Contact

General Terms and Conditions

Definitions

Unless otherwise specified in the agreement, the following terms have the following meanings throughout the agreement:

  • TopRev BV: TopRev BV, a private limited liability company incorporated under Belgian law, with registered office at Hospicestraat 131, B-9180 Moerbeke-Waas and with company number 0718.722.191.
  • Client: The natural person or company to whom TopRev BV sends a quotation or order form and/or who places an order with TopRev BV.
  • Agreement: These general terms and conditions together with the quotation and/or order form accepted by both parties.

Scope

These General Terms and Conditions apply to all quotations, products and services that TopRev BV proposes, offers, delivers and/or carries out or has carried out.

By placing an order or paying an invoice from TopRev BV, the client acknowledges having read and accepted these general terms and conditions.

Any departure from these terms and conditions must be expressly accepted in writing by both parties.
In the event of any conflict between these general terms and conditions and the quotation or order form, the quotation or order form shall prevail.

Rights and obligations of the parties

The obligations of TopRev BV in the context of the agreement are always considered as obligations to make best efforts. TopRev BV will perform the services with the necessary care and attention, as can reasonably be expected from a service provider with the same experience and in the same circumstances.

TopRev BV provides the services in complete independence. No partnership or any relationship of authority is created between the parties and/or their employees or appointees.

The client will make all documents, data and information necessary for the implementation of the agreement available to TopRev BV in a timely manner. The client is solely responsible for the correctness and completeness of the data that it provides to TopRev BV in the context of the performance of the agreement. TopRev BV has no obligation to verify the data provided by the client and may always assume that the information provided by the client is up-to-date, complete and correct. The client guarantees that it is entitled to have access to the information, data, models, photos, logos, descriptions and any other items that it submits to TopRev BV and declares and guarantees that TopRev BV may use, copy, reproduce, make public and publish (online) these, and where relevant adapt and change, in the context of the performance of the agreement. The client indemnifies TopRev BV against any complaints, claims, demands and/or damage caused as a result of the lack of the necessary permissions or licence with regard to the data provided by the client. The client will only provide TopRev BV with data and materials, of which the client keeps the originals and/or duplicates itself.

TopRev BV can always request the client to confirm in writing that the information available to TopRev BV and/or the (content of the) publication proposed by TopRev BV is correct and approved by the client. In the absence of a written response from the client no later than 3 working days after the sending of such request by e-mail, text message or chat via the channels usually used by the parties, the publication proposal provided by TopRev BV will be deemed to have been accepted by the client.

In the event of non-compliance, incorrect or late performance by the client of its obligation(s), for example in the event of non-payment of invoices or advance payments, TopRev BV is entitled to suspend or postpone the performance of its obligations until the client has fulfilled its obligations. All costs and charges arising from the suspension or postponement are to be borne by the client.

Duration of the agreement

The duration of the agreement will be specified in the quotation or order form. If the agreement is entered into for an indefinite period and the quotation or order form does not state a notice period, TopRev BV can terminate the agreement subject to compliance with a notice period of two (2) months. Either party may, without prejudice to its right to compensation, terminate the contract by operation of law with immediate effect at the expense of the other party by sending notice by registered letter:

  • If the other party is in general cessation of payment or in a situation of bankruptcy or is manifestly insolvent.
  • In the event of evidence or serious suspicions of fraud committed by the other party.
  • If the other party breaches any material term or condition of the Agreement and fails to rectify the situation, within ten (10) days of a written request to do so.
  • If the agreement is terminated, the client will in any event compensate TopRev BV for all services that have already been delivered up to the time of termination.

Liability

The liability of TopRev BV arises from an obligation to make best efforts, any non-compliance of which must always be properly demonstrated by the client.
TopRev BV is not liable for any indirect or consequential damage. In any event, the following is considered (not exhaustively) as indirect damage: loss of income, loss of expected profit, loss of opportunities or prospects, loss of data (the client always keeps the original or at least a copy of the data it has provided), reputational damage, lost savings, reduced goodwill.
The total liability of TopRev BV in the context of the performance of this agreement (regardless of whether it concerns a contractual or extra-contractual claim) is always limited to the amount that has been paid or is still to be paid by the client, for those specific services, quotation or order form in respect of which the damage was caused. If the relevant services, order form or quotation run over a period of more than one calendar year, the liability of TopRev BV is always limited to twice the value thereof in the last past calendar year.
The limitations of liability as described herein do not apply to damage caused as a result of gross negligence, intent or fraud on the part of TopRev BV, or to any other liability that cannot be limited in accordance with applicable law.

Prices and quotations

Unless explicitly stated otherwise, prices and rates are always in euros and excl. VAT and any other excise duties, royalties or charges.

Prices mentioned on the website, in leaflets or other publications, are indicative and may be changed at any time by TopRev BV without prior notice. They do not constitute a binding offer.

Unless otherwise agreed in the quotation or order form, services are invoiced at a fixed price prior to being performed. Services provided at a daily or hourly rate are invoiced monthly, unless otherwise stipulated, in accordance with the services provided up to that time.

TopRev BV may adjust the agreed prices annually in January, in accordance with the following formula:
New price = Original price * (0.2 + 0.8 * (New index \ Original index)).

Whereby:

  • Original price = price at the start of the agreement or assignment.
  • Original index = the published index “reference wage cost national average” for the month immediately preceding the date of the quotation or order form.
  • New index = the published index “reference wage cost national average” of the month preceding the date of indexation.

Invoicing and payment

Invoices are payable by the client within thirty (30) days of the invoice date. An invoice that has not been objected to by the client within 8 days of the invoice date is deemed to have been accepted by the client. Payment of an invoice is always considered as its acceptance.

From the expiry of the payment term, the client will owe contractual interest at a rate equivalent to the interest rate stipulated in art. 5 of the Late Payment Act (W. 02/08/2002), plus 3%. In addition, a lump sum increase of 15% of the invoice amount will be applied as compensation, with a minimum of one hundred (100) euros per invoice.

If TopRev BV has reasonable doubts about the creditworthiness of the client, TopRev BV may require full prepayment or other security for payment before starting, continuing and/or delivering the products or services.

Nullity

The possible nullity of a provision of the agreement, or part of a provision, will not affect the validity of the rest of that provision, nor the other clauses. In such a situation, the parties will replace the invalid clause with a valid provision, which achieves the intended purpose of the original provision as much as possible.

Force majeure

The parties are not obliged to comply with the agreement if and insofar as it is prevented by a situation of force majeure. If the performance of the agreement is prevented for more than thirty (30) days, as a result of force majeure, each of the parties has the right to terminate the agreement in writing.

The following are considered to be force majeure for the purposes of this clause: A situation that prevents the normal performance of the agreement, whether temporarily or not, in whole or in part, beyond the control of the party concerned, such as (but not limited to) fire, flood, natural disaster, embargoes, blockades, long-term absence of crucial workers, legal restrictions, government instructions, outages of electricity, internet connection or telecommunications network and suchlike.

Governing Law and Dispute Resolution

The interpretation and performance of the contract are governed exclusively by Belgian law. Any dispute of any kind in the context of the contract falls exclusively within the jurisdiction of the courts and tribunals of the district of Dendermonde.