General Terms and Conditions

Version 1.0 · effective from 1 September 2026

Engiflex BV, trading as EngiFlex, with its registered office at L. Van Kerckhovenstraat 68, 2870 Puurs-Sint-Amands, Belgium, enterprise number 0792.584.030, RLE (RPR) Antwerp, Mechelen division, VAT BE 0792.584.030, info@engiflex.be (“EngiFlex”). These Terms are available at engiflex.be/en/terms and are attached to every Quotation.

Part I — General provisions (Art. 1–14)

This Part applies to all assignments. Parts II to IV apply in addition, depending on the nature of the assignment.

Article 1 — Definitions

1.1 In these Terms:

• Client: the undertaking that enters into an Agreement with EngiFlex or to which EngiFlex addresses a Quotation.
• Consultant: the natural person whom EngiFlex proposes to the Client for the performance of an Assignment or who performs the Assignment at the Client, either as an employee of EngiFlex, or as a self-employed subcontractor of EngiFlex, or as the permanent representative of a company that is a subcontractor of EngiFlex.
• Candidate: any person whom EngiFlex presents to the Client under Part III.
• Assignment: the services that EngiFlex performs for the Client, as described in the Quotation or the Purchase Order.
• Quotation: any written offer made by EngiFlex.
• Purchase Order: the Client’s written order, purchase order or order confirmation.
• Agreement: the whole formed by the (framework) agreement signed by both parties, the Purchase Order, the Quotation and these Terms.
• Terms: these general terms and conditions.
• Working Day: any day from Monday to Friday, excluding public holidays in Belgium.

1.2 Headings are for ease of reference only and do not affect interpretation.

Article 2 — Scope and order of precedence

2.1 These Terms apply to every Quotation, Purchase Order and Agreement between EngiFlex and the Client.

2.2 Part I applies to all Assignments. Part II applies in addition to project sourcing and secondment, Part III to recruitment and selection, and Part IV to fixed-price projects. In the event of a conflict between Part I and any of Parts II to IV, the specific Part prevails for the Assignment concerned.

2.3 In the event of a conflict, the following order of precedence applies, in descending order: (a) the (framework) agreement signed by both parties; (b) the Purchase Order, to the extent accepted by EngiFlex in writing; (c) the Quotation; (d) these Terms. General terms and conditions or purchasing conditions printed on or referred to in the Purchase Order do not form part of the Purchase Order within the meaning of (b); such conditions are governed by 2.5.

2.4 EngiFlex attaches these Terms to every Quotation and provides them free of charge on simple request.

2.5 The Client’s general terms and conditions or purchasing conditions bind EngiFlex only if EngiFlex has accepted them expressly and in writing, specifying the provisions of these Terms from which they derogate.

2.6 Derogations from these Terms apply only if agreed in writing, and only to the Assignment for which they were granted.

Article 3 — Quotations and formation of the Agreement

3.1 Quotations are valid for 30 calendar days from their date, unless they state another period.

3.2 The Agreement is formed by its signature by both parties, by EngiFlex’s written acceptance of the Client’s Purchase Order, or by the start of performance with the Client’s knowledge.

3.3 Information in brochures, on the website and in similar documentation is indicative and does not bind EngiFlex.

Article 4 — Rates, expenses and revision

4.1 The rates are set out in the Quotation and are exclusive of VAT.

4.2 Travel outside the agreed place of work, accommodation costs, and any training, certificates or medical examinations required by the Client are charged in addition at cost, unless otherwise agreed.

4.3 EngiFlex may increase the rates with effect from 1 January of each year by no more than 80% of the percentage of the indexation that applies on that date to salaries in the Supplementary Joint Committee for White-Collar Workers (Joint Committee 200). EngiFlex notifies the Client in writing of the adjustment and the percentage applied no later than 31 January. If notification is made later, the adjustment applies only from the first day of the month following the notification.

4.4 If the Client does not accept an adjustment under 4.3, it may terminate the Assignment concerned with 30 calendar days’ notice, provided that it gives written notice of termination within 30 calendar days of the notification. The previous rate continues to apply until the end of the notice period.

4.5 Any other rate change applies only with the Client’s prior written consent.

Article 5 — Invoicing and payment

5.1 EngiFlex invoices monthly in arrears on the basis of the approved timesheets (Part II), upon the Candidate’s start of employment (Part III), or in accordance with the payment schedule in the Quotation (Part IV).

5.2 Invoices are payable within 30 calendar days of the invoice date, without discount. The Client may only apply set-off against a due and payable claim that EngiFlex has acknowledged in writing or that has been established by a court decision.

5.3 An invoice dispute is valid only if it reaches EngiFlex within 14 calendar days of the invoice date, in writing and stating reasons. E-mail is sufficient. A dispute does not suspend payment of the undisputed portion.

5.4 In the event of non-payment on the due date, the Client owes, by operation of law and without notice of default, interest at the rate set out in Article 5 of the Act of 2 August 2002 on combating late payment in commercial transactions, as well as a fixed compensation of EUR 40 and the reasonable recovery costs exceeding that amount, in accordance with Article 6 of the same Act.

5.5 If EngiFlex owes an amount to the Client and fails to pay it on time, EngiFlex owes the same interest and the same compensation under the same conditions.

5.6 If an invoice remains unpaid for 15 calendar days after a written reminder, EngiFlex may, after written notice, suspend performance of all Assignments for the Client. The suspension does not entitle the Client to compensation and extends the agreed time limits by its duration.

5.7 EngiFlex’s invoices are payable regardless of any payments the Client receives from third parties.

5.8 EngiFlex issues its invoices electronically via the Peppol network. Before the start of the Assignment, the Client provides the invoicing details and the purchase order number that must appear on the invoice, and notifies any change in good time. If an invoice is rejected or processed late because those details are missing or incorrect due to the Client, this does not suspend the payment term.

Article 6 — Confidentiality

6.1 Each party treats the other party’s confidential information as confidential, uses it solely for the performance of the Agreement and does not disclose it to third parties without prior written consent.

6.2 EngiFlex imposes the same obligation on the Consultant and, where applicable, on the subcontractor of which the Consultant is the permanent representative.

6.3 This obligation applies during the Agreement and for five years after its end. For information that qualifies as a trade secret within the meaning of Book XI of the Code of Economic Law, it applies for as long as the information retains that character.

6.4 It does not apply to information that is public through no fault of the receiving party, that the receiving party already lawfully possessed, that it developed independently, or whose disclosure is required by law, in which case the receiving party informs the other party in advance to the extent permitted by law.

6.5 After the end of the Agreement, the receiving party returns or destroys the other party’s confidential information at the other party’s request, except for information it is required by law to retain and copies in automatic back-ups, which remain confidential.

Article 7 — Intellectual property

7.1 The intellectual property rights in the deliverables created specifically for the Client in the course of the Assignment are assigned to the Client for all modes of exploitation currently known, for the full term of the rights and for the whole world, to the extent that Belgian law permits such an assignment. The consideration for that assignment is included in the price or rate of the Assignment.

7.2 The assignment is subject to the condition precedent of full payment of the invoices relating to the services concerned.

7.3 EngiFlex, its subcontractors and the Consultant retain the rights in the methods, templates, tools, software, know-how and background material that they developed before or outside the Assignment or hold under licence from third parties. To the extent these are incorporated into the deliverable, the Client obtains a free, non-exclusive, worldwide and transferable right to use them, for the term of the rights, for the use, maintenance and modification of that deliverable.

7.4 EngiFlex warrants that it has obtained from the Consultant and, where applicable, from the subcontractor the rights necessary to make the assignment under 7.1 and to grant the right of use under 7.3.

7.5 No components under an open-source licence that imposes obligations on the work as a whole are incorporated into the deliverable without the Client’s prior written consent. Third-party components remain subject to their own licence terms, which EngiFlex discloses on request.

Article 8 — Personal data

8.1 Each party processes the personal data it receives in connection with the Agreement as an independent controller within the meaning of the General Data Protection Regulation.

8.2 Where EngiFlex provides data of a Candidate or a Consultant to the Client, the Client becomes an independent controller for the further processing from receipt. The Client processes such data only for assessing and following up the vacancy or Assignment concerned, does not keep it longer than necessary for that purpose, and does not disclose it to third parties without a legal basis.

8.3 EngiFlex’s privacy policy is available at engiflex.be/en/privacy.

8.4 Where a party processes personal data on behalf of the other, the parties enter into a separate data processing agreement before that processing begins.

8.5 Each party notifies the other without undue delay of any personal data breach affecting data exchanged in connection with the Agreement.

Article 9 — Non-solicitation

9.1 The Client shall not employ or engage a Consultant whom EngiFlex has proposed to it or who has been deployed with it under an Assignment, whether directly, through an affiliated undertaking, through a third party such as another agency or service provider, or as a self-employed service provider. This applies for twelve months after the proposal and, where the Consultant has been deployed, during the Assignment and for twelve months after its end. The Client shall not disclose the data of a proposed Consultant to third parties; if a third party to which the Client has disclosed them engages the Consultant within that period, this constitutes a breach by the Client.

9.2 In the event of a breach of 9.1, the Client owes EngiFlex compensation equal to three times the last full monthly amount invoiced by EngiFlex to the Client for the Consultant concerned, exclusive of VAT. If no full month has yet been invoiced for the Consultant, the compensation is sixty times the proposed or agreed daily rate, or four hundred and eighty times the hourly rate. The parties acknowledge that this amount is a reasonable estimate of EngiFlex’s loss: the recruitment effort, the loss of margin and the cost of replacement.

9.3 During the same period and under the same conditions, EngiFlex shall not employ any staff member of the Client with whom it has come into contact in connection with the Agreement. In the event of a breach, EngiFlex owes the Client compensation equal to three times the last gross monthly salary of the staff member concerned.

9.4 Article 9.3 does not apply where a staff member of the Client responds on their own initiative to a publicly advertised vacancy that was not specifically aimed at them. If the Client wishes to employ or directly engage a Consultant, it may do so only by applying 9.5, including where the Consultant takes the initiative. If a proposed Consultant who has not been deployed was already known to the Client at the time of the proposal from an ongoing application or prior contact, and the Client notifies EngiFlex within five Working Days of the proposal with supporting evidence, 9.1 does not apply to that Consultant.

9.5 The parties may agree in writing on a conversion fee allowing the Client to employ or directly engage the Consultant. Payment of that fee renders 9.1 inapplicable to the Consultant concerned.

Article 10 — Liability and insurance

10.1 Each party is liable for failure to perform its obligations in accordance with general law, subject to the following provisions.

10.2 EngiFlex is not liable for indirect damage, including loss of profit, loss of turnover, loss of customers, loss of production, loss of or damage to data, and reputational damage.

10.3 EngiFlex’s total liability per loss event is limited to the higher of the following two amounts: (a) the amounts invoiced by EngiFlex to the Client for the Assignment concerned in the twelve months preceding the event giving rise to the damage, with a minimum of EUR 25,000, or (b) the amount actually paid out by EngiFlex’s insurer for that loss event. Loss events arising from the same cause are treated as a single loss event. For all loss events in the same calendar year taken together, EngiFlex’s liability is limited to twice the amount under (a) or, if higher, to the amount actually paid out by the insurer for those loss events together.

10.4 The limitations in 10.2 and 10.3 do not apply in the case of wilful misconduct or fraud on the part of EngiFlex or its employees, nor to damage resulting from death or personal injury. In the case of gross negligence on the part of EngiFlex or its employees, 10.2 does not apply and EngiFlex’s liability per loss event is limited to the amount for which it is insured per loss event for that risk under the insurance referred to in 10.7. Except in the case of wilful misconduct, fraud or gross negligence on the part of the Client or its employees, and except for damage resulting from death or personal injury, the limitations in 10.2 and 10.3 also apply for the benefit of the Client. They do not apply to its payment obligations, including the compensation and fees under Articles 9, 23, 25 and 26, nor to the indemnity under Article 17.6.

10.5 A claim lapses if it has not been notified to the other party in writing, stating reasons, within twelve months after the injured party discovered the event giving rise to the damage.

10.6 The Client remains responsible for the decisions it takes on the basis of advice, analyses or work of the Consultant, and for the consequences of instructions it gives outside the scope of Article 17. This does not affect EngiFlex’s liability for a failure in the performance of the Assignment itself, within the limits of this Article.

10.7 EngiFlex holds public liability (operations) and professional liability insurance and provides a certificate stating the amounts covered upon first request. It requires its subcontractors to hold equivalent cover.

10.8 As regards workplace risks, the Client treats the Consultant in the same way as its own staff, and insures the installations and goods with which the Consultant works.

10.9 The limitations and exclusions of this Article also apply for the benefit of the Consultant, EngiFlex’s subcontractors and their directors and employees, including where the Client brings a non-contractual claim against them pursuant to Article 6.3 of the Civil Code. Except in the case of wilful misconduct or damage resulting from physical or psychological injury, the Client directs its claims relating to the performance of the Assignment exclusively to EngiFlex.

Article 11 — Force majeure and change of circumstances

11.1 Neither party is liable for any failure to perform resulting from force majeure. If the force majeure lasts longer than 60 calendar days, either party may terminate the Assignment concerned in writing without compensation, without prejudice to payment for services already rendered.

11.2 If circumstances change such that performance becomes excessively onerous within the meaning of Article 5.74 of the Civil Code, the parties negotiate an adjustment in good faith. If they fail to reach agreement within 30 calendar days, either party may terminate the Assignment concerned with 30 calendar days’ notice. The parties exclude judicial adjustment of the Agreement.

Article 12 — Termination

12.1 Either party may terminate the Agreement with immediate effect in the event of a serious breach by the other party that has not been remedied within 15 calendar days of a written notice of default describing the breach.

12.2 No notice of default is required in the event of bankruptcy, judicial reorganisation, manifest insolvency or cessation of business of the other party, to the extent permitted by law.

12.3 Termination does not affect the payability of services already rendered.

12.4 Articles 5, 6, 7, 8, 9, 10, 12.3, 14, 23 to 25 and 31 survive the end of the Agreement, each for the duration stated therein.

Article 13 — Transfer, subcontracting and miscellaneous

13.1 EngiFlex may use self-employed subcontractors for performance. It remains responsible to the Client for performance.

13.2 Neither party shall transfer the Agreement to a third party without the prior written consent of the other party, which shall not be unreasonably withheld. Transfer within a party’s own group or in connection with a merger or a takeover of the business is permitted subject to prior notice.

13.3 Notices are given in writing. E-mail to the address stated in the Agreement is sufficient, except for notices of default and terminations, which require e-mail with acknowledgement of receipt or registered mail.

13.4 Failure or delay in exercising a right does not constitute a waiver of that right.

13.5 EngiFlex mentions the Client’s name or logo as a reference only with the Client’s prior written consent.

Article 14 — Governing law and jurisdiction

14.1 The Agreement is governed exclusively by Belgian law, excluding the Vienna Sales Convention (CISG) and the rules of private international law that refer to another law.

14.2 The parties first discuss any dispute at management level within 15 calendar days. This provision does not prevent a party from seeking protective measures.

14.3 Disputes fall under the exclusive jurisdiction of the Enterprise Court of Antwerp, Mechelen division, without prejudice to EngiFlex’s right to summon the Client before the court of the Client’s registered office.

Part II — Project sourcing and secondment (Art. 15–21)

This Part applies where EngiFlex deploys a Consultant at the Client at a daily or hourly rate.

Article 15 — Subject matter

15.1 EngiFlex deploys a Consultant to perform at the Client the work described in the Quotation or the Purchase Order, at the agreed daily or hourly rate.

15.2 EngiFlex undertakes an obligation of means. It warrants that the Consultant has the qualifications and experience described in the Quotation and performs the work in accordance with good professional practice. It does not warrant any particular result, unless Part IV applies.

15.3 A Consultant who is an employee of EngiFlex is exclusively under EngiFlex’s authority as employer. A Consultant who works as a self-employed person performs the Assignment independently, without being under the authority of EngiFlex or of the Client, within the arrangements agreed for the Assignment.

Article 16 — Selection, acceptance and replacement of the Consultant

16.1 EngiFlex proposes one or more Consultants. The Client assesses whether the profile meets its requirements and confirms its choice in writing before the start of the Assignment.

16.2 EngiFlex may, after consulting the Client, replace the Consultant with a Consultant of equivalent profile in the event of illness, accident, resignation, termination of the collaboration by the Consultant or other unavailability. It proposes a replacement within ten Working Days. If it cannot propose an equivalent replacement within that period, either party may, by way of derogation from 20.2, terminate the Assignment with immediate effect; the Client pays only for services already rendered. Unavailability for a reason beyond EngiFlex’s control does not constitute a breach by EngiFlex.

16.3 The Client may request the replacement of the Consultant by a written request stating reasons. If the reason is attributable to the Consultant, EngiFlex proposes a replacement free of charge within ten Working Days. If not, the request is treated as termination of the Assignment by the Client in accordance with Article 20.

16.4 If the replacement is attributable to EngiFlex, the first five Working Days of the replacement’s induction period are not invoiced.

Article 17 — The Client’s right to give instructions

17.1 Authority as employer over a Consultant who is an employee of EngiFlex rests exclusively with EngiFlex. A Consultant who works as a self-employed person performs the Assignment independently. The Client exercises no authority over either of them.

17.2 In accordance with Article 31 of the Act of 24 July 1987 on temporary work, temporary agency work and the making available of workers to users, the following instructions do not constitute an exercise of authority. The Client may give the Consultant only these instructions:

1. the instructions that the Client, as user, is legally required to give regarding well-being at work, occupational safety, health, hygiene and the environment, including access, emergency and evacuation procedures and the use of personal protective equipment;
2. the designation of the place of work and the rules for access to the site and to the systems;
3. the times of presence within the site’s opening hours, without the Client determining the Consultant’s working hours, work schedule, holidays or leave;
4. the technical and functional specifications of the work, its priorities and sequence, and the applicable standards, procedures, quality and documentation requirements;
5. the use of the Client’s equipment, software and IT resources, and the information security policy;
6. the timing and form of reporting on the progress of the work.

17.3 The Client gives no instructions and takes no decisions regarding the recruitment, position, remuneration, benefits, working hours, leave, evaluation with consequences for legal status, discipline, sanctions or termination of the employment relationship of the Consultant. These powers remain exclusively with EngiFlex or with the subcontractor.

17.4 The actual exercise of the right to give instructions fully corresponds to 17.2 and 17.3. At the request of either party, the parties evaluate this jointly.

17.5 The Client immediately informs its works council of the existence of this agreement or, failing that, its committee for prevention and protection at work or, failing that, its trade union delegation. It provides them with a copy of this Article on simple request.

17.6 The Client indemnifies EngiFlex against all consequences arising from instructions it gives in breach of this Article, including salary and social security contribution debts, joint and several liability, administrative and criminal sanctions and defence costs.

17.7 If the desired collaboration departs from this framework, the parties record this before the start of the Assignment in a separate signed document that expressly and in detail specifies which instructions the Client may give.

Article 18 — Well-being and safety at the workplace

18.1 As user, the Client is responsible for occupational safety at the place where the Consultant works, in accordance with the Act of 4 August 1996 on the well-being of workers in the performance of their work and its implementing decrees.

18.2 Before the start, the Client provides EngiFlex with the workstation risk sheet (werkpostfiche) where required, and informs the Consultant of the risks, preventive measures and emergency procedures. It provides the collective protective equipment as well as the personal protective equipment specific to the site.

18.3 The Client immediately reports to EngiFlex any accident at work and any incident involving the Consultant.

18.4 If the Client requires specific training, certification or a medical examination, it communicates this before the start of the Assignment. The costs are borne by the Client, unless otherwise agreed.

18.5 The Consultant may interrupt the work in the event of serious and imminent danger. This does not constitute a breach and does not give rise to any reduction of the fee.

Article 19 — Timesheets and approval

19.1 The Consultant keeps a timesheet per month and submits it for approval to the contact person designated by the Client.

19.2 The Client approves the timesheet or disputes it in writing, stating reasons, within five Working Days of submission. Failing approval and failing a reasoned dispute within that period, the timesheet is deemed approved and EngiFlex may invoice.

19.3 A dispute relates only to the disputed services. The undisputed portion is invoiced and paid.

19.4 At the start of the Assignment, the Client designates the persons authorised to approve timesheets and notifies any change in writing.

Article 20 — Duration and termination of the Assignment

20.1 The Assignment runs for the term set out in the Purchase Order. If no term is set out, or if the Assignment is continued with the Client’s knowledge after that term has expired, it runs for an indefinite term, under the same conditions.

20.2 Either party may terminate the Assignment by giving 30 calendar days’ written notice, starting on the day after notification.

20.3 If the Client terminates the Assignment without observing that notice period, it owes the fee for the days of the notice period not worked, calculated on the average number of days worked per week over the last three months.

20.4 If the Client suspends the Assignment, the fee remains payable, unless the suspension has been agreed in writing in advance. If an agreed suspension lasts longer than 15 calendar days, EngiFlex may terminate the Assignment without notice.

20.5 Closing days of the Client that have been notified in advance and included in the Purchase Order are not invoiced.

Article 21 — Complaints about performance

21.1 The Client reports any complaint about performance in writing, stating reasons, within ten Working Days of becoming aware of it. A complaint not reported within that period can no longer be invoked to dispute a timesheet or an invoice.

21.2 EngiFlex is given the opportunity to rectify the matter within a reasonable period, where appropriate by replacing the Consultant in accordance with Article 16.3.

21.3 Rectification is the primary remedy. If rectification fails, the Client may request a price reduction proportionate to the breach. Price reduction and recharging of costs for the same breach are not cumulative.

Part III — Recruitment and selection (Art. 22–26)

This Part applies where EngiFlex searches for and presents Candidates with a view to their direct employment or appointment by the Client.

Article 22 — Subject matter

22.1 EngiFlex searches for, selects and presents Candidates with a view to their direct employment or appointment by the Client.

22.2 EngiFlex undertakes an obligation of means. It does not warrant that a suitable Candidate will be found, nor that a presented Candidate will meet the Client’s expectations.

22.3 The Client makes the hiring decision itself. It remains responsible for verifying diplomas, certificates, professional qualifications, residence and work permits, and compatibility with any prior non-competition or non-solicitation obligations of the Candidate.

22.4 EngiFlex performs its services in compliance with legislation on non-discrimination and equal treatment. A selection criterion that is incompatible with that legislation will not be applied.

22.5 EngiFlex does not request or accept any fee from a Candidate for its services.

Article 23 — Placement fee

23.1 Upon the employment or appointment of a presented Candidate, the Client owes a placement fee equal to 30% of the Candidate’s gross annual salary, exclusive of VAT, unless the Quotation states a different percentage.

23.2 Gross annual salary means: the agreed gross annual salary, increased by holiday pay and the end-of-year bonus to the extent not included therein, the contractually guaranteed variable remuneration, and the annual value of the company car, meal and eco vouchers, group and hospitalisation insurance and other benefits. If the variable remuneration is not guaranteed, the amount at one hundred percent target achievement is taken into account.

23.3 The fee is due upon signature of the employment contract or letter of appointment. EngiFlex invoices on the day the Candidate starts employment.

23.4 The Client notifies EngiFlex of the hiring and of the composition of the package within five Working Days of signature. If it fails to do so, EngiFlex may calculate the fee on the salary level stated in the search brief, unless the Client proves otherwise.

23.5 If the Candidate does not take up employment after signature of the employment contract for a reason attributable to the Client, the fee remains payable.

Article 24 — Guarantee period

24.1 If the employment relationship ends within three months of the start of employment for a reason not attributable to the Client and unrelated to a change in the position or the terms of employment, EngiFlex searches once, free of charge, for a replacement Candidate for the same position.

24.2 The guarantee applies provided that the Client has paid the invoices, has notified the departure in writing within ten Working Days, and gives the instruction for replacement within three months of the departure.

24.3 The guarantee does not entitle the Client to a refund of the placement fee and may be invoked only once per placement.

Article 25 — Protection of presented Candidates

25.1 The data of a presented Candidate are confidential. The Client does not disclose them to third parties, including affiliated undertakings and other recruitment channels.

25.2 If the Client or an affiliated undertaking employs or engages a Candidate presented by EngiFlex within twelve months of the presentation, including for another position, under another status or through a third party, the placement fee under Article 23 is due.

25.3 If the Client discloses a Candidate’s data to a third party which subsequently hires the Candidate, the same fee is due.

25.4 If the Candidate was already known to the Client at the time of presentation from an ongoing application or prior contact, the Client notifies EngiFlex within five Working Days of the presentation, with supporting evidence. In that case no fee is due.

Article 26 — Information and exclusivity

26.1 The Client provides EngiFlex with a complete and accurate job description, the salary level and the terms of employment, and informs EngiFlex of any parallel searches for the same position.

26.2 If exclusivity has been agreed, the Client does not engage any other recruitment channel for the same position during the agreed period. If it does so nevertheless, half of the placement fee is due as compensation for the efforts made.

26.3 The Client invites the presented Candidates within a reasonable period and gives EngiFlex feedback on each Candidate.

Part IV — Fixed-price projects (Art. 27–31)

This Part applies only where the Quotation expressly states a fixed price and a defined deliverable.

Article 27 — Subject matter

27.1 This Part applies where the Quotation expressly states a fixed price and a defined deliverable.

27.2 EngiFlex undertakes an obligation of result, solely for the deliverable as described in the Quotation and within the scope, assumptions and preconditions set out therein.

27.3 Anything not expressly included in the scope falls outside it.

Article 28 — Scope, changes and additional work

28.1 Changes to the scope are made exclusively by means of a written change request, stating the consequences for the price, the planning and the assumptions.

28.2 EngiFlex implements a change only after written agreement on those consequences.

28.3 If the assumptions or the information provided by the Client on which the fixed price is based prove to be incorrect or incomplete, EngiFlex reports this and the parties adjust the price and the planning by mutual agreement. Failing agreement, either party may terminate the project against payment for the services rendered up to that point.

28.4 Additional work is charged at the daily rate in the Quotation or, failing that, at the rate agreed in writing by the parties in the change request.

Article 29 — Delivery and acceptance

29.1 EngiFlex notifies delivery in writing.

29.2 The Client tests the deliverable against the acceptance criteria in the Quotation and accepts it, or rejects it in writing stating reasons, within ten Working Days of the notification.

29.3 Failing acceptance and failing a reasoned rejection within that period, or upon use of the deliverable in a production environment, the deliverable is deemed accepted.

29.4 Defects that do not materially prevent use do not prevent acceptance. EngiFlex rectifies them within a reasonable period.

29.5 In the event of a reasoned rejection, EngiFlex rectifies and re-delivers the deliverable; the procedure of this Article starts again. If the second delivery also fails, the Client may request a price reduction or terminate the project.

Article 30 — Cooperation by the Client

30.1 The Client makes available in good time the information, access, environments, systems and contact persons that EngiFlex needs, and designates one person with decision-making authority.

30.2 Delay attributable to the Client shifts the planning by at least the same period. Waiting time of more than five Working Days is charged at the daily rate.

30.3 The Client is responsible for the accuracy and completeness of the data it provides.

Article 31 — Warranty

31.1 For three months after acceptance, EngiFlex warrants that the deliverable meets the acceptance criteria. It rectifies free of charge the defects notified in writing within that period.

31.2 The warranty does not apply to defects resulting from changes by the Client or third parties, from incorrect or incomplete data provided by the Client, from use outside the agreed environment, or from third-party components.

31.3 Rectification is the primary remedy under the warranty. If rectification fails within a reasonable period, the Client may request a price reduction proportionate to the defect. Article 10 continues to apply in full.

Part V — Final provisions (Art. 32–34)

Article 32 — Amendment of these Terms

32.1 EngiFlex may amend these Terms. An amended version applies exclusively to Quotations issued after its entry into force and to Assignments starting thereafter.

32.2 An ongoing Assignment remains subject to the version that applied when it started. EngiFlex keeps the previous versions, lists them on the page where these Terms are published and provides them on simple request.

32.3 Each version bears a version number and a date of entry into force.

Article 33 — Invalidity and severability

33.1 If a provision is invalid or unenforceable, the remaining provisions continue to apply in full. The parties replace the provision concerned with a valid provision that comes as close as possible to the intended economic purpose.

33.2 If a provision is invalid because it goes further than permitted, it applies to the maximum extent permitted, insofar as the law allows.

Article 34 — Language

34.1 These Terms exist in Dutch and in English. In the event of any discrepancy between the language versions, the Dutch version prevails.