Terms & Conditions

Article 1 - Purpose

The purpose of these general terms and conditions is to define the terms and conditions of SRL REVALIO, whose registered office is at Avenue Emile de Beco 74/1 1050 Brussels, registered with the Crossroads Bank for Enterprises under number 1008.958.960, hereinafter referred to as "REVALIO". REVALIO offers and sells to professional Customers (hereinafter "Customer") a range of services in the field of water management. Services include, but are not limited to, water life-cycle analysis, save & reuse technical advisory (hereinafter the "Services"). REVALIO also offers design, procurement, installation, commissioning and maintenance services of customized water monitoring or treatment installations (hereinafter “Products”). These terms and conditions take precedence over all other terms and conditions contained in any other document, unless expressly agreed otherwise in writing. REVALIO reserves the right to modify its terms and conditions at any time. In this case, the applicable terms and conditions will be those in effect at the time the REVALIO Services are ordered.

Article 2 - Acceptance of conditions

The Customer acknowledges having read REVALIO’s terms and conditions. He expressly declares that he accepts them without reservation. Confirmation of the order for Services constitutes acceptance of the general terms and conditions. Acceptance of these terms and conditions does not require a handwritten signature by the Customer.

Article 3 – Orders

Any request for a quotation sent by the Customer to REVALIO constitutes an offer to enter into a contract under the terms of these general terms and conditions. The general terms and conditions apply upon confirmation of the service and terminate upon completion of the assignment entrusted to REVALIO in accordance with the terms and conditions set forth in the signed quotation. - Any scope changes to the orders requested by the Customer, must be agreed in advance in writing with REVALIO before submitting a change to the order.

Article 4 - Offers and prices

REVALIO offers its prices to Customers by e mail or directly in person, free of charge. Each quotation remains valid for thirty working days, allowing the Customer to make an informed decision. The Customer may accept the quotation by returning it signed by email to REVALIO. REVALIO's quotation clearly details the various aspects of the proposed Services. The nature of the work is precisely described, covering the technical specifics and requirements of the project. Practical details, such as the location of the work and the mode, if applicable (on-site or telecommuting), as well as the estimated start and end dates of the assignment, are clearly set out. The quotation also mentions the tools and software required for the project. Additional costs, such as transport or accommodation, may be included in the quotation. In case of supply of equipment, unless otherwise agreed between parties, price is quoted in Euros (€), excluding taxes, insurance, duty, transport cost or additional costs related to the supply.Offers are not binding and are made based on prices valid at the time of preparing the offer. It becomes only binding from the time that the offer is accepted by the Customer. The delivery Products or Services execution schedules are informative and not binding. In case the terms are exceeded, it does not give the right to the buyer to claim any compensation. REVALIO reserves the right to modify its prices, with prior notice to the Customer.

Article 5 – Products delivery

Unless the Parties agree to Incoterms having different effects, the delivery of the Products is carried out FCA (Incoterms®2020). The passage of risk and the danger of loss/damage of the Products will be transferred to the Customer in accordance with this term. The transfer of ownership of the Products to the Customer will take place only at the same time as the passage of the risk on the Products envisaged by the Incoterm

Article 6 – Products warranty

REVALIO guarantees that the products sold are produced in compliance with the applicable EU legislation; REVALIO warrants, for the period which is the lesser of twelve (12) months from the date of commissioning of an installation such Product will be free, in all material respects, from defects in material and workmanship. REVALIO’s obligation under this warranty is limited to repairing or replacing, at REVALIO’s discretion, any Product or re-performing any Service, as the case may be, which REVALIO, upon examination, determines to be defective during the applicable Warranty Period. This warranty covers only costs of Products and Services. All other costs incurred by REVALIO in connection with obligations under this warranty will be charged to the Customer. To take advantage of the warranty, Customer will be obliged to notify REVALIO of the defect no later than 8 days after delivery in the event of obvious or easily detectable defects, or from their discovery in all other cases.

Article 7 - Services

REVALIO undertakes to use all reasonable and competent means at its disposal to achieve the objectives defined in the Customer's specifications. However, REVALIO is bound by an obligation of means and not of result. Thus, REVALIO does not guarantee ultimate success or the specific achievement of expected results, but guarantees the application of its expertise and professional diligence throughout the project. The Services will be performed in accordance with industry standards, professional practices and applicable environmental legislation, under the supervision of the Customer or its designated project manager. REVALIO retains the right to unilaterally subcontract to any third party(s) any aspect of the assembly, delivery or installation of the Products and Services and nothing herein will be construed so as to limit such right. Services are provided subject to REVALIO's availability and on a first-come, first-served basis. REVALIO reserves the right to refuse to honour a request from a Customer whom has not paid in full or in part for a previous service, or with whom a payment dispute is in progress. The location of the Service shall be determined by mutual agreement between REVALIO and the Customer, either at the Customer's site or by telecommuting. During on-site assignments, REVALIO may be required to travel, sometimes for long periods, and to stay near the site for several days if necessary. Unless otherwise agreed in writing, travel and accommodation expenses for on-site assignments are the responsibility of the customer. These costs will be defined and agreed upon prior to the start of the assignment. REVALIO undertakes to maintain regular and effective communication with the Customer, regardless of the mode of working. In the case of on-site services, access to the building or site will be required during opening hours. The Customer undertakes to provide REVALIO with the necessary safety resources (specific training, etc.) and to ensure compliance with safety standards for REVALIO and on site in the event of on-site intervention. REVALIO is free and independent in the organization of its activities, but it shall cooperate with the Customer and take into consideration any directives that may be communicated to it from time to time by the Customer, it being understood that such directives may relate only to the description of the Services to be provided by REVALIO, the deadlines within which the Services are to be provided and the Customer's remarks. REVALIO proposes customized solutions within the scope of the agreed Services, including the choice of products, materials, and processes to be implemented. These proposals are subject to approval by the Customer, who is responsible for final validation before implementation. Once a proposal has been accepted by the customer, there is no turning back without incurring additional costs. This is because the Customer's acceptance triggers the ordering process for the necessary products and materials, the costs of which will be incurred by REVALIO. If the Customer wishes to make changes after this validation, additional charges may be applied to cover the expenses incurred and the management of the required changes. REVALIO, after informing the Customer, reserves the right to make constructive changes to the technical data or models of the Products sold deriving from technological developments or modernizations that do not in any way lead to a worsening of the parameters, technical characteristics, and functionality of the object.

Article 8 - Payment terms

Invoices issued by REVALIO are payable by the Customer within thirty days of their date of issue. Payment shall be made in accordance with the terms and conditions specified on the invoice. However, REVALIO reserves the right to request direct payment for certain Customers, according to criteria defined by REVALIO. In the event of non-execution of the instant payment, REVALIO may decide to terminate the collaboration with the Customer concerned. REVALIO usually offers progress-based remuneration, with invoicing at milestones, such as the project stages. key REVALIO's occasionally offers an hourly rate, suitable for assignments requiring precise hourly follow-up. Invoices are always payable by the customer. If the latter considers that the invoice should be paid by a third party, it is his responsibility to recover the amount from this third party. All services rendered are due and payable. Any invoice not paid by the due date will be subject to annual interest of 12% of the amount due. At the same time, a fixed indemnity of 15% of the unpaid amount will also be applied, with a minimum of 100 euros.

Article 9 - End of contract

The contract is automatically terminated at the end of the service. In the event of gross negligence or breach of contract on the part of the other party, either party may consider the contract to be terminated. The party who considers that he has been the victim of a breach or serious misconduct on the part of the other party may send the other party a letter by registered post, specifying the breach or serious misconduct of which he is accused and inviting him to remedy the situation. Non-payment of invoices constitutes a serious breach on the part of the Customer. If, within a period of fifteen days following the date of dispatch of the said registered letter, no remedy, or no adequate remedy, has been provided for the breach or serious fault, the party which considers itself to have been the victim of the breach or serious fault may consider the present agreement to be terminated, without prejudice to any actions for damages which it may bring.

Article 10 - Liability

The Customer undertakes to provide all information necessary for the proper execution of the Services by REVALIO. The Customer is responsible for project supervision, including validation of milestones and interim results. The Customer's responsibility also includes compliance with applicable safety standards and regulations, as well as approval of materials and layout plans. REVALIO is liable only for compliance with its legal and contractual obligations, and for direct damage caused by its action. REVALIO is in no way liable for any damage suffered by the Customer, and in particular, but without being exhaustive, is not liable for indirect damage or damage caused to third parties. REVALIO is only entitled to perform services if the Customer has provided REVALIO with all the information required for the performance of the services, and has not omitted to provide REVALIO with any information that could influence the outcome of the services. In the event of omission of information or missing information, REVALIO can in no way be held responsible for the result of the services. In the event that REVALIO's liability is challenged by the Customer or by a third party, such liability shall in all cases be limited to the amount of the services concerned by the challenge or challenge and paid for by the Customer. In no case may the amount of the damage take into account a profit hoped for and not realized, or a loss potentially avoided on the part of the Customer.

Article 11 - Protection of personal data

Within the framework of its contractual relations, REVALIO is required to process personal data received by the Customer. The purpose of this processing is contractual execution, administration and invoicing. REVALIO undertakes to comply with the regulations in force applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (RGPD)and the Belgian law of July 30, 2018. For more information, you can consult our Privacy Policy, available on www.revalio.tech.

Article 12 - Force majeure and unforeseen circumstances

In the event of force majeure (e.g. pandemic, war, terrorist attack, etc.), and more generally in all external circumstances that prevent, reduce or delay REVALIO's performance of the service, REVALIO reserves the right to cancel, suspend or postpone the service for the duration of the force majeure event. In the event of the occurrence of an unforeseeable event beyond the control of the parties, making it impossible or excessively onerous to perform the obligations arising from these general terms and conditions, REVALIO and the Customer agree to meet as soon as possible in order to renegotiate the terms of the order in good faith.

Article 13 - Intellectual Property

All intellectual property rights generated or used by REVALIO in the performance of the Services shall remain the exclusive property of REVALIO until full payment for the Services has been made by the Customer. This includes, but is not limited to, copyrights, patents, trademarks, designs, and any know-how developed or used. Upon full payment for the Services by the Customer, REVALIO will grant the Customer a non-exclusive, irrevocable, royalty-free license to use the results of the Services (including, but not limited to, schematics, drawings, manuals, data, reports, and documents) for the purpose agreed upon in the Quotation. REVALIO will also transfer the project-specific intellectual property rights to the Customer, provided that all contractual obligations, including payment, have been fulfilled by the Customer. Prior to full payment, the Customer is authorized to use the preliminary results of the Services for internal evaluation purposes only. Any commercial use or distribution prior to full payment is strictly prohibited without the prior written consent of REVALIO. REVALIO undertakes to take all necessary measures to protect the intellectual property rights associated with the Services provided. Likewise, Customer agrees to notify REVALIO immediately in the event of any infringement or suspected infringement of such rights.

Article 14 - Confidentiality

During and after the performance of the contract between REVALIO and the Customer, for whatever reason, REVALIO undertakes not to divulge any secrets, personal or confidential information relating to the Customer of which it may have become aware during or prior to the signing of the contract. REVALIO undertakes to keep all data and/or confidential information received from the Customer strictly confidential, both during the term of the contract and after the contract has expired for any reason whatsoever, and not to refer to it in any way whatsoever without the prior written consent of the Customer. REVALIO shall not be bound by this obligation of confidentiality if it proves that the information disclosed by it constitutes either information which was in its possession or of which it was aware prior to its communication by the Customer, or information which is known to the general public.

Article 15 - Marketing & Testimonials

The Customer agrees to be contacted for testimonials about its experience with the Services, which Revalio may post online (Website, social media platforms, etc.) and use in its marketing materials. In addition, by accepting a quotation from Revalio, the Customer authorises Revalio to display the Customer's name and logo on its Website and for general marketing purposes. The Customer may revoke this authorisation at any time by email request to contact@revalio.tech.

Article 16 - Invalidity

If one or more provisions of these terms and conditions are held to be invalid or declared as such in application of a law, regulation or following a final decision of a competent court, the other provisions will retain their full force and scope.

Article 17 - Disputes and jurisdiction

Any dispute arising from the execution, interpretation, validity or cancellation of these general terms and conditions shall be governed by Belgian law and shall fall exclusively within the jurisdiction of the French-speaking courts of the judicial district of Brussels (Belgium). REVALIO and the Customer undertake to attempt to resolve any dispute amicably before commencing legal proceedings.