General & Specific Terms and Conditions

1.1 Service Provider: Dynamind, with registered office at Hoevenstraat 4, 2230 Ramsel, registered in the CBE under number 1036.041.756, duly represented by its partners.

1.2 Client: The natural person or legal entity that purchases services from the Service Provider.

1.3 Agreement: These general terms and conditions, together with the quotation, purchase order, and any specific terms or annexes, constitute the entire agreement between the parties.

1.4 Entire Agreement: The agreement supersedes all prior oral and written arrangements, proposals and communications. In case of conflict, the specific terms or the quotation take precedence over these general terms and conditions.

2.1 These terms apply to all offers, agreements and services of the Service Provider.

2.2 Deviations are only valid if agreed in writing.

2.3 The general or special terms and conditions of the Client are expressly excluded.

3.1 The Service Provider provides, among others: Microsoft Dynamics 365 (Sales, Customer Service, Customer Insights), Microsoft Power Platform, AI and automation services, Consultancy, configuration, customisation and support.

3.2 Unless expressly agreed otherwise, all services are delivered as an obligation of means. The Service Provider commits to performing the services according to best practices, without an obligation of result.

4.1 Pre-studies are defined analytical assignments aimed at analysing the Client's processes, systems, data and needs, resulting in recommendations, documentation and/or a roadmap.

4.2 The scope of the pre-study is explicitly set out in the quotation. Deliverables outside this scope are considered additional work.

5.1 Fixed Solutions are pre-defined solutions based on Microsoft best practices, with a clearly defined scope and limited configuration options.

5.2 The scope, assumptions and limitations are set out in the quotation and form an integral part of the agreement.

5.3 The fixed price and invoicing schedule are determined in the quotation.

6.1 Time-and-materials services include, among others, customisation, configurations, integrations and consultancy, and are performed based on actual time spent.

6.2 Any time or budget estimates are purely indicative and non-binding.

6.3 Invoicing is carried out: based on actual hours or days spent, monthly in the month of execution. Additional work is invoiced separately; work not performed is not invoiced.

6.4 The Client commits to active cooperation and the timely provision of information, decisions and access. Delays on the Client's side may impact planning and budget.

6.5 Either party may terminate time-and-materials services with a notice period of 30 calendar days, with invoicing of all services already delivered.

7.1 Customer Success includes ongoing support, optimisations, coaching and adoption guidance.

7.2 The content of the plans (hours, SLAs, response times) is set out in a separate annex.

7.3 Customer Success is invoiced via subscription, monthly or annually in advance.

7.4 Unused hours expire at the end of the agreed period, unless agreed otherwise in writing.

8.1 Specific Microsoft licences are required for the use of Microsoft Dynamics 365, Power Platform and AI services.

8.2 Licences are ordered at the start of or during the project and invoiced upon delivery.

8.3 Licences are subject to the Microsoft New Commerce Experience (NCE) model: standard annual commitment; monthly payment possible with annual purchase obligation (premium); monthly flexibility possible at a higher premium.

8.4 The Client acknowledges having read and agreed to the Microsoft Customer Agreement and declares to be authorised to do so on behalf of their organisation.

9.1 Unless otherwise agreed, standard software, configurations and deliverables are tacitly accepted upon delivery.

9.2 After delivery and the expiry of the warranty period as specified in the agreement, all obligations are deemed to have been fulfilled.

10.1 A warranty period of 60 calendar days after delivery applies to specifically developed custom solutions.

10.2 The warranty applies exclusively to reproducible errors that demonstrably deviate from the agreed specifications.

10.3 The warranty lapses in case of: incorrect or improper use; modifications made by the Client or third parties; integrations outside the agreed scope.

11.1 All methodologies, templates, generic components and custom work remain the property of the Service Provider.

11.2 Upon full payment, the Client receives a non-exclusive, non-transferable right to use the deliverables for internal business purposes.

The Client undertakes, during the term of the agreement and up to 12 months after termination, not to directly or indirectly recruit, employ or engage employees, partners or permanent consultants of the Service Provider without prior written consent. In case of breach, the Client owes a lump-sum compensation of Γé¼50,000 per infringement, without prejudice to the right of the Service Provider to prove a higher actual damage.

13.1 All rates are exclusive of VAT and exclusive of travel, transport and accommodation expenses.

13.2 Travel expenses are charged as specified in the agreement.

The Service Provider has the right to suspend the performance of the agreement or to terminate it by operation of law and with immediate effect without prior notice of default if the Client:

• fails to meet its payment obligations;
• becomes insolvent, files for bankruptcy or ceases its payments;
• is subjected to attachment;
• provides incorrect or misleading information;
• commits fraud.

Services already delivered remain due.

15.1 The liability of the Service Provider is limited to the fees invoiced for the relevant assignment in the 12 months prior to the damaging event, except in cases of intent or fraud.

15.2 The Service Provider is never liable for indirect or consequential damages, including loss of revenue, profit, data or goodwill.

15.3 The Client indemnifies the Service Provider against claims from third parties arising from the use of the services provided.

16.1 Parties treat all confidential information strictly confidential.

16.2 This obligation remains in effect until 1 year after termination of the agreement.

16.3 Personal data is processed in accordance with the GDPR. The Client remains the data controller.

17.1 The Service Provider may engage third parties or subcontractors under its responsibility, without additional costs for the Client.

17.2 Parties act as independent contractors. No hierarchical or employment relationship arises.

Parties accept that electronic communications, digital documents and copies have the same evidential value as original written documents.

19.1 If a provision proves to be invalid or unenforceable, this does not affect the validity of the remaining provisions.

19.2 Failure to exercise a right does not constitute a waiver of that right.

19.3 Belgian law governs this agreement. Disputes fall under the exclusive jurisdiction of the courts of Antwerp.