General terms and conditions

You can also download these general terms and conditions as a PDF (Dutch version).

Article 1: Scope

1.1 These general terms and conditions apply to every service provided by MINIMA Group BV (company number BE 1003.161.132, RLE Antwerp, Hasselt division), with its registered office at 3582 Beringen (Koersel), Nieuwendijk 12D (hereinafter “MINIMA”).

1.2 Only these general terms and conditions apply to the relationship between MINIMA and the client. This is without prejudice to any written agreements to the contrary between MINIMA and the client, such that the general terms and conditions apply only insofar as they do not deviate from what has been agreed in writing. Written agreements to the contrary concluded after the date on which these general terms and conditions were communicated prevail in the event of any conflict with these general terms and conditions.

1.3 Services include, but are not limited to, assignments, offers, work, orders, agreements, and deliveries of services and/or products by MINIMA to the client.

Article 2: Quotations

2.1 Unless expressly agreed otherwise, the client has thirty (30) days from the date on which the quotation is handed over to accept it.

2.2 Quotations are always non-binding and indicative, in the sense that MINIMA reserves the right to make changes to the quotation and also reserves the right to refuse the assignment without stating reasons.

2.3 Quotations are only legally valid once there is a written agreement between the client and MINIMA.

2.4 Past quotations confer no rights with respect to future services.

Article 3: Acceptance

3.1 Acceptance takes place explicitly and in writing.

3.2 For the purposes of acceptance, the client is deemed to have taken note of the general terms and conditions set out here. These are provided before acceptance and can always be found at www.minimaworks.be/algemene-voorwaarden/.

3.3 In the event of new information after acceptance of which MINIMA was not aware, MINIMA reserves the right to cancel the assignment if the new circumstances make its performance unacceptable.

Article 4: Retention of title

4.1 MINIMA retains ownership of the goods stated in the agreement. Ownership will only pass definitively to the client once the agreed price has been paid in full and the client has, where applicable, remedied all of its defaults.

4.2 The risk of loss or damage passes to the client as soon as the client itself or its agent takes physical possession of the goods.

Article 5: Delivery

5.1 Our services and products will only be supplied to natural persons and/or business entities operating within the framework of Belgian and/or Dutch legislation.

5.2 Depending on what has been agreed, the client collects the product itself or MINIMA itself brings it to the agreed destination.

5.3 Where MINIMA brings the products to the client, the travel costs will be invoiced.

Article 6: Prices and payment

6.1 The prices stated in the quotation, if given, are indicative. They are exclusive of VAT, travel costs and any administration costs. Depending on the situation, MINIMA works with an hourly rate stipulated in the price specification. This price specification is provided together with the quotation. Unless agreed otherwise, the price is determined after completion of the services.

6.2 MINIMA does, however, reserve the right to deviate by 10% from the agreed price, subject to notification of the deviation.

6.3 Article 6.2 applies only where a price was initially agreed but was given merely as an indication.

6.4 Deviations caused by the client are incorporated, without limit, into the total price payable.

6.5 Where justified, MINIMA has the right to deviate by more than 10%, depending on each situation.

6.6 Depending on the circumstances, MINIMA may apply an indexation that is customary in this particular sector, provided there are legitimate reasons. Legitimate reasons may include, but are not limited to, services of third parties (such as Microsoft) to which MINIMA is subject. In this respect, price changes by third parties may cause price changes at MINIMA.

6.7 The payment terms differ depending on the services requested.

6.8 Where the client is a private individual, an advance payment of 20% of the agreed total amount is invoiced before the service commences. Unless agreed otherwise, the client, in this case the private individual, has a period of fourteen (14) days from the delivery of the service by MINIMA to fulfil their payment obligation.

6.9 Where the client is a business, a distinction is made between projects, services, subscriptions, licences and products.

6.9.1 Unless otherwise provided in a written agreement, projects are invoiced in accordance with the price specification.

6.9.2 Unless otherwise provided in a written agreement, an advance payment of 20% of the total amount is invoiced for projects. The work only commences once MINIMA has received this advance payment. Unless agreed otherwise, the client has fourteen (14) days from the delivery of the service, that is the project, to pay the remainder of the total amount. The right to issue interim invoices is recognised if agreed in writing.

6.9.3 Unless otherwise provided in a written agreement, services are invoiced at an hourly rate in accordance with the price specification. Unless agreed otherwise, the client has fourteen (14) days from the final delivery of the service to pay the remainder of the total amount.

6.9.4 Subscriptions & licences are recurring or one-off. The client has fourteen (14) days from the first day of each month to fulfil its payment obligation.

6.9.5 [Products] are invoiced immediately, which means that the client must pay the full agreed amount immediately after acceptance of the quotation. MINIMA reserves the right to charge additional costs in connection with management and expertise. These costs include, but are not limited to, processing costs, warranty custody, return costs, product selection and administration costs.

Article 7: Performance of the agreement

7.1 MINIMA's obligation is limited to what was expressly agreed in the agreement. Amendments to the agreement may give rise to an extended performance period or additional costs. MINIMA also reserves the right to terminate the agreement if the amendments make its performance impossible.

7.2 Performance of the work only commences after receipt of the advance payment or, where applicable, of the full agreed amount.

7.3 The client provides the necessary data and, where appropriate, the materials deemed necessary for the performance of the agreement. If these requirements are not provided (in time), MINIMA has the right to invoice the client for the costs incurred as a result of this delay and to suspend its obligation until these requirements have actually been received.

7.4 Without prejudice to the previous paragraph, MINIMA reserves the right to consider services as delivered if the client fails to provide further information within thirty (30) days of notification.

Article 8: Termination and breach of contract

8.1 MINIMA and the client both have the right to terminate the agreement with immediate effect if there are objective reasons indicating insolvency and/or the fact that the other party will not be able to meet its financial obligations.

8.2 MINIMA and the client both have the right to terminate the agreement, subject to formal notice of default and the granting of a period of thirty (30) days, if it appears that the other party will not perform the agreement. Upon termination, the services included in the agreement that have already been performed must be paid for.

8.3.1 In the event of full or partial late payment, MINIMA also has the right to claim lump-sum damages of 10% of the total invoice amount as compensation for the loss suffered by MINIMA, with a minimum of €50.00.

8.3.2 By way of exception to the previous paragraph, lump-sum damages of 10% of the total invoice amount apply to private individuals.

8.3.3 The foregoing is without prejudice to MINIMA's right to claim compensation for extrajudicial collection costs and administrative costs arising from non-payment, or its right to claim additional damages, provided that MINIMA furnishes proof of the damage it has actually suffered.

8.4 As long as the client fails to fulfil its payment obligation, MINIMA reserves the right to suspend the agreed services until payment has actually been made. This suspension cannot give rise to any compensation for the client.

Article 9: Cancellation

9.1 Cancellation by the client must be made in writing. If services have already been provided by MINIMA, the client must pay for them. This compensation includes, but is not limited to, all services provided, goods and all products already purchased.

9.2 The client must pay a termination fee in accordance with the price specification. If MINIMA or the client cancels the agreement after acceptance, a reasonable notice period in accordance with the price specification is taken into account.

Article 10: Processing of personal data

10.1 MINIMA collects and processes the client's data, as well as data relating to the client. This takes place for the agreed purposes and in accordance with the General Data Protection Regulation.

10.2 The general terms and conditions must be read together with the Privacy and Cookie Policy.

10.3 For more information on the collection and processing of data, reference is made to the Privacy and Cookie Policy attached to the General Terms and Conditions, also available at www.minimaworks.be/algemene-voorwaarden/.

Article 11: Intellectual property

11.1 All intellectual property rights attaching to the services provided by MINIMA belong to MINIMA.

11.2 These intellectual property rights belonging to MINIMA may not be transferred, distributed or reproduced, unless agreed otherwise in writing.

Article 12: Amendment of the general terms and conditions

12.1 MINIMA reserves the right to amend the general terms and conditions at any time.

12.2 The amendments are communicated to the client within fifteen (15) days. If they contain decisive changes, the client has the option to terminate the agreement within fifteen (15) days of the communication.

Article 13: Warranty

13.1 The warranty relates to defects in the delivered product that were clearly and in writing designated as an obligation.

13.2 Where the delivery concerns a product, the warranty rules set by the supplier apply. For products, MINIMA is not liable for defects, as MINIMA acts as an intermediary between the supplier and the client. In this type of service, MINIMA is not the manufacturer of the product. Only MINIMA's management and expertise are called upon.

13.3 Where it concerns services of which MINIMA is the developer and creator, defects will at all times be remedied by MINIMA, provided there is a maintenance contract between MINIMA and the client. The client is invoiced per hour, nevertheless in accordance with the price specification.

13.4 Other than in the event of force majeure, if the defects cannot be remedied, MINIMA may offer an alternative or compensation depending on the situation.

Article 14: Liability

14.1 MINIMA undertakes an obligation of means and not an obligation of result towards the client. MINIMA will use all reasonable means to achieve the intended result.

14.2 Where MINIMA enters into an agreement with several clients, they are all jointly and severally liable for the performance of the obligation.

14.3 MINIMA is not liable in the event of force majeure. Furthermore, liability for indirect damage is excluded at all times. Accordingly, such damage cannot give rise to compensation.

14.4 Liability for direct damage is limited to the amount invoiced in the last twelve months.

14.5 MINIMA is also not liable for damage resulting from abnormal storage or transport conditions, intentional damage, negligence, misuse, accidents by the client, or damage otherwise caused by the client.

14.6 Liability for an attributable failure only arises once the client has explicitly and in writing notified MINIMA of the failure. A reasonable period is then granted to still perform the obligation. The same applies in the reverse relationship.

14.7 MINIMA is not liable for damage resulting from a lack of information provided by the client. This includes the provision of incorrect or incomplete information. Likewise, MINIMA is not liable for damage arising from a slight fault or a slight fault of its agents/employees, nor for damage arising from errors of third parties.

Article 15: Force majeure

15.1 Force majeure comprises a non-attributable failure to perform the obligations and all cases that, beyond one's will, make performance impossible. Some examples of force majeure situations are: accidents, war, fire, overheating, dust, terrorist attacks, consequences of natural disasters, unplanned strikes, lock-outs, theft, illness, government measures, delays at suppliers, non-performance by suppliers, ...

15.2 Where it appears that, after the occurrence of force majeure, MINIMA has partially performed its obligation or, where applicable, can still partially perform its obligation, the client is invoiced pro rata for that separate part. The client is bound to pay the invoice as if it concerned a separate agreement.

15.3.1 Non-performance of the obligation due to force majeure gives no grounds for termination of the agreement or for any form of compensation.

15.3.2 In the event of a continuing force majeure situation of sixty (60) days, both MINIMA and the client are entitled to terminate the agreement without any compensation.

15.4 The force majeure situation must be proven by the party invoking it. In addition, the impossibility to perform the obligation must be extraneous to the party invoking force majeure.

Article 16: Confidentiality and confidential information

The parties will treat all information obtained as strictly confidential and will not disclose it to third parties without prior written consent, unless this is required by law or by government authorities, in which latter case the disclosing party will immediately inform the other party.

Article 17: Validity

The invalidity or nullity of any of these provisions does not affect the validity and application of the others.

Article 18: Applicable law & Jurisdiction

18.1 All agreements to which these terms and conditions apply, and all other agreements arising from them, are exclusively governed by Belgian law.

18.2 All disputes between MINIMA and the client fall within the jurisdiction of the competent courts of the judicial district of MINIMA's registered office.