Terms and Conditions

1. General Information and Purpose

These Terms and Conditions apply to all services provided by CYBER SECURITY MANAGEMENT SRL (hereinafter “CSM”) as well as to all contracts entered into between CSM and its clients. Every invoice issued by CSM in the course of its business shall be governed by these General Terms and Conditions. Every CSM client is deemed to be familiar with and to accept these General Terms and Conditions without reservation. The application of the client’s own general terms and conditions is expressly excluded. Unless CSM publishes or communicates, in any form whatsoever, a more recent version, these General Terms and Conditions shall also apply to all future relationships between the parties. Any addition, modification, or deviation must be expressly and previously accepted in writing by CSM.

These Terms and Conditions are intended to supplement any written and signed contract with CSM. In the event of any conflict between any provision of such a contract and these Terms and Conditions,
the provisions of the contract shall prevail.

2. Product and Customer Obligations

The customer acknowledges that it has a non-transferable, non-exclusive, personal right to use the software products and licenses provided by CSM. The customer may exercise this right of use only in accordance with the terms and conditions of these General Terms and Conditions or any applicable contract, CSM’s instructions, and any maintenance agreement, as well as in accordance with industry standards. More generally, the customer shall act in a professional manner.

Any contract—whether for software licensing, maintenance, support, or managed services—will be automatically renewed upon expiration by tacit agreement for an identical term, unless one of the parties terminates the contract by registered letter to the other party no later than three calendar months before its expiration date.

Under no circumstances may the customer make any modifications, corrections, updates, and/or perform any maintenance on the products without entering into a maintenance contract with CSM. A customer holding a right to use a software product is authorized to make only two (2) copies of that product. If two copies have already been provided by CSM, the customer may not make any further copies. Any copy of the software product is reserved exclusively for backup purposes.

Any defect, anomaly, and/or non-conformity discovered in the product within one (1) month of the invoice being sent or the signing of any contract must be reported by the customer via certified mail within 8 days of its discovery. If the customer fails to provide notice within this period, the defect, anomaly, and/or non-conformity must be addressed through a maintenance contract with CSM.

Any information provided by the customer that is necessary for the performance of the contract must be accurate and reliable. If CSM does not have the correct information, it shall not be held liable under any circumstances for any malfunction of the products or services.

The customer acknowledges that it holds no intellectual property rights in the products sold by CSM. The products shall therefore remain the exclusive property of CSM. The customer agrees to notify CSM within 24 hours of:

any dispute, claim, or legal proceeding that could infringe upon CSM’s property rights;
any dispute, claim, or legal action that may be brought in connection with the infringement of a third party’s intellectual property rights by the products or services;
any counterfeiting, free-riding, unfair competition, or any other unlawful practice that could harm the products, which it may discover or of which it may become aware.

3. Software Delivery and Installation

Unless otherwise specified in the purchase order, the product covered by these general terms and conditions will be delivered to the customer at the agreed location within 30 days of the purchase order being signed.

The time required to implement the product will depend on the complexity of the specifications provided by the client.

The product delivery includes:

providing a copy of the installation package,
a copy of the related documentation,
a license key.

Delivery will be deemed to have taken place once the installation has been completed by the CSM technician.

4. Training

CSM requires the client to attend the training provided by CSM on how to use the software. Training is included in the price of the services. Any additional training requested by the client (located in Belgium) or that is clearly necessary will be billed at a daily rate of €1,050.00 (excluding VAT).

5. Scope of the License

The customer is authorized solely to:

Install the product and use it on a standalone computer system (including a laptop) or a networked personal computer system
transfer the product between two computer systems, provided that the product is installed on only one computer system at a time.

6. Quotes, Prices, and Billing

Any quote issued within the framework of a contractual relationship between CSM and its client remains valid for a period of 30 days from the date of its issuance. Any item not expressly provided for in the quote or not included therein will be billed separately to the client by CSM. Acceptance of any quote or order implies the client’s acceptance of these general terms and conditions.
Prices for the supply of products and/or services are exclusive of taxes and, unless otherwise agreed, exclusive of travel expenses, which will be billed to the client at cost if they were advanced by CSM.

Prices are automatically, as of right, without prior formalities or notice, indexed to the Syntec index once a year on the anniversary date of the contract if it is a continuing contract, or, at CSM’s discretion, on January 1 of each year, using the following formula: P = P0 x S / S0, where P = new price, P0 = initial price, S = the latest Syntec index published on the billing date, and S0 = the Syntec index published on the date of the order or the signing of the contract.

Unless otherwise specified in a contract, CSM charges 30% of the total amount at the time of order, with the balance billed to the client on a monthly basis.

Unless otherwise specified in writing in any contract, all invoices are payable in full (including VAT) upon receipt. Any costs related to payment or exchange rates shall be borne exclusively by the customer.

Invoices may be issued electronically, and by accepting these Terms and Conditions, the customer agrees to the use of electronic invoices. In such cases, the electronic invoice shall be the sole original copy of the invoice and shall have the legal significance and effect of an invoice. The customer is required to provide a valid and current email address to which electronic invoices can be sent; invoices will be sent to this address via email. The customer must ensure that this email address is accessible only to persons authorized to view the data sent to it. The customer is solely responsible for the non-receipt of the invoice resulting from a change in the email address that was not properly communicated, or due to technical errors, spam filters, or an overloaded email inbox. An electronic invoice sent to the email address provided by the customer will be considered received on the same day it was sent, regardless of whether the customer actually received it. Providing CSM with incorrect or outdated information may result in a communication error for which CSM is not liable. Any change of email address must be communicated directly to CSM via certified mail.

Any objections or complaints regarding invoices must be sent to CSM by certified mail within 8 days of the invoice date. If no objection is received within this period, the invoices shall be deemed irrevocably accepted.

Failure to pay an invoice by its due date shall render all invoices not yet due immediately and automatically payable, without the need for prior notice. Furthermore, failure to pay an invoice by its due date shall entitle the creditor not only to contractual late payment interest of 1% per month (each month that has begun shall be considered a full month) but also to a lump-sum penalty of 15% of the amounts due (with a minimum of EUR 150.00), payable by operation of law and without any prior notice of default until full payment of the invoice balance and all interest.

Any invoice that remains unpaid within 5 business days of its issuance is considered overdue, with the consequences set forth in the preceding paragraph.

7. Liability

The customer shall be solely liable for any damages of any kind that may be caused to the customer or to third parties as a result of the use of an IT product supplied by CSM. The customer hereby waives the right to bring any claim and/or action against CSM and its insurers in connection with such damages. The customer further agrees to indemnify CSM against any claims that may be brought against CSM on this basis.

CSM may only be held liable in cases of gross negligence or willful misconduct. Under no circumstances may CSM be held liable in the following cases:

the use of the product in a manner inconsistent with the contract, related documents, or CSM’s instructions, or any use not expressly authorized by the contract;
product malfunction resulting from the customer’s equipment or from the use of the product in conjunction with other equipment, data, or software not authorized or specified by CSM;
the consequences of any tampering with the product by the customer or a third party, including as a result of intervention by CSM, a third party acting under the maintenance contract, or a third-party service provider designated by the customer, in the event of data loss if the customer has not taken the precaution of backing up its data prior to such intervention;
any indirect damages and/or losses (loss of programs and data, damages to third parties, loss of revenue or profits, financial losses, etc.), even if CSM has been informed of such damages;

In any event, CSM’s liability for any direct damages arising from the contract is expressly limited, per calendar year, for all causes combined and aggregated, to a maximum amount of one hundred thousand (100,000.00) EUR.

8. Privacy

Each party agrees not to disclose any documents or information provided by the other party in connection with the performance of this contract and agrees to ensure that its employees comply with this provision.

9. Force Majeure

CSM shall not be liable for any failure to perform, or any delay or incomplete performance of its obligations, in the event of force majeure. Force majeure includes, but is not limited to, epidemics, adverse weather conditions, floods, earthquakes, strikes and lockouts, war (whether declared or not), civil war, embargo, revolt, rebellion, suspension or disruption of transportation, government regulations, energy shortages, power outages, ... This list is, of course, not exhaustive.

10. Suspension and Termination

In the event of non-payment of an invoice by its due date, CSM shall be entitled, as of right and without prior notice, to suspend all further services to the customer and/or to terminate any outstanding contracts, without prejudice to CSM’s right to demand that the customer fulfill its obligations and/or pay compensation.

The customer must notify CSM of any breach of the contract within 8 days of the date of the breach. If such notification is not provided within this period, CSM reserves the right to terminate the current contracts without prejudice to CSM’s right to claim compensation from the customer.

11. Invalidity of a Provision, Governing Law, and Jurisdiction

The invalidity of any provision of these General Terms and Conditions of Sale shall not affect the validity of the remaining provisions, which shall remain in full force and effect. Such invalidity shall in no event result in the invalidity of all the aforementioned terms and conditions.

The fact that CSM does not, at any time, insist on strict compliance with any provision of these Terms and Conditions shall not be deemed to constitute a definitive waiver of such provision.

These Terms and Conditions are expressly governed by and construed in accordance with Belgian law.

Any disputes arising out of this agreement shall be subject to the exclusive jurisdiction of the courts of Brussels.

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