Conditions générales de vente et de livraison (B2B)

Version 1.0, applicable from the date of publication on this website

GoTrust bv · Morelgem 24b, 9520 Vlierzele (Sint-Lievens-Houtem), Belgium · enterprise number 1037.576.138 · VAT BE1037.576.138 · RPR Gent, afdeling Oudenaarde (Register of Legal Entities) · info@arnodiqa.com · arnodiqa.com

In short

This summary is not binding: only the articles below apply.

• These terms apply to GoTrust's quotations, orders, deliveries and invoices, between businesses only.
• Your own purchasing terms do not apply. If you want to agree something different, we put it in the quotation.
• We deliver electronically, or on request offline on a data carrier.
• You pay within 30 days of the invoice date. If you pay late, we first send a free reminder.
• If you do not pay, we suspend deliveries and support, but we never disable your software.
• The warranty and liability rules are in the EULA and also apply to our services.
• Deliveries to Russia and Belarus are excluded.
• Personal data you send us for support is processed only on your instructions (Annex A).

1. Definitions and application

1.1 Capitalised terms have the meaning given in art. 1 of the End User Licence Agreement (EULA). In addition: (a) Services: Maintenance and any other services GoTrust provides under an Order, such as training, installation assistance or consultancy; (b) Agreement: all Contract Documents that apply to an Order.

1.2 These terms (GTS) apply to every Quotation, Order, order confirmation, delivery and invoice of GoTrust.

1.3 GoTrust sells only to businesses, for their professional activity. With the Order, the Customer confirms that it is acting as a business.

2. Order of precedence

2.1 In the event of a conflict between the Contract Documents, the following order of precedence applies: (1) GoTrust's Quotation or order confirmation; (2) the Maintenance Terms; (3) the EULA; (4) these GTS.

2.2 A higher-ranking document prevails only on the point on which there is a conflict. A deviation in a Quotation applies only to that Order.

2.3 For the processing of personal data on the Customer's behalf, Annex A prevails over documents (2) to (4).

2.4 The Documentation describes the functions of the Software. It creates no additional obligations, except for the warranty under art. 13 EULA.

3. The Customer's general terms

3.1 GoTrust enters into agreements only on the basis of the Contract Documents. In every Quotation and order confirmation, GoTrust expressly states that it does not wish to be bound by general terms of the Customer (art. 5.23, fourth paragraph, Belgian Civil Code). Annex B contains the standard sentence for this.

3.2 General terms or purchasing terms of the Customer therefore do not become part of the Agreement. This also applies if the Customer's purchase order refers to them, or if GoTrust registers on a supplier portal of the Customer.

3.3 GoTrust does follow the Customer's administrative instructions, such as a purchase order number on the invoice, an invoicing address or an invoicing portal. Those instructions do not change the Agreement.

3.4 If the Customer wants a particular term of its own to apply, the parties can include it in the Quotation. Such a provision is a negotiated term and prevails over these GTS.

4. Quotations and formation of the Agreement

4.1 A Quotation is valid for 30 days from its date, unless it states another period.

4.2 The Agreement is formed: (a) when the Customer's written acceptance of the Quotation, without changes, reaches GoTrust within the validity period; or (b) when GoTrust's order confirmation reaches the Customer.

4.3 An order from the Customer that deviates from the Quotation is a new offer (art. 5.20 Belgian Civil Code). It binds GoTrust only after an order confirmation.

4.4 GoTrust may refuse an order if the delivery would breach art. 13 (export and sanctions). It communicates the refusal within 5 Business Days of receiving the order.

5. Prices and taxes

5.1 Prices are in euro, excluding VAT and other taxes. VAT is charged in accordance with the law. For a Customer with a valid VAT number in another Member State of the European Union, VAT is as a rule reverse-charged.

5.2 The prices in an accepted Order are fixed. A change in list prices applies only to new Orders.

5.3 Invoiced amounts are net. If the Customer is required by law to withhold a tax at source, it increases the payment so that GoTrust receives the invoiced amount. Both parties cooperate to apply a reduced rate under a double taxation treaty.

5.4 Each party bears its own bank charges.

6. Delivery

6.1 GoTrust delivers the Software electronically: it sends the Licence File and access to the installation files to the e-mail address in the Order.

6.2 GoTrust delivers within 2 Business Days after the Agreement is formed. For a Node-locked Licence, that period runs from receipt of the machine fingerprint, if that comes later.

6.3 Offline delivery. At the Customer's request, GoTrust delivers the installation files, the Licence File and the Documentation on a data carrier, by registered post or courier, within 10 Business Days. The cost is EUR 75 per shipment, unless the Quotation provides otherwise. The risk of loss of or damage to the carrier passes on receipt.

6.4 With each Version, GoTrust provides checksums, a digital signature and a list of the software components (SBOM), so that the Customer can verify integrity itself.

6.5 If GoTrust exceeds a delivery period by more than 30 days, the Customer may, after a formal notice In Writing giving a period of 10 Business Days, terminate the undelivered part of the Order. GoTrust then refunds the amounts paid for that part.

7. Acceptance

7.1 Within 15 days of Delivery, the Customer checks whether what was delivered matches the Order: product, Version, Licence type, quantity, and whether the Software accepts the Licence File.

7.2 If the Customer finds a discrepancy, it reports it In Writing within that period. GoTrust then delivers the correct item free of charge within 2 Business Days.

7.3 If the Customer reports no discrepancy within that period, the delivery is deemed accepted for the points in art. 7.1. This does not affect the warranty for Defects (art. 13 EULA) or the Customer's rights for defects it could not detect during that check.

8. Invoicing, payment and consequences of non-payment

8.1 Invoicing. GoTrust invoices: (a) the licence fee, with the first Maintenance Period, on Delivery; (b) a renewal of Maintenance at the start of the new Maintenance Period; (c) other Services after performance, or as the Quotation provides.

8.2 Payment term. Invoices are payable within 30 calendar days of the invoice date. GoTrust sends each invoice on the invoice date itself.

Electronic invoices. If the Customer is established in Belgium and identified for VAT purposes there, GoTrust issues its invoices as structured electronic invoices through the Peppol network, as required by Belgian VAT law; the Customer ensures that it can be reached through Peppol. To other Customers, GoTrust sends the invoice by e-mail as a PDF, or through Peppol on request. A copy by e-mail is for information only; the copy sent through Peppol is the invoice.

8.3 Disputes. If the Customer disputes an invoice, it notifies sales@arnodiqa.com In Writing with reasons. It pays the undisputed part on time. GoTrust responds within 10 Business Days.

8.4 Interest and fixed compensation. If an invoice remains unpaid on the due date, GoTrust first sends a free reminder. If the invoice is still unpaid 15 days after that reminder, the following are due from the day after the due date: (a) the interest under art. 5 of the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, namely the reference interest rate plus eight percentage points, rounded up to the next half percentage point; (b) the fixed compensation of 40 euro under art. 6 of that Act; (c) reasonable compensation for other recovery costs exceeding that fixed amount, in accordance with art. 6, second paragraph, of that Act. This article does not apply if the Customer proves that it is not responsible for the delay.

8.5 Suspension. If an invoice is unpaid 15 days after the reminder, GoTrust may, after notice In Writing giving 15 days, suspend the delivery of new Licence Files, Updates and support to the Customer until payment (art. 5.239 Belgian Civil Code). Security Updates (art. 9.4 EULA) are not covered by the suspension. GoTrust never disables existing Installations. GoTrust always provides a Licence File replacing a lost or damaged file for a paid Licence.

8.6 Termination for non-payment of a licence fee. If a licence fee is still unpaid 30 days after a formal notice, GoTrust may terminate the Order concerned for breach without prior court intervention (art. 5.92 Belgian Civil Code). The formal notice and the termination are sent by registered letter or qualified electronic registered delivery. After termination, the Licences under that Order end and art. 17.5 EULA applies. Restitution takes place in accordance with art. 5.115 to 5.122 Belgian Civil Code.

9. Retention of title

9.1 Until the licence fee has been paid in full, the Licence is provisional, as art. 16.2 EULA provides. On payment in full, it becomes definitively perpetual.

9.2 A data carrier becomes the Customer's property on payment in full of the Order with which it was delivered.

10. Warranty and complaints

10.1 The warranty under art. 13 EULA applies to the Software.

10.2 GoTrust performs Services with the care of a professional service provider in the sector. Unless the Quotation expressly promises a result, GoTrust undertakes a best-efforts obligation (middelenverbintenis).

10.3 The Customer reports a complaint about a Service In Writing within 30 days of performance or, for a defect it could not reasonably have noticed at that time, within 30 days after discovering it. A later complaint does not cause its rights to lapse, but damage that arose or increased as a result of the delay itself is not compensated (as in art. 14.6 EULA). If the complaint is justified, GoTrust performs the Service again free of charge. If that is not possible, it refunds the fee for that part of the Service.

10.4 GoTrust replaces a defective data carrier free of charge.

10.5 GoTrust confirms receipt of a complaint within 2 Business Days and gives a substantive answer or an action plan within 10 Business Days.

11. Liability

11.1 Art. 14 EULA applies to the entire Agreement, including the Services and every other obligation of the parties.

11.2 The cap in art. 14.3 EULA applies per Order. A renewal of Maintenance is a separate Order.

12. Force majeure

12.1 Force majeure is an impossibility to perform an obligation that is not attributable to the party concerned, taking into account the unforeseeable and unavoidable nature of the impediment (art. 5.226 Belgian Civil Code). Examples are natural disasters, war, epidemics, a general power or network outage, and a government measure, such as a new sanction.

12.2 A failure by a subcontractor or supplier of GoTrust is force majeure only if that failure is force majeure for the subcontractor or supplier itself.

12.3 The party affected by force majeure informs the other party In Writing without undue delay. Performance is suspended for as long as the force majeure lasts.

12.4 If the force majeure lasts longer than 60 days, either party may end the affected part of the Agreement In Writing, without compensation. GoTrust then refunds prepaid amounts for performance it has not delivered.

12.5 Force majeure does not release a party from paying amounts that were due before the force majeure began.

13. Export and sanctions

13.1 Art. 19 EULA applies to the entire Agreement.

13.2 At GoTrust's request, the Customer provides a statement on the end user and the end use, if GoTrust needs it for a licence application or to comply with its legal obligations.

13.3 No re-export to Russia or Belarus. If the Customer is established outside the European Union, it undertakes not to re-export the Software, Updates and Licence Files to Russia or Belarus, nor for use in Russia or Belarus. A breach of this undertaking is a serious breach. GoTrust may then terminate the Agreement without a remedy period under art. 17.2(c) EULA. The Customer compensates the damage GoTrust suffers from that breach. Art. 14.2 and 14.3 EULA do not apply to this (art. 14.4(c) EULA).

13.4 GoTrust informs the competent authority of a breach of art. 13.3 where the law requires it.

13.5 If an export licence is required for a delivery, the delay caused by the licensing procedure is not a breach by GoTrust. If the licence is refused or has not been granted 6 months after the application, either party may end the part of the Order concerned In Writing. GoTrust then refunds the amounts paid for that part. Neither party then owes compensation.

14. Confidentiality

14.1 Each party keeps the other party's confidential information secret and uses it only for the Agreement. Confidential information is information marked as confidential or which by its nature should reasonably be regarded as confidential. Customer Data is always confidential.

14.2 A party may disclose confidential information to its employees, directors, Contractors, subcontractors and advisers who need it for the Agreement and are bound by confidentiality. The party remains responsible for them.

14.3 This article does not apply to information that (a) is public through no fault of the receiving party, (b) the receiving party already lawfully had, (c) it lawfully receives from a third party without a confidentiality obligation, or (d) it has developed independently. A party may disclose information if the law, a court or an authority requires it; it informs the other party in advance, to the extent the law allows.

14.4 Confidentiality lasts until 5 years after the end of the Agreement. For trade secrets and Customer Data, it lasts as long as they remain confidential.

14.5 GoTrust does not name the Customer as a reference without its prior consent In Writing.

15. Personal data

15.1 GoTrust is the controller for the business contact details of the Customer and its staff. GoTrust's privacy statement describes that processing.

15.2 If Customer Data that the Customer provides to GoTrust contains personal data, for example in a support bundle, a log file or a support request, GoTrust processes it as a processor on behalf of the Customer, in accordance with Annex A.

15.3 The Software itself sends no personal data to GoTrust (art. 10 EULA).

16. Term and termination

16.1 The Agreement applies for the duration of the performance it governs. The term and end of a Licence follow from art. 17 EULA, those of Maintenance from the Maintenance Terms.

16.2 If a party fails to perform an essential obligation and does not remedy that failure within 30 days of a formal notice In Writing, the other party may terminate the part of the Agreement concerned for breach under art. 5.92 Belgian Civil Code. For a Licence, the specific rules of art. 17 EULA apply.

16.3 The end of the Agreement does not affect the provisions which by their nature continue to apply, such as art. 13, 14 and 15 and Annex A.

17. Notices and language

17.1 Art. 22 EULA applies to the entire Agreement.

17.2 These GTS exist in Dutch and in English. If their meaning differs, the Dutch version prevails.

18. Governing law and disputes

Art. 23 EULA applies to the entire Agreement: Belgian law excluding the Vienna Sales Convention, consultation first, and exclusive jurisdiction of the Enterprise Court of Ghent, Oudenaarde division.

19. Final provisions

19.1 The Customer may not transfer the Agreement to a third party without GoTrust's consent In Writing. GoTrust refuses only for an objective reason, such as art. 13. The transfer of a Licence is governed by art. 18 EULA.

19.2 GoTrust may use subcontractors. It remains responsible for their performance.

19.3 Art. 24 EULA (entire agreement, severability, no waiver, evidence) also applies to these GTS.

19.4 GoTrust may change these GTS for future Quotations and Orders. A change never applies to an Order already accepted.

Annex A: Data processing agreement (art. 28 GDPR)

A.1 Parties and roles. The Customer is the controller and GoTrust is the processor for the personal data in Customer Data that the Customer provides to GoTrust (art. 15.2 GTS). GDPR means Regulation (EU) 2016/679.

A.2 Subject matter, nature and purpose. GoTrust processes that personal data only to handle a support request, a warranty claim or another Service requested by the Customer. To that end it reads, analyses and stores the data.

A.3 Types of data and data subjects. The data is whatever the Customer itself includes in Customer Data, such as names or user names in log files or paths, host names, device serial numbers and data in project files. The data subjects are mainly employees and Contractors of the Customer. The Customer does not provide special categories of personal data (art. 9 GDPR), unless the parties agree otherwise In Writing in advance.

A.4 Duration. This annex applies for as long as GoTrust processes such personal data.

A.5 Instructions. GoTrust processes the personal data only on the Customer's documented instructions. The Contract Documents and the support request itself constitute those instructions. If GoTrust is required by Union or Member State law to process the data without an instruction, it informs the Customer before processing, unless that law prohibits this (art. 28(3)(a) GDPR). If GoTrust considers that an instruction infringes the GDPR or other Union or Member State data protection provisions, it informs the Customer immediately. Transfers outside the European Economic Area take place only in accordance with art. A.9.

A.6 Confidentiality and no AI training. Only GoTrust staff who need the data for the assignment have access; they are bound by confidentiality. GoTrust never uses the data to train, fine-tune or evaluate AI models (art. 10.6 EULA).

A.7 Security. GoTrust takes appropriate technical and organisational measures (art. 32 GDPR), at least: encrypted storage of support bundles, need-to-know access control with strong authentication, storage in the European Economic Area, and deletion in accordance with art. A.8.

A.8 Retention and deletion. GoTrust deletes support bundles and other Customer Data containing personal data no later than 90 days after the support request is closed, or earlier at the Customer's request, unless the law requires retention. Copies in backups are deleted in the normal backup cycle of at most 35 days.

A.9 Sub-processors. The Customer gives general authorisation for the sub-processors listed in art. 5.1(a) of GoTrust's privacy statement. GoTrust notifies a new sub-processor In Writing at least 30 days in advance. The Customer may object with reasons within that period. If the parties do not resolve the objection, the Customer may end the Maintenance concerned with a refund of the unused part. GoTrust imposes the same obligations as in this annex on every sub-processor and remains responsible for it. Transfers outside the European Economic Area take place only on the basis of an adequacy decision (art. 45 GDPR) or appropriate safeguards (art. 46 GDPR).

A.10 Assistance. GoTrust assists the Customer, to the extent reasonable, in responding to requests from data subjects (art. 12 to 22 GDPR) and with its obligations under art. 32 to 36 GDPR. If GoTrust itself receives such a request, it forwards it to the Customer.

A.11 Data breaches. GoTrust notifies a breach involving the Customer's personal data without undue delay and at the latest within 48 hours of detecting it, with the information it has at that time (art. 33(2) GDPR).

A.12 Information and audit. GoTrust makes available the information needed to demonstrate compliance with this annex. After 30 days' notice, the Customer may have an audit carried out by an independent expert bound by confidentiality, at most once every 12 months, unless a data breach or a supervisory authority requires an additional audit. Each party bears its own costs.

A.13 End. At the end of the processing, GoTrust deletes the personal data in accordance with art. A.8, or returns it at the Customer's request, unless the law requires retention.

A.14 Liability. Art. 14 EULA applies to this annex, without prejudice to art. 82 GDPR towards data subjects.

Annex B: Standard sentence for Quotations and order confirmations

This sentence must appear in the text of every Quotation and order confirmation itself, not only in the GTS. Only then does it have the effect of art. 5.23, fourth paragraph, Belgian Civil Code.

NL: "GoTrust bv contracteert uitsluitend op basis van deze offerte (of orderbevestiging), haar Algemene Verkoopvoorwaarden, de EULA en, waar van toepassing, de Onderhoudsvoorwaarden, die bij deze offerte zijn gevoegd en te raadplegen zijn op arnodiqa.com. GoTrust bv wil uitdrukkelijk niet gebonden zijn door een overeenkomst waarop algemene voorwaarden of inkoopvoorwaarden van de klant van toepassing zouden zijn." EN: "GoTrust bv contracts exclusively on the basis of this quotation (or order confirmation), its General Terms of Sale, the EULA and, where applicable, the Maintenance Terms, which are attached to this quotation and available at arnodiqa.com. GoTrust bv expressly does not wish to be bound by any contract to which general terms or purchasing terms of the customer would apply."