Terms & Conditions

General Terms and Conditions
Connect the Dots BV — standard terms for the provision and use of services

1. Definitions
In these General Terms and Conditions, the following terms have the meanings set out below: “Connect the Dots” means Connect the Dots BV, a Belgian private limited company; “Client” means the business or person ordering or using the Services; “Agreement” means the quotation, order form, statement of work, engagement letter or other written agreement between the parties, together with these General Terms and Conditions; “Services” means the consultancy, advisory, project, implementation, training, support or other services provided by Connect the Dots; and “Deliverables” means the materials, reports, documents, designs, analyses, recommendations or other outputs specifically created for the Client as part of the Services.

2. Scope and Applicability
These General Terms and Conditions apply to all offers, quotations, orders, agreements and Services provided by Connect the Dots, unless the parties expressly agree otherwise in writing. Any terms or conditions of the Client are excluded, even if referenced in purchase orders or other Client documents, unless Connect the Dots expressly accepts them in writing. In the event of a conflict, the following order of precedence applies: the signed Agreement, any statement of work or quotation accepted by both parties, and then these General Terms and Conditions.

3. Offers, Orders and Formation of the Agreement
Unless stated otherwise, quotations and proposals issued by Connect the Dots are valid for thirty calendar days and are non-binding until accepted in writing by the Client and confirmed by Connect the Dots. An Agreement is formed when Connect the Dots confirms the Client’s order, starts performing the Services at the Client’s request, or the parties sign a written agreement. Changes to scope, timing, fees or assumptions are valid only if agreed in writing.

4. Services and Performance
Connect the Dots will perform the Services with reasonable skill, care and professionalism, based on the information, access and cooperation provided by the Client. Unless expressly agreed otherwise, delivery dates are estimates and are not binding deadlines. Connect the Dots may rely on suitably qualified employees, subcontractors or independent service providers, while remaining responsible for the proper coordination of the Services.

5. Client Responsibilities
The Client will provide timely, complete and accurate information, decisions, approvals, access to systems, personnel and materials reasonably required for Connect the Dots to perform the Services. The Client is responsible for verifying that the Services and Deliverables meet its intended business purpose and comply with any internal, regulatory or industry-specific requirements applicable to the Client. Delays or additional work caused by incomplete, inaccurate or late Client input may result in adjusted timing and additional fees.

6. Fees, Expenses and Taxes
The Client will pay the fees set out in the applicable Agreement, quotation or statement of work. Unless stated otherwise, fees are exclusive of VAT, taxes, duties, travel, accommodation and other out-of-pocket expenses. Connect the Dots may charge reasonable expenses incurred in connection with the Services, provided these are agreed in advance where material. Any services outside the agreed scope may be charged at Connect the Dots’ then-current rates or as otherwise agreed in writing.

7. Invoicing and Payment
Invoices are payable within thirty calendar days of the invoice date, unless a different payment term is expressly agreed in writing and permitted by applicable law. For business-to-business transactions governed by Belgian law, agreed payment terms may not exceed the mandatory maximum period applicable under Belgian late-payment legislation. In the event of late payment, Connect the Dots may charge statutory late-payment interest and a fixed recovery compensation, together with reasonable recovery costs, without prejudice to any other rights or remedies.

8. Acceptance of Deliverables
Unless otherwise agreed, the Client must review any Deliverables within ten business days after delivery and notify Connect the Dots in writing of any material non-conformity with the agreed scope. If the Client does not provide such notice within this period, or uses the Deliverables in production or for business purposes, the Deliverables will be deemed accepted. Connect the Dots’ sole obligation for a validly notified non-conformity is to use reasonable efforts to correct it within a reasonable time.

9. Intellectual Property
All pre-existing intellectual property, know-how, methods, templates, tools, software, frameworks, processes, documentation and materials of Connect the Dots remain the exclusive property of Connect the Dots or its licensors. Subject to full payment of all undisputed fees due, the Client receives a non-exclusive, non-transferable, worldwide licence to use the Deliverables for its internal business purposes. No intellectual property rights are transferred unless expressly stated in a written agreement signed by both parties.

10. Confidentiality
Each party will keep confidential all non-public business, technical, financial, commercial and operational information received from the other party in connection with the Agreement. Confidential information may be used only for the performance or receipt of the Services and may be disclosed only to personnel, advisers or subcontractors who need to know it and are bound by appropriate confidentiality obligations. This obligation does not apply to information that is publicly available, independently developed, lawfully received from a third party, or required to be disclosed by law or a competent authority.

11. Data Protection
Each party will comply with applicable data protection laws, including the General Data Protection Regulation and applicable Belgian data protection legislation. Where Connect the Dots processes personal data on behalf of the Client, the parties will enter into a data processing agreement where required. The Client is responsible for ensuring that any personal data provided to Connect the Dots is collected and shared lawfully and that appropriate notices, consents or other legal bases are in place.

12. Warranties and Disclaimers
Connect the Dots warrants that it will perform the Services in a professional manner and in accordance with the agreed scope. Except as expressly stated in the Agreement, all warranties, conditions and guarantees, whether express or implied, are excluded to the maximum extent permitted by law. The Services and Deliverables are provided on the basis of information available at the time of performance and do not guarantee any specific commercial, financial, operational or legal outcome.

13. Liability
To the maximum extent permitted by applicable law, Connect the Dots’ total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort or otherwise, is limited to the fees actually paid by the Client for the Services giving rise to the claim during the twelve months preceding the event giving rise to liability. Connect the Dots will not be liable for indirect, consequential, special or punitive damages, loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, business interruption, loss of data or costs of substitute services. Nothing in these General Terms and Conditions limits liability where such limitation is prohibited by law, including liability for fraud, intentional misconduct or death or personal injury caused by negligence.

14. Suspension and Termination
Connect the Dots may suspend performance if the Client fails to pay undisputed amounts when due, fails to provide required cooperation, or otherwise materially breaches the Agreement. Either party may terminate the Agreement with immediate effect by written notice if the other party commits a material breach and fails to remedy it within fifteen calendar days after written notice. Upon termination, the Client will pay all fees and expenses due for Services performed up to the effective termination date.

15. Force Majeure
Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, strikes, epidemics, power or internet outages, failure of third-party suppliers, government action or changes in law. The affected party will notify the other party as soon as reasonably possible and will use reasonable efforts to mitigate the impact. If a force majeure event continues for more than sixty calendar days, either party may terminate the affected Services by written notice.

16. Non-Solicitation
During the term of the Agreement and for twelve months thereafter, the Client will not knowingly solicit for employment or engagement any employee, consultant or subcontractor of Connect the Dots who was materially involved in providing the Services, except with Connect the Dots’ prior written consent. This restriction does not apply to general recruitment campaigns not specifically targeted at such persons.

17. References and Publicity
Unless the Client objects in writing, Connect the Dots may identify the Client as a client in proposals, credentials, presentations and marketing materials, using the Client’s name and logo in a manner consistent with professional practice. Any case study, press release or detailed public reference requires the Client’s prior written approval.

18. Notices
Notices under the Agreement must be made in writing and sent by email, registered mail, courier or another reliable written method to the contact details specified in the Agreement or otherwise notified by a party. Notices by email are deemed received on the next business day after sending, unless the sender receives an automated non-delivery message.
Write to us: Koningin Astridlaan 216 b402, 2800 Mechelen
Email us: contact@connect-the-dots.be

19. Miscellaneous
If any provision of these General Terms and Conditions is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the parties will replace the invalid provision with a valid provision that most closely reflects the original commercial intent. The Client may not assign the Agreement without Connect the Dots’ prior written consent. Connect the Dots may assign or transfer the Agreement in connection with a merger, restructuring, sale of business or similar transaction. No failure or delay in exercising a right constitutes a waiver of that right.

20. Governing Law and Jurisdiction
The Agreement and these General Terms and Conditions are governed by Belgian law, without prejudice to any mandatory rules that may apply. The courts of the judicial district where Connect the Dots has its registered office have exclusive jurisdiction over disputes arising out of or in connection with the Agreement, unless mandatory law provides otherwise.