GOVEX General Terms and Conditions

Article 1. Definitions and interpretation

1.1. Definitions

In these General Terms and Conditions, the following capitalised terms have the meanings set out below:

1. Additional Services: means all supplementary services provided by GOVEX to the Customer in addition to the Information Service, as expressly agreed in the Order Form (including, without limitation, training, advice or specific developments).
2. Subscription Fee: means the fee payable periodically by the Customer to GOVEX for the provision of the Services.
3. General Terms and Conditions: means these general terms and conditions of GOVEX, as amended from time to time.
4. Article: means an article of the General Terms and Conditions.
5. Order Form: means the document to be signed by the Customer (whether or not exchanged digitally) setting out the Services to be provided by GOVEX to the Customer and any special conditions agreed between the parties in that respect.
6. Contract: means the agreement between GOVEX and the Customer, consisting of the Order Form and the General Terms and Conditions.
7. Services: means all services provided by GOVEX to the Customer, including both the Information Service and any Additional Services.
8. User: means any natural person designated by the Customer who uses the GOVEX Services in the name and on behalf of a Customer.
9. User Data: means any information of whatever nature provided to GOVEX by the Customer or the User, or collected or requested by GOVEX, in the course of using or providing the Services respectively.
10. GOVEX: means GOVERNMENT EXCHANGE, a private limited company (BV) under Belgian law, with its registered office at Esplanade 1 box 71, 1020 Brussels, registered with the Crossroads Bank for Enterprises (RLE Brussels, Dutch-speaking division) under number 0878.500.987.
11. Territory: means the territory as specifically defined in the Order Form.
12. Information Service: means the GOVEX information service which consists of informing the Customer of the existence of Public Contracts (and of all additional information relating to those Public Contracts of which GOVEX has been able to take note) which, under the Order Form, form the subject matter of the Contract, either by email or via the Customer’s personal account on the Site, to which the Customer is given access for the duration of the Contract.
13. Customer: means any natural person who is an undertaking within the meaning of Article I.1, 1° of the Belgian Code of Economic Law, or any legal person and/or company, that enters into a Contract with GOVEX.
14. Public Contract: means any notice, public tender, request or award decision within the applicable Territory, issued by a contracting authority and published in an official publication bulletin or through an equivalent channel.
15. Privacy Policy: means the privacy policy applied by GOVEX, as published on the Site and amended from time to time.
16. Site: means the website www.govex.eu and any affiliated site or application operated by GOVEX.
17. Business Day: means any day other than a Saturday, Sunday or public holiday on which credit institutions in Belgium are open for their ordinary banking business.

1.2. Interpretation

1.2.1. Unless expressly provided otherwise, all periods in the Contract are calculated in calendar days. Such a period begins on the day following the day on which the event triggering the period occurred. The expiry date is included in the period. If the expiry date is not a Business Day, it is postponed to the next Business Day.

1.2.2. In the Contract, any reference to a document is a reference to that document as amended or supplemented from time to time.

1.2.3. In the event of any conflict between the Order Form and the General Terms and Conditions, the Order Form shall prevail.

Article 2. Application of the General Terms and Conditions

2.1. These General Terms and Conditions apply to the provision of Services by GOVEX to the Customer, as well as to all offers, trial periods or quotations relating to the Services.

2.2. By completing a contact form on the Site, accepting an offer or quotation, signing an Order Form or using the Services (whether or not during a trial period), the Customer expressly declares that it has read the General Terms and Conditions and accepts all of their provisions in full and without any reservation. If the Customer does not agree to the General Terms and Conditions or any other provision of the Contract, the Customer may not use the Services.

2.3. These General Terms and Conditions form an integral part of the Contract. The Contract supersedes all prior oral or written proposals, promises, arrangements or communications relating to the Services that form the subject matter of the Contract.

2.4. The Customer’s general terms and conditions do not apply to the Services provided by GOVEX. The Parties may only derogate from the General Terms and Conditions by express written agreement.

Article 3. Formation of the Contract

3.1. At the Customer’s request, GOVEX may prepare a quotation consisting of the Order Form, the General Terms and Conditions, the express description of any Additional Services and any other agreed arrangements. All quotations issued by GOVEX are without obligation and remain valid for fifteen (15) calendar days from the date of dispatch, unless expressly agreed otherwise in writing.

3.2. The Contract between GOVEX and the Customer is definitively concluded when GOVEX has received a version of the Order Form and the General Terms and Conditions validly signed by the Customer in good time, either electronically or by post, and GOVEX has confirmed receipt. Signature by means of a qualified or advanced electronic signature, or a scan of an original signature, shall have the same binding force and effect as an original signature for the purposes of validity, enforceability and admissibility. Sending an original signed copy of the Contract (and not only the signature page) by email (in PDF, JPEG or another agreed format) or via an electronic signature system shall have the same binding force and effect as delivering an original physical copy of the Contract.

3.3. The Customer represents and warrants to GOVEX that the natural person who signed the Contract on the Customer’s behalf has the necessary authority to legally bind the Customer, and that a valid and enforceable agreement is therefore concluded on the Customer’s part.

3.4. The Customer shall provide GOVEX with correct, up-to-date, accurate and complete User Data. The Customer undertakes to update the User Data promptly whenever it changes, and to inform GOVEX of any other change in the Customer’s company details, contact details or legal structure (such as a merger, acquisition, transfer of business, judicial reorganisation, insolvency or bankruptcy) that may reasonably affect the Services. GOVEX shall in no way be responsible or liable for any direct or indirect damage resulting from incorrect, incomplete or outdated User Data.

3.5. Delivery times given by GOVEX are indicative and non-binding and are always expressed in Business Days, unless expressly provided otherwise in the Order Form.

Article 4. Services provided by GOVEX

4.1. General

4.1.1. The Parties expressly agree that all of GOVEX’s obligations under the Contract constitute an obligation of means (obligation de moyens) and shall under no circumstances be regarded as an obligation of result (obligation de résultat). GOVEX does not guarantee any specific result to the Customer, nor does GOVEX guarantee that the Services will be uninterrupted, will meet the Customer’s requirements or will be free from errors.

4.1.2. GOVEX makes no representations to the Customer other than those expressly set out in this Article 4.

4.2. Information Service

4.2.1. For the duration of the Contract, GOVEX grants the Customer a non-exclusive and non-transferable right to use the Information Service for the Customer’s internal business purposes. GOVEX endeavours to give the Customer access to the Information Service within seven (7) Business Days of the conclusion of the Contract, provided that the Customer has paid the fee due in accordance with Article 6.2 and GOVEX has received all required User Data.

4.2.2. To enable use of the Information Service, GOVEX will create a personal account for the Customer on the Site, for which the Customer will provide GOVEX with the necessary User Data in accordance with Article 3.4. The Customer will also designate the Users authorised to use the Services on its behalf. The Customer shall take the necessary measures to ensure the confidentiality of all login credentials and to prevent unauthorised use. The Customer shall notify GOVEX in writing without delay if it discovers or suspects that an unauthorised User or third party has gained access to its account. Any use of the assigned login credentials, whether or not authorised by the Customer, is the sole responsibility of the Customer. The Customer shall indemnify, defend and hold GOVEX harmless against any claim, proceedings, loss or damage arising from any use, misuse or unauthorised use of the Customer’s login credentials.

4.2.3. Without prejudice to Article 4.1, GOVEX shall use all reasonable endeavours to send notifications regarding Public Contracts to the Customer in a timely manner. GOVEX gives no guarantee whatsoever as to the uninterrupted availability, completeness, timeliness or successful delivery of emails or notifications via the Information Service. The Customer expressly acknowledges that interruptions, delays, server failures, spam filters or other technical incidents are inherent in the use of electronic communications.

4.2.4. The Customer acknowledges that all information regarding Public Contracts shared via the Information Service is shared for information purposes only, and that the Customer may not rely on it exclusively. The Customer expressly undertakes always to verify the accuracy of the information, deadlines, requirements and specifications directly and independently with the official source or publication site of the contracting authority before taking any decision or submitting a tender for a Public Contract. The Customer is solely responsible for all acts carried out from or through its account, whether performed by the Customer, an employee or a third party. GOVEX gives no warranties, express or implied, as to the accuracy, completeness or reliability of the results of the Information Service, the exhaustive nature of those results, the commercial outcome for the Customer (such as winning a tender) or the uninterrupted availability of the Information Service.

4.2.5. In order to ensure the quality and security of the Information Service, GOVEX reserves the right to continuously optimise, adapt or extend the configuration, content, data sources and functionalities of the Information Service and the Site. Periodic maintenance or necessary technical updates shall in no event give rise to any right of termination or compensation on the part of the Customer. Without prejudice to the foregoing, GOVEX will endeavour to carry out new configurations, technical updates or maintenance work in a manner that limits their impact on the Customer’s use of the Information Service as far as possible.

4.2.6. GOVEX shall use commercially reasonable endeavours, within the limits of its available capacity and resources, to respond to technical questions from the Customer or reports of irregularities in the Information Service. GOVEX in no event guarantees specific response times, fixed resolution times (SLA), or that a reported problem can or will be resolved in every case. Technical questions or irregularities may be sent by email to info@govex.eu.

4.3. Additional Services

The Parties may agree that GOVEX will provide Additional Services to the Customer, which shall, where applicable, be expressly set out in writing in the Order Form. The Order Form shall also set out the special conditions under which those Additional Services will be provided, without prejudice to the application of the General Terms and Conditions.

Article 5. Obligations of the Customer

5.1. The Customer and the Users, for whom the Customer stands surety, shall comply with all applicable statutory and contractual provisions relating to the use of the Services and shall not interfere with the use of the Services by other Customers and their respective Users.

5.2. The Customer and the Users, for whom the Customer stands surety, undertake:

• (a) to use the Services exclusively for internal business purposes in accordance with the terms and conditions set out in the Contract and applicable law;
• (b) not to copy, adapt, modify, translate or edit the intellectual property of GOVEX, or create derivative works from it, without the prior written consent of GOVEX;
• (c) not to assign, sell, resell, sublicense, rent, lease, distribute or otherwise transfer to a third party the rights and access to the Services granted to the Customer under the Contract, nor to use them to compete directly or indirectly with GOVEX;
• (d) not to use the Services for unlawful or incompatible purposes;
• (e) not to modify, decompile, reverse engineer or disassemble the Services, software or databases of GOVEX, or otherwise derive or discover, or attempt to derive or discover, the source code or any underlying ideas, algorithms, structure or organisation;
• (f) not to use any robot, scraper, bot or automated tool to extract data from the Information Service;
• (g) not to disrupt, overload or damage the infrastructure and integrity of the Site and the Information Service; and
• (h) not to use the Services in any way that infringes the intellectual property rights of GOVEX or third parties.

5.3. The Customer is and remains solely responsible for the configuration of its digital facilities, including its firewall, anti-virus, anti-spam, network connections and mail server, so that it has access to the Information Service. The Customer shall take the necessary precautions to prevent the introduction and spread of any virus or other malicious software on the Site or in its account.

5.4. The Customer is responsible for compliance with the terms of the Contract by its Users, for whom it stands surety. The Customer shall defend, indemnify and hold GOVEX and its subcontractors harmless against all claims arising from use of the Services by its Users in breach of the Contract.

5.5. GOVEX reserves the right to suspend the provision of Services or the Customer’s access to the Information Service with immediate effect and without prior notice if there is a reasonable and serious suspicion of misuse, unauthorised access, a threat to system security or a breach of the Contract by the Customer, without prejudice to GOVEX’s right to terminate the Contract in accordance with Article 10. GOVEX shall in no way be liable for any damage suffered by the Customer as a result of a precautionary suspension of the Services.

5.6. The Customer shall not use User Data or login credentials that do not belong to it and shall safeguard the confidentiality of such data in accordance with Article 4.2.2.

5.7. The Customer shall immediately inform GOVEX of any suspected or established unauthorised use, or any breach of or threat to security, by email to info@govex.eu.

Article 6. Price, payment, indexation and price revision

6.1. The Customer shall pay GOVEX the applicable fees for the Services as set out in the Order Form. The fees payable are always exclusive of VAT and any other applicable tax. All prices are payable in euros.

6.2. The Subscription Fee for the Information Service shall be invoiced to the Customer in advance, at the start of each twelve (12) month period, unless the Order Form provides for other invoicing arrangements.

6.3. The agreed fees for Services with a term exceeding twelve (12) months, including tacit renewals, shall be indexed automatically on 1 January on the basis of the change in the Agoria Digital index. Indexation is calculated using the following formula:

P1 = P0 x [ 0,20 + 0,80 x ( I1 / I0 ) ]

• P1 = the new, indexed fee;
• P0 = the base fee as stated on the Order Form;
• 0.20 = the fixed portion (20%) of the fee, which does not change;
• 0.80 = the portion (80%) of the fee adjusted in line with the Agoria Digital index;
• I1 = the reference index figure for January of the year in which indexation takes place;
• I0 = the reference index figure for January of the year in which the Contract was concluded.

6.4. GOVEX is entitled to increase the agreed fees once a year in addition to the automatic indexation described above (for example to reflect developments in the service or the extension of the Information Service). GOVEX shall notify Customers at least thirty (30) calendar days before the price increase takes effect, either by email or by a notification on the Site. If the Customer does not agree to this specific price increase, it is entitled to terminate the Contract in writing within fifteen (15) calendar days of that notification, with effect from the date on which the new fees take effect, without any termination fee being payable. If the Customer does not terminate within that period, it shall be deemed to have accepted the new fees. Termination may only be effected by registered letter with acknowledgement of receipt.

6.5. GOVEX invoices are payable by the Customer within fifteen (15) days of the invoice date. Unless otherwise agreed in writing, invoices are collected by SEPA direct debit. Any dispute regarding an invoice must be notified to GOVEX within eight (8) Business Days of its dispatch. Failure to dispute in time constitutes irrevocable acceptance of the invoice and of the amounts and Services stated in it.

6.6. All amounts owed by the Customer to GOVEX that remain unpaid on the due date shall automatically and without notice of default bear late-payment interest on the outstanding balance at a rate of one per cent (1%) per month, from the due date of the invoice concerned until the date of full payment. Any month begun shall be counted as a full month. In addition, the balance due shall automatically and without notice of default be increased by an amount equal to ten per cent (10%) of the invoice amount, with a minimum of fifty euros (EUR 50), as fixed compensation to cover administrative handling costs. This article applies without prejudice to GOVEX’s right to recover all additional costs relating to the collection of the outstanding amount.

6.7. GOVEX reserves the right, without prior notice of default or warning, to suspend the provision of the Services in the event of late payment, without prejudice to its right to rescind the Contract in accordance with Article 10.4.

Article 7. Free trial period

Before entering into a Contract, every Customer may request a trial period from GOVEX and thereby obtain free access to the Information Service for an agreed period. GOVEX nevertheless reserves the right to refuse such a request without giving reasons, or to end a current trial period unilaterally and without prior notice, without the Customer being entitled to any compensation from GOVEX. A Customer may benefit from a free trial period only once. During the trial period, the Customer is bound by the General Terms and Conditions.

Article 8. Amendment of the General Terms and Conditions

GOVEX reserves the right to amend these General Terms and Conditions unilaterally at any time. Amendments to the General Terms and Conditions shall be communicated to the Customer in advance by email or by a notification on the Site. If the Customer does not agree to the notified amendments, it is entitled to terminate the Contract within fifteen (15) calendar days of the notification. In the absence of valid termination within that period, the Customer shall be deemed to have accepted the amended General Terms and Conditions, which shall take effect on the date stated in the notification to the Customer.

Article 9. Liability and indemnification

9.1. Liability of GOVEX

9.1.1. Any liability of GOVEX for indirect or consequential loss – including, without limitation, loss of profit, loss of turnover, missed contracts, loss of data, administrative costs or reputational damage – is excluded at all times and in all circumstances. Nor is GOVEX responsible for any damage resulting from decisions taken on the basis of information provided to the Customer in connection with the Services.

9.1.2. GOVEX shall not be liable for non-performance, late performance or defective performance of its obligations if this is due to force majeure or to an event reasonably beyond its control. Force majeure shall in any event include (without limitation): strikes, internet outages, cyberattacks, pandemics, war, terrorism, power failures, failures of telecoms or hosting providers, decisions of public authorities, and failures or maintenance of external databases, government portals, spam filters, network connections or mail servers. In the event of force majeure, the obligations of the party affected by force majeure shall be suspended automatically for the duration of the impediment. If the force majeure situation continues for more than sixty (60) consecutive calendar days, each party shall be entitled to terminate the Contract unilaterally by written notice, without any compensation being payable to the other party.

9.1.3. The total, cumulative liability of GOVEX on any grounds whatsoever (whether contractual or in tort) in connection with the Information Service shall in no event exceed the amount (exclusive of VAT) actually paid by the Customer to GOVEX in the twelve (12) months preceding the event giving rise to the damage. For separate, specific Additional Services, any liability shall in any event be limited to the amount payable by the Customer for that specific Additional Service.

9.1.4. Any claim by a Customer against GOVEX under this Article 9 shall lapse irrevocably if the Customer has not given GOVEX formal notice by registered letter within thirty (30) calendar days of discovering the event that gave rise to the damage suffered, and if no proceedings have been brought by the Customer before the competent court within one (1) year of that same event.

9.2. Liability of the Customer

9.2.1. The Customer shall fully indemnify GOVEX, its employees, subcontractors and partners against all damage (including lawyers’ fees and court costs) resulting from any complaint, claim or action by third parties arising directly or indirectly from unlawful, fraudulent or improper use of the Services by the Customer or its Users, or resulting from a breach of the provisions of this Contract by the Customer or its Users.

9.2.2. Where a breach of the Contract by the Customer or its Users is established, GOVEX shall be entitled to terminate the Contract immediately and the Customer shall automatically, and without notice of default, owe fixed compensation of ten thousand euros (EUR 10,000.00). This fixed compensation applies without prejudice to GOVEX’s right to claim additional damages if the actual loss suffered exceeds the amount of the fixed compensation.

Article 10. Term and termination

10.1. The Contract commences when GOVEX has received a copy of the Order Form and of the General Terms and Conditions signed by the Customer in accordance with Article 3.2, and applies for the term set out in the Order Form.

Where the Order Form relates to the Information Service, the Customer may choose a term of twelve (12), twenty-four (24) or thirty-six (36) months.

On expiry of the initial term, the Contract shall be tacitly renewed for successive periods of twelve (12) months, unless terminated by the Customer or GOVEX in the manner described in Article 10.2.

GOVEX shall remind the Customer of the upcoming tacit renewal and of the option to terminate at least sixty (60) days before the expiry date of the current term.

10.2. Each Party is entitled to terminate the Contract no later than one (1) month before the expiry date of the current term. Termination by the Customer is only valid if effected by registered letter with acknowledgement of receipt. The date of dispatch shall be deemed the date of termination.

10.3. If the Customer terminates the Contract early in breach of Article 10.2, the Customer shall not be entitled to any (pro rata) refund or credit of fees already invoiced and/or paid and/or of any other amounts already paid to GOVEX. In addition, all fees still owed by the Customer and not yet invoiced for the remaining term of the Contract shall become automatically, immediately and fully due.

10.4. Without prejudice to its right to claim damages, GOVEX reserves the right to rescind the Contract unilaterally, with immediate effect, without prior court intervention and without owing any compensation to the Customer, in the following cases:

• a) non-compliance by the Customer with one or more provisions of this Contract (including, without limitation, a breach of the obligations set out in Article 5);
• b) full or partial non-payment of an invoice on the due date, after a formal notice of default has remained without effect for at least fifteen (15) days;
• c) manifest insolvency, bankruptcy, liquidation or judicial reorganisation proceedings of the Customer;
• d) a substantial change in the ownership or control of the Customer (such as a merger or acquisition).

10.5. If the Contract is terminated by GOVEX under Article 10.4, the Customer’s access to the Information Service shall be closed immediately and permanently. All outstanding and due amounts remain payable in full and fees already paid shall not be refunded. In addition, in that case the Customer shall automatically owe fixed compensation equal to ten per cent (10%) of the remaining Subscription Fee or fee until the end of the current period, with an absolute minimum of fifty euros (EUR 50.00). This applies without prejudice to GOVEX’s right to prove higher actual loss and to claim judicial interest and legal costs.

Article 11. Intellectual property rights

11.1. All intellectual property rights relating to the Services, the Site, the underlying software, methodologies, logos, sui generis database rights and all other content developed or used by GOVEX in performing the Services, or arising from them, belong exclusively to GOVEX (or its licensors). The provision of the Services does not entail any transfer of these intellectual property rights. The Customer shall not disclose or make available the results of the Services, in whole or in part, to third parties in any way.

11.2. Save for normal internal use as permitted under these General Terms and Conditions, the Customer is expressly prohibited from reproducing, decompiling or commercially exploiting vis-à-vis third parties all or part of the aforementioned elements, or from extracting data from them by automated means (scraping), without the prior written consent of GOVEX.

11.3. The Customer grants GOVEX a free, worldwide and non-exclusive licence to use, store and reproduce the data and documents supplied by the Customer in connection with the Services, solely to the extent necessary for the proper performance of the Contract.

Article 12. Notices

Any communication or notice from GOVEX to the Customer is validly sent via the Site, by email or by ordinary post to the address most recently provided by the Customer, unless expressly provided otherwise in the General Terms and Conditions. GOVEX cannot be held liable for any prejudice resulting from the Customer’s failure to update its contact details. Any notice from the Customer to GOVEX shall be given by registered letter or by email with acknowledgement of receipt to info@govex.eu.

Article 13. Processing of personal data and confidentiality

13.1. GOVEX acts as data controller for the personal data it processes in connection with the performance of the Contract, the management of the customer relationship and invoicing. Processing is carried out in accordance with Regulation (EU) 2016/679 (GDPR) and the Belgian Act of 30 July 2018.

13.2. For further information on the categories of data processed, the legal basis, the retention periods and the rights of data subjects (access, rectification, erasure, restriction, portability, objection), please refer to the GOVEX Privacy Policy.

13.3. Questions or requests to exercise these rights may be sent to dpo@govex.eu.

13.4. Both Parties undertake to treat as strictly confidential all confidential information, trade secrets, data and commercial information, in whatever form, that they receive from each other in connection with the conclusion and performance of this Contract. Such information may only be used for the performance of the Contract and may not be disclosed to third parties without the prior express written consent of the other Party, unless required by a legal obligation or an enforceable court order. The Customer specifically acknowledges that the methodologies, the structure of the databases and the underlying operation of the GOVEX Information Service are regarded as strictly confidential business information. This confidentiality obligation shall remain fully in force after termination of the Contract for a period of five (5) years.

Article 14. Final provisions

14.1. Neither party may assign its rights or obligations under the Contract without the prior written consent of the other Party, provided that GOVEX may assign this Contract to a universal successor in the event of a sale or merger.

14.2. If any provision of these General Terms and Conditions is declared wholly or partly void or unenforceable, this shall not affect the validity of the remaining provisions. The void provision shall be deemed replaced by a valid provision whose economic effect comes as close as possible to that of the original provision.

14.3. GOVEX’s failure to exercise any right under the Contract shall not be construed as a waiver of that right, unless this is expressly confirmed in writing with reference to this Article 14.3.

14.4. The provisions of this Contract which are expressly or implicitly intended to survive termination shall remain in force after the expiry or termination of this Contract.

14.5. These General Terms and Conditions are governed by Belgian law.

14.6. Any dispute relating to the validity, interpretation or performance of the Contract shall fall within the exclusive jurisdiction of the Dutch-speaking Enterprise Court of Brussels, without prejudice to GOVEX’s right to summon the Customer before the court of its domicile or registered office.

14.7. These General Terms and Conditions are drawn up in Dutch and French, both versions being authentic. This English version is a translation provided for information purposes only. In the event of any discrepancy or difference in interpretation between any of the versions, the Dutch version shall prevail. Legal terms used in this English version shall be interpreted in accordance with Belgian law.