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 undertaking, namely the legal entity or natural person acting in the course of their professional or business activity, 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.

2.4 These terms apply exclusively to professional clients (B2B). The Service Provider does not contract with consumers within the meaning of Book VI of the Belgian Code of Economic Law.

3.1 The Service Provider provides, among others: Microsoft Dynamics 365; 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.

4.3 Pre-studies are sold at a fixed price and invoiced as follows: 50% at the start of the assignment; 50% upon delivery.

4.4 The Client has 10 working days after delivery to submit written comments. Failing this, the delivery is deemed definitively accepted.

4.5 Use and confidentiality. The results, documentation and deliverables resulting from a pre-study may only be used internally by the Client. The Client is not permitted to share these documents, in whole or in part, with third parties, to publish them or make them available to third parties without the prior written consent of the Service Provider.

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.

5.4 Changes outside the agreed scope are considered additional work and invoiced separately after written agreement by the Client.

5.5 A warranty period of 30 calendar days after delivery applies to Fixed Solutions for the correction of reproducible errors that demonstrably deviate from the agreed specifications.

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 based on actual hours worked and is issued every two weeks for the services delivered in the preceding two weeks. 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 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 The Service Provider may deliver solutions that make use of artificial intelligence, including Microsoft Copilot, Copilot Studio agents and related generative technologies.

9.2 AI systems generate output based on statistical models. This output may be inaccurate, incomplete or outdated. The Client remains responsible at all times for the assessment and validation of the output before relying on it for decision-making. The Service Provider gives no warranty regarding the accuracy, suitability or completeness of AI-generated output.

9.3 The use of AI services is subject to the applicable terms and acceptable-use policies of the underlying providers (including Microsoft and, where applicable, OpenAI). The Client acknowledges having taken note of these.

9.4 Unless agreed otherwise in writing, the Client's data is not used to train general AI models. The processing of personal data in the context of AI services is carried out in accordance with Article 20.

9.5 The Client is responsible for a lawful and compliant use of the AI solutions within their organisation, including compliance with the applicable regulations, in particular Regulation (EU) 2024/1689 (AI Act). The Service Provider is not liable for the Client's use of the AI solutions.

10.1 The Service Provider's services are built on and dependent on third-party platforms and services, in particular Microsoft (including Azure, Dynamics 365, Power Platform and Microsoft 365).

10.2 The Service Provider has no control over these platforms. Changes, updates, functional limitations, deprecations, price changes, interruptions or discontinuation of third-party services fall outside its responsibility.

10.3 The Service Provider is not liable for unavailability, data loss or damage arising from the operation, modification or discontinuation of third-party platforms or services. Adjustments that become necessary as a result of changes by third parties are considered additional work.

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

11.2 The Client has 10 working days to submit written comments. Failing this, the delivery is deemed definitively accepted.

11.3 After delivery and the expiry of the warranty period, all obligations are deemed to have been fulfilled.

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

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

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

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

13.2 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 €50,000 per infringement, without prejudice to the right of the Service Provider to prove a higher actual damage.

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

15.2 Travel expenses are charged as specified in the quotation.

15.3 Services performed outside office hours (8 a.m.–6 p.m.) are increased by 50%; services on Sundays and public holidays by 100%.

15.4 Invoices are payable within 30 calendar days of the invoice date.

15.5 Invoices must be protested in writing and with reasons within 8 working days. Failing this, they are definitively accepted.

15.6 In case of late payment, the following are due by operation of law and without prior notice of default: default interest at the statutory interest rate in accordance with the Act of 2 August 2002 on combating late payment in commercial transactions, from the due date until full payment; and a lump-sum compensation of 10% of the outstanding invoice amount, with a minimum of €125, without prejudice to the right of the Service Provider to compensation for higher actual recovery costs.

15.7 If the Client's solvency gives rise to reasonable doubt, the Service Provider has the right to demand additional payment guarantees and to suspend the performance of the services.

16.1 Neither party is liable for the non-performance of its obligations if this results from force majeure.

16.2 Force majeure includes, among others: war, terrorism, natural disasters, fire, flooding, pandemics, strikes, energy or telecom outages, cyberattacks, disruptions or unavailability of third-party platforms or services, and any other circumstance beyond the reasonable control of the affected party.

16.3 The affected party notifies the other party as soon as possible. The performance of the obligations concerned is suspended for the duration of the force majeure.

16.4 If the force majeure situation continues for more than 60 calendar days, either party may terminate the agreement in writing without compensation, while retaining the compensation for services already delivered.

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.

18.1 The agreement applies for the term specified in the quotation or purchase order, or, failing that, for the term necessary to perform the agreed services.

18.2 Without prejudice to the specific notice and termination rules in these terms, either party may terminate the agreement subject to a written notice period of 30 calendar days, unless otherwise specified in the quotation.

18.3 Upon termination, for whatever reason, all services already delivered and costs incurred remain due and are finally settled.

18.4 Upon termination, each party shall, on simple request, return or destroy the confidential information and materials of the other party. At the Client's request, the Service Provider may provide reasonable transition assistance against payment.

18.5 Provisions that by their nature are intended to survive termination (including intellectual property, confidentiality, liability and non-solicitation) remain in force after termination.

19.1 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.

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

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

20.1 Parties treat all confidential information strictly confidential.

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

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

20.4 Insofar as the Service Provider processes personal data on behalf of the Client in the context of the services, it acts as processor and the Client as controller within the meaning of the GDPR.

20.5 In that case, the parties conclude a separate data processing agreement in accordance with Article 28 GDPR, which forms an integral part of the agreement.

20.6 The Service Provider may engage sub-processors provided equivalent obligations are imposed and remains responsible for their processing. It notifies the Client of data breaches without unreasonable delay.

20.7 Upon termination of the agreement, the personal data is, at the Client's choice, returned or erased, subject to statutory retention obligations.

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

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

22.1 The Client may not transfer the agreement or the rights and obligations arising from it to a third party without the prior written consent of the Service Provider.

22.2 The Service Provider may transfer the agreement to an affiliated company or in the context of a reorganisation, merger or transfer of activities, provided the continuity of the services is guaranteed.

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

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

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

24.3 Belgian law governs this agreement. Disputes fall under the exclusive jurisdiction of the courts of Mechelen.