General Terms & Conditions

Service Agreement

These Terms and Conditions (T&Cs) apply to all digital signage and audio-visual services provided by the Integrator, including engineering, installation, deployment, content management, logistics, maintenance, monitoring and support services. Orders are binding only after written acceptance by the Integrator. Verbal orders must be confirmed in writing to be considered binding.

Contractual Precedence

These T&Cs form an integral part of all quotations, orders and service agreements issued by the Integrator. Any conflicting or additional purchasing conditions of the Client shall apply only where expressly accepted in writing by an authorised representative of the Integrator, subject to applicable law. Any expressly negotiated contractual hierarchy shall prevail.

Client Obligations

Clients must provide accurate and complete information, necessary approvals, suitable site conditions, timely access and all prerequisites required for project execution. The Client shall ensure compliance with applicable local laws and regulations within its area of responsibility.

Subcontractors and Third-Party Resources

The Integrator may appoint qualified subcontractors, local service partners, technicians and specialist suppliers to perform its contractual obligations. The Integrator remains responsible for its contractual obligations in accordance with the agreed scope and applicable law.

Non-Circumvention and Protection of Subcontractors

The Client shall not, under any circumstances and without the Integrator’s prior express written consent, directly or indirectly solicit, engage, employ, contract with or otherwise establish a commercial relationship for competing or substantially similar services with any subcontractor, service partner, technician or other third-party resource introduced, assigned or made available by the Integrator in connection with the services. This prohibition includes engagement through affiliated companies, intermediaries, other contractors or any other indirect arrangement intended to circumvent the Integrator.

Duration of Non-Circumvention

This obligation shall apply throughout the contractual relationship and for a period of 24 months following completion or termination of the relevant services. It shall apply to subcontractors and resources introduced through or involved in the Integrator’s services, but shall not restrict demonstrably pre-existing independent commercial relationships disclosed to the Integrator or relationships expressly authorised in writing.

Breach of Non-Circumvention

Any breach shall constitute a material contractual breach. The Integrator shall be entitled to seek cessation of the breach and compensation for the resulting damage, including reasonably demonstrable lost margins and commercial opportunities, in accordance with applicable law.

Project Timeline

All project timelines are estimates unless expressly agreed as binding. Timelines are conditional upon the timely fulfilment of all contractual and operational prerequisites. Delays caused by the Client, End User, third-party contractors or circumstances outside the Integrator’s reasonable control shall entitle the Integrator to a reasonable extension of time. Additional costs attributable to Client-responsible delays shall be chargeable in accordance with the agreed rates and these T&Cs.

Installation Standards

The Integrator shall perform installation of hardware and software in accordance with the agreed Statement of Work, applicable technical specifications, industry standards and reasonable professional practices.

Support Services

The Integrator offers different levels of support services, including remote monitoring, technical assistance, regular updates and on-site repairs, strictly as defined in the applicable Quote, Order or Service Agreement.

Service Level Agreements (SLAs)

SLAs define applicable response times, service windows, escalation procedures and, where expressly agreed, resolution targets. Resolution times are targets unless expressly guaranteed. The Integrator shall not be responsible for SLA failures caused by unavailable client infrastructure, third-party services, supplier delays, missing access, unavailable spare parts or circumstances outside its reasonable control. Service credits or other remedies shall apply only where expressly agreed.

Changes to Statement of Work

Changes to the original Statement of Work, including IMAC activities, additional materials, replacement of damaged or defective materials, additional labour hours, resources or services not included in the original scope, shall require a written Change Order accepted by both parties.

Unapproved Additional Works

Where a Change Order cannot be approved, the Integrator may continue with the unaffected original scope. Where additional works are necessary to complete the original scope safely or correctly, the Integrator may suspend the affected activities pending written agreement, without being considered in default.

Premises – Special Facilities

High-security facilities, abnormally structured facilities, unusual building materials and other environments requiring specialised equipment, permissions or working methods are excluded from standard services unless expressly included in the Quote.

Site Readiness and Prerequisites

The Client shall ensure that all required power supplies, network connections, structural preparations, access permissions, permits, security badges, lifting equipment and third-party preparatory works allocated to the Client are available and operational at the agreed installation date. Any failure may result in rescheduling, additional costs and extension of the project timeline.

Labour Outside Local Business Hours

Work outside normal local business hours, including night work, weekends and public holidays, is excluded unless expressly agreed. Applicable overtime premiums and additional operational costs shall be charged separately.

Existing Equipment

Removal, relocation, disposal or modification of existing equipment is excluded unless expressly included in the agreed scope.

Overtime and Waiting Time

Overtime, waiting time and idle time are not included in standard service rates. Waiting time, additional mobilisation, demobilisation, rescheduling and remobilisation caused by Client, End User or Client-appointed third-party delays shall be chargeable at applicable rates. Such costs do not require advance approval where they directly result from the Client’s failure to fulfil agreed obligations, provided they are reasonably documented and mitigated. Client-requested overtime remains subject to prior written approval unless otherwise agreed.

Services Suspension

The Integrator reserves the right to suspend or reschedule affected services where contractual milestones, prerequisites, safety requirements or payment obligations are not fulfilled, subject to applicable notice requirements. Reasonable associated costs attributable to the Client shall be borne by the Client.

Installation Report and Close-Out

Following completion of the installation or relevant project milestone, the Integrator shall provide an Installation Report, Close-Out Report or equivalent completion document electronically.

Five-Day Acceptance and Complaints Period

The Client shall inspect the completed installation and notify the Integrator in writing of any visible defects, incomplete works, deviations from the agreed Statement of Work or other reasonably identifiable installation-related complaints within five (5) calendar days following receipt of the Installation Report. Any complaint must identify the relevant installation, describe the alleged defect or deviation and provide reasonable supporting information.

Deemed Acceptance

If no written complaint is received within the five (5) calendar-day period, the installation shall be deemed accepted as completed and conforming in respect of all defects, deviations and deficiencies that were apparent or could reasonably have been identified during inspection. No subsequent complaints concerning such apparent installation-related matters shall be accepted, to the maximum extent permitted by applicable law. Acceptance shall not extinguish rights concerning latent defects that could not reasonably have been discovered during the inspection period, applicable warranties or mandatory legal rights.

Refusal to Sign

Refusal or failure to sign the Installation Report shall not prevent deemed acceptance where the report has been received and no timely, sufficiently detailed written objection has been submitted.

Partial Acceptance

Where an installation consists of multiple sites, solutions or independently operable sections, each completed site, solution or section may be accepted separately.

Hardware and Software Warranties

Hardware and software warranties are governed by the applicable manufacturer’s warranty conditions unless expressly agreed otherwise. The Integrator shall facilitate applicable warranty procedures within its agreed contractual scope.

Limitation of Hardware Liability

Subject to mandatory law and the Integrator’s own contractual obligations, liability for defective hardware supplied by the Integrator shall be limited to repair, replacement or reimbursement of the affected hardware, up to its original net purchase price.

Service Warranty

Services shall be performed with reasonable professional skill and care. Claims concerning defective service performance must be notified in writing within sixty (60) calendar days following delivery or discovery of the relevant defect, as applicable, without prejudice to the five-day acceptance procedure for apparent installation defects and any mandatory legal rights.

Warranty Claims

The Client shall notify the Integrator promptly after discovering a defect and provide sufficient information to enable investigation. Unauthorised repairs, modifications or interventions may exclude warranty coverage to the extent they caused or contributed to the defect.

Third-Party Goods

The Integrator shall not be responsible for defects, missing components, incorrect specifications or damage relating to goods supplied by the Client or third parties, except to the extent caused by the Integrator’s own acts or omissions or assumed contractual responsibilities. Additional visits, waiting time, replacement works and associated expenses arising from such third-party deficiencies shall be chargeable to the Client where the Client bears responsibility for their supply.

Receipt of Goods

The Integrator does not assume ownership of goods supplied by third parties. Responsibility for custody, handling, storage, transportation and risk of loss shall be determined by the expressly agreed scope, delivery terms and applicable law.

Customs and Import Duties

Customs clearance, import duties, customs-related delays and associated costs are excluded unless expressly included in the Quote.

Delivery Delays

The Integrator shall not be liable for delays or failures resulting from material unavailability, strikes, Client or third-party delays, government restrictions, force majeure or other circumstances beyond its reasonable control, subject to its duty to take reasonable mitigation measures.

General Limitation of Liability

Subject to applicable mandatory law, the Integrator’s total aggregate liability arising from or connected with a specific Order, whether contractual or non-contractual, shall not exceed the total net amount paid or payable under that Order. For recurring services, where no separate Order value is established, the liability cap shall equal the net service fees paid or payable during the twelve (12) months preceding the event giving rise to the claim.

Excluded Losses

To the extent permitted by law, the Integrator shall not be liable for indirect or consequential losses, loss of profits, revenue, anticipated savings, business opportunities, goodwill or business interruption.

Mandatory Exceptions

Nothing in these T&Cs shall exclude or limit liability where such exclusion or limitation is prohibited by applicable law, including liability for intentional misconduct, applicable personal injury claims or other non-excludable obligations.

Content Updates

The Integrator may provide content creation, publication, scheduling and management services as expressly agreed. The Client is responsible for the legality, accuracy, appropriateness and intellectual property rights of content supplied by the Client.

Content Ownership

All Client-provided content remains the property of the Client. The Integrator retains ownership of its pre-existing intellectual property, proprietary methodologies, software, tools, templates and know-how. Ownership and usage rights for newly created deliverables shall be determined by the applicable Quote or Agreement.

Content Liability

The Client shall be responsible for claims arising from unlawful or infringing Client-provided content, except to the extent attributable to the Integrator’s own wrongful acts or omissions.

Software and Third-Party Platforms

Third-party software, licences, subscriptions and content management platforms remain subject to the relevant supplier’s conditions. The Integrator shall not be responsible for interruptions or limitations originating from such platforms beyond its expressly agreed responsibilities.

Rates and Quotes

Rates are calculated per individual solution, service or project as specified in the Quote. Quotations remain valid until the stated expiry date. Project pricing is based on the volumes, quantities, scope and assumptions identified in the Quote. Material changes may require revised pricing.

Labour-Based Rates

Labour rates are based on prevailing local labour costs, legislation and regulatory requirements. Additional costs resulting from changes in permits, taxation, mandatory employment conditions or other applicable requirements may be charged where objectively justified and contractually permitted.

Formal Order

The Client shall issue a formal Order containing all necessary details, timelines, quantities and agreed rates. Orders become binding upon written acceptance by the Integrator. Unless otherwise specified, Orders should be placed at least ninety (90) calendar days before the requested performance date. The Integrator shall not be responsible for delays attributable to incomplete or inaccurate Order information.

Order Requirements

Orders must contain the installation location, requested dates, quantities, Client references, shipping details, supplier information and a breakdown of products and services as reasonably required.

Order and Invoice Requirements

The Client shall communicate its invoicing procedures, purchase-order requirements and relevant administrative instructions before Order acceptance. Subsequent administrative requirements shall not unreasonably delay payment of valid invoices.

Invoicing and Payment

Services shall be invoiced according to agreed milestones or monthly billing cycles. Unless otherwise agreed, invoices are payable within thirty (30) calendar days of the invoice date. Where credit has not been approved, advance payment, including estimated freight charges, may be required before Order confirmation or performance.

Late Payments

Overdue amounts shall accrue applicable statutory B2B late-payment interest and recovery costs in accordance with Belgian law, unless a valid written agreement provides otherwise. The Integrator may suspend services following appropriate notice where payment obligations remain unfulfilled.

Services

Fees for services already performed, resources irrevocably committed or services rendered non-recoverable due to Client-responsible circumstances shall remain payable, subject to applicable law and the agreed cancellation provisions.

Fixed Prices

Prices are fixed only where expressly stated in the Quote and are exclusive of VAT unless otherwise specified. Fixed prices apply to the agreed scope, quantities, assumptions and execution conditions. Changes to these parameters may require adjustment.

Price Adjustments

For multi-year agreements, prices may be adjusted according to expressly agreed objective indexation mechanisms, currency fluctuations, changes in applicable legislation or other defined cost factors. Any adjustment shall be communicated and supported by reasonable documentation.

Expense Reimbursement

Reimbursable expenses must be pre-approved unless they arise directly from Client-responsible delays, failures to fulfil prerequisites or other circumstances expressly allocated to the Client under these T&Cs.

Cancellation of Orders

Formal cancellations must be communicated in writing. The Client shall pay for completed services, non-cancellable products, committed third-party costs, reserved resources and reasonable cancellation or demobilisation costs, in accordance with the applicable Quote and cancellation schedule.

Late Cancellation and Failed Visits

Where a scheduled installation or service visit cannot proceed because the Client has failed to fulfil agreed prerequisites, the Integrator may charge the applicable cancellation or failed-visit fee, including up to 100% of the agreed visit price where justified by irrevocably committed resources and the applicable agreed cancellation schedule. Revisit costs shall require a new Order or other written commercial authorisation, except where already recoverable under the agreed contractual terms.

Cancellation Policy

The Client may cancel services by prior written notice in accordance with the applicable Quote, Order or Service Agreement. Applicable cancellation charges shall reflect the agreed cancellation schedule, committed costs and reasonable foreseeable losses.

Termination for Breach

Either party may terminate the relevant Agreement in the event of a material contractual breach by the other party that remains unremedied thirty (30) calendar days after receipt of written notice specifying the breach, unless a different cure period is expressly agreed or immediate termination is legally justified.

Early Termination

Early termination of a fixed-term service agreement shall not relieve the Client of payment obligations for services already performed, non-cancellable commitments or any validly agreed early-termination compensation.

Termination Consequences

Upon termination, all outstanding amounts properly due shall become payable in accordance with the Agreement. Any transition, decommissioning, asset return or additional assistance shall be performed according to the agreed scope and applicable rates.

Surviving Obligations

Provisions concerning payment, confidentiality, intellectual property, liability, dispute resolution and non-circumvention shall survive termination to the extent required by their nature or expressly specified duration.

Safety

The Client shall provide a safe and compliant working environment, including appropriate access, structural safety, site-specific instructions and identification of known hazards. The Integrator remains responsible for its own mandatory employer, employee training, protective equipment and occupational safety obligations.

Additional Safety Requirements

Special protective equipment, lifting equipment, safety supervision or additional procedures required by site-specific conditions and not included in the original scope may result in additional charges where attributable to the Client’s site requirements or responsibilities.

Site Access

The Client guarantees timely access to the site and the availability of all required permissions, authorisations, badges and relevant facilities.

Unsafe Conditions

The Integrator may suspend or refuse unsafe work until the relevant conditions are remedied. Reasonable resulting delays and additional costs shall be allocated according to the parties’ contractual responsibilities and applicable law.

Confidential Information

Both parties shall protect confidential commercial, technical and operational information obtained during the contractual relationship. Confidentiality obligations shall continue for three (3) years following termination, while legally protected trade secrets shall remain protected for as long as they retain that status.

Permitted Disclosure

Confidential information may be disclosed to employees, subcontractors, professional advisers and suppliers where reasonably necessary for contractual performance, provided appropriate confidentiality obligations apply.

Data Protection

Both parties shall comply with applicable data protection legislation, including the GDPR where relevant. Where the Integrator processes personal data on behalf of the Client, the parties shall conclude an appropriate Data Processing Agreement where legally required.

Service Data

Operational service data, incident records, performance reports and technical documentation shall be managed in accordance with the applicable service agreement. The Integrator retains ownership of its proprietary tools, methodologies and pre-existing systems, while the Client retains applicable rights to its own data.

Governing Law

All quotations, Orders, Agreements and contractual relationships between the Integrator and the Client shall be governed by Belgian law, excluding its conflict-of-law rules to the extent legally permitted.

Jurisdiction

Any dispute arising from or relating to these General Terms and Conditions, an Order or an Agreement shall fall under the exclusive jurisdiction of the competent courts of Brussels, Belgium, unless mandatory law provides otherwise.

Amicable Resolution

Before initiating judicial proceedings, the parties shall endeavour in good faith to resolve disputes through direct consultation, without prejudice to urgent protective measures or mandatory legal rights.

Force Majeure

Neither party shall be liable for failure or delay in performing obligations to the extent caused by an event qualifying as force majeure under applicable Belgian law, including events beyond the affected party’s reasonable control that render performance impossible under the applicable legal standard.

Examples

Such events may include natural disasters, war, civil unrest, government restrictions, extraordinary transport disruptions, strikes or other qualifying events. Material shortages, supplier delays and local difficulties shall not automatically constitute force majeure unless the applicable legal requirements are met.

Notification and Mitigation

The affected party shall notify the other party within a reasonable period and take reasonable measures to mitigate the consequences.

Suspension and Rescheduling

A qualifying force majeure event may justify suspension or rescheduling of affected obligations for its duration, subject to applicable law and the Agreement.

Costs and Financial Consequences

Services already performed and non-cancellable commitments shall be addressed in accordance with the applicable contractual risk allocation and mandatory law. Force majeure shall not automatically give rise to cancellation penalties. Costs arising from Client-responsible circumstances shall remain governed by the applicable provisions concerning delays, waiting time, rescheduling and cancellation.

Geography and Availability

Services in countries or regions affected by political instability, security restrictions, infrastructure disruption or extraordinary operational risks may be subject to revised planning, additional safety requirements and mutually agreed commercial adjustments.