Terms and conditions

Definitions

Markmi: the brand name used by Crunch Analytics to sell its services. Crunch Analytics: the limited liability company with registered office at Rodelijvekensstraat 28 bus 002, 9000 Ghent, Belgium and company number 0647.539.435. Services: the services delivered by Crunch Analytics. Product: the applications, schemas, concepts, documentation, guidelines, graphics or any other item delivered by Crunch Analytics. Data: All data and information supplied by the Customer to Crunch Analytics or by third parties on behalf of the Customer, or that Crunch Analytics otherwise accesses at Customer’s request for the provision of the Services and/or the delivery of the Products.

Article 1: Applicability

These general conditions, hereafter ‘General Conditions’, apply to all offers and quotes made by Crunch Analytics to its customers, hereafter ‘Customers’, and to all agreements between Crunch Analytics and its Customers, except if otherwise agreed upon in writing. These General Conditions take precedence over all other conditions from the Customer or from a third party, even if Crunch Analytics hasn’t expressly protested such conditions.

All conditions other than these General Conditions, including all deviations from these General Conditions, even if they originate from a person representing Crunch Analytics, must be confirmed by Crunch Analytics in writing in order to bind Crunch Analytics.

Crunch Analytics reserves the right to change these General Conditions. Crunch Analytics will give notice in writing to the Customer of any changes in these General Conditions, in a format chosen by Crunch Analytics. Such notice will be given at least one month before the changes enter into force. If the Customer objects the changes in writing within 14 days, the old version of the General Conditions remain in effect. If the Customer does not or does not timely object the changes, the new General Conditions will take effect.

Information in the form of brochures, graphics, illustrations and related information are meant to give a general impression about Crunch Analytics and are not binding.

Article 2: Offers and orders

Unless otherwise stated in the offer itself, all offers are valid for 30 days.

Every quote from Crunch Analytics that is not part of a written offer, is only binding to Crunch Analytics if accepted in writing by Crunch Analytics.

Article 3: Prices and payment

All prices from Crunch Analytics are in Euro and are exclusive of VAT. Any rise in VAT or any other tax of any nature between the moment of the order and the execution of the tasks as described in the offer will be charged to the Customer.

Prices are linked to 80 % of the general index of consumer prices that is monthly published in the Belgian Official Gazette. The index that serves as the basis for all calculations is the index of the month prior to the date of the offer of Crunch Analytics. This index gives a realistic view of the real costs of Crunch Analytics. Each year, on 1 January, the prices will be adapted automatically according to this formula: 20 % of the price + 80 % of the price * (new index/old index).

All invoices need to be paid within 30 days after the date of the invoice.

On all invoices that are not paid on the due date, an interest of 12 % is due and the amount of the invoices will be raised by 10 % as compensation for late payment.

If an invoice is not paid on the due date, all other invoices to the same Customer become payable immediately.

In case the Customer protests an invoice, a written and motivated notice needs to be given by registered mail to Crunch Analytics within 5 days after the invoice date. The Customer’s payment obligation is not suspended by such protest.

Article 4: Delivery and acceptance

Unless otherwise agreed upon in writing, all delivery terms are indicative and not binding.

Delivery occurs by the performance of the Services and/or by making the Products available, and the report from Crunch Analytics that the Services were performed and/or that the Products are ready for use. After receiving such report, it is the Customer’s duty to check the correct delivery of the Services and/or Products and to test them carefully.

Unless otherwise agreed upon, the Customer has 7 calendar days, starting from the delivery date, to inform Crunch Analytics of the partial or complete acceptance or refusal of the Services/Products. The Customer needs to motivate any partial or complete refusal by registered mail. The absence of any protest from the Client within the 7 aforementioned calendar days implies the acceptance of the Services/Products and the successful execution of the tests.

Hidden defects need to be reported by registered mail within 7 calendar days of discovery. The Customer bears the risk if the Customer failed to perform the necessary test(s) after the delivery of the Services/Products.

Article 5: Warranty and Liability

Although Crunch Analytics will perform the Services and deliver the Products to the best of its ability, Crunch Analytics does not offer any guarantee on the delivered Services or Products, such as the guarantee that the Services or Products will be suitable for a specific goal or that the most efficient or performant situation will be reached.

Crunch Analytics is not liable for the use, or the consequences of the use of the results of the Services and the Products by the Customer. The Customer will verify whether these are suited for his professional purposes and, where necessary, check them with other tools and sources.

Crunch Analytics is not liable for any damages that are not a direct and immediate result of a grave error or proven intent. Crunch Analytics will never be liable for indirect damages or consequential damages, such as loss of income, claims by third parties, loss of data, etc. even if Crunch Analytics was notified of the possibility of such damages. Crunch Analytics’ liability for direct damages is limited to the restoration in kind by redelivering the Services or Products. Crunch Analytics’ contractual and non-contractual liability is in any case limited to 50 % of the amounts invoiced to and effectively paid by the Customer for the Services and/or Products that are the cause of the liability.

The Customer warrants that it holds all necessary rights in the Data and that the delivery of the Services will not violate the copyrights, database rights, trademarks, patents or any other right of a third party such as but not limited to rights based on confidentiality obligations and fair competition. Crunch Analytics is not responsible for the Data. The Customer shall fully indemnify Crunch Analytics for any damage incurred by Crunch Analytics and hold Crunch Analytics harmless against any liability resulting from inadvertence, errors, incompleteness, etc. with respect to the Data. Customer will hold harmless Crunch Analytics against all costs, including attorney costs, compensations, damages, claims, expenses and procedures that result from claims made by third parties as a result of Customer’s acts.

Article 6: Ownership

At all times Crunch Analytics remains the owner of all intellectual and other property rights on all Products delivered and on all results of Services delivered, including the source code, unless explicitly agreed otherwise in writing. Unless agreed otherwise in writing, the Customer receives a non-exclusive and non-transferable license to use such Products and results of the Services for the internal usage of the Customer. The Customer is prohibited, irrespective of the objective (commercial or not), to sell, lease, loan or distribute the Products and results of the Services, or to use them in the context of services to third parties or make them available on a network or in any other way to third parties, even free of charge.

In case a transfer of (intellectual) property has been agreed upon in writing, all Products delivered and all results from Services as well as all accompanying intellectual property rights remain the property of Crunch Analytics until all invoices are fully paid by the Customer. Crunch Analytics is free to continue using any know-how gained during the execution of the Agreement.

Article 7: Postponement, cancellation, annulment, termination

If and so long the Customer does not comply with any contractual obligations, Crunch Analytics has the right to suspend the fulfillment of its obligations notwithstanding Crunch Analytics’ other rights towards the Customer.

Crunch Analytics has the right to terminate its agreements with the Customer by registered mail, without freeing the Customer of its obligation to pay any amounts due and notwithstanding its right to compensation in case of following situations: (a) if the Customer, after written notice, fails to comply within 30 days with its obligations (such as paying invoices); (b) if the Customer becomes insolvent or seeks protection under any bankruptcy, receivership, creditor’s arrangement, composition, liquidation, suspension of payment or comparable proceeding or if any such proceeding is instituted against Customer.

In case of cancellation or breach of an agreement or order by the Customer or by Crunch Analytics due to a shortcoming of the Customer, the Customer is by law and without intervention of a court obliged to pay Crunch Analytics a fixed compensation of 20 % of the full amount for the order, notwithstanding the right of Crunch Analytics to prove higher damages.

Article 8: Personal data privacy

In case Crunch Analytics receives or collects personal data during the delivery of the Services, Crunch Analytics will handle and store these data with the utmost care and according to the European General Data Protection Regulation (GDPR).

Article 9: Transfer – Subcontracting

The Customer is not allowed to transfer its rights and obligations partially or as a whole to third parties unless otherwise and explicitly agreed upon in writing by Crunch Analytics.

Article 10: Non-solicitation

From the start of the cooperation until 24 months after the termination, the Customer agrees not to hire any staff from Crunch Analytics directly or indirectly as an employee or on any other basis, nor will the Customer attempt to do so. In the context of this article, the term ‘staff’ means all personnel or other persons, such as ‘freelancers’ and subcontractors.

Should the Customer act in breach of this article, the Customer will pay fifty thousand € as damages suffered by Crunch Analytics. The Customer acknowledges that this is a fair estimate of the cost for hiring and training such person.

Article 11: Applicable law – Competence

Any proceedings regarding the execution or interpretation of an agreement must be initiated by the Customer within 6 months of the origination of the underlying cause. After the expiry of this period the complaint is deemed to be inadmissible.

These General Conditions and all agreements between Crunch Analytics and the Customer are subject to Belgian law without giving effect to any other choice of law or conflict-of-laws rules or provisions (Belgian, foreign or international including the United Nations Convention on Contracts for the International Sale of Goods (1980) (“Vienna Convention”)), that would cause the laws of any jurisdiction other than Belgium to be applicable. The courts of Ghent have jurisdiction.