(EN)

Article 1 – General provisions

1. These general terms and conditions apply to all quotations and contracts of the Private Limited Company nanoGrid (hereinafter referred to as “nanoGrid”), which has its registered office at 9320 Erembodegem, Churchillsteenweg 17 and with KBO no. 0847.312.618, unless expressly stipulated otherwise in writing.
2. These general terms and conditions apply to all work that the client (hereinafter referred to as ‘the Client’) may request from nanoGrid (studies, engineering of electrical installations, supply of products and provision of services for energy monitoring, provision of software services via a web-based platform, etc.).
3. nanoGrid’s terms and conditions also apply to additional work.
4. nanoGrid’s general terms and conditions shall take priority over the general and/or other terms and conditions of the Client.

Article 2 – Contractual amendments

nanoGrid reserves the right to amend these general terms and conditions at its sole discretion and will notify the Client thereof. Amendments shall be effective for all contracts concluded after this notification.

Article 3 – Quotations, price offers and orders

1. Quotations may not be communicated to third parties without the prior written authorisation of nanoGrid.
2. A contract between both parties shall only be binding if the quotation, in whatever form (e-mail, fax, etc.), may have been approved and signed by the Client, and is received by nanoGrid during the period in which the quotation is valid. Unless expressly agreed otherwise, the terms and conditions of the quotation shall remain valid until one month after the date of dispatch of the quotation.
3. Kilometer allowance is not included in standard offers and will be added at standard market conform rates.
4. All additional work shall be carried out in mutual consultation. By ‘additional work’ is understood anything performed by nanoGrid during the execution of the contract that exceeds the work explicitly stipulated in the contract or the order confirmation including but not limited to additional work due to: (a) negligence on the part of the Client and/or his contractors in the execution or planning of the work, (b) due to the actions of the Client and/or third parties, (c) due to inaccessibility of the workplace or techniques, (d) due to preparatory works not executed by the Client as agreed (e) due to roadworks or location of the buildings that prevent normal access.
5. From year 4 onward, a battery warranty fee will be added as a full omnium guarantee for battery status follow-up and replacement.
6. A standard nanoGrid installation does not require any inspection. If the nature of the work is such that an inspection is deemed necessary, the costs thereof shall be borne by nanoGrid.
7. All prices and fees are adjusted annually on January 1st according to the following formula:
   P1 = P0 x [t + (1-t x S1/S0)] where:
   P1 = amount at date of invoice;
   P0 = amount at the date of the contract proposal;
   S1 = New Agoria index: the Agoria index applicable in December preceding the indexation date;
   S0 = Agoria base index: the Agoria index applicable to the month preceding the entry into force of the contract.t = 0.6 in the case of a lease and; 0.2 in the case of a sales-related service contract.Agoria index: Agoria Index National Average Salaries, available at www.agoria.be.

Article 4 – Implementation deadlines & delivery

1. The implementation and delivery deadlines of the works and products are purely indicative, unless a formal delivery date is explicitly stipulated in the contract. The delivery deadline starts as soon as nanoGrid is in possession of the necessary documents for the delivery or provision of the ordered products or services.
2. If no delivery deadline has been agreed, nanoGrid shall undertake to deliver the work to the Client within the reasonable period that is customary.
3. The delivery deadlines specified by nanoGrid are always non-binding. However, nanoGrid shall make every effort to observe these deadlines to the best of its ability.
4. Failure to meet the delivery deadline, for whatever reason, shall never entitle the Client to compensation for damages, nor entail the dissolution of the agreement or non-fulfilment of its obligations.
5. Delivery shall take place as soon as log-in data have been provided, the Client can log in successfully and the measurement data have been validated by nanoGrid.
6. Partial delivery is permitted.

Article 5 – Assembly / Acceptance testing

1. If the parties have agreed on the assembly of the goods, the Client shall be responsible for the correct and timely execution of all facilities, provisions and/or conditions necessary for the assembly and installation of these goods.
2. Without prejudice to the provisions of paragraph 1, the Client shall, in any event and at its own risk and expense, ensure that:
3. Upon arrival at the installation site, nanoGrid’s appointees can commence and continue their work during normal working hours;
4. The access routes to the installation site are suitable for the required transport;
5. The installation site is suitable for assembly and storage and provides the required, lockable places for materials, tools, etc;
6. All necessary safety and precautionary measures have been taken and are being maintained.
7. Any damages and costs arising because of the conditions set out in this article not being met (on time) shall be borne by the Client.
8. The data and information in the datasets, which are provided and / or used to control techniques, are collected from various sources, including physical measurement points at different locations. These datasets are intended for use by individuals with technical skill and knowledge in energy management and data management. Although the information is provided in good faith and to the best of our knowledge, deviations are possible.

Neither nanoGrid nor any of its appointees makes any warranty, express or implied, including any warranties of fitness for a particular purpose, or accepts any legal liability or responsibility for the accuracy, completeness or usefulness of the information provided. While every effort is made to ensure data quality, data is provided “as is”. In no event will nanoGrid be liable for any incidental, indirect, consequential or special damages of any kind, including but not limited to damages resulting from loss of profit, loss of contracts, goodwill or business relationships, arising from the use of the data.

Article 6 – Data integrity clause

nanoGrid places a high priority on ensuring the quality and integrity of data. For this reason, nanoGrid will strive to connect directly to the metering device whenever possible. If the monitoring system is connected to an existing Building Management System (BMS) or any other data-collecting device, the integrity of the data can only be guaranteed up to the point of receiving the data transmitted by this device. Therefore, if the system/device experiences defects, malfunctions, or transmits no data or only part of the configured data stream, nanoGrid cannot be held responsible for the completeness or quality of the data.

Article 7 – Payments

1. The services and products shall be invoiced to the Client as specified in the quotation. A revisable quotation will be issued to the Client in the event of a deviation from the proposed work schedule. nanoGrid’s invoices are payable at the registered office 8 days after the invoice date, unless agreed otherwise in writing.
2. The Client authorizes nanoGrid to submit the invoices in digital format. However, these digital invoices shall remain retrievable in a readable format and shall be delivered within a reasonable period.
3. Invoices that have not been paid after the due date will be increased, automatically and without prior formal notice, by the legal interest rate as determined in accordance with the Belgian Law of 2 August 2002 on combating late payment in commercial transactions (wet 2 augustus 2002 betreffende de bestrijding van de betalingsachterstand bij handelstransacties / Loi 2 août 2002 concernant la lutte contre le retard de paiement dans les transactions commerciales) and damages amounting to 10% with a minimum of 250 EUR.
4. In the event of non-payment on the due date, nanoGrid reserves the right to either suspend the fulfilment of its obligations after prior notice of default, or to dissolve the agreement in its entirety or for the part still to be executed after a registered notice of default and without judicial intervention.
5. Without prejudice to the other rights to which nanoGrid is entitled, it shall be authorized, in the case where the Client fails to fulfil (on time) its payment obligations towards nanoGrid, and after prior notice of default and without judicial intervention, to dismantle the goods supplied by nanoGrid and attached to movable or immovable property on demand and to take possession of them without compromising the operation of the Client’s installations. To this end, the Client will provide nanoGrid with the necessary access to her/his premises.

Article 8 – Complaints

1. Complaints must reach nanoGrid within 10 working days after the delivery date. Failing this, it is assumed that the delivery or provision of the goods or services has been accepted.
2. Any disputes between the Client and nanoGrid shall under no circumstances entitle the Client to suspend payments.

Article 9 – Termination of the contract

1. The subscription for nanoGrid services has a standard duration of 5 years. It shall be tacitly renewed for successive one-year periods after this 5-year period, unless notice of termination is given by registered letter at least one month before the expiry date. This contract may be terminated earlier by the Client after 1 year, subject to 6-month prior written notice sent via registered letter.
2. The Client may unilaterally terminate the contract if it compensates nanoGrid for all expenses and labour and for everything that nanoGrid could have gained from the assignment (Art. 1794 of the Old Civil Code) without prejudice to nanoGrid’s right to ask additional damages or interests.
3. nanoGrid may terminate the contract without notice and with immediate effect if (i) the Client is declared bankrupt; (ii) the Client has been put into provisional liquidation; (iii) all or part of the Client’s assets have been seized by third parties as a protective measure or with a writ of execution; (iv) the Client does not respect its obligations; (v) the solvency of the Client is impaired in some other way, with the result that continuity of service cannot be guaranteed; (vi) the Client is the subject of a merger, division or any similar transaction or (vii) should the force majeure interruption exceed thirty (30) calendar days.
4. Either party may terminate this contract by written notice to the other party if the other party materially breaches this contract and fails to cure such breach within thirty (30) calendar days from receipt of a default notice. Either party may terminate this contract by written notice to the other party, effective as of the date of delivery of such notice, if the other party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business.
5. Upon termination of the contract by nanoGrid, an agreement will be drawn up by mutual consent, in which the final settlement and termination conditions will be specified.
6. In any case, upon termination of the contract for whatever reason, the Client will cease to use the goods supplied by nanoGrid and shall provide nanoGrid with access to her/his premises to remove those goods. This removal of goods may be subject to a dismantling fee.

Article 10 – Information, Privacy and Copyright

1. The Client agrees to provide nanoGrid with all information (all available ‘as-built’ information such as plans, technical documents, product information, previous proposals of equipment, etc.) that nanoGrid deems necessary or useful for the execution of the order. nanoGrid agrees to use this information solely for that purpose.
2. The Client and nanoGrid are obliged to maintain mutual confidentiality regarding the content of all documents and information that they entrust to each other in the context of the execution of the work.
3. All reports, drawings, software, programs, calculations, descriptions, models, tools, and documents resulting from the assignment remain the (intellectual) property of nanoGrid, even if fees have already been billed for them. The Client may only make use of the knowledge and information made available to him after full payment of the invoices and within the limits of the specific assignment.
4. The copyright and all other intellectual or industrial property rights to all software, analyses, designs, documents, reports, quotations, as well as any preparatory documents for them, are vested exclusively in nanoGrid or its licensors.
5. The Client only acquires a personal, limited, non-exclusive, and non-transferable right of use of the software for the duration of the contract. The Client shall not (re)sell, rent out, share, decompile, reverse-engineer, duplicate, or make copies of the software or other materials, except for permitted back-up purposes.
6. The Client shall treat the software made available as confidential information of nanoGrid and shall keep it confidential.
7. nanoGrid is always allowed, even after termination of the contract, to use data generated in execution of the contract insofar as this data cannot be linked to the Client so that it can reasonably be considered anonymized data.
8. nanoGrid shall not be liable for any costs, damages, and interest that may arise as a direct or indirect result of any infringement of patents, licenses, or other rights of third parties resulting from the use of data provided by the Client.

Article 11 – Representations, warranties and obligations of the Client

Client represents, warrants and undertakes:

1. that it has the right and authority, and where necessary, has secured all necessary permissions for nanoGrid to install monitoring devices, access any metering equipment and to collect and process data for the purpose of the contract;
2. to allow and not to hinder the absolute right of the nanoGrid, its affiliates and their employees and authorised representatives, to periodically verify the correct and proper use of the software in accordance with nanoGrid’s terms of use. It is understood that if nanoGrid discovers evidence of incorrect or improper use of the software by the Client, or if such usage exceeds any limitations reasonably imposed by nanoGrid, nanoGrid may, in its sole discretion, remove data and/or disable access to the software for any period that it deems appropriate or take such other action as nanoGrid deems appropriate, all without prior notice to Client;
3. to immediately notify nanoGrid of any unauthorized use of the software or any other known or suspected breach of security.

Article 12 – Upgrades

Upgrading software versions can have undesired side effects. For instance, certain bugs that did not occur in the previous version or did not cause any problems may suddenly manifest themselves. nanoGrid shall undertake reasonable efforts to resolve this within a reasonable time frame.

Article 13 – Liability, Compensation and Security

1. Immediately following delivery of the goods or the most important parts thereof, the Client shall bear the risk for all direct and indirect damage caused by third parties to or by these goods or parts. The hardware, sensors, and devices installed by nanoGrid shall always remain the property of nanoGrid. The Client shall ensure that no third parties cause any damage to the equipment and that the equipment remains connected as initially installed.
2. Defective goods or parts covered by the warranty will be repaired or replaced by nanoGrid, whether or not at nanoGrid’s premises, or by shipping a part to be replaced, in all cases at nanoGrid’s discretion. For settlement of additional works and unforeseen interventions of which the cause lies with the Client, the rates as mentioned in the quotation shall apply.
3. With regard to the services provided:
   1. Data Privacy and GDPR Compliance: nanoGrid shall implement appropriate technical and organizational measures to ensure the security and confidentiality of the Client’s data, complying with relevant data protection regulations, including the General Data Protection Regulation (GDPR).
   2. Insurance Coverage: nanoGrid carries liability insurance and professional indemnity insurance to protect both parties in case of unforeseen events or damages.
   3. Dispute Resolution: In case of disputes, both parties agree to first attempt to resolve them through mediation or arbitration before resorting to litigation.
   4. Compliance with Industry Standards: nanoGrid commits to maintaining compliance with relevant industry standards, certifications, or best practices applicable to its services, ensuring quality and reliability.
   5. Customer Support and SLAs: nanoGrid shall provide timely customer support and adhere to service level agreements (SLAs) agreed upon with clients, ensuring accountability and transparency in service delivery.
   6. Limitation of Liability: The maximum liability of nanoGrid arising out of this contract shall not in any event exceed the fees paid by the Client to nanoGrid during the preceding twelve (12) month period, except in case of fraud or willful misconduct.
   7. Exclusion of Consequential Damages: In no event will either party have any liability to the other party for any consequential or incidental losses, including but not limited to lost profits, loss of business, loss of use or of data, any unauthorized access to, alteration, theft or destruction of Client’s or its trading partners’ computers, computer systems, data files, programs or information, or costs of procurement of substitute goods or services, or for any indirect, special or consequential damages however caused and under any theory of liability and whether or not such party has been advised of the possibility of such damage.

Article 14 – Hardship

All circumstances that were reasonably unforeseeable and unavoidable at the conclusion of the contract, which would make the performance of the contract financially or otherwise more onerous or difficult than normally foreseen, shall entitle the party whose obligation is affected by unforeseeable circumstances to request the renegotiation of the contract. If, after a period of 30 days, the renegotiation has not been initiated or has not led to a solution, the party whose obligation is affected by the unforeseeable circumstances may apply to the competent court in accordance with Article 5.74 of the Civil Code.

Article 15 – Force majeure

Whilst nanoGrid will use all reasonable endeavours to fulfil its contractual obligations hereunder, neither party shall be liable for any delay or failure in performance, except for the obligation to pay monies due and owing,  due to events outside the defaulting party’s reasonable control, including, without limitation, acts of God, pandemics, earthquakes, lightning, hail, labour disputes, industry-wide shortages of supplies, actions of governmental entities, riots, war, terrorism or threats of terrorism, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the defaulting party shall be extended for a period equal to the period during which such event prevented such party’s performance.

Article 16 – Severability

In the event any provision of these general terms and conditions shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision.

Article 17 – Territorial jurisdiction – Applicable law

Any disputes shall be subject to the exclusive jurisdiction of the Courts of East-Flanders, section Dendermonde. All agreements between nanoGrid and the Client shall be subject to Belgian law except for its private international law. The application of the United Nations Convention On Contracts For The International Sale of Goods (1980) is hereby explicitly excluded.