Terms and Conditions of Sales
Version 2025-026
1. Introduction
ONIRYX SRL, with its registered office at 5030 Gembloux, Chaussée de Charleroi 63, registered with the Central Business Register under number 0895.561.309 (hereinafter “ONIRYX” or the “Company”), is active in IT consulting, the development of customised software solutions, the integration of digital tools, the provision of services on a time and materials basis and the creation of digital products or services, including interfaces using artificial intelligence technologies and change management support (hereinafter the “Services”).
These general terms and conditions of sale (hereinafter the “GTC” or “General Terms and Conditions”) govern all contractual relations between ONIRYX and the customer (hereinafter the “Customer”). They apply to all offers, services or deliveries made by ONIRYX, unless expressly waived in writing by a person authorised to represent ONIRYX. All orders imply the Customer’s full and unreserved acceptance of these GTC.
The GTC take precedence over any other general or specific terms and conditions issued by the Customer, unless ONIRYX has given its prior written consent. In the event of any contradiction between contractual documents, the order of priority is as follows: (1) specific terms and conditions, (2) accepted offer, (3) GTC.
The information appearing on the Company’s website and in any advertising material, price list or newsletter is purely indicative and does not constitute a binding offer on the part of ONIRYX. Certain products appearing on the website and in any brochure or advertising statement of any kind may differ slightly from the actual products in terms of performance or characteristics.
If a person contacts and enters into a contract with ONIRYX on behalf of another person, both are considered to be the Customer . In this case, the first person to make contact is responsible for ensuring that the other person accepts these GTC. The first person must therefore, among other things, ensure that the other person accepts these GTC. Failing this, the first person remains responsible for the performance of the contract and compliance with the GTC.
2. Description of services and benefits
ONIRYX provides a variety of services, which may include, in particular:
- Analysis and consultancy in digital transformation;
- The placement of consultants dedicated to specific projects;
- Development of customised applications (web, mobile, desktop);
- Evolutionary or corrective maintenance of existing software;
- Integration of third-party systems (api, erp, crm, etc.);
- Support, design and deployment of data and artificial intelligence (ai) solutions;
- Change management.
The scope of services is specified in the offers, specifications or technical appendices. Any services outside this scope will be subject to an additional offer.
3. Quotation, order and conclusion of the contract
ONIRYX quotations are non-binding, unless otherwise stated. Unless otherwise specified in the quotation, all proposals are valid for 30 calendar days from the date of issue.
The order is formed and binding on the Customer when the Customer expressly agrees to it or by commencing performance.
ONIRYX reserves the right to make the execution of any order subject to the prior signature of a framework contract, purchase order or letter of engagement.
Any subsequent changes to the order will only be taken into account after written confirmation from ONIRYX and may result in a revision of prices and deadlines.
Any other information (such as delivery dates) contained in the offer is for information purposes only .
4. Contract term
The contract is concluded for the duration specified therein. In the absence of a stipulation of duration, the following rules apply:
(i) if the subject matter of the contract includes successive services, the contract is concluded for a period of two (2) years from the date of conclusion of the contract.
(ii) if the subject matter of the contract is the execution of a specific deliverable (“Project”), the contract is concluded for the duration of the Project.
The contract shall terminate automatically upon full performance of all reciprocal obligations of the parties and those directly or indirectly related to the execution of the Project.
The contract between the parties is concluded in accordance with Article 3 and may not be terminated unilaterally, except in the cases provided for in this article.
However, either party may decide to terminate the contract at any time, with immediate effect, without notice or compensation, in the event of bankruptcy (or filing for bankruptcy), liquidation or dissolution of the other party. Such termination shall not have retroactive effect.
Either party may terminate the contract or suspend its obligations at any time if the other party fails to fulfil any of its obligations under the contract and does not remedy such failure within twenty (20) calendar days of receiving a formal notice by registered letter from the non-defaulting party. Such termination shall not have retroactive effect.
ONIRYX has the right to terminate the contract at any time and without compensation by giving the Client one month’s written notice.
In the event of termination or cancellation of the contract, the Client shall remain liable for payment of the full remuneration and costs relating to the services already performed by ONIRYX up to the effective date of termination/cancellation.
Services in progress on that date shall be invoiced on a pro rata basis for the work actually performed.
Termination/cancellation shall not give rise to any reimbursement of amounts already paid, unless expressly stipulated otherwise.
All contractual obligations that by their nature are intended to survive termination (in particular obligations of confidentiality, payment, liability and dispute resolution) shall continue to have effect after termination/cancellation.
5. Obligations of the parties
ONIRYX undertakes to deploy the human, technical and organisational resources necessary for the proper performance of the services in accordance with best practice and current quality standards.
The Client undertakes to collaborate actively with ONIRYX, to provide accurate information, to validate documents or deliverables within the agreed deadlines, and to designate a technical and/or functional contact person.
Any failure to cooperate may result in the suspension or postponement of services, without prejudice to ONIRYX’s right to invoice the costs incurred.
The Client is responsible for its operations and for the use it makes of the Services, or that its own clients, staff, employees or other persons with whom it has a contractual relationship make of the Services. The Customer must ensure that this use of the Services is in accordance with the contract entered into with ONIRYX. The Customer is responsible for ensuring that the purpose, scope and characteristics of the Services meet the requirements and needs expressed in the Customer’s specifications or requirements.
6. Deadlines and schedule
The deadlines indicated in the are provided for information purposes only. They may be adjusted depending on the final volum , the progress of the project, the expected validations or the Client’s availability.
ONIRYX declines all responsibility in the event of deadlines not contractually guaranteed being exceeded, except in cases of proven gross negligence or wilful misconduct. In the event of a binding deadline accepted in writing, the maximum compensation for delay is capped at 1% of the pre-tax amount of the phase concerned, subject to the sending of a formal notice by registered letter with acknowledgement of receipt and granting ONIRYX.
7. Delivery – Acceptance – Reservation
Deliverables are sent in the formats and according to the terms defined in the contract or specifications. Acceptance takes place at the end of a technical or functional testing phase.
In the absence of comments within 10 working days of delivery, the deliverables shall be deemed to have been accepted. However, such comments shall in no way suspend the obligation to pay on the agreed date. Any reservations must be made in writing in a precise and reasoned manner.
8. Financial clauses
Prices are expressed in euros, excluding VAT. They may be fixed at a flat rate, per unit, or on the basis of a daily or hourly rate.
Unless otherwise stated, recurring services (maintenance, hosting, support) are invoiced at the beginning of the period. Unless otherwise stated, flat-rate services are invoiced in several instalments (e.g. 40/30/30).
All invoices are payable within 30 days of the invoice date, unless otherwise stated on the invoice. Any invoice unpaid on its due date shall incur late payment interest from the due date until full payment and the payment of a fixed compensation. This compensation and interest are immediately applicable and are due without prior notice, except where the Customer is a consumer within the meaning of the Economic Law Code.
If the Customer is not a consumer within the meaning of the Economic Law Code, the expiry of the aforementioned period automatically places the debtor in default without the need for a registered letter or formal notice. After the expiry of the payment period, interest equal to that provided for by the Law of 2 August 2002 on combating late payment in commercial transactions shall be due from the day after the due date. In addition, any discounts granted shall then become null and void automatically and without the need for a registered letter or notification.
Notwithstanding the late payment interest, in the event of non-payment of the invoice amount after the expiry of the payment period, the balance due shall be automatically and legally increased by 10% of the principal amount as contractual and fixed damages, with a minimum of 50 euros, without prejudice to legal costs, including solicitors’ fees.
Failure to pay a single invoice by its due date shall automatically render the balance due on all other invoices immediately payable, even those that are not yet due.
ONIRYX may call upon third parties to recover outstanding balances from a Customer. In this case, within the limits permitted by law, the Customer shall also pay all collection costs and other similar costs related to the recovery of the debt.
9. Liability and limitations
ONIRYX is bound by an obligation of means, unless otherwise agreed in writing. It has business liability insurance.
ONIRYX shall only be liable for proven direct damages resulting from gross negligence or wilful misconduct in the performance of the contract.
The Client irrevocably waives the right to hold the Company liable for other damages, in particular indirect damages, such as loss of earnings or commercial loss.
Except in cases of fraud or wilful misconduct, ONIRYX’s overall liability is limited to the amount excluding VAT paid by the Client for the service that gave rise to the damage, with an absolute ceiling corresponding to 10% of the amount invoiced and paid, itself capped at a maximum amount of EUR 50,000.
The Customer is solely responsible for the use it makes of the deliverables, including any decision based on results generated by AI or automated systems. The Customer is responsible for backing up its data, unless a back-up service is contractually provided for. In the absence of such a service, ONIRYX cannot be held liable for any loss of data.
The Customer may not use the Services or allow the Services to be used for illegal or unlawful purposes.
The Customer is responsible for identifying and authenticating all users of the Services, approving access by these users to the Services, controlling unauthorised access and maintaining the confidentiality of usernames, passwords and account information.
ONIRYX is not liable for any damage caused by the Customer and its users, including persons who have not been authorised to access the Services. The Customer is solely responsible for the use made of the Services by its users or any persons using its user accounts.
The fact that ONIRYX intervenes to correct a malfunction does not constitute an acknowledgement of liability.
10. Content of Services related to artificial intelligence
The AI services provided by ONIRYX are intended to assist the Customer in the analysis, management or automation of certain processes or tasks.
ONIRYX does not guarantee that the suggestions or decisions produced by AI will be correct, ethical or appropriate in all contexts. The Customer remains solely responsible for the final decisions taken on the basis of the results produced by AI and expressly acknowledges that the latter may suffer from hallucinations.
It is the Customer’s responsibility to verify, supervise and control the use of any tool using artificial intelligence, to comply with the applicable legislation on AI use, transparency and automated processing.
Your content. You may provide data to the Services (“Input Data”) and receive output data from the Services based on the Input Data (“Output Data”). Input Data and Output Data are collectively referred to as “Content”. You are responsible for the Content, including ensuring that it does not violate any applicable laws or these terms and conditions or, in general, your rights and obligations towards third parties and/or ONIRYX. You represent and warrant that you have all the rights, licences and authorisations necessary to provide Input Data to our Services.
Ownership of Content. In connection with your relationship with ONIRYX, and to the extent permitted by applicable law, you (a) retain your ownership rights in the Input Data and (b) own the Output Data. We hereby assign to you all of our rights, title and interest, if any, in the Output Data.
Similarity of Content. Due to the nature of our Services and artificial intelligence in general, the Output Data may not be unique, and other users may receive output data similar to it from our Services. The above assignment does not extend to the Output Data of other users or to the Output Data of third parties.
Our Use of Content. We may use your Content worldwide to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and ensure the security of our Services.
Opting Out. If you do not want us to use your Content to train our models, you can opt out by emailing us at rgpd@oniryx.be. Please note that in some cases, this may limit the ability of our Services to better serve your specific use case.
Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, secure, and beneficial. Given the probabilistic nature of machine learning, the use of our Services may, in some situations, result in Output Data that does not accurately reflect real people, places, or facts.
When you use our Services, you understand and agree that:
Output Data is not always accurate. You should not rely on Output Data from our Services as your sole source of truth or factual information, or as a substitute for professional advice.
You must evaluate the accuracy and relevance of Output Data for your use, including by conducting a human review where appropriate, before using or sharing Output Data from the Services.
Our Services may provide incomplete, incorrect, or potentially offensive Output Data that does not represent the opinions of ONIRYX. If the Output Data refers to third-party products or services, this does not mean that the third party endorses or is affiliated with ONIRYX.
11. Personal Data – GDPR
Legal framework and status of the parties
ONIRYX acts, within the framework of its services, as a processor within the meaning of Article 4.8 of the General Data Protection Regulation (EU 2016/679 – “GDPR”). The Customer acts as the data controller, determining alone the purposes and means of personal data processing.
Purpose of processing
The data processing carried out by ONIRYX concerns only the data necessary for the performance of the contract concluded with the Customer. This data may concern the Customer’s end users, customers, employees or partners. ONIRYX undertakes to process personal data only on the documented instructions of the Customer, unless a legal obligation requires it to process the data in a specific manner.
Types of data and categories of data subjects
The types of data and data subjects are determined by the Customer. For information purposes, this may include identification data (surname, first name, email address), connection data, professional or functional data relating to users, employees or customers of the Customer.
Security measures
ONIRYX undertakes to implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, in accordance with Article 32 of the GDPR. These measures include, in particular, access control, logging, regular backups, network protection, encryption where necessary, and internal confidentiality and awareness policies.
Second-tier subcontractors
ONIRYX is authorised to use second-tier subcontractors, provided that: (i) it ensures that these subcontractors offer sufficient guarantees, and (ii) it enters into a contract with them in accordance with Article 28 of the GDPR. A list of subcontractors can be provided on request.
Location of processing and data transfers
Personal data is, by default, processed and hosted within the European Economic Area (EEA). In the event of transfer outside the EEA, ONIRYX undertakes to comply with the obligations of the GDPR, in particular by using appropriate legal mechanisms (standard contractual clauses, adequacy decisions, etc.).
Notification of data breaches
ONIRYX shall notify the Customer of any personal data breach as soon as possible after becoming aware of it. This notification shall include the information necessary to enable the Customer to assess the impact, notify the Data Protection Authority and/or the data subjects if required by law.
Cooperation and assistance
ONIRYX undertakes to assist the Client in exercising the rights of data subjects (access, rectification, erasure, objection, etc.), carrying out privacy impact assessments (PIAs) and cooperating with supervisory authorities. This assistance is provided within reasonable limits and may be subject to financial conditions if it exceeds the normal scope of the main contract.
Duration of processing and fate of data at the end of the contract
ONIRYX will retain personal data only for the period necessary for the performance of the contract. At the end of the contract, and in accordance with the Client’s instructions, the data will either be returned or securely deleted, unless there is a legal obligation to retain it.
Contact details
The personal data of the Customer’s contact persons (surname, first name, position, professional email address, etc.) are processed by ONIRYX for the purposes of managing the contractual relationship, on the basis of its legitimate interest. This data is retained for 5 years after the end of the contract. Any person may exercise their rights with ONIRYX or lodge a complaint with the Data Protection Authority (www.autoriteprotectiondonnees.be).
12. Intellectual property
Definitions
- Executable Code: a programme that can be executed without access to the source code.
- Content: all technical or intellectual creations (software, documents, interfaces, reports, etc.).
- Third-Party Content: any content used or integrated by ONIRYX originating from external suppliers.
- Specific Content: content developed exclusively for the Client withi s of the contract.
- Non-specific content: standard or reusable elements belonging to ONIRYX.
- IPR (intellectual property rights): includes copyrights, patents, trademarks, designs, models, know-how, etc.
- Use: the right to execute, load, display, transmit or copy for legitimate purposes.
Client Rights
The Client retains full intellectual property rights over its own content (existing or developed in parallel with the contract). It grants ONIRYX a free, non-exclusive, non-transferable licence to use the content necessary for the performance of the services.
The Client guarantees that it has the necessary rights to all elements transmitted to ONIRYX and undertakes to indemnify ONIRYX against any claim or dispute arising from a third party in connection with the use of these elements.
ONIRYX’s rights
ONIRYX retains all rights to (i) its tools, libraries and existing developments, (ii) Non-Specific Content, and (iii) Specific Content created within the framework of the contract. A limited, non-exclusive and non-transferable licence to use the Executable Code is granted to the Client for the duration of the contract.
Third-party content
ONIRYX shall inform the Client of any use of third-party content and the associated conditions. Unless otherwise stated, the cost (of licences) for these items is not included in the price. The Client is responsible for acquiring and complying with the conditions of these licences or any other rights associated with this third-party content.
Reuse of know-how
ONIRYX remains free to use the know-how, technical skills and general methods developed within the framework of the project for other assignments, without transferring any specific content to the Client.
Transfer of intellectual property
Where the contract provides for the transfer of intellectual property rights for certain deliverables, this transfer is subject to full payment of the sums due. The transfer does not affect ONIRYX’s rights to non-specific elements or its right to use its know-how.
13. Confidentiality
Principle
Each party undertakes to keep confidential all technical, commercial or strategic information designated as such or which, by its nature, should reasonably be considered confidential.
Obligations
The parties shall use confidential information solely for the performance of the contract. They undertake to implement the necessary measures for its protection, including access control, internal distribution restrictions and secure storage.
Authorised sharing
Disclosure to third parties (employees, subcontractors, consultants) is permitted only if they are subject to similar confidentiality obligations.
Limitations
Confidentiality obligations do not apply to information that has entered the public domain, been obtained legally from third parties, or been developed independently.
Publicity
ONIRYX may mention the Customer’s identity as a reference, unless the Customer expressly objects.
14. Non-solicitation
Unless prior agreement has been obtained from ONIRYX, the Client may not, either directly or indirectly via an intermediary entity, solicit or poach any person employed or engaged by the Supplier (including its subcontractors and independent contractors) who has been involved at any time in the provision of the Services. This prohibition shall remain in force for the duration of the Contract and for a period of 12 months from the date on which the Contract ends.
A lump sum compensation amounting to twelve (12) months’ gross full-time salary of the employee concerned shall be payable by the Client in breach of this clause. For the calculation of this compensation, the last salary paid to this employee before the end of their employment contract shall be taken as a reference.
In the event of the poaching of a consultant or any other employee, the lump sum compensation shall be equal to twelve (12) months of services invoiced on the basis of the hourly or daily rate of the consultant or employee working full-time.
15. Force majeure and change of circumstances
Neither party shall be held liable for any delay or failure to fulfil its contractual obligations if this is the result of force majeure.
Payment obligations may not be suspended due to force majeure.
The affected party must inform the other party, within a reasonable period of time, of the occurrence of the force majeure event, its estimated duration and its impact. It must also notify the other party as soon as the event has ended in order to resume performance of the contract.
Force majeure refers to an external, unforeseeable and unavoidable event that makes it impossible or extremely difficult to perform the contract. This may include, in particular:
- Natural disasters (floods, fires, epidemics, earthquakes, etc.),
- Armed conflicts, acts of terrorism, civil unrest,
- Decisions or measures taken by public authorities (states of emergency, new laws, etc.),
- Strikes, lockouts or widespread social unrest,
- Hacking,
- Major technical failures (network outages, serious power failures, viruses, destruction of essential equipment through no fault of the party concerned).
If, after the contract has been signed, unforeseen circumstances make it significantly more difficult or costly for ONIRYX to perform the contract, and these circumstances are not attributable to ONIRYX, ONIRYX may request a renegotiation of the relevant clauses.
During the discussions, the parties shall continue to perform the contract. If no agreement is reached within one month, ONIRYX may, subject to 30 days’ notice, terminate the affected parts of the contract without any compensation.
16. Modification and invalidity
ONIRYX reserves the right to modify the GTC. Any modification will be published on its website and, in the case of a significant modification, notified to the Customer, who will be bound by the modifications that they have not refused within twenty (20) calendar days of notification thereof.
The invalidity or unenforceability of any clause in the GTC shall not affect the validity or enforceability of the other clauses or of the contract. If any provision of the GTC is void, unenforceable or contrary to applicable law, that provision shall be automatically limited or modified to make it valid or enforceable to the fullest extent permitted by applicable law, and all other provisions of the GTC shall remain in full force and effect.
17. Assignment – Subcontracting
ONIRYX may subcontract all or part of its obligations under its contract with the Customer to a third party and assign all or part of this contract without the Customer’s consent. In this case, the specifications given in the offer to the Customer shall remain applicable.
The Customer may not assign the Service(s) without the prior written consent of the Company, nor enter into a pledge agreement or any other pledge or guarantee on the Service(s) before payment of the full price, including any interest or compensation owed by the Customer. The Service(s) is/are and remains/remain the exclusive property of the Company until such payment is made.
18. Questions or complaints
If you have any questions or complaints regarding the Service(s), the GTC or their implementation, please contact your contact person at ONIRYX. You can also find further information on the website www.oniryx.be.
19. Applicable law and jurisdiction
The GTC and any contract concluded with ONIRYX are governed exclusively by Belgian law, to the exclusion of its rules of private international law and any international convention that would result in the application of another law.
In the event of a dispute concerning the validity, performance or interpretation of the contractual relationship between the Customer and ONIRYX, they shall attempt to settle the dispute amicably before taking any legal action.
In the absence of an amicable solution, only the Commercial Court of Liège, Namur division, shall have jurisdiction to hear disputes and claims between ONIRYX and the Customer.