Pluriell van Milient

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Commercial Conditions

General Conditions

 

 

Commercial Conditions (v2025.001)

 
ARTICLE 1

The validity period of offers issued by PLURIELL SRL is one month. All amounts specified in these offers are exclusive of value-added tax (VAT excluded).

The conclusion of the contract between PLURIELL SRL and the client will only be confirmed once the client has expressly accepted the offer, and has read and approved the commercial and general terms set out below 

 

ARTICLE 2

The annual fee covers three main elements:

  1. The granting of a license to use the software on a “rental” basis for the number of users stipulated in the contract,
  2. Hosting of the solution in a “Cloud” environment, and
  3. Maintenance within this “Cloud” environment.

PLURIELL SRL reserves the right to schedule maintenance windows for the infrastructure (hardware and software) supporting the Pluriell application.

In the event of a planned service interruption, the client will be notified by email one week in advance. If no maintenance is required, no notification will be sent.

 

ARTICLE 3

Projects and developments performed at a fixed price within the framework of the implementation of the Pluriell application are subject to full invoicing at the time of order, i.e., 100%.


ARTICLE 4

Rental fees will be invoiced annually and in advance.
During the first year, the annual fee will be invoiced upon provision of access to the Pluriell application for the client.

From the anniversary date of the contract (date of signature), the client will have the effective right to use the access for all users. In the absence of objections within 15 days, the software will be deemed irrevocably and definitively accepted by the client.

If anomalies are detected during this 15-day period, the client must notify PLURIELL SRL in writing, precisely and progressively as they are discovered.

From the second year onwards, the annual fee will be invoiced on the anniversary date of the contract.

Setup service fees will be invoiced as a flat fee upon signing of the contract.
Any additional services will be performed and invoiced either at a flat rate or on a time-and-material basis, according to the rates in effect at the time of service.

Travel expenses will be calculated at €0.80 per kilometer, with a minimum amount of €50.00 (round trip) from the contract signing location. These expenses also include travel time.

Invoices issued by PLURIELL SRL must be paid within ten days, without discount.
Any invoice not contested in writing within fifteen days from the date of issue will be considered as definitively and irrevocably accepted by the client.


ARTICLE 5

The contract is established for an annual period, with a minimum term of one year. At the end of this initial period, renewal is tacitly annual.

During the initial period, the client may terminate the contract under the following conditions:

  1. Notification to PLURIELL SRL by registered letter or email with acknowledgment of receipt. A notice period of two months begins on the first day of the month following receipt of the registered letter or email.
  2. During this two-month notice period, the client will continue to benefit from the services provided in the month preceding the notification.
  3. At the end of the two-month notice period, compensation equivalent to the total fees due until the end of the initial period will be payable. The base fee will be that of the month preceding the notification.

After the initial period, the client may terminate the contract under the following conditions:

  1. Notification to PLURIELL SRL by registered letter or email with acknowledgment of receipt.

The registered letter or email must be received no later than two months before the start of the next period.

 

 

General Conditions (v2025.001)

 
ARTICLE 1

These general terms and conditions prevail exclusively over any other general terms and conditions. By placing an order with PLURIELL SRL, the client irrevocably accepts the application of these conditions, excluding all others. Any derogation from these conditions can only occur through special provisions specified in a written document included in the contract.

If PLURIELL SRL accepts the client’s purchase conditions in writing, these shall prevail over PLURIELL SRL’s commercial and general conditions. However, PLURIELL SRL’s commercial and general conditions remain in force for points not explicitly covered by the client’s purchase conditions.


ARTICLE 2

The clauses of the contract concluded between PLURIELL SRL and the client prevail over all other terms, conditions, prior agreements, correspondence, and stipulations. No modification, deletion, or addition may be made to these provisions, in whole or in part, without the prior written consent of PLURIELL SRL and the client.

Later versions of these provisions will be deemed irrevocably accepted by the client unless they express their refusal within one month of the date they were updated and communicated by PLURIELL SRL.


ARTICLE 3

In case of cancellation of its order by the client, whether before or during execution, PLURIELL SRL reserves the right to demand either the forced execution of the contract or the payment of damages. These damages include, without limitation:

  1. Costs of supplies already ordered by PLURIELL SRL for delivery to the client,
  2. Other expenses incurred by PLURIELL SRL and fees due for services rendered up to the cancellation or termination date.

The contract will be automatically terminated in the event of bankruptcy of either party. Moreover, in the event of judicial reorganization proceedings, the contract will be terminated if the client does not remedy their breach within fifteen days after formal notice from PLURIELL SRL.


ARTICLE 4

Any invoice unpaid by its due date will automatically bear, without the need for formal notice, interest at the legal rate increased by 6%.

In the event of non-payment on the due date, PLURIELL SRL reserves the right, without prior formal notice, to suspend the execution of all deliveries and services until full payment is made, without affecting the client’s obligation to meet its commitments.

If payment is not made within fifteen days following formal notice, PLURIELL SRL reserves the right to terminate the contract at the client’s fault and to claim compensation in accordance with Article 4.

Additional costs, such as travel, parking, and accommodation expenses for PLURIELL SRL staff, are never included in the flat-rate prices, except for travel expenses included in the installation package. These additional costs will therefore be invoiced separately to the client.


ARTICLE 5

Delivery deadlines or service performance dates stipulated in the contract are indicative only. Any delay cannot give rise to compensation nor justify cancellation or termination of the contract.

If a binding deadline is specified in the contract, the client may only request termination or cancellation after formally notifying PLURIELL SRL and granting a reasonable additional period adapted to the circumstances.

A deadline will only be considered binding if expressly specified in the contract’s special terms in such terms.


ARTICLE 6

PLURIELL SRL declines any liability for damages resulting from a failure or delay in contractual obligations, unless directly attributable to PLURIELL SRL. Causes may include fait du Prince, force majeure, war, riot, strike, or default by suppliers when a strict deadline was agreed.

Any damages payable by PLURIELL SRL will be limited to direct damages, excluding indirect damages such as loss of profit, increased overheads, schedule disruption, lost clientele, or expected savings.

In any case, damages will not exceed 50% of the contract price, excluding hardware and standard software not developed by PLURIELL SRL.


ARTICLE 7

Both PLURIELL SRL and the client commit to confidentiality regarding all information exchanged during negotiations and execution of the contract. This includes details of production methods, organization, and working processes.

Disclosure is prohibited without written consent, except to employees directly involved in execution. Both parties guarantee that employees are informed and respect confidentiality obligations.


ARTICLE 8

The client may not assign, in whole or in part, rights and obligations under the contract without PLURIELL SRL’s prior written consent. Any assignment without such consent is invalid.

PLURIELL SRL may assign rights and obligations by notifying the client, who may then terminate the contract with contractual notice.


ARTICLE 9

The client formally undertakes not to recruit or subcontract, directly or indirectly, any PLURIELL SRL staff member (or subcontractor, past or present) for three years after termination of the contract, or one year after the end of the staff/subcontractor’s relationship with PLURIELL SRL.

Breach of this clause will result in compensation equal to twelve times the monthly cost of the recruited staff member or subcontractor, capped at twelve months, without prejudice to additional damages if the harm is greater.


ARTICLE 10

The nullity of any contractual clause shall not affect the validity of the other clauses.


ARTICLE 11

Any dispute regarding the validity, interpretation, execution, or termination of the contract shall fall under the exclusive jurisdiction of the courts of PLURIELL SRL’s registered office.


ARTICLE 12

The provisions of the following articles apply to the Pluriell software. The term “software” or “applications” includes both the standard software and its applications.
These are hosted in Azure and may only be used in rental mode.

Installation in any other environment, shared or not, is strictly prohibited.


ARTICLE 13

PLURIELL SRL grants the client a limited right to use the software, which remains PLURIELL SRL’s exclusive property.

The client is strictly prohibited from:

  1. Correcting errors without PLURIELL SRL,
  2. Reproducing the software (permanently or temporarily),
  3. Enabling use by more users than authorized,
  4. Translating, adapting, or creating derivative works,
  5. Distributing the software, including rental or lending.

Any breach will result in compensation equal to:

  • three times the current sale price of the software if purchased, or
  • 60 months of rental fees if rented, with a minimum of €15,000.

ARTICLE 14

Methods, models, calculations, and specifications associated with the software, as well as source code, remain PLURIELL SRL’s property.

Source code may only be deposited with a third-party escrow under two conditions:

  1. PLURIELL SRL ceases maintenance,
  2. Dissolution or bankruptcy of PLURIELL SRL.

All escrow-related costs are charged to the client.


ARTICLE 15

The client may request a reduction in the number of authorized users under the rental contract. Adjustments will apply to the next billing period.

Rental fees may also be adjusted annually on the contract anniversary, based on the consumer price index.


ARTICLE 16
  1. Any license agreement will terminate automatically if the client is dissolved or bankrupt.
  2. In case of non-payment or breach of Article 13, the license is suspended upon notice. If not remedied within 15 days, PLURIELL SRL may terminate the contract and demand immediate return of the software.
  3. The client accepts hardware prerequisites.
  4. If the software cannot be installed due to incompatibility, the contract is terminated without damages, unless the client provided false information. Installation costs incurred remain payable.

ARTICLE 17

The client acknowledges having received all information on the software’s capacities and limitations and confirms it meets their needs.

PLURIELL SRL guarantees compliance with essential aspects and reserves the right to improve the software under the maintenance contract.


ARTICLE 18

Maintenance (for the standard version only) includes:

  1. Bug correction,
  2. Adaptation to legal changes,
  3. Right to new releases,
  4. Telephone and email support for standard versions (excluding specific developments).

Requests must be submitted in writing with supporting documentation. PLURIELL SRL will respond within three working days, depending on urgency.


ARTICLE 19

Maintenance excludes errors caused by external factors, including misuse, user errors, database modifications, non-compliant accessories, hardware/software issues, etc.
Such services will be charged at standard rates.


ARTICLE 20

PLURIELL SRL may terminate maintenance:

  1. With 3 months’ notice if it ceases support (fees pro-rata),
  2. For client breach not remedied within 15 days,
  3. Immediately if the client loses software usage rights.

ARTICLE 21

PLURIELL SRL reserves the right to stop marketing, maintaining, or developing its software at any time, without liability, provided Article 20’s notice period is respected.


ARTICLE 22

Services will be performed by PLURIELL SRL staff or subcontractors, who may be replaced at any time. The staff remain under PLURIELL SRL’s authority, though they follow client instructions.

Client instructions on working conditions are not considered employer authority under Belgian law.
The client must provide suitable working facilities.


ARTICLE 23

Responsibility for projects incorporating PLURIELL SRL’s assistance rests solely with the client. PLURIELL SRL only has an obligation of means, not results.


ARTICLE 24

If the client is dissatisfied with an employee’s assistance, they must notify PLURIELL SRL in writing the same day. PLURIELL SRL may replace the employee or end assistance without compensation.

The client may not use dissatisfaction as a reason to withhold payment for previous services.


ARTICLE 25

The User is solely responsible for use of the PLURIELL Application and the data entered, transmitted, or processed.

PLURIELL SRL is not liable for consequences of:

  1. Illegal use,
  2. Fraudulent or abusive use by the User or third parties,
  3. Identity theft or document falsification,
  4. Decisions/actions based on application data,
  5. Indirect damages, loss of revenue, data, reputation, or business.

The User indemnifies PLURIELL SRL against any third-party claims arising from their use, including fraud or identity theft.


ARTICLE 26

The client acknowledges having read and approved the data protection terms attached as an annex.