Downloadable PDF: Oroxilia General Terms and Conditions of Sale (french, english, dutch).

Version 1.0, effective from 19 March 2026.

The following is in English only.

Identification of the service provider

Oroxilia SRL

Registered office: Rue Jean Burgers 15, 7850 Enghien-Edingen, Belgium
Company number: 0646852814
VAT number: BE0646852814
Email: infos@oroxilia.com

Hereinafter referred to as the “Service Provider”.

1. Scope of application

These general terms and conditions apply to all IT services provided by the Service Provider to its customer acting in the course of its professional activity (hereinafter the “Client”), including but not limited to:

  • software development,
  • consulting,
  • IT maintenance,
  • hosting,
  • integration of IT solutions.

 

Unless expressly agreed otherwise in writing between the parties, the applicability of any general terms and conditions of the Client is expressly excluded.

In the event of any conflict, specific conditions, quotations or purchase orders shall prevail over these general terms and conditions, but only with respect to those provisions from which they expressly deviate. For all other matters, these general terms and conditions shall remain fully applicable.

The Service Provider reserves the right to amend these general terms and conditions. Amended terms shall be notified to the Client in writing or by e-mail at least thirty (30) days before their entry into force. If the Client does not accept the amended terms, it shall have the right to terminate the ongoing agreement in writing before the amendment takes effect, subject to a notice period of thirty (30) days. Continued use of the services after the amended terms have entered into force constitutes acceptance of the new terms.

2. Quotations and orders

Unless otherwise stated, any quotation issued by the Service Provider shall be valid only for thirty (30) calendar days from the quotation date. The agreement is concluded as soon as the Client accepts the quotation in writing.

Orders placed by employees, appointees or other representatives of the Client shall be deemed to bind the Client.

In the absence of a signed quotation, the services may be invoiced on the basis of the services actually provided. Any invoice must be contested in writing within eight (8) calendar days of its receipt. Failing such contestation within this period, the invoice shall be deemed definitively accepted and shall constitute proof of the order and of the performance of the services.

3. Prices

Prices are expressed in euros, excluding VAT.

The services may be invoiced at a fixed price or on a time-spent basis.

The Service Provider shall be entitled to revise and index its hourly rates and fixed prices. Any such adjustment shall be notified to the Client in writing at least thirty (30) days in advance.

Unless expressly stated otherwise, prices do not include travel, accommodation and transport costs, telecommunication costs or the cost of third-party licences and services; these shall be invoiced separately to the Client.

4. Payment

Invoices are payable within thirty (30) calendar days of the invoice date, unless expressly agreed otherwise in writing between the Service Provider and the Client.

Unless contested in due time and with reasons in accordance with these general terms and conditions, all invoices shall be payable automatically and without prior notice on their due date. A dispute concerning an invoice shall in no event justify any deferral or suspension of payment of the undisputed portion.

In the event of late payment or non-payment of an invoice, the following shall be due automatically and without prior notice:

  • interest on late payment in accordance with the Law of 2 August 2002 on combating late payment in commercial transactions; and
  • a fixed compensation of ten per cent (10%) of the outstanding invoice amount, with a minimum of forty euros (€40), without prejudice to the Service Provider’s right to claim higher actual recovery costs.

 

In the event of late payment or non-payment of any invoice, all other invoices which are then outstanding but not yet due shall become automatically and immediately payable. In such case, the Service Provider shall also have the right :

  • to require advance payments or additional security for current and future services; and/or
  • to suspend the performance of its obligations in whole or in part in accordance with clause 5 “Suspension of services in case of non-payment”.

 

The Client waives any right to set off any claims it may have against the Service Provider against amounts it owes to the Service Provider, except with the prior written consent of the Service Provider.

5. Suspension of services in case of non-payment

In the event of non-payment of an invoice on its due date, or in the event of repeated late payments, the Service Provider reserves the right, after written notification to the Client, to suspend with immediate effect the performance of all or part of the ongoing services.

The suspension shall take place without prejudice to any other right of the Service Provider, including the right to recover the amounts due, including compensation and interest, through legal proceedings and/or to terminate the agreement or the cooperation in accordance with clause 16 “Termination”.

The suspension of the services shall in no event be regarded as a fault of the Service Provider and shall not give rise to any compensation for the Client. In principle, the Service Provider shall only resume the suspended services after:

  • all overdue invoices, increased by the interest and compensation due, have been paid in full; and
  • the Client has provided any additional security or advance payments reasonably requested by the Service Provider.

 

After regularisation of payment, the services shall resume according to an adjusted schedule determined by the Service Provider in accordance with its operational possibilities. The Service Provider shall not be liable for any delays or additional costs arising from the suspension and resumption of the services.

The Service Provider also reserves the right not to resume the services after regularisation of payment, in particular where the contractual relationship has been terminated or where continuation of the services cannot reasonably be required (for example in the event of structural non-payment or a serious breach by the Client).

6. Delivery times

Delivery and performance periods are indicative only and do not constitute an essential obligation. Any overrun of these periods shall not entitle the Client to damages, a price reduction or termination of the agreement.

7. Client obligations

The Client undertakes to provide all information, decisions, access and cooperation that are reasonably necessary for the performance of the services, in due time and accurately. The Client is responsible for the accuracy and completeness of the information provided by or on
its behalf.

The Client is responsible for the availability, security and proper functioning of its own infrastructure, networks and systems, as well as for making regular back-ups of its data, unless expressly agreed otherwise in a maintenance or service agreement.

The Client warrants that it holds all necessary rights and permissions in relation to the data, software and other materials it makes available to the Service Provider, and shall indemnify the Service Provider against all third-party claims in this respect.

8. Limitation of liability

The Service Provider gives no guarantees that software or services will be completely error-free or operate without interruption. All other express or implied warranties, including but not limited to warranties of merchantability or fitness for a particular purpose, are excluded to the extent permitted by law.

The contractual and non-contractual liability of the Service Provider, regardless of the legal basis (including but not limited to breach of contract, tort or hidden defects), shall, per damage event and for all damage events together arising from one and the same service or project, in any case be limited to:

  • at most the total amount, excluding VAT, of the invoices actually paid by the Client to the Service Provider for the part of the services to which the damage directly relates; and
  • with the additional limitation that this amount shall never exceed the sum of the invoices paid during the twelve (12) months preceding the event giving rise to the damage.

 

In no event shall the Service Provider be liable for:

  • indirect, consequential or non-material damage, including but not limited to loss of profit, loss of turnover, loss or corruption of data, loss of clientele, loss of contracts or reputational damage;
  • damage that is wholly or partly the result of a fault, negligence or contractual breach by the Client or by third parties for whom the Client is responsible.

 

Nothing in these general terms and conditions excludes the Service Provider’s liability for wilful misconduct or fraud, nor any other liability which cannot be contractually excluded or limited under applicable law.

9. Maintenance

Maintenance services are subject to a separate agreement.

Unless there is an express and written maintenance agreement, the Service Provider shall have no obligation after delivery to correct errors, perform updates or upgrades, or provide permanent support.

Repairs of malfunctions due to incorrect use by the Client, changes to the Client’s configuration or environment, or requests for functional extensions shall be regarded as new, additional services and may be invoiced separately.

10. Acceptance of deliverables

Upon delivery of a result, deliverable or performance (hereinafter collectively the “Deliverable”), the Client shall have fifteen (15) calendar days to :

  • verify the Deliverable’s conformity with the agreed specifications; and
  • notify in writing and with reasons to the Service Provider any non-conformities or defects identified.

 

Any notice of non-conformity or defect must be sufficiently detailed to enable the Service Provider to assess the complaint. Failing this, the Deliverable shall be deemed definitively accepted without reservation.

Failing written contestation within this period, the Deliverable shall be deemed definitively accepted without reservation. Without prejudice to the above periods, the Deliverable shall be deemed definitively accepted as soon as the Client actually uses or puts into production the delivered software, systems or services, even if the acceptance period has not yet expired.

The mere presence of minor or non-critical defects which do not prevent the essential use of the Deliverable shall not entitle the Client to refuse acceptance. In such a case, the Service Provider shall use its best efforts to remedy such defects within a reasonable period.

Any request for modification, evolution or addition to a Deliverable that has already been accepted shall be considered a new service and may give rise to additional invoicing. in accordance with the Service Provider’s applicable rates

11. Modification of services

Any request for modification, evolution, or addition to the services originally agreed upon must be the subject of a written agreement between the parties.

If the requested modifications entail additional workload, the Service Provider reserves the right:

  • to adjust the performance periods; and
  • to apply additional invoicing.

 

In the absence of prior written agreement, the Service Provider may charge the additional services on a time–spent basis according to its applicable rates.

12. Source code ownership and intellectual property

Unless expressly agreed otherwise in writing between the parties, all intellectual property rights relating to the source code, object code, libraries, frameworks, tools, methods, models, designs, documentation and all other software and IT components developed or used by the Service Provider in the performance of the services shall remain the exclusive property of the Service Provider.

Upon full payment of all amounts due in respect of the relevant service, the Client shall obtain a non–exclusive, non-transferable and non-sub-licensable right of use in respect of the results delivered to it (such as executable software, configurations, parameter settings, documentation) for its own internal business needs, and solely for the purpose and environment described in the agreement between the parties.

Without the prior written consent of the Service Provider, the Client shall in particular not:

  • reproduce, modify, translate, decompile, reverse engineer or otherwise attempt to discover the source code or other confidential technical elements;
  • transfer, make available, rent, sub-licence or in any way communicate to third parties the software delivered or parts thereof;
  • exploit the results delivered for commercial purposes outside the projects or use cases provided for in the agreement.

 

Generic elements, libraries, tools, frameworks and know–how developed by the Service Provider in the course of its activities shall in all cases remain the exclusive property of the Service Provider, even if they are used in the context of services provided to the Client.

13. Personal data protection

The Service Provider complies with the General Data Protection Regulation (GDPR), and all applicable legislation implementing the GDPR.

The Service Provider complies with the General Data Protection Regulation (GDPR). Insofar as the Service Provider processes personal data on behalf of the Client in the context of the services, the Client acts as controller and the Service Provider as processor within the meaning of the GDPR. In such a case, the parties shall conclude a separate data processing agreement in accordance with Article 28 GDPR.

The Service Provider is solely responsible for complying with the obligations incumbent on it as processor. The Client, as controller, remains itself responsible for complying with the GDPR.

14. Confidentiality

The parties undertake to treat as strictly confidential all confidential information they receive from each other in the context of the agreement and not to disclose it to third parties, except to persons who need to know such information for the performance of the agreement and who are subject to an equivalent duty of confidentiality.

Confidential information includes, inter alia, all non-public technical, commercial, financial and business information, source code, documentation and personal data.

This duty of confidentiality shall remain in force for five (5) years after the end of the cooperation, regardless of the reason for termination.

15. Force majeure

Neither party shall be held liable in the event of force majeure. “Force majeure” means any circumstance beyond the reasonable control of the party concerned which prevents the performance of all or part of its obligations, including but not limited to: natural disasters, fire, war, terrorism, general strikes, epidemics, failures of public telecommunication or energy networks, or governmental measures.

In the event of force majeure, the obligations of the party concerned shall be suspended for the duration of the force majeure, without any compensation being due. If the situation of force majeure lasts for more than thirty (30) days, each party shall have the right to terminate the agreement in writing without compensation.

16. Termination

Each party may terminate the agreement in the event of a serious breach, after a formal notice which remains without effect for fifteen (15) days.

Termination of the agreement, for whatever reason, shall be without prejudice to the Client’s obligation to pay all services already provided and costs incurred.

The usage rights granted to the Client shall only continue to exist insofar and for as long as the Client has fully complied with all its payment obligations.

17. Applicable law and competent courts

These general terms and conditions are governed by Belgian law.

Any dispute relating to their interpretation, execution or validity shall fall under the exclusive jurisdiction of the courts of the judicial district of Hainaut, division Mons. Without prejudice to the foregoing, the Service Provider reserves the right to bring proceedings before the court of the Client’s place of establishment.

Before initiating court proceedings, the parties undertake to endeavour to resolve any dispute amicably within thirty (30) days of written notification of the dispute.