General Conditions Consium BV

Article 1: Definitions

  • "Consium" or "Consium BV": Consium BV, a company incorporated under Belgian law, having its registered office in Belgium and registered with the Belgian Crossroads Bank for Enterprises (CBE), including any employee, representative, subcontractor or authorised person acting on behalf of Consium BV in the performance of the Agreement.
  • "Customer": any natural person, legal entity, unincorporated partnership, association or other organisation, including its representatives and authorised persons, who has entered into or intends to enter into an Agreement with Consium BV.
  • "Consumer": any natural person acting for purposes that are wholly or mainly outside their trade, business, craft or profession.
  • "Agreement" or "Agreements": any agreement, quotation, order confirmation, statement of work, maintenance agreement, Service Level Agreement (SLA), purchase order accepted by Consium BV, or any other contractual arrangement between Consium BV and the Customer to which these General Terms and Conditions apply.
  • "Services": all products and services provided by Consium BV, including but not limited to web hosting, cloud hosting, domain name registration, email hosting, website development, software development, Salesforce consultancy and development, API integrations, managed services, maintenance, technical support and any other IT-related services.
  • "Usage": the agreed use of hosting services, including web space, email storage, database storage, server capacity, cloud resources, network resources or any other digital infrastructure made available to the Customer under the Agreement or quotation.

Article 2: General

These General Terms and Conditions (hereinafter the "General Terms") apply to all quotations, proposals, offers, order confirmations, Statements of Work (SOW), Service Level Agreements (SLA), maintenance agreements, subscriptions, sales of goods, and the provision of services by Consium BV (hereinafter "Consium").

By accepting a quotation, placing an order, signing an Agreement, or using any products or services provided by Consium, the Customer acknowledges having read, understood, and accepted these General Terms without reservation.

These General Terms, together with any specific Agreement, quotation, Statement of Work, Service Level Agreement, maintenance agreement, or other written arrangement between the parties, constitute the entire agreement between Consium and the Customer and supersede all prior oral or written negotiations, proposals, representations, understandings, or agreements relating to the same subject matter.

Any general terms and conditions of the Customer are expressly excluded and shall not apply unless Consium has expressly accepted them in writing.

Consium undertakes to perform the agreed Services with the professional care and skill that may reasonably be expected from a specialised IT service provider. Unless expressly agreed otherwise in writing, all obligations of Consium constitute obligations of means and not obligations to achieve a specific result.

Where the delivery of goods or the provision of Services depends wholly or partly on third-party suppliers, including but not limited to cloud providers, software vendors, domain registrars, hosting providers, telecommunications operators, payment service providers, or other external service providers, Consium's obligations are subject to the availability, continuity, pricing, and conditions imposed by such third parties.

If a third-party supplier is unable to provide the requested goods or Services, discontinues its services, changes its commercial conditions, or materially increases its pricing before delivery or activation, Consium shall promptly inform the Customer. The parties shall use reasonable efforts to agree on an appropriate alternative solution.

If no reasonable alternative can be agreed upon, either party may terminate the relevant part of the Agreement without liability for damages. Any amounts already paid by the Customer for goods or Services that cannot be delivered shall be refunded, unless such amounts have already been irrevocably committed to third-party suppliers or relate to Services already performed by Consium.

Article 3: Term and termination

Unless expressly agreed otherwise in writing, the term of each Agreement shall be the period specified in the applicable quotation, proposal, Statement of Work (SOW), order confirmation, Service Level Agreement (SLA), maintenance agreement or any other contractual document forming part of the Agreement.

Article 3.1 Project-Based Services

Agreements relating to consultancy, software development, website development, Salesforce consultancy and development, implementation projects, integrations, migrations or any other project-based Services shall automatically terminate upon completion and acceptance of the agreed Services, unless the parties have agreed on recurring Services.

Article 3.2 Recurring Services

Agreements relating to recurring Services, including but not limited to hosting services, cloud services, domain name registrations, maintenance agreements, Service Level Agreements (SLAs), managed services or other subscription-based Services, shall remain in force for the agreed contractual term.

Unless otherwise agreed in writing, recurring Agreements shall automatically renew for successive periods equal to the original contractual term.

Article 3.3 Renewal Reminder

Consium shall send the Customer a renewal reminder no later than one (1) month before the expiry of the current contractual term.

The reminder may be sent by email or through any other durable electronic communication method used by Consium.

Article 3.4 Termination by the Customer

The Customer may terminate a recurring Agreement by providing written notice to Consium no later than fourteen (14) calendar days before the expiry of the current contractual term.

Termination requests may be submitted by email to support@consium.be or through any other communication method designated by Consium. To protect the Customer against unauthorised cancellation requests, Consium reserves the right to accept termination requests only when they are submitted by an authorised representative of the Customer or from the Customer's registered contact email address.

If no valid notice of termination is received before the applicable notice period expires, the Agreement shall automatically renew for the next contractual term.

Article 3.5 Termination by Consium

Consium may terminate or suspend an Agreement with immediate effect if:

  • the Customer materially breaches the Agreement or these General Terms and fails to remedy such breach within a reasonable period after written notice;
  • the Customer fails to pay outstanding invoices in accordance with these General Terms;
  • the Customer uses the Services in violation of applicable law or in a manner that may compromise the security, integrity or availability of Consium's systems or those of third parties;
  • Consium is required to do so by law or by a competent authority.
Article 3.6 Early Termination

Unless otherwise required by mandatory applicable law or expressly agreed in writing, early termination by the Customer shall not entitle the Customer to any refund of fees already paid or to any compensation.

Where a project-based Agreement is terminated before completion, the Customer shall remain liable for:

  • all Services performed up to the effective date of termination;
  • all completed or substantially completed project milestones;
  • all third-party costs incurred on behalf of the Customer;
  • all non-cancellable commitments entered into by Consium in connection with the Agreement.
Article 3.7 Consequences of Termination

Upon termination of the Agreement:

  • all outstanding invoices shall become immediately due and payable;
  • Consium may suspend or discontinue access to the Services on the effective termination date;
  • the Customer shall remain responsible for exporting or migrating its own data before termination;
  • Consium may permanently delete Customer data after the retention period provided for in these General Terms, unless a longer retention period is required by law.

Termination shall not affect any provision of the Agreement which, by its nature, is intended to survive termination, including but not limited to provisions relating to payment obligations, confidentiality, intellectual property rights, data protection, limitation of liability and dispute resolution.

Article 4: Prices

The prices published by Consium on its website, in marketing materials, quotations or through any other communication channel are subject to typographical, clerical and manifest errors. Consium reserves the right to correct such errors at any time, even after a quotation has been issued or an Agreement has been concluded.

Unless otherwise expressly stated, all quotations issued by Consium are valid for fifteen (15) calendar days from the date of issue.

Unless otherwise agreed in writing, all prices are:

  • expressed in Euro (EUR);
  • exclusive of Belgian Value Added Tax (VAT) and any other applicable taxes, duties or governmental charges;
  • exclusive of third-party costs, including but not limited to domain registrations, software licences, cloud services or other externally supplied products or services, unless expressly included in the quotation.

Project-based Services shall be invoiced in accordance with the applicable quotation, Statement of Work (SOW), milestone schedule or Agreement.

Recurring Services shall be invoiced in advance for the contractual billing period specified in the applicable Agreement, quotation or invoice.

Unless otherwise agreed in writing, invoices are payable within fourteen (14) calendar days from the invoice date.

Consium reserves the right to review and adjust the prices of its recurring Services on an annual basis. Any revised pricing shall apply only from the next renewal date of the applicable Agreement and shall never affect the price agreed for the current contractual term.

If the price of a recurring Service is adjusted, the revised pricing shall be communicated to the Customer together with the renewal reminder referred to in Article 3.3, no later than one (1) month before the expiry of the current contractual term.

If the Customer does not agree with the revised pricing, the Customer may terminate the recurring Agreement by providing written notice to support@consium.be no later than fourteen (14) calendar days before the expiry of the current contractual term, in accordance with Article 3.4. In such event, the Agreement shall expire at the end of the current contractual term without renewal and without any additional charges.

Price adjustments resulting directly from:

  • increases imposed by third-party suppliers;
  • changes in taxes, duties or governmental charges;
  • changes in applicable legislation;
  • currency fluctuations affecting third-party costs; or
  • mandatory regulatory requirements,

may also be reflected in the pricing of the renewed Agreement and shall be communicated in the renewal reminder where applicable.

Discounts, promotional offers and special pricing are granted per Customer and may not be combined unless expressly stated otherwise.

Consium reserves the right to withdraw or reclaim any discount where it reasonably determines that the Customer has abused or attempted to abuse promotional offers, including but not limited to creating multiple customer accounts, providing misleading information or otherwise circumventing the intended conditions of the promotion.

Article 5: Terms of delivery, payment and protest

Article 5.1 Delivery of Services

Any delivery dates, implementation schedules, project milestones or completion dates communicated by Consium are estimates only and shall not be considered binding unless expressly agreed otherwise in writing.

Any delay caused by the Customer, third-party suppliers, force majeure or circumstances beyond the reasonable control of Consium shall automatically extend the applicable delivery period.

A reasonable delay shall not entitle the Customer to terminate the Agreement, refuse acceptance of the Services or claim compensation.

Article 5.2 Acceptance of Services

The Customer shall examine the delivered Services without undue delay.

Any complaint regarding delivered Services or goods must be submitted in writing within fifteen (15) calendar days after delivery or, in the case of recurring Services, after the commencement of the relevant Service.

The complaint shall contain a sufficiently detailed description of the alleged defect or non-conformity to enable Consium to investigate the matter.

Failure to notify Consium within this period shall constitute irrevocable acceptance of the delivered Services or goods, without prejudice to any mandatory statutory rights.

Article 5.3 Invoicing

Unless otherwise agreed in writing, all invoices shall be issued electronically.

Consium primarily issues invoices through Billit, either directly by email or via the Peppol network where the Customer is registered to receive electronic invoices.

The Customer is responsible for providing accurate and up-to-date invoicing details, including its billing email address, VAT number and, where applicable, its Peppol registration details.

Invoices transmitted through Billit, the Peppol network or any successor electronic invoicing platform designated by Consium shall be deemed to have been received on the date they are successfully transmitted or made available to the Customer.

The Customer acknowledges and accepts electronic invoicing as the standard method of invoicing. The absence of a paper invoice shall not affect the validity, enforceability or payment obligation of any invoice issued by Consium.

Article 5.4 Payment

Unless otherwise expressly agreed in writing or stated on the applicable quotation, Agreement or invoice, all invoices issued by Consium are due and payable within fourteen (14) calendar days from the invoice date.

The Customer shall pay all invoices in full, without deduction, withholding, set-off or counterclaim, unless such right arises under mandatory applicable law.

Payment shall be made using one of the payment methods specified on the invoice.

Article 5.5 Late Payment

If an invoice remains unpaid after its due date, Consium shall send the Customer one (1) payment reminder specifying the outstanding amount, the payment deadline and the consequences of non-payment.

If payment has not been received by the expiry of the deadline stated in the reminder, the Customer shall automatically be in default without further notice.

From that moment:

  • statutory late payment interest shall accrue in accordance with applicable Belgian legislation;
  • Consium shall be entitled to the statutory compensation and recovery costs provided by Belgian law;
  • Consium may suspend all or part of its Services, including but not limited to hosting services, websites, email services, cloud services, support and maintenance, until all outstanding amounts have been paid in full;
  • Consium may terminate the Agreement in accordance with Article 3 where the Customer continues to fail to meet its payment obligations.

The suspension of Services shall not affect the Customer's obligation to pay any outstanding invoices.

Article 5.6 Invoice Disputes

Any objection or dispute relating to an invoice must be submitted in writing within fourteen (14) calendar days from the invoice date.

Invoice disputes shall be sent by email to support@consium.be or through any other communication method designated by Consium.

The objection must clearly identify the disputed invoice and provide a detailed explanation of the reasons for the dispute, together with any supporting documentation where applicable.

Failure to submit a written objection within the above-mentioned period shall constitute irrevocable acceptance of the invoice.

Submitting an invoice dispute shall not suspend the Customer's obligation to pay any undisputed amounts.

Article 6: Customer Obligations and Acceptable Use

The Customer shall cooperate with Consium in good faith and provide all information, access rights, approvals, documentation and reasonable assistance necessary for the proper performance of the Agreement.

The Customer shall use all products and Services provided by Consium in a lawful, responsible and reasonable manner and shall not use, or permit the use of, the Services for any purpose that:

  • violates any applicable law or regulation;
  • infringes the intellectual property or other rights of third parties;
  • distributes malware, ransomware, viruses or other malicious software;
  • facilitates phishing, fraud, spam or other unlawful communications;
  • compromises the security, integrity or availability of Consium's systems or those of third parties;
  • interferes with or disrupts networks, servers or services;
  • exceeds any agreed technical limitations or constitutes unreasonable or abusive use of the Services.

Where the Customer fails to comply with these obligations, Consium may, without prejudice to any other rights available under the Agreement or applicable law:

  • require the Customer to immediately cease the non-compliant activity;
  • temporarily suspend or restrict the affected Services;
  • remove or disable access to unlawful or harmful content where reasonably necessary;
  • recover from the Customer all reasonable costs incurred by Consium in investigating, mitigating or remedying the consequences of such non-compliance.

Where Consium reasonably believes that the Customer's use of the Services poses a security risk, operational risk or legal risk to Consium, its infrastructure, its suppliers or other customers, Consium reserves the right to take any measures it reasonably considers necessary to protect the security, integrity and availability of its Services. Such measures may include, without limitation:

  • temporarily suspending or restricting access to the affected Services;
  • blocking network traffic, user accounts, IP addresses or domains;
  • disabling compromised websites, applications or services;
  • isolating affected systems;
  • applying emergency security measures; or
  • taking any other reasonable action necessary to prevent or limit damage.

Where reasonably practicable, Consium shall inform the Customer of such measures as soon as possible. Consium shall not be liable for any interruption or temporary unavailability of the Services resulting from actions reasonably taken to protect its infrastructure, its suppliers or other customers.

The Customer shall remain solely responsible for all content, software, data, configurations and activities carried out using the Services, including those performed by its employees, contractors, users or any third party acting on its behalf.

Consium shall not be liable for interruptions, delays or failures of Internet connectivity, telecommunications services, cloud platforms, domain registries, hosting infrastructure or other third-party services beyond its reasonable control.

The Customer is solely responsible for the correct and secure use of the products and Services supplied by Consium and shall comply with all documentation, technical specifications, security recommendations and reasonable instructions provided by Consium.

Article 7: Domain Name Registration and Management

Unless otherwise expressly agreed in writing, Consium shall register domain names using the Customer's legal entity or personal details as the registrant, where permitted by the applicable registry or registrar. For the duration of the Agreement, Consium shall remain the administrative, technical and billing contact for the duration of the Agreement, unless otherwise agreed in writing.


The registration, renewal or transfer of a domain name shall only be initiated after the Customer has authorised Consium to proceed.

The successful submission of an order, receipt of payment, issuance of an invoice or transmission of a confirmation email by Consium does not guarantee the successful registration, renewal or transfer of a domain name.

A domain name shall only be deemed successfully registered, renewed or transferred once Consium has received confirmation from the relevant registry or registrar and has notified the Customer accordingly.

The Customer acknowledges that domain name registrations are processed immediately upon submission to the relevant registry or registrar and, once submitted, cannot generally be cancelled, refunded or reversed.

Where the Customer qualifies as a Consumer and applicable consumer protection legislation provides a statutory right of withdrawal, the Customer expressly requests Consium to commence the domain name registration immediately and acknowledges that the statutory right of withdrawal shall be lost once the registration has been fully performed, to the extent permitted by applicable law.

Where Consium is unable to register, renew or transfer a domain name due to incorrect, incomplete or inaccurate information provided by the Customer, or due to circumstances attributable to the Customer, Consium reserves the right to charge the Customer for the administrative work already performed in accordance with its applicable rates, without prejudice to its right to recover any additional damages actually incurred.

Domain name registrations, renewals and transfers are subject to the policies, rules and technical requirements of the applicable domain name registries and registrars, including but not limited to DNS Belgium, SIDN, DNS Luxembourg, AFNIC, Nominet, ICANN and any successor or equivalent registry or registrar. The Customer agrees to comply with all applicable registry and registrar policies, as amended from time to time.

Consium acts solely as an intermediary between the Customer and the relevant registry or registrar and cannot guarantee that a requested domain name will remain available until the registration request has been successfully processed.

The Customer is solely responsible for ensuring that the requested domain name and its intended use do not infringe the intellectual property rights, trademarks, trade names or any other rights of third parties.

The Customer shall indemnify and hold Consium harmless against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising from or relating to the registration, renewal, transfer or use of a domain name requested by the Customer.

Consium shall not be liable for any refusal, suspension, revocation, transfer or cancellation of a domain name by a registry, registrar, competent authority or court, nor for any interruption of services resulting from decisions made by such third parties.

Upon the Customer's written request, Consium shall provide the applicable domain name transfer code (EPP code, Auth code or equivalent), provided that:

  • all outstanding invoices relating to the registration, renewal, transfer or management of the domain name have been paid in full;
  • all other outstanding amounts due by the Customer under the applicable Agreement have been paid in full.

If the Customer requests the transfer of a domain name before all outstanding amounts have been settled, Consium reserves the right to withhold the transfer code until full payment has been received.

Any fees paid for the registration or renewal of a domain name are non-refundable once the request has been submitted to the relevant registry or registrar.

Article 8: Right of Withdrawal (Consumers)

This Article applies exclusively to Customers who qualify as Consumers under applicable consumer protection legislation.

Unless an exception under applicable law applies, the Consumer has the right to withdraw from the Agreement without giving any reason within fourteen (14) calendar days.

The withdrawal period shall commence:

  • for service agreements, on the date the Agreement is concluded;
  • for the sale of goods, on the day the Consumer, or a third party designated by the Consumer other than the carrier, takes physical possession of the goods;
  • for agreements covering multiple deliveries of goods, on the day the final delivery is received.

To exercise the right of withdrawal, the Consumer must notify Consium by means of a clear written statement sent to support@consium.be before the expiry of the withdrawal period.


Where the Consumer validly exercises the right of withdrawal, Consium shall reimburse all payments received from the Consumer, including any standard delivery charges where applicable, using the same payment method originally used by the Consumer, unless expressly agreed otherwise.

The reimbursement shall be made without undue delay and, in any event, no later than fourteen (14) calendar days after Consium has received the Consumer's withdrawal notice. For Agreements involving the sale of goods, Consium may withhold reimbursement until the goods have been returned or until the Consumer has provided satisfactory proof of their return, whichever occurs first.

The Consumer acknowledges and expressly agrees that the right of withdrawal does not apply, or may be lost, in the cases provided for by applicable law, including but not limited to:

  • domain name registrations, renewals or transfers that have already been submitted to the relevant registry or registrar;
  • Services that have been fully performed with the Consumer's prior express consent and acknowledgement that the right of withdrawal will be lost once the Services have been fully performed;
  • custom-developed software, websites, integrations or other personalised Services made to the Consumer's specifications;
  • goods or Services for which the right of withdrawal is excluded under mandatory applicable law.

Nothing in this Article limits any mandatory statutory rights granted to Consumers under applicable consumer protection legislation.

Article 9: Limitation of Liability

Consium shall perform its obligations with the level of care and professional skill that may reasonably be expected from a specialised IT service provider.

Unless expressly agreed otherwise in writing, all Services provided by Consium constitute obligations of means and not obligations to achieve a specific result. Consium shall make all reasonable efforts to perform the agreed Services professionally and diligently but does not warrant or guarantee the achievement of any particular commercial, operational or technical outcome.

Except where liability cannot be excluded or limited under mandatory applicable law, Consium shall only be liable for direct damages resulting from its proven contractual breach, negligence or other act giving rise to liability.

The total aggregate liability of Consium arising out of or in connection with an Agreement, whether in contract, tort (including negligence), statutory duty or otherwise, shall be limited, per event or series of related events, to the lesser of:

  • the total fees (excluding VAT) paid or payable by the Customer under the applicable Agreement during the twelve (12) months immediately preceding the event giving rise to the claim; or
  • the amount actually paid by Consium's professional liability insurer in respect of the relevant claim.

If no insurance coverage applies, or if the relevant claim is not covered under Consium's professional liability insurance policy, Consium's total aggregate liability shall in any event not exceed the total fees (excluding VAT) paid or payable by the Customer under the applicable Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

Under no circumstances shall Consium be liable for any indirect, incidental, special, exemplary or consequential damages, including but not limited to:

  • loss of profits;
  • loss of revenue;
  • loss of anticipated savings;
  • loss of business opportunities;
  • loss of goodwill or reputation;
  • business interruption;
  • loss or corruption of data;
  • costs of restoring data;
  • loss arising from downtime;
  • claims made by third parties against the Customer.

Any claim against Consium shall only be valid if:

  • the Customer notifies Consium in writing within thirty (30) calendar days after becoming aware, or reasonably should have become aware, of the event giving rise to the claim;
  • the notice includes a sufficiently detailed description of the alleged breach or damage;
  • Consium is given a reasonable period of at least fourteen (14) calendar days to investigate and, where reasonably possible, remedy the alleged breach.

The limitations and exclusions of liability contained in these General Terms shall not apply in the event of:

  • fraud or fraudulent misrepresentation by Consium;
  • wilful misconduct or gross negligence by Consium where liability cannot legally be excluded;
  • death or personal injury caused by Consium where liability cannot legally be excluded;
  • any other liability that cannot be excluded or limited under mandatory applicable law.

The Customer shall be liable for all damages, losses, costs and expenses suffered by Consium arising from the Customer's breach of the Agreement, negligence or unlawful acts.

The Customer shall indemnify and hold Consium harmless against any and all third-party claims, damages, losses, liabilities, penalties, costs and expenses (including reasonable legal fees) arising from:

  • the Customer's use of the Services;
  • content, software or data provided by the Customer;
  • infringement of intellectual property rights by the Customer;
  • violations of applicable law by the Customer;
  • any act or omission of the Customer's employees, contractors, users or any other person using the Services under the Customer's authority or permission.

Nothing in these General Terms shall exclude or limit any liability which cannot be excluded or limited under mandatory applicable law.

Article 10: Data Protection and Privacy

Where the Customer acts as a Controller within the meaning of Regulation (EU) 2016/679 (the General Data Protection Regulation or "GDPR") and uses the Services provided by Consium to process personal data, the Customer shall remain solely responsible for ensuring that such processing complies with all applicable data protection legislation.

Where Consium processes personal data on behalf of the Customer in the capacity of a Processor, the parties shall, where required by applicable law, enter into a separate Data Processing Agreement ("DPA") governing the processing of personal data in accordance with Article 28 of the GDPR.

Where the Customer instructs Consium to process personal data on its behalf, the Customer represents and warrants that such instructions are lawful and that it has all necessary rights, permissions and legal bases to provide the personal data to Consium. Unless expressly agreed otherwise in writing, the Customer shall remain solely responsible for determining the purposes and means of the processing of personal data, while Consium shall process such personal data only in accordance with the Customer's documented instructions and applicable law.

Where the Customer fails to enter into a required Data Processing Agreement, the Customer acknowledges that it remains solely responsible for ensuring the lawfulness of any processing activities carried out using the Services and shall indemnify and hold Consium harmless against any claims, damages, administrative fines, liabilities or costs arising from the Customer's failure to comply with applicable data protection legislation.

The Customer represents and warrants that:

  • it has a valid legal basis for processing any personal data provided to Consium;
  • it has obtained all necessary consents, permissions and authorisations where required;
  • it will comply with all applicable obligations under the GDPR and any other applicable privacy legislation.

Where Consium acts as the Controller of personal data relating to the Customer or the Customer's authorised users, Consium shall process such personal data in accordance with the GDPR and its Privacy Policy, as published on the Consium website and amended from time to time.

Where Consium acts as a Processor, Consium may engage carefully selected Sub-processors where reasonably necessary for the provision of the Services, including but not limited to hosting providers, cloud infrastructure providers, backup providers, monitoring providers and other technology partners.

Consium shall ensure that any Sub-processor processing personal data on its behalf is contractually bound to comply with data protection obligations that are substantially equivalent to those imposed on Consium under the applicable Data Processing Agreement and the GDPR.

Consium shall implement appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, taking into account the state of the art, the nature of the processing and the associated risks.

The Customer shall promptly notify Consium of any request, complaint, personal data breach, investigation or communication received from a supervisory authority or any data subject relating to personal data processed by Consium on the Customer's behalf, where such notification is reasonably necessary to enable Consium to comply with its obligations under applicable data protection legislation. The parties shall cooperate in good faith to investigate, manage and respond to such matters in accordance with the GDPR and other applicable privacy laws.

Nothing in this Agreement shall relieve either party from its own obligations under the GDPR or any other applicable data protection legislation.

In the event of any inconsistency or conflict between this Article and a separately executed Data Processing Agreement ("DPA") between the parties, the provisions of the Data Processing Agreement shall prevail with respect to the processing of personal data.

Article 11: Intellectual property rights

All intellectual property rights, including but not limited to copyrights, database rights, trademarks, trade names, patents, designs, know-how, software, source code, object code, documentation, methodologies, templates, frameworks, libraries, scripts, APIs, configurations, reports and other materials developed, created, provided or used by Consium before or during the performance of the Agreement shall remain the exclusive property of Consium or its licensors.

Nothing in the Agreement shall be construed as transferring any intellectual property rights from Consium to the Customer unless expressly agreed otherwise in writing.

Upon full payment of all amounts due under the applicable Agreement, Consium grants the Customer a non-exclusive, non-transferable and non-sublicensable licence to use the Deliverables solely for the Customer's own internal business purposes and only to the extent necessary for the intended use of the Services.

Unless expressly agreed otherwise in writing, the Customer shall not:

  • reproduce, distribute, sell, sublicense or commercially exploit the Deliverables;
  • modify, reverse engineer, decompile or disassemble software provided by Consium, except where expressly permitted under mandatory applicable law;
  • remove or alter any copyright notices, trademarks or other proprietary notices;
  • make the Deliverables available to third parties except where required for the Customer's normal business operations.

Consium retains ownership of all generic knowledge, methodologies, templates, development frameworks, reusable software components, scripts, libraries, APIs, configurations, documentation and know-how developed or used during the performance of the Agreement, even where such materials have been used in developing Customer-specific Deliverables.

Where the Deliverables incorporate software, services or components provided by third parties, including open-source software, the applicable licence terms of such third parties shall remain applicable. The Customer agrees to comply with all such licence conditions.

The Customer retains ownership of all intellectual property rights relating to materials, documentation, trademarks, software, databases, content or other information supplied by the Customer to Consium. The Customer grants Consium a non-exclusive licence to use such materials solely to the extent necessary for the performance of the Agreement.

The Customer warrants that all materials provided to Consium do not infringe any third-party intellectual property rights and shall indemnify and hold Consium harmless against any claims arising from such materials.

Consium warrants that, to the best of its knowledge, it is entitled to grant the rights provided under this Article and shall defend or settle any third-party claim alleging that the Deliverables developed solely by Consium infringe third-party intellectual property rights, provided that the Customer:

  • promptly notifies Consium of the claim;
  • gives Consium sole control over the defence or settlement of the claim; and
  • provides all reasonable assistance requested by Consium.

This indemnity shall not apply where the alleged infringement results from:

  • modifications made by the Customer or third parties;
  • combinations with products or services not supplied by Consium;
  • use of the Deliverables contrary to the Agreement or Consium's instructions; or
  • materials, software or specifications supplied by the Customer.

Unless the Customer expressly objects in writing before or during the performance of the Agreement, Consium may identify the Customer as a customer and include the Customer's name, logo and a factual description of the Services performed on its website, in its portfolio, customer references, proposals, presentations, case studies and other marketing or promotional materials.

Consium shall not disclose any Confidential Information, commercially sensitive information or personal data without the Customer's prior written consent.

The Customer may withdraw this permission at any time by providing written notice to support@consium.be. Such withdrawal shall apply prospectively only and shall not require Consium to recall, amend or destroy marketing materials, proposals, presentations, publications or other materials that were created, distributed or published before the withdrawal became effective. Consium shall cease any new use of the Customer's name, logo or reference within a reasonable period after receiving the withdrawal notice.

Article 12: General Provisions

The Customer may not assign, transfer, sublicense or otherwise dispose of any of its rights or obligations under the Agreement, whether in whole or in part, without the prior written consent of Consium.

Consium may assign, transfer or novate all or part of its rights and obligations under the Agreement to an affiliated company, successor, purchaser of all or part of its business, or any other entity within its corporate group, provided that such transfer does not materially reduce the Customer's contractual rights.

If any provision of these General Terms or of any Agreement between Consium and the Customer is held to be invalid, illegal, unenforceable or incapable of being enforced by a competent court or authority, such provision shall be deemed severed only to the extent necessary, and the validity and enforceability of the remaining provisions shall remain unaffected.

The parties shall use reasonable efforts to replace any invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the original commercial intent of the parties.

The Customer shall promptly notify Consium of any changes to its legal entity details, company name, registered office, invoicing address, VAT number, contact persons, telephone numbers, email addresses or any other information relevant to the performance of the Agreement.

Consium shall not be liable for any delay, failed communication or additional costs resulting from the Customer's failure to provide accurate and up-to-date contact information. Any reasonable administrative or recovery costs incurred by Consium as a result of outdated or incorrect Customer information may be charged to the Customer.

The Customer acknowledges that electronic communications, including emails, electronic invoices, customer portal messages, audit logs, access logs, server logs, system logs, backups and other electronic records maintained by Consium may be used as evidence in connection with the Agreement. Unless proven otherwise, such records shall constitute prima facie evidence of the communications exchanged, Services performed and actions taken by Consium.

Failure or delay by Consium in exercising any right or remedy under the Agreement shall not constitute a waiver of that right or remedy, nor shall any partial exercise prevent any further exercise of that or any other right or remedy.

No amendment or variation of the Agreement or these General Terms shall be valid unless made in writing and agreed by both parties, except where these General Terms expressly permit Consium to amend specific provisions, such as pricing or policies, in accordance with the procedures set out herein.

The headings used in these General Terms are included for convenience and ease of reference only and shall not affect the interpretation, construction or enforceability of any provision contained herein.

Article 13: Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay results from an event of Force Majeure.

For the purposes of these General Terms, Force Majeure means any event or circumstance beyond the reasonable control of the affected party that could not reasonably have been foreseen or prevented and which prevents or materially delays the performance of its contractual obligations.

Force Majeure includes, without limitation:

  • acts of God, natural disasters, floods, fires or severe weather conditions;
  • war, armed conflict, terrorism, civil unrest or riots;
  • epidemics, pandemics or public health emergencies;
  • strikes, labour disputes or lockouts;
  • failures or interruptions of electricity, telecommunications, Internet connectivity or public utilities;
  • failures, outages or disruptions affecting cloud providers, hosting providers, data centres, domain registries, registrars or other third-party infrastructure providers;
  • cyberattacks, distributed denial-of-service (DDoS) attacks, ransomware, malware or other large-scale cybersecurity incidents beyond the reasonable control of Consium;
  • governmental actions, sanctions, embargoes, changes in applicable laws or regulations, or orders issued by competent authorities;
  • any other circumstance beyond the reasonable control of the affected party.

The affected party shall notify the other party without undue delay after becoming aware of the Force Majeure event and shall use commercially reasonable efforts to minimise its effects and resume performance of its obligations as soon as reasonably practicable.

During the continuation of the Force Majeure event, the obligations affected by the Force Majeure shall be suspended for the duration of the event.

Neither party shall be entitled to claim compensation, damages or any other remedy against the other party for any failure or delay in performance resulting directly from a Force Majeure event.

If a Force Majeure event continues for more than ninety (90) consecutive calendar days and materially prevents the continued performance of the Agreement, either party may terminate the affected part of the Agreement by written notice without liability for compensation. Such termination shall not affect any rights or obligations accrued prior to the effective date of termination, including the Customer's obligation to pay for Services already performed.

Article 14: Governing Law and Jurisdiction

These General Terms, all Agreements entered into between Consium and the Customer, and any non-contractual obligations arising out of or in connection with them, shall be governed exclusively by and construed in accordance with the laws of Belgium.

The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG or Vienna Sales Convention) is expressly excluded.

The parties shall use reasonable efforts to resolve any dispute, controversy or claim arising out of or in connection with the Agreement amicably and in good faith before commencing legal proceedings.

If the parties are unable to resolve the dispute amicably within a reasonable period, all disputes arising out of or relating to these General Terms or any Agreement between Consium and the Customer shall fall within the exclusive jurisdiction of the competent courts of the judicial district in which Consium has its registered office, unless mandatory applicable law provides otherwise.

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