Term & conditions

General conditions 
Article 1 - APPLICATION These general conditions apply to all
contracts which the client places with Sirris. The client accepts
these conditions simply by placing a contract with Sirris.
Exceptions to these conditions, even if they appear on documents
issued by the client or Sirris, are only enforceable if they are
expressly accepted in writing by Sirris. In that case these
conditions remain applicable for all points where there is no
express exception. 
Article 2 - UNDERTAKING In view of the special nature of the
activities of Sirris, Sirris can only undertake to perform the contract
on the basis of the data provided by the client with the resources
at its disposal and to the best of its abilities. Sirris is only liable for
any obvious professional misconduct that it commits. Should it
appear that the proposed budget will not make it possible to
achieve a reliable result, the client will be informed and must
decide whether the activities should be pursued on the basis of an
additional, jointly determined budget. 
Article 3 – START OF THE PERFORMANCE OF THE CONTRACT The start
of the contract will be determined jointly by the parties. When a
down-payment is required, the performance of the contract will
not start before the down-payment is received. 
Article 4 – TIME FOR COMPLETION 
In view of the special nature of the activities of Sirris and the
frequent interaction with the client or third parties in order to
successfully complete the contract, the time for completion does
not depend solely on Sirris and is therefore only indicative. It is not
binding and cannot give rise to any compensation. The execution

shall be suspended until all overdue and undisputed invoices
issued by Sirris to the client have been paid. 
Article 5 – INVOICING 
Unless expressly agreed otherwise, services in connection with the
contract shall be invoiced at the agreed frequency and shall
include any down-payments and/or settlement of services for the
period in question. If the client so desires, the invoice may be
accompanied by an itemization of services rendered and costs.
The client may not invoke the fact that he is waiting until the
completion of the contract in order to postpone the payment of an
already expired invoice. 
Article 6 – PAYMENT 
The invoices must be paid, without discount or any cost to Sirris,
within 30 days of the invoice date, including VAT. In the event of
non-payment on the due date, Sirris is entitled as of the following
day, automatically and without having to give notice, to the
payment of interest at the reference rate plus eight percentage
points, rounded up to the nearest half percentage point. The
reference interest rate is the interest rate applied by the European
Central Bank for its most recent main refinancing operations as
defined by the law of 2 August 2002. Sirris is also entitled – when
the client does not pay within the agreed payment term or, in the
absence thereof, within the legal payment term, and without
prejudice to its right to compensation of legal costs in accordance
with the provisions of the Judicial Code – to reasonable
compensation by the buyer for all relevant collection costs
incurred due to late payment. The fact that interest is stipulated
does not alter the fact that payments are due on their due date. All
current and future taxes, and additional levies and costs, of any
nature whatsoever, related to the sale shall be borne by the client. 
Article 7 – FINANCIAL GUARANTEES 
When the creditworthiness of the client is compromised after

entering into the contract and prior to full payment of the price,
more specifically in the event of a request for extension of the due
date for payment, seizure of all or part of the goods of the buyer at
the initiative of a creditor, late payment to the social security office
(RSZ/ONSS), etc., then Sirris is entitled, even during the
performance of the contract, to demand guarantees from the
client with a view to ensuring the correct performance of the
undertakings it has made. Should the client refuse or be unable to
extend such additional guarantees, Sirris is entitled to cancel the
contract in whole or in part without having to give notice. 
Article 8 – CLAIMS AND LIABILITY 
Claims pertaining to the performance of the contract must be sent
in writing to Sirris within a period of 10 days after performance of
the services in question. After said deadline such services are
deemed to be accepted and an invoice is issued. For clearly
demonstrated failings in the performance of the contract which
are not the result of an instance of force majeure, mistaken or
insufficient information provided by the client or an intervention of
a third party for which Sirris is not liable, Sirris undertakes to
remedy such failings provided it is informed of them within the
aforementioned deadline of 10 days. Sirris makes no guarantee
other than the aforementioned guarantee. Sirris is therefore not
liable for the use of the results of the contract. Sirris is not bound to
pay compensation of any nature whatsoever. 
Article 9 – PRODUCTS MADE AVAILABLE BY THE CLIENT 
Every product made available by the client, regardless of its
application, must be accurately identified prior to its arrival at
Sirris. Pursuant to the performance of the contract, Sirris may not
be held liable for damage to the products made available by the
client. Unless otherwise stipulated in the offer or the agreement,
the costs of returning products made available shall be borne by
the client. 

Article 10 – SHIPMENT OF GOODS 
The goods will be shipped from the Sirris buildings on behalf of and
at the risks of the client. Even in the event of free delivery these
risks will be borne by the client. In the event of damage, loss, etc.,
the client must directly contact the entrusted with the transport of
the goods. 

Article 11 – GROUNDS FOR EXEMPTION 11.1. 
Force majeure A party shall be released from its obligation if the
fulfilment thereof has become permanently impossible due to
force majeure. In the event of temporary force majeure, the
fulfilment of the obligation shall be suspended for the duration of
the temporary impossibility. Force majeure shall be deemed to
exist in the event of unforeseeable impossibility for a party to
perform its obligation, such as industrial disputes, mobilisation,
requisitioning, embargo, prohibition of foreign exchange transfers,
epidemics or pandemics, riots, shortage of means of transport,
general scarcity, restrictions on the use of energy and so on. In this
regard, the unforeseeable and inevitable nature of the
impediment to performance shall be taken into account. As soon
as the debtor is aware or ought to be aware of a cause of
impossibility of performance, he shall notify the creditor thereof
within a reasonable period of time. If the debtor fails in this duty, he
shall be obliged to compensate the resulting loss. 11.2.
Unforeseeable circumstances If in the course of the performance
of the agreement a change of circumstances occurs which was
unforeseeable at the time of the conclusion of the agreement and
which is beyond the will and control of one of the parties, as a
result of which the performance of the agreement becomes so
excessively onerous for a party that its performance can no longer
be reasonably demanded, the latter may ask the other party to
renegotiate the agreement. During such renegotiation, the parties
shall continue to comply with their obligations. In the event that

renegotiation is refused or fails after a maximum period of three
months from the date of the aforementioned request, the parties
may agree to terminate the contract on the date and under the
conditions they determine. Failing such agreement, 4 © Copyright
Sirris the relevant court shall establish the termination of the
contract under the conditions it shall determine. 
Article 12 – INTELLECTUAL PROPERTY RIGHTS 
The Background knowledge is and remains the property of the
party that owns, possesses or controls it. “Background" shall mean,
without this list being exhaustive: the knowledge, information,
know-how, methods, techniques, technologies, skills, algorithms,
methodologies, materials and intellectual property rights and
trade secrets that are necessary and/or used to perform the
assignment and that are in the possession and/or under the
control of one of the parties at the time the agreement is entered
into, as well as all developments, improvements and/or additions
that are made by that party and/or added to it outside the scope
of the performance of the contract. The client acknowledges that
the intellectual property rights of any nature whatsoever with
respect to general knowledge is the property of Sirris and shall
remain its property. Sirris is the owner of the Foreground
knowledge and the Results of the contract. “Foreground” shall
mean, without this list being exhaustive: the knowledge,
information, know-how, methods, techniques, technologies, skills,
algorithms, methodologies, materials and intellectual property
rights and trade secrets developed by Sirris within the scope of the
performance of the contract. “Results" shall mean: the data,
products and materials that must be delivered to the client at the
end of the agreement according to the terms of the agreement.
The Background Knowledge is not part of the Results and is
excluded from them. Ownership of the Results and the Foreground
knowledge that forms part of them shall be transferred to the
client at the time of full payment of all invoices relating to the

contract that have been issued by Sirris. The client shall also
acquire a free, non-transferable and non-exclusive licence to the
Sirris Foreground knowledge insofar as such Foreground
knowledge is required to be able to use the Results, at the time of
full payment of all Sirris invoices related to the assignment. This
licence shall be limited to using the Results as specified in the
agreement. 

Article 13 – CONFIDENTIALITY 
Sirris shall only communicate any information provided to Sirris by
the client to persons who need to know this information in order to
perform the agreement ('need to know' basis). Sirris shall only
involve those persons (employees, partners, subcontractors, etc.)
who are necessary to the performance of the contract entrusted
to it and shall impose the same duty of confidentiality on them as
stipulated in this Article 13. Sirris shall only use this information for
the purpose of performing the agreement. The client shall only
communicate any information provided by Sirris to the client to
persons who have a need to know in order to perform the
agreement and shall impose the same duty of confidentiality on
them as stipulated in this Article 13 (In the same ways as 5 ©
Copyright Sirris for Sirris employees). The client shall under no
circumstances disclose, communicate or otherwise make
available the quotations, reports, lists and associated
documentation, the Foreground and Background knowledge in
connection with the agreement to any persons other than the
aforementioned. The client shall use such quotations, reports, lists
and related documentation, the Foreground and Background
knowledge in connection with the agreement only for its own use
and within the framework of the agreement. The parties shall take
all reasonable precautions to prevent any disclosure or
unauthorised use. However, Sirris is entitled, subject to prior
express written authorization of the client, to publish information

on the performance of the contract, including in newsletters or in
other reports, but in such a way that no data about the client are
made known and without it being possible to deduce any
confidential information. The foregoing does not apply to any
information that is public at the time it is provided by either party,
and shall cease to apply if such information becomes public at
any time without any breach of the foregoing by the other party. 
Article 14 – EARLY TERMINATION 
The client may prematurely terminate the contract at any time
subject to paying compensation to Sirris for the costs already
incurred and the loss of income associated with the full
performance of the contract. 
Article 15 – INVALIDITY 
The invalidity of a clause, even partial, will not result in the
invalidity of the other clauses of the general conditions or the
contract to which they apply. Article 16 – APPLICABLE LAW AND
JURISDICTION The contracts are governed by Belgian law. For all
disputes arising in connection with these general conditions and
the contracts to which they apply, the courts of the registered
office of Sirris shall have sole jurisdiction.

© Copyright Sirris

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