GENERAL TERMS & CONDITIONS
IT CONSULTING & DIGITAL TRANSFORMATION SERVICES
These General Terms & Conditions (the “GTC”) apply to all services provided by:
Erebor SRL, operating under the commercial name "Galaadh"
Avenue Herrmann-Debroux 40
1160 Auderghem – Belgium
Enterprise number: 0778.335.918
Email: info@galaadh.com
(hereinafter the “Provider”)
The contracting party identified in the quotation, order form, or statement of work is hereinafter referred to as the “Client”.
These GTC apply exclusively to business clients (B2B).
1. Scope – Contractual Documents – Precedence
1.1. These GTC apply to all consulting, advisory, implementation, configuration, development, integration, audit, training, maintenance, support, and digital transformation services provided by the Provider (the “Services”).
1.2. The contract between the Parties (the “Contract”) consists of:
(i) the accepted quotation / Order Form / Statement of Work;
(ii) any Special Conditions signed by both Parties;
(iii) these GTC.
1.3. In case of conflict, the documents prevail in the above order.
1.4. The Client’s general terms are expressly excluded unless accepted in writing by the Provider.
2. Nature of the Services – Obligation of Means
2.1. Unless expressly agreed otherwise, the Provider is bound by an obligation of means (“best efforts obligation”) and not an obligation of result.
2.2. Delivery dates and timelines are indicative unless explicitly guaranteed in writing.
3. Client Cooperation
3.1. The Client acknowledges that the proper execution of the Services requires active and timely collaboration.
3.2. The Client shall:
provide accurate information, data, documentation, and access;
appoint a competent decision-making contact person;
ensure availability of relevant staff;
ensure legality of licenses, data, and content provided;
promptly inform the Provider of any circumstance impacting scope, timeline, or budget.
3.3. Delays or additional costs caused by the Client or third parties engaged by the Client may result in timeline adjustments and additional billing at the applicable rates.
4. Subcontracting
4.1. The Provider may use qualified subcontractors while remaining responsible for proper execution of the Services.
4.2. Where the Client directly selects or contracts third-party providers, the Provider is not responsible for their performance.
5. Pricing Models
Services may be billed under one of the following models:
5.1 Time & Materials
Services are invoiced monthly in arrears based on actual time spent.
Time is recorded and rounded to the nearest 15-minute increment.
5.2 Fixed Price
Milestones, scope, and payment schedule are defined in the Order Form.
5.3 Prepaid Hour Packs (“Packs”)
(a) The Client may purchase prepaid Packs at the agreed price and discount.
(b) Packs are invoiced and payable in advance.
(c) Hours are deducted based on actual time spent, rounded to 15-minute increments.
(d) Packs are non-refundable.
(e) Validity period:
Packs below 100 hours: valid for 12 months from invoice date.
Packs of 100 hours or more: valid for 18 months from invoice date.
(f) Unused hours expire automatically at the end of the validity period.
(g) Packs do not guarantee specific response times unless a separate SLA is agreed.
(h) If Pack hours are exhausted, further Services require purchase of a new Pack or written confirmation to continue under Time & Materials.
6. Expenses
Unless otherwise agreed, reasonable travel and accommodation expenses are invoiced in addition to Service fees, supported by appropriate documentation.
7. Invoicing and Payment
7.1. All prices are expressed in EUR and exclusive of VAT and applicable taxes.
7.2. Payment term: 30 calendar days from invoice date, unless specified differently on the Order form and/or Invoice.
7.3. Any invoice dispute must be notified in writing within 15 calendar days of invoice date. After that period, the invoice is deemed accepted.
7.4. In case of late payment:
Interest shall automatically accrue in accordance with the Belgian Law of 2 August 2002 on combating late payment in commercial transactions.
A fixed compensation of 10% of the unpaid amount (minimum EUR 125) shall be due.
7.5. In case of non-payment after written reminder, the Provider may suspend all or part of the Services without liability.
8. Delivery and Acceptance
8.1. Deliverables are deemed accepted if not contested in writing within 10 working days following delivery.
8.2. Minor defects that do not substantially prevent use do not block acceptance.
8.3. Use of a Deliverable in production constitutes acceptance.
9. Change Requests
9.1. Any modification to scope, assumptions, or timeline must be documented.
9.2. The Provider may perform an impact analysis billed at applicable rates.
9.3. No change will be implemented without written approval by the Client.
10. Intellectual Property
10.1 Background IP
Each Party retains ownership of its pre-existing intellectual property, tools, methodologies, frameworks, libraries, templates, know-how, and generic components.
10.2 Assignment of Custom Deliverables
Subject to full payment of all amounts due, all intellectual property rights in Deliverables specifically developed for the Client (including custom code) are assigned to the Client, unless otherwise stated in the Order Form.
10.3 Provider Retained Rights
The Provider retains ownership of its Background IP and any reusable components integrated into the Deliverables. The Client receives a non-exclusive, perpetual license to use such elements as part of the Deliverables for its internal business purposes.
10.4 Third-Party Components
Deliverables may include third-party software or components governed by their respective license terms.
11. Confidentiality
11.1. Confidential Information means any non-public information disclosed in connection with the Contract.
11.2. Each Party shall:
use Confidential Information only for contract purposes;
protect it with reasonable safeguards;
disclose it only to persons bound by confidentiality.
11.3. Confidentiality obligations remain in force during the Contract and for five (5) years after termination.
12. Data Protection (GDPR)
12.1. Each Party acts as data controller for its own administrative data.
12.2. Where the Provider processes personal data on behalf of the Client, a separate Data Processing Agreement may be concluded.
12.3. The Client is responsible for the legality of the data provided.
13. Liability
13.1. The Provider shall not be liable for:
indirect or consequential damages (loss of profit, revenue, goodwill, business interruption, loss of data, etc.);
damages caused by third parties or Client actions;
decisions taken by the Client based on advisory deliverables.
13.2. To the maximum extent permitted by Belgian law, the Provider’s total aggregate liability is limited to the fees paid for the Services giving rise to the claim during the twelve (12) months preceding the event.
13.3. This limitation does not apply in cases of fraud, wilful misconduct, or where liability cannot legally be limited.
14. Termination
14.1. Either Party may terminate the Contract for material breach not remedied within 30 days following written notice.
14.2. In case of insolvency or bankruptcy proceedings, termination may occur immediately.
14.3. Upon termination, the Client shall pay for all Services performed up to the effective date.
15. Non-Solicitation
During the Contract and for twelve (12) months after its termination, each Party undertakes not to directly solicit or hire any employee or subcontractor of the other Party who was directly involved in the performance of the Services, without prior written consent.
In case of breach, the breaching Party shall pay a fixed compensation equal to three (3) months of the concerned person’s last monthly remuneration, without prejudice to claiming higher proven damages where permitted by law.
16. Force Majeure
Neither Party shall be liable for delay or failure due to events beyond reasonable control (including major third-party service outages, strikes, fire, natural disasters, governmental actions).
If force majeure lasts more than 60 days, either Party may terminate the Contract.
17. Assignment
The Client may not assign the Contract without prior written consent. The Provider may assign the Contract in the context of restructuring or transfer of business.
18. Severability – Waiver
If any provision is invalid or unenforceable, the remainder remains in full force. Failure to enforce a right does not constitute waiver.
19. Governing Law – Jurisdiction
The Contract is governed by Belgian law.
Any dispute shall fall under the exclusive jurisdiction of the competent courts of Brussels, Belgium.