SCOPE OF APPLICATION
These general terms and conditions apply to service contracts between PowerBee and the customer, both professional and SME.
Each time the contract is renewed, it is deemed renewed based on the most recent version of the Terms and Conditions as available on the PowerBee website: https://powerbee.odoo.com/terms
1. Purpose of contract, quotation and price
1.1 Once the quotation has been accepted by the Customer, it shall be deemed to constitute the Special Terms.
1.2. De offerte is geldig voor de aangegeven periode en onder voorbehoud van beschikbaarheid van materialen en middelen. PowerBee kan niet aansprakelijk worden gesteld voor vertragingen veroorzaakt door derden.
1.3 The price is exclusive of VAT and is determined by the Parties in the Special Terms based on the information provided and may be revised by PowerBee in the event of changes to the project requirements.
1.4 Any commission or other payment made by PowerBee to a third party or in consideration for the delivery of items or negotiation of the Agreement on behalf of PowerBee shall be included in the price agreed with the Customer.
2. Performance of services We undertake to perform the services within the agreed time frame,
3. Payment
3.1 The terms of payment are stated in the quotation. Payments shall be made within the stipulated period, exclusively in euros, to PowerBee’s account.
3.2 In the event of late payment, in addition to administrative costs, the non-payment of an invoice on the agreed due date shall automatically and without notice of default give rise to the charging of interest on all unpaid amounts due at the interest rate provided for in the Law of August 2, 2002 on combating late payment in commercial transactions.
3.3 All judicial and extrajudicial costs, including reasonable costs of legal assistance, whether or not in the context of legal proceedings, incurred as a result of non-payment within the specified terms, as well as default interest, shall be borne by the Customer. The judicial and extrajudicial costs shall by default amount to at least 10% of the amounts due. The granting of payment delays by Powerbee may only be considered as a commercial gesture and shall under no circumstances be considered as an admission of fault on Powerbee’s part, nor as a renunciation of any of the Contract’s clauses.
4. Liability and warranty
4.1 We strive to provide high-quality services and materials. We provide guarantees as specified in the quotation.
4.2 Except as provided in these Terms and Conditions and unless otherwise required by mandatory law, PowerBee shall only be liable, whether in contract or otherwise, for any loss or damage suffered by the customer or any other person as a result of gross negligence, fraud or willful misconduct on the part of PowerBee. 4.3) In the event PowerBee is required to pay damages, it shall not be liable for any unforeseeable, indirect or consequential damages, including but not limited to loss of profits, loss of production, loss of use value, loss of goodwill, loss of business opportunities. 4.4) In all cases, the compensation payable by PowerBee cannot exceed an amount equal to €5,000 per claim. The Customer must notify any claim for damages by registered letter within thirty (30) calendar days after the occurrence of the harmful event or after the damage has been reasonably ascertained by registred letter, failing which its right to damages shall lapse. 4.5) In all cases PowerBee cannot be held responsible for warranties on installed equipment, the customer accepts only the manufacturer’s warranty. 4.6) PowerBee’s service is an advisory service where the client remains the final decision maker. PowerBee cannot be held responsible for the financial results of operations performed by the client.
5. Cancellations and Changes.
5.1 Cancellations or changes to the project must be communicated in writing.5.2) Costs resulting from cancellations or changes depend on the progress of the project. 5.3) The client shall promptly communicate any information relating to a change in the data or situations covered by the contract (such as energy consumption, addition or removal of energy consumption points, etc.).
6. Disputes
The parties undertake to endeavour to resolve any dispute amicably and in good faith, including through an accredited mediator if requested by either party. If no agreement is reached, the dispute shall be submitted to the competent court in Brussels.
7. Contractual documents
7.1 The Contract Documents are : The quotation and the special conditions stated therein; mandate signed by the customer
These general terms and conditions expressly exclude any contractual purchase conditions of the Customer.
7.2 Additions, amendments or deviations from these General Terms and Conditions may only take place in the form of a written addendum signed by both parties. If such an addendum is drawn up, it shall take precedence over these terms and conditions.
8. Contract renewal In the case of a successively executed contract with a fixed duration of more than three (3) months, PowerBee will communicate a renewal proposal in writing or by e-mail to the Customer at least one month before the scheduled end of the contract. If the Customer does not object, the contract is deemed to be tacitly renewed. 9. Bankruptcy and Reorganization 9.1) In case of bankruptcy of one of the Parties, this Agreement shall terminate by operation of law with immediate effect on the date of the judgment declaring bankruptcy, without prior notice to the other Party or judicial intervention being required.
9.2. Indien de Klant wordt toegelaten tot een gerechtelijke reorganisatie, zijn de facturen van PowerBee contant betaalbaar bij ontvangst, bij gebreke waarvan de overeenkomst wordt beëindigd, zonder dat een voorafgaande ingebrekestelling vereist is.
10. Force Majeure
10.1. In het kader van dit Contract wordt Overmacht gedefinieerd als uitzonderlijke omstandigheden, al dan niet voorzienbaar, waarvan de Partijen het optreden of de gevolgen redelijkerwijs niet hebben kunnen voorkomen en die van dien aard zijn dat zij de nakoming van alle of een deel van hun verplichtingen uit hoofde van het Contract tijdelijk of blijvend verhinderen of abnormaal bezwarend maken, rekening houdend met de zorgvuldigheid die redelijkerwijs van hen kan worden verlangd.
10.2 Force majeure shall include in particular: strikes, lockouts, work stoppages or any other collective labor conflict, war, civil disturbances, pandemics, destruction by fire or any other cause, partial or total shutdown of traffic, judicial or governmental decisions.
10.3 In the event of force majeure, the Parties may suspend performance of their obligations in whole or in part. An obligation to pay a sum of money can never be affected by a case of Force Majeure.
10.4 The Party affected by the force majeure event shall promptly notify the other Party and take all reasonable measures to remedy the event or mitigate its effects.
10.5 Either Party may terminate the Contract if the Force Majeure event lasts longer than one (1) month.
11 Confidentiality
The parties acknowledge the confidential nature of the subject matter of this agreement and further agree to comply with PowerBee’s privacy policy, as available at https://powerbee.energy/privacy-policy/
11.1 Without the consent of the other Party, no Contract Details may be disclosed to third parties (with the exception of Companies related to the Parties).
11.2 Provided they accept a duty of confidentiality: the Parties may disclose the subject matter and details of the Contract to their insurers, brokers, consultants, subcontractors and financial institutions.
11.3 Each Party shall remain liable for any breach of this confidentiality obligation, which shall remain in effect for three years after the end of the Contract.
11.4 Any information disclosed by one Party to the other during the performance of this Contract that is of a technical or commercial nature, relating to a Party’s business or customers, suppliers or partners, shall be considered confidential.
11.5 However, information shall not be considered confidential if: (i) it is freely available to the public on the Contract Signing Date; (ii) it was obtained through a third party without that third party having breached a duty of confidentiality.
11.6 The parties will strictly maintain the confidentiality of the information referred to above and ensure that this obligation is being complied with by the persons they employ or with whom they collaborate.
11.7 The data relating to the customer’s energy consumption/production curves collected by PowerBee as part of the construction of its algorithms will remain the property of PowerBee, even after the contract has expired.
12. Transfer of the Contract A Party may transfer the Contract to a third party only with the prior written consent of the other Party.
13 Communications between the Parties All communications or notices under this Contract shall be in writing and exclusively in person, by mail or by e-mail to the address specified by the Customer on the Quotation. Notice shall be deemed to have been received, in the case of dispatch by post, on the third business day after the date of dispatch and, in the case of email, on the date of dispatch.
14. Electronic Signature The Parties agree that this Contract and all amendments and notices may be signed by means of an electronic signature and that such signature shall have the same effect as an original signature.
15 Waivers and cancelled provisions (15.1 The waiver by a Party of the enforcement of a right arising under the Contract shall not be construed as a final waiver of that right. If a Party formally waives a right arising under the Contract, such waiver shall not be construed as a waiver of the other rights arising from the Contract. (15.2 If any provision of the Contract is declared void by a court or found to be invalid or illegal under applicable law, such provision shall be deemed invalid, but the remaining provisions of the Contract shall remain in force and continue to govern the relationship between the Parties. The Parties shall meet to negotiate in good faith to replace the invalid provision with a valid provision with an equivalent result.
16. Entire Agreement The Contract described in Article 7 constitutes the entire agreement between the Parties and cancels and supersedes all previous agreements, letters, arrangements and understandings, whether written or oral, that may have existed between the Parties, unless both Parties expressly agree in writing to include them in the contractual documents.
