N-Allo General Conditions of Sale

1. Contract

These General Conditions of Sale (hereinafter referred to as “the General Conditions”) together with the provisions of the Offer form the contract under which you purchase goods and/or services from us (hereinafter jointly referred to as “the Contract”). In case of conflict between these General Conditions and the provisions of our Offer, the provisions of the Offer shall take priority.

The provisions of the Contract are the only ones applicable to the supply of our goods and services; all other provisions whatsoever are expressly excluded, in particular the general and/or particular conditions of the Customer.

2. Offers

Unless expressly specified otherwise in the relevant Offer, our Offers are valid for a period of two months counting from the day on which they were sent.

The Customer can place an order by signing the Offer for agreement and returning it to N-Allo within the abovementioned period. Such an order by the Customer is irrevocable. If the Customer wishes, an order may also be placed by presenting N-Allo with an order form, but this will only be accepted if it is accompanied by the Offer, signed by the Customer. In whichever case, only the conditions of the Contract shall apply, to the express exclusion of any provisions that may be found on the Customer’s order form.

If the order reaches N-Allo outside the period of two months counting from the day on which the Offer was sent, N-Allo shall be entitled to either accept or reject it, without having to justify its decision.

Unless expressly specified otherwise, N-Allo’s obligations as described in the Offer and in these General Conditions are obligations of means (and not obligations of results), and must be interpreted as such.

Delivery deadlines are not binding. Accordingly, they cannot give rise to an obligation to pay compensation, or to dissolve the Contract.

3. Price

All prices in our Offers are exclusive of VAT and all other taxes and/or levies. All such taxes and levies (with the exception of N-Allo’s corporate income tax) shall be borne entirely by the Customer.

Even if N-Allo’s performance forms part of a project for which a fixed total price has been agreed, the Customer shall owe a price supplement if additional or supplementary work is ordered and performed.

4. Do-not-call-me

The Customer guarantees that he complies with the legal obligations contained in the law of 10 July 2012 concerning various telecommunication aspects, in particular the articles 126 to 132 relating to the do-not-call-me list. In this respect, N-Allo will act on behalf of the Customer, who will be liable according to the previous mentioned law.

The Customer therefore guarantees that the files which are made available to N-Allo for outbound calls comply with the aforementioned legislation and will hold N-Allo harmless from any claims from third parties in the event of non-compliance with this legislation.

5. Protection of data

N-Allo respects the General Data Protection Regulation (regulation 2016/679). Please consult our privacy statement for more information.

6. Force majeure

In case of force majeure (such as, by way of example but without being limitative in any way, bankruptcy or suspension of payment on the part of a supplier or contractor, strike, riot or civil commotion, accident of any kind whatsoever, natural disaster etc.), N-Allo shall be freed of its obligations for the duration of the force majeure.

7. Invoicing

N-Allo’s invoices are payable within 30 calendar days after their date of issue.

The invoices and the goods and/or services to which they relate shall be considered to have been irrevocably accepted unless they are protested in writing within 10 working days after they have been issued.

In case of non-payment by the due date, unpaid invoices shall incur late payment interest, de jure and without demand having to be made, at the rate laid down in the Act of 2 August 2002 concerning late payment for commercial transactions. This interest shall be owed as of the due date of payment of the invoice until such time as N-Allo has received full payment of the invoice.

Furthermore, in case of non-payment by the due date, the amount of N-Allo’s invoices shall be raised by 10% by way of compensation, with a minimum of 125 euros, de jure and without demand having to be made.

Finally, in case of non-payment of its invoices by the due date, N-Allo is entitled to suspend its performance, in whole or in part, until such time as full payment has been obtained from the Customer.

8. Liability

N-Allo shall only be liable for direct, material loss or damage arising from gross negligence. In whatever case, compensation for such loss or damage shall be limited to the total amount that N-Allo has received from you for performance of this Contract during the 12 months preceding the loss or damage. In no case may the total compensation owed by N-Allo be more than 1 million euros per calendar year.

N-Allo cannot be held liable for any indirect or consequential loss, including but not limited to loss of production, loss of profits or loss of income. In general, you are bound to take the necessary measures that can reasonably be expected in order to limit your loss.

9. Intellectual property rights

Each of the parties retains ownership of the intellectual property rights they hold in relation to the information, documents, texts, data, etc. that they shall be required to communicate to the other Party within the framework of the present Contract and/or that they shall develop within the framework of the Contract.

N-Allo holds all the intellectual property rights relating to the programme and to the technology that is the subject of the Order Form, to all complementary developments and applications, as well as to the know-how and any trade secret relating thereto. By signing the Order Form, the Ordering Party acknowledges that it has been fully informed of the above.

The rights held by N-Allo also extend to include all documentation, technical documents or other documents relating to the programme made available pursuant to the Order form.
N-Allo authorises the Ordering Party to use its programmes within the strict framework of the performance of the contract and for its entire duration, as long as such use complies with the provisions of the present general terms and conditions.

The Ordering Party shall refrain from authorising any third party to use the programme concerned and shall take care to clearly inform its employees of N-Allo’s rights to the programmes and of their obligation not to prejudice these rights in any way, nor to disclose them to third persons or to authorise their use, in any way, by unauthorised persons.
In the event of an infringement, N-Allo shall be entitled to withdraw the authorisation to use the programme and to cancel the present contract without prior formal notice and without prejudice to the payment of damages and interests. In this event, the full price agreed in the Order form shall be immediately claimable, regardless of the time at which the Ordering Party is found to be in breach of contract.

In the event that the Ordering Party or its agents should develop an improvement to the existing Programme, it/they shall be under obligation to immediately communicate all relevant information to N-Allo. By operation of law, all and any intellectual property rights to any such improvements shall be automatically surrendered to N-Allo, which shall authorise the Ordering Party to use these improvements, free of charge, exclusively for the duration of the contract.

The right of use is granted for the duration of the Contract and for the purpose of Contract performance and may on no account be interpreted as a surrender of any other intellectual property rights of a different nature or of more wide-ranging rights.
Throughout the duration of the contract and for two years following its termination, the Ordering Party shall refrain from engaging in activities whose nature is such as to compete with those of N-Allo.

The Ordering Party shall take every care not to prejudice the trademarks owned by N-Allo and may on no account use them for any which purpose other than that expressly authorised by their holder.

In the event that N-Allo were to have affixed its trademark on an element made available to the Ordering Party, the Ordering Party shall be under obligation to observe the terms and conditions of use of these signs, which it will be notified of by N-Allo.

10. Confidentiality

Confidentiality of the Offer – The content of the Offer is strictly confidential and shall remain the exclusive property of N-Allo. The Parties may not communicate the content of the Offer to third parties without the express agreement of the other Party.

By confirming an order, the Ordering Party expressly authorises N-Allo to refer to the Contract concluded with the Ordering Party in its commercial communications and to use the Ordering Party’s commercial name and/or trademark and/or logo in such communications.
The following shall also considered as confidential information: all information in any which form (written or verbal data, descriptions, instructions for use, memos, reports, plans, etc.) and of any which nature (technical, administrative, commercial or economic, etc.) communicated by N-Allo to the Ordering Party or which it becomes aware of within the framework of the performance of the contract.
Throughout the entire contract lifetime, and for 5 years after its termination, the Ordering Party undertakes not to disseminate or make known the Confidential Information and to refrain from passing on such information to third parties, without the prior and written consent of N-Allo.

The Confidential Information may be used by the Ordering Party only within the framework of and for the duration of the Contract. All Confidential Information shall be returned to N-Allo at the end of the contract along with all copies that may have been made of such information. If applicable, N-Allo shall be free to request the Ordering Party to inform N-Allo of the measures put in place by the latter ensure the confidentiality of the Confidential Information.

However, the Ordering Party is authorised to communicate the Confidential Information to the members of its staff tasked with the performance of the Contract in compliance with the terms and conditions of the contract.
The Confidential Information shall remain the exclusive property of N-Allo. The communication of Confidential Information does not confer onto the Ordering Party any licensing rights or rights of use over said information or over the intellectual rights of N-Allo relating thereto. All and any rights to the protection of this Information under Intellectual Property laws are reserved for N-Allo.

In the event of failure to comply with this confidentiality clause, N-Allo reserves the right to immediately cancel the current contract without any compensation and without prejudice to its right to receive payment of damages for all resulting loss.

However, these obligations do not apply to documents for which the party concerned is able to prove:
• that they were public knowledge before being communicated to the other parties or have been in the public domain since, without fault or negligence of the party concerned, or
• that they were already in its possession without having directly or indirectly obtained them from the other parties, or
• that they were obtained from an independent source that is neither directly nor indirectly bound by a confidentiality agreement vis-à-vis the other parties.

11. Termination

The Customer is entitled at any moment to unilaterally terminate any Contract with a limited period of less than 12 months, provide the full amount owed for the total order is paid to N-Allo (where appropriate, calculated pro rata the goods and/or services already supplied).
N-Allo is also entitled to terminate such a contract unilaterally, given notice of 1 week sent to the Customer by registered letter with proof of delivery.

The Customer is entitled at any moment to unilaterally terminate any Contract with an unlimited period or with a period of more than 12 months, given notice of 6 months sent to N-Allo by registered letter with proof of delivery

N-Allo is also entitled to terminate such a contract unilaterally, given notice of 3 months as of the date of notice being sent to the Customer by registered letter with proof of delivery.

Each Party is entitled to terminate the Contract immediately, without the intervention of the court and without any compensation being owed, if the other Party fails to comply with one or more of its essential obligations under the Contract and further fails to rectify this situation within a period of 20 working days after having been summoned to do so by the first Party by registered letter.

12. Transfer

N-Allo may transfer the Contract to a third party, on condition that you are notified of this by registered letter. You may transfer the Contract to a third party only if prior, written permission has been received from N-Allo, and then only if the third party expressly undertakes to honour the Contract.

13. Court of competent jurisdiction and applicable law

The settlement of disputes between N-Allo and the Customer falls under the exclusive competency of the courts of Brussels, which shall apply Belgian law exclusively.