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General Terms and Conditions of Sale

GRC Vision BV · Acacialaan 5, 1910 Kampenhout, Belgium · VAT BE 0797.131.548 · RPR Leuven
office@grcvision.be · +32 494 71 25 22 · www.grcvision.eu

Version 1.0 · in force from 30 July 2026. These terms apply to business clients (B2B) only.

1. Scope and precedence

These terms govern every quotation, order and contract between GRC Vision BV (“GRC Vision”) and the client. The agreement consists, in descending order of precedence, of: (a) any statement of work or framework agreement signed by both parties; (b) the quotation accepted by the client; and (c) these terms.

The client's own purchase or procurement conditions do not apply, are expressly rejected, and do not bind GRC Vision even where GRC Vision has not objected to them and proceeds with performance.

Any change to the agreed scope must be agreed in writing, including by email, and is priced in accordance with clause 3 before it is carried out.

2. Quotations

A quotation is valid until the expiry date stated on it, and where no date is stated, for 30 calendar days from its date. A quotation becomes binding on GRC Vision only once the client has accepted it in writing or electronically, including through the client portal.

Quotations are based on the information supplied by the client. If that information proves materially incomplete or incorrect, GRC Vision may revise the quotation.

3. Prices and what is billable

  • Consultancy on a time basis is charged at the day rate stated in the quotation. A full day is 8 working hours and a half day is 4. Time is recorded and reported per engagement.
  • Fixed-scope delivery work is charged at the fixed price stated in the quotation for the scope described in it, and only for that scope.
  • Work outside normal business hours (weekdays 08:00–18:00 CET), and work on Saturdays, Sundays and Belgian public holidays, is charged at the surcharge stated in the quotation. Where no surcharge is stated, such work is charged at the standard rate.
  • Travel expenses are charged at cost. Travel time to and from the client's premises is not charged unless the quotation states otherwise.
  • Third-party products and services procured by GRC Vision on the client's behalf, including software licences, subscriptions and hosting, are charged as stated in the quotation. These remain subject to the supplier's own terms. Where a supplier changes its prices or terms during an engagement, GRC Vision will pass the change on with at least 30 days' written notice, and the client may terminate the affected service before the change takes effect.

All prices are exclusive of VAT and other taxes and duties. For engagements running longer than twelve months, GRC Vision may adjust its rates once per calendar year with at least 60 days' written notice; the client may terminate the affected engagement, without cost, before the new rates take effect.

4. Invoicing and payment

Unless the quotation states otherwise, invoices are payable within 30 calendar days of the invoice date, without discount or set-off, to the account stated on the invoice. Time-based work is invoiced monthly in arrears. Fixed-price work is invoiced in accordance with the milestones in the quotation.

An invoice must be disputed in writing, with reasons, within 15 calendar days of its date. After that period the invoice is deemed accepted. A dispute over part of an invoice does not suspend the obligation to pay the undisputed remainder.

Where an invoice is not paid when due, interest accrues automatically and without notice of default at the statutory rate under the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, together with the fixed compensation for recovery costs provided by that Act and, where applicable, reasonable further recovery costs.

If an invoice remains unpaid more than 15 calendar days after a written reminder, GRC Vision may suspend performance, having given the client at least 7 days' written notice of its intention to do so. Suspension does not relieve the client of its payment obligations, and GRC Vision is not liable for delay caused by such a suspension.

5. Client obligations

The client shall provide, in good time and free of charge, everything GRC Vision reasonably needs to perform, including:

  • access to the relevant systems, accounts, credentials, networks and premises;
  • a named contact with authority to give instructions and take decisions;
  • accurate and complete information, data and specifications.

The client is responsible for the accuracy of the information and data it supplies, for holding the rights necessary for GRC Vision to work on its systems and data, and for maintaining its own backups and disaster-recovery arrangements.

Where performance is delayed or additional work is required because the client has not met these obligations, agreed dates shift accordingly and the additional time is charged on a time basis at the applicable rate.

6. Intellectual property

Pre-existing and reusable materials. GRC Vision retains all intellectual property rights in everything it owned or developed before or outside the engagement, and in its methods, know-how, templates, libraries, frameworks, scripts and tools, including generic components developed or improved while performing the engagement. Nothing in the agreement transfers those rights.

Deliverables. Subject to full payment of all sums due, GRC Vision assigns to the client the intellectual property rights in the deliverables specifically developed for the client under the engagement, in so far as those rights can be assigned and are not covered by the paragraph above or by third-party rights.

Licence to reusable materials. Where a deliverable incorporates GRC Vision's pre-existing or reusable materials, GRC Vision grants the client a non-exclusive, non-transferable, perpetual and worldwide licence to use, operate and modify those materials as part of that deliverable, for the client's own internal business purposes. The client may not distribute, resell or license them as a standalone product.

Third-party and open-source components. These remain governed by their own licences. GRC Vision cannot and does not assign or extend any rights in them, and identifies on request the material components used in a deliverable.

References. GRC Vision may name the client and describe the engagement in general terms as a commercial reference, unless the client objects in writing.

7. Confidentiality

Each party shall keep confidential all non-public information received from the other and use it solely for the purposes of the agreement, during the engagement and for 5 years after it ends. This does not apply to information that is or becomes public without breach, was already lawfully known to the recipient, is independently developed, or must be disclosed by law or a competent authority, in which case the disclosing party is notified where lawful.

8. Data protection

Where GRC Vision processes personal data on the client's behalf in the course of an engagement, the client acts as controller and GRC Vision as processor within the meaning of Regulation (EU) 2016/679 (GDPR). In that case the parties shall conclude a data processing agreement, which prevails over these terms in respect of the processing of personal data.

GRC Vision processes such personal data only on the client's documented instructions, applies appropriate technical and organisational measures, imposes equivalent obligations on any sub-processor it engages, and assists the client to a reasonable extent with data subject requests and with security incidents. GRC Vision informs the client in advance of any intended change of sub-processor, and the client may object on reasonable grounds.

Each party remains responsible for its own compliance in its own role.

9. Performance, acceptance and warranty

GRC Vision performs its services with the care and skill reasonably expected of a competent professional in its field. Unless a specific result is expressly guaranteed in writing in the quotation or a statement of work, GRC Vision's obligations are obligations of means and not of result. Delivery dates are estimates and are not of the essence unless expressly agreed as firm in writing.

Fixed-scope deliverables are deemed accepted if the client has not notified material, reproducible defects in writing within 15 calendar days of delivery, or has taken the deliverable into productive use, whichever is earlier.

GRC Vision will correct, free of charge, material defects in a deliverable that are notified in writing within 30 calendar days of delivery and are attributable to GRC Vision. This warranty does not cover defects arising from changes made by the client or a third party, from use contrary to instructions or documentation, from the client's own infrastructure or data, or from third-party or open-source components.

10. Liability

GRC Vision's total aggregate liability arising out of or in connection with the agreement is limited, per calendar year, to the total fees, excluding VAT and third-party pass-through costs, invoiced by GRC Vision to the client under the relevant engagement in the twelve months preceding the event giving rise to liability.

GRC Vision is not liable for indirect or consequential loss, including loss of profit, loss of turnover, loss of anticipated savings, loss of goodwill, loss of business opportunity, or loss, corruption or unavailability of data, save where such loss results from GRC Vision's fraud or wilful misconduct.

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited under Belgian law, including liability for fraud, for wilful misconduct, and for death or personal injury.

Any claim lapses unless proceedings are issued within twelve months of the date on which the client became aware, or ought reasonably to have become aware, of the facts giving rise to it.

11. Support and availability

GRC Vision provides support, monitoring or availability commitments only where a written service level agreement expressly says so. Absent such an agreement, support requests are handled on a reasonable-efforts basis during normal business hours and are charged on a time basis.

12. Subcontracting

GRC Vision may engage subcontractors in performing the agreement and remains fully responsible towards the client for work so performed.

13. Non-solicitation

During the engagement and for twelve months after it ends, neither party shall solicit for employment or engagement any individual of the other party who has been directly involved in the engagement, without that party's prior written consent. Responses to a public recruitment advertisement not specifically directed at such individuals are not a breach.

14. Duration and termination

Engagements for a fixed scope end on completion and acceptance. Ongoing or recurring engagements run for the term stated in the quotation and may be terminated by either party on 30 calendar days' written notice, without cost, effective at the end of a calendar month.

Either party may terminate the agreement with immediate effect by written notice if the other party commits a material breach that is not remedied within 15 calendar days of written notice specifying it, or becomes insolvent, enters liquidation or ceases to trade.

On termination for any reason, the client shall pay for all work performed and all commitments GRC Vision has properly entered into up to the effective date. On request and against payment at the applicable rates, GRC Vision will provide a reasonable handover, return or securely delete client data as instructed, and return credentials and access.

15. Force majeure

Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control, including failures of electronic communications networks, failures or interruptions of third-party services and cloud platforms, cyber-attack, epidemic, government measures, strike and armed conflict. Payment obligations for work already performed are not suspended. If the situation lasts longer than 60 consecutive days, either party may terminate the affected engagement by written notice without compensation.

16. Miscellaneous

If a provision of these terms is held invalid or unenforceable, the remainder stays in force and the invalid provision is replaced by a valid one reflecting its purpose as closely as possible. GRC Vision may amend these terms for future quotations; the version in force at the date of the quotation governs that engagement. Failure to enforce a right is not a waiver of it. The client may not assign the agreement without GRC Vision's prior written consent.

17. Governing law and jurisdiction

The agreement is governed by Belgian law, to the exclusion of its conflict-of-law rules and of the United Nations Convention on Contracts for the International Sale of Goods.

The courts of the judicial district of Leuven, Belgium, have exclusive jurisdiction over any dispute arising out of or in connection with the agreement, without prejudice to GRC Vision's right to bring proceedings before the courts of the client's domicile.

18. Language

These terms may be published in English, Dutch and French. The English version is the authoritative text and prevails in the event of any discrepancy between versions.