General Terms and Conditions

General terms and conditions applicable since 1 November 2019 and updated for the last time on 14 July 2026 :

 

DEFINITIONS

For the purposes of these General Terms and Conditions, the terms below have the following meaning:

 

Agreement: the Main Agreement, these General Terms and Conditions, as well as, where applicable, any document expressly incorporated by reference.

Client: any natural or legal person who requests and/or benefits from an Engagement of Deminor.

Consultant: any person (employee, manager, staff member or consultant) who is materially involved in the performance of the Engagement on behalf of Deminor.

Deliverables: any report, advice, note, analysis, presentation, document, file, medium or other result delivered by Deminor to the Client in connection with the Engagement, in paper or electronic form.

Deminor: Deminor SA/NV, a public limited liability company (société anonyme / naamloze vennootschap) incorporated under Belgian law, registered with the Crossroads Bank for Enterprises under number 0540.666.617 and registered for VAT purposes under number BE 540.666.617, with registered office at 7 rue Joseph Stevens, 1000 Brussels (Belgium). Deminor carries out its advisory and assistance activities under the trade names deminor NXT (www.deminornxt.com) and dups (www.dups.be).

Engagement: the services agreed between Deminor and the Client, as described in the Main Agreement.

General Terms and Conditions: these general terms and conditions of Deminor.

Main Agreement: the offer, proposal, quotation and/or engagement letter accepted by the Client, describing in particular the scope of the Engagement and, where applicable, the agreed special conditions.

Party: Deminor and the Client, each individually referred to as a “Party” and together as the “Parties”.

Third Party: any person other than Deminor and the Client.

 

1. Scope of application

These General Terms and Conditions apply to every Engagement entrusted to Deminor and form an integral part of the Agreement. In the event of any conflict between the documents making up the Agreement, the Main Agreement prevails over the General Terms and Conditions, and the General Terms and Conditions prevail over any document incorporated by reference, unless expressly agreed otherwise. Unless Deminor has expressly agreed in writing, the Client’s own terms and conditions are excluded. The General Terms and Conditions are available on request and/or via Deminor’s website. These General Terms and Conditions are available in Dutch, French and English. In the event of any discrepancy between the different language versions of the General Terms and Conditions, the Dutch-language text prevails.

 

2. Contracting Party

Every Engagement is accepted and performed by Deminor exclusively. This also applies where an Engagement is entrusted, expressly or tacitly, to a specific person within Deminor. Deminor alone bears responsibility for the services provided in connection with the Engagement. The Client waives any claim, whether contractual or non-contractual, against the Consultants.

 

3. Personnel

Deminor remains free to organise and compose the teams assigned to the Engagement at its own discretion. Unless expressly agreed otherwise, the designation of a particular Consultant in the Main Agreement or during the pre-contractual negotiations does not constitute an undertaking by Deminor to retain that Consultant throughout the Engagement. In the event of replacement of a Consultant, Deminor shall ensure the continuity and quality of the services.

 

During the term of the Engagement and for a period of twelve (12) months following its completion, the Client shall refrain from directly or indirectly recruiting or soliciting, for any reason whatsoever, any Consultant who has participated in the performance of the Engagement. In the event of a breach of this obligation, the Client undertakes to pay Deminor a lump-sum indemnity equal to twelve (12) months’ gross remuneration of the Consultant concerned.

 

4. Conflicts of interest

Deminor implements internal procedures designed to identify and manage situations of conflict of interest likely to affect its independence or impartiality in the performance of the Engagement. Where such a conflict is identified, Deminor shall inform the Client without delay in writing, describing the nature of the conflict and the mitigating measures envisaged.

 

The Parties agree to seek an appropriate solution by mutual consultation. If no acceptable solution is found within fifteen (15) days, Deminor may withdraw from the Engagement, without prejudice to the fees already earned. The Client undertakes, for its part, to inform Deminor of any situation of which it is aware and which is likely to create a conflict of interest on the part of Deminor.

 

5. Absence of power of representation on the part of Deminor

Deminor may not perform any legal act in the name and on behalf of the Client, save by virtue of a special mandate granted for that purpose and subject to ratification by the Client.

 

6. Best efforts

Deminor’s undertakings constitute obligations of means (obligations de moyens / middelenverbintenissen). Deminor undertakes to perform its Engagement with all due care (“best efforts”), without guaranteeing the achievement of any specific result.

 

7. Beneficiary of the services

Any service provided by Deminor is provided for the exclusive benefit of the Client concerned and solely within the framework of the Engagement concerned. Deminor’s advice may not be used by Third Parties, and Deminor assumes no liability towards them, save by express written agreement.

 

8. Involvement of Third Parties

Deminor may call upon Third Parties for the performance of services falling within the scope of the Engagement on behalf of the Client. Deminor shall exercise due care in the selection of such Third Parties but shall in no event be liable for the acts or omissions of the latter. Where applicable, Deminor shall ensure that such Third Parties comply with and observe all the terms and conditions of the Agreement between Deminor and the Client.

 

9. Indemnification in respect of Third Parties

The Client shall indemnify and hold Deminor harmless against any claim by Third Parties arising out of the Engagement entrusted by the Client and/or the services performed for the Client, save to the extent that such a claim is based on wilful misconduct or gross negligence of Deminor.

 

10. Fees and expenses

Unless otherwise agreed, the fees are calculated on the basis of the number of hours worked multiplied by the hourly rates set annually by Deminor. These hourly rates are indexed annually during the contractual relationship with the Client on the basis of the consumer price index. The hourly rates may vary according to the experience and level of competence of the Consultant and are specified in the Main Agreement.

 

The expenses incurred by Deminor are charged as follows:

• office expenses (printing, typing, secretarial work, etc.): 5% of the total amount invoiced excluding VAT;
• travel expenses outside the judicial district of the office concerned by the Engagement (Brussels or Ghent): EUR 0.51 per kilometre;
• travel expenses within the judicial district of the office concerned by the Engagement: EUR 8.20;
• other expenses: these are invoiced to the Client at actual cost, against production of supporting documents. The Client’s prior consent is required where the expense exceeds EUR 100 excluding VAT.

 

All amounts are exclusive of VAT. VAT at the applicable rate (currently 21%) is added to the total amount of expenses and fees.

 

Deminor’s services are in principle invoiced monthly.

In accordance with the Belgian rules on mandatory electronic invoicing between VAT-taxable persons established in Belgium, the invoices issued by Deminor to Clients that are VAT-taxable in Belgium are transmitted exclusively via the PEPPOL network, in the required structured format (UBL/CII). The Client is required to have an active PEPPOL access point and to communicate its PEPPOL identifier (PEPPOL ID) to Deminor before the start of the Engagement or, at the latest, before the issuance of the first invoice.

 

Only invoices transmitted via the PEPPOL network are deemed to have been validly issued and constitute the starting point of the payment period and of the complaint period referred to in this article. Deminor cannot be held liable for any payment delay, penalty or other consequence resulting from the absence or malfunction of the Client’s PEPPOL access point, the communication of an incorrect or incomplete PEPPOL ID, or any interruption of the PEPPOL network beyond Deminor’s control.

 

In the event of a temporary and duly substantiated technical impossibility to use the PEPPOL network, the Parties may agree in writing on an alternative method of transmission for the invoice concerned. This derogation is strictly limited to the invoice in question and does not constitute a waiver of the electronic invoicing obligations for subsequent periods.

 

For Clients that are not VAT-taxable in Belgium or for whom electronic invoicing via PEPPOL is not legally required, Deminor may issue its invoices in accordance with the terms agreed in the Main Agreement or, failing that, electronically to the address communicated by the Client.

 

Invoices are payable within fifteen (15) days of their date of issue. Any complaint regarding an invoice must be notified in writing to Deminor within fifteen (15) days of its receipt, failing which it shall not be taken into consideration.

 

Unless otherwise agreed, Deminor may require the Client, prior to the start of the Engagement, to pay an advance on account of future fees and expenses. This advance shall be deducted from the first invoice.

 

11. Late payment

Non-payment of an invoice on its due date gives rise, by operation of law and without prior notice of default, to late-payment interest, as from the due date and at the statutory interest rate applicable to commercial transactions in force at the time of the due date (currently 10.5%).

 

A lump sum set at fifteen per cent (15%) of the invoice amount is also due by way of damages, with a minimum of five hundred euros (EUR 500) and a maximum of twelve thousand five hundred euros (EUR 12,500), without prejudice to Deminor’s right to claim compensation for all actual damage and costs incurred as a result of the failure to meet the payment deadlines.

 

Where the invoice is addressed to a private consumer, late-payment interest is due at the statutory interest rate applicable to consumers (currently 4.5%).

 

In that case, the compensation amounts are strictly limited to the ceilings provided for by the Belgian legislation applicable since 1 September 2023, namely:

• EUR 20 for amounts outstanding up to EUR 150;
• EUR 30 increased by 10% of the portion between EUR 150 and EUR 500;
• EUR 65 increased by 5% of the portion exceeding EUR 500;

subject to an overall maximum of EUR 2,000.

 

12. Confidentiality and cooperation

Unless expressly authorised by the Client, Deminor undertakes to observe the strictest confidentiality with regard to all documents and information, whether written or oral, relating to the Client’s file and communicated in connection with the Engagement, and not to disclose them to Third Parties. This obligation does not apply (i) to information that has entered the public domain without breach of this clause, (ii) to information already known to Deminor before its communication by the Client, (iii) to information lawfully obtained from a Third Party not bound by an obligation of confidentiality, nor (iv) where disclosure is required by law, by a regulation, by a decision of a competent authority or in the context of a professional obligation. Deminor is furthermore authorised to communicate the strictly necessary information to its insurers, external advisers and subcontractors/Consultants involved in the performance of the Engagement, provided that the latter are bound by an obligation of confidentiality.

The confidentiality obligations set out in this article apply both during and after the Engagement, for as long as the confidential information has not lost its confidential character.

 

Deminor undertakes to return, upon completion of the Engagement and on first request, all documents, whether originals or copies, communicated by the Client.

 

Unless expressly authorised otherwise, the Client and Deminor undertake to keep strictly confidential the very existence of the Engagement.

 

The Client undertakes to cooperate reasonably with Deminor (“best efforts”) and to make available all documents and information useful or necessary for the performance of the Engagement.

 

13. Intellectual property

Deminor remains the owner of all intellectual property rights relating to its methods, tools, models, systems, software, databases, standard documents and know-how, whether pre-existing or developed before or during the Engagement.

 

Deminor remains the owner of all intellectual property rights in the Deliverables transmitted to the Client in connection with the Engagement. The delivery of the Deliverables does not entail any assignment of rights. The Deliverables may be used by the Client only for the purposes and the object of the Engagement, and may not be published, reproduced, adapted or communicated to Third Parties without the prior written consent of Deminor.

 

14. Use of artificial intelligence

In the performance of the Engagement, Deminor may use artificial intelligence tools or systems (hereinafter “AI Tools”) for assistance purposes, in particular for documentary research, data analysis, the structuring of information or assistance in drafting preparatory documents.

The use of AI Tools does not in any way alter Deminor’s obligations under the Agreement. Deminor remains solely responsible for the content of the Deliverables delivered to the Client. Any element produced with the assistance of AI Tools is subject to critical review and validation by a qualified Consultant before any delivery to the Client. Deminor draws the Client’s attention to the fact that AI Tools may produce inaccurate or incomplete results (in particular through the so-called “hallucination” phenomenon); it is precisely for this reason that human validation constitutes a systematic and non-substitutable step in Deminor’s working process.

Deminor ensures that the AI Tools used in connection with the Engagement comply with appropriate standards of confidentiality and data security, in accordance with Regulation (EU) 2016/679 on the protection of personal data (GDPR) and, where applicable, Regulation (EU) 2024/1689 on artificial intelligence (AI Act).

The Client is informed that the use, on its own initiative, of consumer-grade AI Tools to process, summarise or analyse information relating to the Engagement is likely to give rise to confidentiality risks, in particular through the transfer of data to servers located outside the European Union. Deminor declines all liability for the consequences arising from such use by the Client.

 

15. Anti-money laundering

In accordance with the Belgian and European rules on anti-money laundering, Deminor may be required to identify the Client and its ultimate beneficial owners. Accordingly, Deminor may be required to request certain information and documents from the Client, to retain them and/or to consult relevant databases for that purpose.

 

The Client undertakes to provide the information requested by Deminor and to inform Deminor in good time of any change concerning such information and documents.

 

In the absence of communication of such information and documents within a reasonable period, Deminor reserves the right to suspend or terminate the Engagement.

 

16. Protection of personal data

Deminor processes personal data in accordance with the applicable legislation, in particular Regulation (EU) 2016/679 on the protection of personal data (GDPR). Deminor is the controller of the data processing.

 

For all information relating to the processing arrangements, the rights of data subjects and the security measures put in place, reference is made to Deminor’s privacy policy, available on Deminor’s website (Privacy & cookie policy – deminor NXT).

 

The data are processed for the following purposes: file management, client management, quality control, informational or promotional communications, and compliance with legal and regulatory obligations.

 

The data are transmitted to Third Parties only to the extent necessary for the performance of the Engagement or for compliance with legal obligations. Data subjects have a right of access, rectification and objection, which may be exercised by written request to info@deminornxt.com, accompanied by a copy of the identity card.

 

17. Liability

Save for any mandatory provision to the contrary and except in cases of gross negligence or wilful misconduct of Deminor established by a court in last instance, Deminor’s total liability, on whatever basis, is limited to an amount not exceeding 50% of the total amount of fees received in connection with the performance of the Engagement (excluding any Success Fee received by Deminor).

Deminor takes out professional civil liability insurance with an insurer known to be solvent. At the express request of the Client, Deminor may communicate the essential information relating to this cover (insurer, scope, amounts). Such communication is provided for information purposes only and may not alter the limits of liability contractually agreed.

 

Deminor may under no circumstances be held liable for indirect damage, such as in particular loss of opportunity, loss of profit, loss of clientele or damage to reputation.

 

Only Deminor may be held liable in connection with the performance of the Engagement. The Client waives any claim, whether contractual or non-contractual, against the Consultants.

 

Any complaint relating to the performance of the Engagement must be notified in writing to Deminor within a period of thirty (30) days from the date on which the Client became aware, or should reasonably have become aware, of the triggering event, provided that this period may not exceed 24 months from the delivery of the Deliverables concerned or the end of the Engagement.

 

18. Force majeure

Neither Party may be held liable for the non-performance or delay in the performance of its obligations where this results from a case of force majeure, understood as any unforeseeable, irresistible event external to the Party concerned and beyond its reasonable control, such as in particular: natural disaster, pandemic, war, act of terrorism, riot, binding governmental or regulatory decision, or generalised failure of communication networks or digital infrastructure.

The Party invoking a case of force majeure shall inform the other Party in writing as soon as possible after becoming aware of it. The obligations of the affected Party are suspended for the duration of the event. If the case of force majeure persists for more than sixty (60) days, either Party may terminate the Agreement by written notice, without indemnity on either side, subject to payment by the Client of the fees and expenses already incurred by Deminor.

 

19. Termination

Unless otherwise stipulated in the Main Agreement, either Party may terminate the Agreement at any time, by written notice addressed to the other Party with a notice period of thirty (30) calendar days. In the event of termination at the Client’s initiative, the fees and expenses corresponding to the services performed up to the effective date of termination remain payable in full. Deminor shall return to the Client, within a reasonable period following termination, the documents in its possession belonging to the Client. However, in the event of termination by the Client of a Main Agreement that provides for fees based on a result to be achieved, the Client shall be required to comply with the special conditions of the Main Agreement; where applicable, the Client shall indemnify Deminor for all services performed on the basis of the hours worked but not invoiced, at the hourly rate in force on the date of termination.

 

Deminor may terminate the Agreement with immediate effect, without notice or indemnity, in the event of: (i) a serious and unremedied breach by the Client of one of its essential obligations within fifteen (15) days following a written notice of default; (ii) the opening of insolvency proceedings against the Client; (iii) failure to communicate the information required under the anti-money laundering rules; or (iv) the occurrence of an insurmountable conflict of interest. Provisions which by their nature are intended to survive termination (in particular confidentiality, intellectual property, liability and applicable law) remain in force after the end of the Agreement.

 

20. Waiver

No waiver of any provision of the Agreement shall be effective unless it is set out in a written document signed by the Party waiving it.

 

21. Assignment

Without prejudice to the legal consequences of transfers of a universality or of a branch of activity, mergers, demergers and equivalent transactions, the Parties may not transfer, encumber or assign in any manner whatsoever the rights or obligations arising for them under this Agreement, without the prior written consent of the other Parties to the Agreement.

 

22. Partial invalidity

The nullity or unenforceability of any provision shall not affect the validity of the other provisions. The provision concerned shall be replaced by a valid provision producing an equivalent economic effect.

 

23. Governing law and jurisdiction

The contractual relationship between the Client and Deminor is governed by Belgian law.

 

The mandatory provisions arising from the applicable rules of private international law remain applicable, without this entailing the automatic application of foreign default provisions where Belgian law is validly applicable.

 

In the event of a dispute relating to the validity, interpretation or performance of the contractual relationship, the Parties undertake first to attempt to resolve their dispute amicably, including, where appropriate, by means of a mediation procedure, within a period of thirty (30) days from the notification of the dispute by the more diligent Party. Failing an amicable settlement within this period, the dispute shall be submitted exclusively to the competent courts of Brussels, save for any mandatory provision to the contrary.