Version: May 26, 2026
Article 1: General
These general terms and conditions apply to all offers, contracts, orders, supplies, services, services, licences, subscriptions, support, maintenance, consultancy, configurations, developments, training and other services of KONU BV, with registered office at Spinnerijstraat 103 bus 2, 8500 Kortrijk, registered in the KBO under number BE0795.567.175, hereinafter referred to as "KONU."
The Konu Contract Party is hereinafter referred to as "the Customer."
By placing an order, signing or accepting a quote, using services or software provided, or paying an invoice, the Customer accepts these general terms and conditions in full and without reservation.
These general terms and conditions prevail on all General or Special Terms and Conditions of the Customer, even if they are later communicated, unless KONU expressly agrees in writing and specifically with a derogation.
Derogations shall apply only to the agreement for which they were accepted in writing and may not be invoked for other or future agreements.
KONU may modify its terms and conditions. Changed terms apply only to new offers, new orders, extensions, extensions or future performances, unless the Customer expressly agrees in writing to apply to an ongoing agreement.
If a provision of these general terms and conditions would be void, invalid or enforceable, the remaining provisions shall remain in full force. The parties undertake to replace the provision in question with a valid provision that is as close as possible to the original intention.
Article 2: Offers, prices and rates
Konu offers are valid for one month, unless expressly stated otherwise.
Prices in quotations, communications, brochures or commercial documents are indicative until confirmed in writing by Konu.
Unless expressly stated otherwise, all prices are expressed in euros, excluding VAT, taxes, charges, licensing costs, hosting costs, transport costs, travel costs and other costs.
Unless expressly agreed in writing as a fixed price, performance will be charged in direction at the current rates of Konu.
A tender shall include only the services expressly described in the tender. All additional questions, changes, extensions, analyses, corrections, trainings, meetings, documentation, testing, migrations or integrations outside the agreed scope are considered as additional work.
KONU may pass on price increases or additional costs arising from amended legislation, taxes, social security charges, exchange rates, license terms, terms of supply, hosting rates, Odoo tariffs, external modules, indexations or other objective cost increases to the Customer.
For services outside the normal office hours of KONU, which are working days from 8.30 a.m. to 5.30 p.m., KONU can charge a surcharge of 50%. For Sunday and public holidays, KONU can charge a surcharge of 100%.
Travel expenses, accommodation costs and other expenses are charged according to the offer or, in the absence thereof, at the current rates of Konu.
Article 3: Projects, scope, customization and customer cooperation
KONU provides its services under an obligation of means. KONU undertakes to perform its services professionally, carefully and to the best of its ability, but does not guarantee any specific commercial, operational, financial or technical result unless expressly agreed otherwise in writing.
The Client acknowledges that customization by definition means that, based on the specific wishes, processes, data, working methods and environment of the Customer, new or custom functionality is analysed, designed, configured, developed, tested, adjusted and put into service. Customisation is therefore not a standard product of which all situations, exceptions and side effects are fully known or predictable in advance.
The Customer acknowledges that the development and implementation of customization is an iterative process. Even after delivery, entry into service or acceptance, errors, incompleteness, exceptional situations, regressions, performance problems, integration problems, data problems or additional needs may come to light which were reasonably invisible or not fully visible during analysis, development or testing.
Analyzing, reproducing, correcting, adjusting, optimizing, testing and re-creating such points is an integral part of the normal customization process. Unless expressly agreed otherwise in writing, these benefits shall be charged to the applicable rates of Konu, even if they relate to previously delivered or already used customization.
Only where a problem is solely and demonstrably the result of a serious or intentional error by KONU, or where KONU has expressly granted a specific guarantee free of charge in writing, can be derogated from the above.
The Customer is responsible for the timely, correct and complete delivery of all information, documents, decisions, accesses, test data, business knowledge, process information, feedback and approvals that KONU needs to perform its performance.
The Customer guarantees the accuracy, completeness and legality of all data, documents, instructions, configurations, accesses and decisions he provides to KONU.
Delays caused by late, incomplete or incorrect cooperation of the Customer automatically give rise to an extension of the planning. Additional benefits as a result are charged to the applicable rates.
The Customer acknowledges that Odoo projects, ERP implementations, customization, migrations, integrations and automations depend on technical choices, business processes, user behavior, data sources, third parties and moving insight. An initial analysis, quotation, functional description, technical assessment or test phase can therefore never fully satisfy all future needs, exceptions, peripherals, data variations or dependencies.
KONU may propose reasonable changes to planning, approach, technical architecture or scope where necessary or desirable for quality, stability, safety, maintenance or upgradeability.
Article 4: Change requests and additional work
Any modification, extension or deviation from the agreed scope shall be considered as additional work.
Additional work may arise due to additional requests from the Customer, modified processes, new insights, additional meetings, additional documentation, data problems, additional testing, incorrect data, changes by third parties, changes in Odoo or changes in third party systems.
More work can be confirmed via quote, email, ticket, project tool, meeting report or other written communication.
Unless otherwise agreed, additional work will be charged in direction to the applicable rates of KONU.
Konu is not obliged to carry out additional work as long as there is no agreement on its content, priority, planning or reimbursement.
Article 5: Delivery, delivery, acceptance and aftercare
Delivery and execution times are indicative, unless expressly agreed in writing as binding.
Delay in execution does not entitle the Customer to compensation, cancellation, price reduction or dissolution, unless there is a proven serious error of KONU.
Delivery means that KONU makes a configuration, development, migration, integration, phase or other performance available for testing, validation, use or commissioning by the Customer. Delivery does not mean that the customization in all possible situations, exceptions, data combinations, user scenarios or future circumstances will definitely function flawlessly.
The Customer acknowledges that additional findings may be made after delivery or entry into service. The examination, correction, refinement or optimisation of such determinations is a normal part of the customization and implementation process and is, unless expressly agreed otherwise in writing, charged to the applicable rates of KONU.
A supply, configuration, development, migration, integration, phase or other performance shall be deemed to have been accepted when one of the following situations occurs:
The Customer shall give written approval;
the Customer takes full or partial use of the delivery;
the Customer leaves a reasoned and concrete objection to be expressed within 10 working days of delivery;
the delivery is brought to production at the request of or with knowledge of the Customer.
Minor defects, beauty errors, peripheral cases, optimisations or points which do not substantially impede normal use shall not suspend acceptance.
After acceptance, additional analyses, modifications, corrections, optimizations, regression tests, reworkings or support shall be charged as additional work, unless expressly agreed otherwise in writing.
The fact that an error, incompleteness or adjustment relates to previously developed or configured customization by KONU does not mean that the solution is free of charge. The Customer acknowledges that solving such points is part of the normal course of customization, implementation and aftercare.
Article 6: Complaints
Complaints about visible defects or non-conformity must be notified to KONU in writing and reasoned within 10 working days of delivery.
Complaints about hidden defects must be notified to Konu in writing and reasoned within ten working days of discovery.
A complaint must be sufficiently concrete and contain at least a clear description of the problem, the circumstances in which the problem occurs, the users concerned, the steps to reproduce the problem and, where possible, screenshots or log files.
The submission of a complaint does not suspend the Customer's payment obligations.
In the case of a well-founded complaint, KONU shall have the right, at its own discretion, to carry out remedial performances, to provide a workaround, to re-implement the performance in question or to credit all or part of the price of the service in question.
Article 7: Invoicing and payment
Konu invoices are payable on the expiry date which is stated on the invoice. In the absence of a specific expiry date, invoices shall be payable within 15 calendar days after the invoice date.
Invoices shall be deemed to be accepted if they are not contested in writing and reasoned within 10 calendar days of the invoice date.
A dispute of a part of an invoice does not relieve the Customer of the obligation to pay the uncontested part in good time.
In the case of non-payment on maturity, interest shall be payable automatically and without prior notice of default in accordance with the legal interest rate for late payment in commercial transactions, or, if higher and legally permitted, an interest rate of 1% per month starting.
In addition, in case of non-payment on the due date, the Customer shall automatically and without prior notice be liable for a flat-rate compensation of 10% of the outstanding amount, with a minimum of EUR 150, without prejudice to the right of KONU to prove higher actual damage, recovery costs, court fees or legal expenses.
If an invoice is not paid on time, all other outstanding claims of KONU against the Customer, including those not yet due, become immediately payable.
Payments are first allocated on cost, then on interest and then on the oldest outstanding principal amounts, regardless of any other mention by the Customer.
The Customer may not suspend, withhold or set off amounts owed to KONU against alleged or actual claims against KONU, unless KONU expressly agrees in writing or a final court decision provides otherwise.
In the event of late payment, KONU may suspend its services, support, access to services, ongoing work or deliveries until all outstanding amounts are paid in full, without KONU being liable for any damage or delay.
Article 8: Reservation of title
Delivered goods, hardware, licenses, accesses, documents, configurations, developments and other performance remain, as far as legally possible, the property of KONU until all related invoices are paid in full.
The Customer only obtains rights of use on delivered services after full payment of all amounts due, unless expressly agreed otherwise in writing.
In the event of default, KONU may withdraw, block or suspend delivered goods, accesses or services as far as is legally and technically possible.
Article 9: Intellectual property and rights of use
All intellectual property rights on methodologies, know-how, concepts, analyses, architecture, frameworks, scripts, templates, connectors, tools, documentation, development standards, generic components, reusable modules and other elements of KONU remain exclusive property.
For customer-specific customization developed by KONU for the Customer and fully paid by the Customer, the Customer obtains a non-exclusive, non-transferable right of use for internal use within his own organisation.
Unless expressly agreed otherwise in writing, this right of use shall not entail the transfer of intellectual property rights, source code, methodologies, know-how, frameworks, generic components or reusable elements of KONU.
KONU reserves the right to use knowledge, experience, ideas, principles, concepts, techniques, generic components and reusable elements that it acquires or develops during an assignment for other customers or projects, provided that confidential information is not disclosed by the Customer.
The Customer may have customer-specific customization maintained by a third party, provided that this third party respects the confidentiality, license terms and intellectual property rights of KONU and third parties.
Standard software, Odoo, Odoo Enterprise, Odoo.sh, hosting services, external modules, open source components, APIs and third party services remain subject to their own license terms, terms of use and rates.
Unless the Customer opposes this in writing, KONU may state that the Customer is a customer of KONU and use the logo or trade name of the Customer as a reference without releasing confidential information.
Article 10: Technical cooperation, source code, repositories and proprietary developments by the customer or third parties
10.1 Scope
This article applies when the Customer or a third party appointed by the Customer writes code, performs technical changes, installs modules, changes server settings, adjusts configurations, executes scripts, imports data, builds API links, requests access to repositories, requests access to customization or otherwise wants to cooperate technically within or around the Odoo environment, database, hosting environment, integrations or related systems.
"third party" means, inter alia, external developers, freelancers, IT partners, consultants, integration partners, internal IT employees of the Customer, sister or group companies of the Customer and any other person or organisation that does not work under the direct authority of KONU.
10.2 Principle of controlled cooperation
KONU is open to technical cooperation with the Customer, insofar as it is done in a controlled, safe, traceable and professionally manageable way.
The Customer acknowledges that even limited changes to one part of an Odoo environment or database may have unexpected or indirect consequences for other parts of the same environment. A change to, for example, a field, view, model, server action, automation, security rule, access right, computing field, workflow, report, API link, importscript or module may affect other modules, reporting, rights, integrations, performance, accounting, stock, sale, purchase, production, invoicing, e-commerce, planning, data integrity or other processes.
The Customer expressly acknowledges that technical changes to an integrated ERP system are not necessarily limited to the screen, module, function or code zone where the change was visibly made.
10.3 Access to source code, repositories and customization
KONU may, but is not automatically required to do so, give the Customer access or access to customized customer care that was developed for the Customer and paid for entirely by the Customer.
Access to repositories, source code, technical documentation or development environments is only granted under the conditions set out by KONU.
KONU may determine, inter alia:
which persons are granted access;
which level of access is granted;
what authentication and security measures are required;
which branching strategy is followed;
how commits, pull requests and code reviews are conducted;
who may merge;
who can deploy;
which test, staging and acceptance procedures apply;
which documentation is required;
where access can be temporarily or permanently withdrawn.
Access or access never involves a transfer of intellectual property rights from KONU, unless expressly agreed in writing.
The Customer may not copy, distribute, re-use, commercialise, transfer or make available source code, repositories, documentation, scripts, configurations or technical information from KONU to third parties outside the context of the Customer's own Odoo environment, unless KONU gives prior written consent.
10.4 Code and changes by the Customer or third parties
All code, scripts, modules, configurations, server actions, automations, imports, exports, data manipulations, API links, technical settings, database changes, security changes, views, reports, workflows or other technical changes written, installed, executed or made by the Customer or by third parties are entirely under the customer's responsibility and risk.
KONU is not liable for errors, failures, regressions, data loss, wrong data, damaged data, inconsistent data, delayed processes, performance problems, security issues, faulty calculations, incorrect reporting, incorrect accounting processing, incorrect stock movements, incorrect invoicing, faulty communication, integration problems, upgrade problems, unavailability, downtime or any other damage arising directly or indirectly from or related to code, configurations, changes, imports, scripts, modules or actions of the Customer or third parties.
This exclusion applies to the entire Odoo environment, full database, all installed modules, all linked systems and all business processes of the Customer, even if the concrete problem occurs at a place other than where the Customer or third party made the change.
When the Customer or a third party makes a change, has direct or indirect access to code, database, repository, hosting environment, configuration or technical settings, or operates outside the procedure approved by KONU, any later identified problem in the environment concerned is suspected to be related to that modification, access or operation, unless the Customer demonstrates that the problem was caused solely by a proven error of KONU.
In that case, KONU is not obliged to intervene under warranty, SLA, support bundle, Konu Care, KonuPack or existing maintenance agreements. Analysis, diagnosis, recovery, rollback, refactoring, security, documentation, redevelopment, testing, migration or support will be charged to the applicable rates.
KONU may refuse to integrate, employ, support or maintain code, modules, configurations or modifications of the Customer or third parties when KONU considers that they are not sufficiently qualitative, insufficiently tested, insufficiently documented, unsafe, non-performanceable, non-maintenanceable, unupgradeable, contrary to Odoo best practices, contrary to architecture or contrary to agreements between parties.
If, at the Customer's request, KONU nevertheless checks, corrects, integrates, deploys, documents or supports any code or changes of the Customer or third parties, this does not imply acceptance of liability for that code or changes, nor for its previous or subsequent consequences.
The Customer shall indemnify KONU for all claims, damages, costs, losses, fines, third-party claims, recovery costs, data loss, business losses or other consequences arising directly or indirectly from the Client's or third-party code, changes, accesses or actions.
10.5 Production environment and database
Direct changes in the production environment, production database, server environment, standard Odoo code, installed modules, access rights, record rules, automations, import scripts or critical configurations are only allowed after prior written consent from KONU or following a pre-approved procedure by KONU.
Any unauthorized or uncontrolled change in production takes place entirely at the Customer's risk.
KONU cannot be held liable for damage, downtime, data loss, inconsistencies, incorrect transactions, incorrect bookings, incorrect stock, incorrect invoices, incorrect reporting or other consequences of direct or indirect changes in production by the Customer or third parties.
If necessary for security, stability, continuity or evidence retention, KONU may restrict, block, withdraw, reverse changes, freeze an environment, stop deployments or temporarily suspend further support.
10.6 Quality requirements
Code and technical changes of the Customer or third parties must comply at least with:
the official Odoo guidelines and best practices;
the technical conventions of KONU;
adequate readability and maintenance;
correct error handling;
logging where relevant;
performance requirements;
security requirements;
compatibility with the Odoo version used;
upgradeability;
correct documentation;
adequate test coverage or demonstrable test procedure;
respect for existing data, workflows and integrations.
The Customer is responsible for testing code and changes of the Customer or third parties, including regression tests on processes that do not appear to be directly involved in the change.
The Customer acknowledges that the absence of regression tests in an integrated ERP environment presents an increased risk of unforeseen impact elsewhere in the database or application.
10.7 Security and access management
The Customer is responsible for all accesses granted to its employees, agents or third parties.
The Customer undertakes to:
to grant access only to authorised persons;
to have access withdrawn immediately when they are no longer necessary;
no passwords, API keys, tokens or SSH keys to share;
use multifactor authentication where required;
not to export production data unauthorizedly;
to ensure adequate security of confidential information and personal data;
Report security incidents immediately to KONU.
All actions carried out with accesses of the Customer are at the account and risk of the Customer, unless proven abuse by KONU itself.
10.8 Documentation and transfer
If the Customer or third parties develop code or technical changes, the Customer must provide sufficient technical documentation.
In the absence of clear documentation, KONU may charge additional analysis and documentation performance before providing further support.
At the Customer's request, after payment of all outstanding invoices, KONU can provide reasonable cooperation in transferring customised customer information and relevant configuration information.
Transfer does not automatically include internal tools, generic components, templates, scripts, methodologies, development standards, know-how or other intellectual property of KONU.
Transfer, export, technical explanation or support services to a new partner shall be charged at the applicable rates unless otherwise agreed in writing.
Article 11: Use of ai-tools by the customer
If the Customer, its employees or third parties appointed by him make use of artificial intelligence, generative AI, copilots, code generators, chatbots, agents, automation tools or similar technologies in the framework of cooperation with KONU, the Odoo environment, customization, analysis, documentation, testing, data import, configuration, support questions or technical changes, this will be done entirely under the responsibility of the Customer.
The Customer acknowledges that output of AI systems may be incorrect, incomplete, outdated, misleading, unsafe, non-compliant, non-performanceant, legally problematic or technically harmful, even if this output seems convincing or professional.
The Customer is solely responsible for verifying, validating and testing all output generated by AI or supported by AI before it is used, shared, implemented, executed, imported or delivered to KONU. This includes functional analyses, specifications, code, scripts, SQL queries, server actions, configurations, imports, exports, test scenarios, documentation, translations, reports, calculations, decision-making rules and process proposals.
Code, scripts, configurations, imports, data manipulations, API links, automations or technical proposals generated by AI or supported by AI shall be considered as code or modifications of the Customer or third parties referred to in Article 10 for the purposes of these terms and conditions. The liability exclusions, safeguard obligations, support restrictions and payment obligations provided for in Article 10 shall apply to them in full.
KONU is not liable for errors, data loss, data leaks, security incidents, wrong decisions, incorrect reporting, incorrect bookings, incorrect invoicing, performance problems, integration problems, business disruptions, third-party claims or other damage arising directly or indirectly from or related to the use of AI tools by the Customer, its employees or third parties.
The Customer undertakes not to enter confidential information from KONU, source code, technical documentation, access data, API keys, tokens, personal data, business sensitive data, customer data or other protected information into AI tools, unless he has a valid legal basis for this, has taken appropriate security measures, checked the applicable conditions of the AI tool and has given KONU prior written consent in the case of Konu information.
The Client remains solely responsible for compliance with all applicable legislation in its use of AI tools, including data protection, confidentiality, intellectual property, business secrets, cyber security and artificial intelligence. This includes the obligation to assess whether an AI application is legal, contractual, technical and organisationally appropriate for its intended use.
If the Customer delivers AI output to KONU, KONU may assume that the Customer has verified, validated and released this output for use. KONU is not obliged to investigate whether information, code, documentation, data or instructions of the Customer were wholly or partially generated with AI.
If the use of AI tools by the Customer requires additional analysis, verification, correction, security, documentation, reworking, testing, data recovery or support, these performances will be charged to the applicable rates of KONU.
KONU may refuse to use, integrate or support AI-generated output, code, scripts, documentation, analyses or proposals when KONU considers that they are not sufficiently reliable, insufficiently documented, insufficiently tested, unsafe, unmaintainable, in conformity, non-performance or contrary to the architecture, methodology or quality requirements of KONU.
Article 12: Odoo, third party software, hosting and licenses
The Customer acknowledges that Odoo, Odoo Enterprise, Odoo.sh, hosting services, external modules, open source components, APIs, payment providers, shipping platforms, accounting software, e-commerce platforms and other third party services may be subject to separate terms, licenses, tariffs, restrictions and availability.
KONU is not liable for changes, price adjustments, interruptions, failures, limitations, bugs, security issues, license changes or decisions of Odoo or other third parties.
The Customer is responsible for complying with license terms of third party software and services.
If changes by third parties require additional analysis, configuration, migration, development, testing or support, these performances shall be charged to the applicable rates.
Article 13: Data, backups and data protection
The Customer remains the owner and responsible for his business data and personal data.
The Customer is responsible for the accuracy, completeness, quality, legality and topicality of the data he processes or has processed in his systems.
KONU is not liable for damage caused by incorrect, incomplete, double, outdated, inconsistent or unlawful data provided or processed by the Customer, users, third parties or external systems.
To the extent that KONU processes personal data on behalf of the Customer, parties act in accordance with applicable data protection regulations. If necessary, the parties shall conclude a separate processing agreement.
The Customer is responsible for determining retention periods, access rights, legal bases, information obligations and other obligations as controller.
Backups, recovery options and retention periods depend on the chosen hosting solution, licenses and appointments. Unless expressly agreed otherwise in writing, KONU does not guarantee unlimited backup retention or recovery.
Article 14: Support, aftercare, KONU care and konupack
Support and aftercare are provided according to the applicable support formula, quote, SLA or separate agreement.
Support, aftercare and error solution after delivery are not part of a free result guarantee unless expressly agreed in writing. In particular with customization, the Customer acknowledges that further analysis, correction, refinement, optimization, testing and support after delivery are normal and to be expected and charged at the applicable rates.
Konu Care is intended as a helpdesk for end users with functional questions about using Odoo. Konu Care does not include technical development, configuration, data recovery, debugging, integrations, customization, consultancy, project work or technical interventions unless expressly agreed otherwise.
One individual ticket must be created per question, incident or subject.
Konu Care is only available for customers who:
be a customer at KONU;
have successfully completed the required project phase or onboarding;
have no outstanding debts due to KONU;
use an environment known and supported by KONU.
A KonuPack includes prepaid services on call, charged per hour or started time unit according to the applicable agreements.
KonuPack Credits are valid for one year after purchase, unless otherwise stated.
Support, Konu Care or KonuPack do not include free recovery of problems caused by the Customer, users, third parties, external systems, own code, unapproved modules, data problems, wrong imports, changes to configuration or changes to database.
KONU may refuse, suspend or charge support when the environment is no longer manageable, safe, documented, accessible or maintenanceable by actions of the Customer or third parties.
Article 15: Liability
KONU performs its services with reasonable care and professional skill, but is bound only by an obligation of means.
Except in cases of wilful misconduct, gross negligence or liability imposed by mandatory law, KONU’s liability is limited to direct, proven damage that is the immediate consequence of a fault attributable to KONU.
Except in cases of wilful misconduct, gross negligence or liability imposed by mandatory law, KONU’s total liability per incident is limited to the amount paid by the Customer for the services directly giving rise to the damage, capped at the invoiced value of those services during the twelve months preceding the event causing the damage.
KONU is under no circumstances liable for indirect damage, consequential damage, loss of profit, loss of revenue, loss of customers, reputational damage, loss of goodwill, lost savings, loss of production, business interruption, loss or damage of data, costs for reconstruction of data, third party claims, fines, tax consequences, accounting consequences or damage resulting from customer decisions based on software, reports or data.
KONU shall not be liable for damage caused by or related to:
incorrect or incomplete information from the Customer;
Late Decisions or Co-operation of the Customer;
misuse by users;
changes by the Customer or third parties;
code, configurations, modules or scripts of the Customer or third parties;
data migrations or imports based on false source data;
external software, Odoo, hosting, APIs or third party services;
Internet failures, network problems or infrastructure outside Konu control;
force majeure.
The Customer shall indemnify KONU against any claims of third parties related to data, instructions, software, processes, actions, changes or omissions of the Customer or third parties engaged by him.
Any action against KONU shall cease if it is not made in writing and reasoned within six months of the Customer's knowledge or reasonable knowledge of the fact giving rise to the claim.
Article 16: Force majeure
KONU is not liable for delay or non-performance due to force majeure.
Force majeure includes: natural disasters, fire, flood, war, terrorism, strike, lock-out, epidemic, pandemic, government measures, power interruptions, internet failures, cloud failures, suppliers' faults, cyber attacks, lack of parts or services, problems with hosting providers, problems with Odoo or other third parties, and any other event outside the reasonable control of KONU.
In case of force majeure, KONU may suspend its obligations or terminate the agreement in whole or in part without being liable for damages.
Article 17: Cancellation, suspension and termination
If the Customer cancels an order or order before full execution, the Customer is obliged to pay all performances already performed, costs incurred, commitments entered into and reserved capacity.
In addition, the Customer is liable for a flat-rate compensation of 25% of the unexecuted part of the contract, without prejudice to the right of KONU to prove higher actual damage.
KONU may suspend or terminate the agreement in whole or in part after written notice of formal notice with a recovery period of seven calendar days if the Customer:
failure to comply with its commitments;
refuses or fails to cooperate;
provides false or misleading information;
violates these terms or other contractual agreements;
endangers the safety, stability or integrity of the environment.
KONU may terminate the agreement immediately and without prior notice if the Customer is declared bankrupt, applies for a judicial reorganisation procedure, is apparently insolvent, ceases his activities or if further cooperation becomes reasonably impossible.
Termination shall be without prejudice to existing payment obligations, limitations on liability, intellectual property rights, confidentiality obligations and provisions intended by their nature to continue after termination.
Article 18: Confidentiality
The Parties undertake to treat confidential information received in the context of their cooperation as confidential and not to disclose it to third parties, unless this is necessary for the implementation of the Agreement or is legally required.
Confidential information shall include company information, technical information, source code, configurations, prices, processes, data, customer data, project documentation, commercial information and any information reasonably considered confidential.
This obligation shall continue to apply for five years after the end of the cooperation, except for business secrets, source code and personal data for which the obligation continues to apply as long as the information remains legally or factually confidential.
Article 19: Non-refoulement
During the duration of the cooperation and for 12 months after its end, the Customer will not hire, contract or entrust any employees, managers, freelancers, consultants or other employees of KONU directly or indirectly without the prior written consent of KONU.
In the event of an infringement, the Customer shall be liable for a flat-rate compensation equal to 100% of the gross annual fee or estimated annual fee of the person concerned, without prejudice to the right of KONU to prove higher actual damage.
Article 20: Applicable law and competent court
All agreements between KONU and the Customer are governed exclusively by Belgian law.
Any dispute concerning the validity, interpretation, performance or termination of an agreement falls exclusively within the jurisdiction of the competent courts of the judicial district of Ghent, Kortrijk division, unless mandatory law provides otherwise.
Article 21: Final provisions
The failure or late exercise of a right by KONU cannot be regarded as a waiver of rights.
The Customer may not transfer his rights or obligations under an agreement with KONU to third parties without the prior written consent of KONU.
KONU may entrust all or part of its obligations to subcontractors, freelancers, group companies or specialised third parties.
Titles in these conditions are only included for readability and have no influence on the interpretation of the provisions.