Effective date: 1 January 2025

These Terms & Conditions (the “Terms”) govern all proposals, statements of work, managed‑service agreements, and any other contracts (collectively, “Agreements”) between Cyberized (“Cyberized,” “we,” “our,” or “us”) and the customer (“Client,” “you,” or “your”) for the provision of IT consulting, cloud, infrastructure, security, and related professional or managed services (“Services”). By signing an Agreement, paying an invoice, or otherwise engaging Cyberized, you acknowledge that you have read, understood, and agree to be bound by these Terms.

1. Definitions

Deliverables – tangible or intangible work product supplied under an Agreement.
Business Day – any day other than Saturday, Sunday, or a Belgian public holiday.
Confidential Information – any non‑public information disclosed by one party to the other, in any form, marked or reasonably understood as confidential.

2. Scope of Services

2.1  A high‑level description of Services will be set out in a Proposal; detailed tasks, timelines, and responsibilities will be defined in a mutually signed Statement of Work (“SOW”).
2.2  Unless expressly stated, time schedules are indicative; Cyberized will use commercially reasonable efforts to meet them.

3. Quotes, Orders & Commencement

3.1  All quotes are valid for thirty (30) days unless stated otherwise.
3.2  Work begins when (i) both parties sign the SOW or (ii) the Client issues a purchase order referencing the Proposal.
3.3  Any change to scope, timeline, or cost shall be handled via a written change request signed by both parties.

4. Fees & Payment

4.1  Fees may be fixed, time‑and‑materials, retainer‑based, or a combination, as specified in the SOW.
4.2  Invoices are issued monthly in arrears and payable within thirty (30) calendar days of the invoice date, unless agreed otherwise.
4.3  Late payments incur statutory interest under the Belgian Act of 2 August 2002 and a reasonable collection charge.

5. Client Obligations

5.1  Provide accurate information, access, and resources reasonably required for Cyberized to perform the Services.
5.2  Assign a knowledgeable project sponsor with authority to make timely decisions.
5.3  Ensure backups of your environment before any migration or intrusive activity, unless Cyberized is expressly engaged to perform such backups.

6. Intellectual Property

6.1  Pre‑existing IP owned by either party remains that party’s exclusive property.
6.2  Subject to full payment, Cyberized grants the Client a worldwide, non‑exclusive, royalty‑free licence to use Deliverables for internal business purposes.
6.3  Cyberized may reuse generic know‑how, tools, and templates developed during the engagement, provided no Client Confidential Information is disclosed.

7. Confidentiality

7.1  Each party agrees to keep the other’s Confidential Information secret and to use it only for performing or receiving the Services.
7.2  Confidentiality obligations survive five (5) years after termination, or indefinitely for trade secrets.

8. Data Protection

Cyberized will process personal data in accordance with applicable data‑protection laws, including the EU General Data Protection Regulation (GDPR) and Cyberized’s Privacy Policy, which forms part of these Terms.

9. Warranties & Disclaimers

9.1  Cyberized warrants that Services will be performed with reasonable skill and care by suitably qualified professionals.
9.2  Except as expressly set forth herein, Cyberized provides no other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, or non‑infringement.

10. Liability

10.1  To the fullest extent permitted by law, Cyberized’s total aggregate liability arising from or relating to the Services (whether in contract, tort, or otherwise) shall not exceed the total fees paid by the Client under the relevant SOW in the twelve (12) months preceding the event giving rise to the claim.
10.2  Neither party shall be liable for indirect, consequential, punitive, or special damages, including loss of profit, revenue, data, or goodwill.

11. Force Majeure

A party is not liable for failure or delay to perform its obligations (other than payment) if caused by events beyond its reasonable control, provided it promptly notifies the other party and resumes performance as soon as practicable.

12. Term & Termination

12.1  Each SOW starts on its effective date and ends upon the earliest of (i) completion of Services, or (ii) termination under this clause.
12.2  Either party may terminate any SOW with thirty (30) days’ prior written notice.
12.3  Either party may terminate immediately for the other party’s material breach not cured within fifteen (15) days of written notice or if the other party becomes insolvent.
12.4  Upon termination, the Client shall pay for all Services performed up to the termination date.

13. Suspension

Cyberized may suspend Services with five (5) days’ notice if invoices remain unpaid thirty (30) days past due.

14. Sub‑contracting & Assignment

Cyberized may subcontract portions of the Services to trusted partners provided it remains liable for their performance. Neither party may assign its rights or obligations without the other’s prior written consent, except to an affiliate or acquirer of substantially all its assets.

15. Governing Law & Jurisdiction

These Terms are governed by Belgian law. Any dispute not resolved amicably within thirty (30) days shall be submitted to the exclusive jurisdiction of the competent courts of Brussels, Belgium.

16. Miscellaneous

16.1  If any provision of these Terms is held invalid, the remaining provisions remain in full force.
16.2  No failure or delay by either party to exercise any right shall constitute a waiver.
16.3  These Terms, together with each executed SOW and any referenced annexes, constitute the entire agreement and supersede all prior negotiations and representations.

17. Changes to Terms

We may update these Terms to reflect legal or operational changes. Updates will be posted on www.cyberized.be and, where significant, we will notify Clients by email. Continued use of Services after changes take effect constitutes acceptance.

18. Contact

Questions about these Terms? Please contact legal@cyberized.be or write to:

Legal Department, Cyberized, Albert-Louisastraat 23, 2950, Kapellen, Belgium.

© 2025 Cyberized. All rights reserved.