Terms & Conditions
Article 1 - Purpose
The purpose of these general terms and conditions is to define the contractual relationship between SRL REVALIO, whose registered office is at Avenue Emile de Beco 74/1, 1050 Brussels, Belgium, and registered with the Crossroads Bank for Enterprises under number 1008.958.960 (hereinafter referred to as "REVALIO"), and its professional customers (hereinafter "Customer")
REVALIO offers and sells to professional Customers a range of services and solutions in the field of water management and treatment. Services include, but are not limited, to water audits, save & reuse engineering, lab & pilot tests (hereinafter the "Services"). REVALIO also offers design, procurement, installation, commissioning, operation support and maintenance services of customized water monitoring or treatment installations (hereinafter “Equipment”).
These terms and conditions take precedence over all other terms and conditions contained in any other document, unless expressly agreed otherwise in writing by REVALIO. 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 Customer places the order for REVALIO Services.
Article 2 - Acceptance of conditions
The Customer acknowledges having read and understood these REVALIO terms and conditions and expressly declares that he accepts them without reservation. Confirmation of an 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 changes to the scope of orders requested by the Customer must be agreed in advance in writing with REVALIO before any such changes are implemented.
If the Customer cancels an order already confirmed, the Customer shall pay a penalty equal to 10% of the value of the order except demonstration of greater damage and shall reimburse any Equipment(s) already purchased by REVALIO and any Services already rendered.
Article 4 - Offers and prices
REVALIO offers its prices to Customers by e-mail, free of charge. Each quotation remains valid for thirty (30) working days, allowing the Customer to make an informed decision.
The Customer may accept the quotation by returning it signed by email to REVALIO or by any other method expressly accepted by 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 equipment supply, unless otherwise agreed between parties, price is quoted in Euros (€), excluding taxes, insurance, duties, transport costs 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.
Delivery or execution schedules for Equipment or Services are indicative and non-binding. Exceeding these schedules does not entitle the Customer to claim any compensation.
REVALIO reserves the right to modify its prices, with prior notice to the Customer.
Article 5 – Equipment delivery
Unless the Parties agree to Incoterms having different effects, the delivery of the Equipment is carried out FCA (Incoterms®2020). The passage of risk and the danger of loss/damage of the Equipment will be transferred to the Customer in accordance with this term.
The transfer of risk shall take place in accordance with the Incoterms delivery terms agreed for the sale, as specified in the Contract.
The transfer of ownership of the Equipment to the Customer shall occur only after full payment of the total Contract price has been received by REVALIO.
Until full payment is made, REVALIO retains full title to the Equipment, regardless of whether delivery or installation has already taken place.
Delivery times are indicative and non-binding.
Article 6 – Equipment warranty
REVALIO guarantees that the Equipment sold is produced in compliance with the applicable EU legislation.
REVALIO warrants that, for a period of twelve (12) months from the date of commissioning, the Equipment will be free from defects in material and workmanship, in accordance with the Warranty Document provided with the Contract. This document defines the scope, conditions, exclusions, and procedures applicable to the product and performance warranties.
The Customer must comply with all conditions outlined in the Warranty Document for either warranty to remain valid, including proper use, maintenance, storage of spare parts, and timely replacement of wear components. Failure to meet these requirements will cancel the warranty.
Warranty claims must be submitted in writing within seven (7) days of delivery for visible defects. REVALIO’s obligation is limited to the repair or replacement of defective components, as defined in the Warranty Document.
REVALIO shall remain liable for any hidden defects affecting the Equipment that render them unfit for their intended use or which impair their use in such a way that the Customer would not have acquired them, or would have only paid a reduced price, had they been aware of such defects.
The Customer must notify REVALIO in writing of any hidden defect without delay and, in any event, no later than seven (7) calendar days following the date on which the defect was discovered, failing which REVALIO shall be released from any liability in this regard.
REVALIO’s liability for hidden defects shall be limited, at its discretion, to the repair or replacement of the defective Equipment or component. No other costs, damages, or indemnities shall be borne by REVALIO, and any claims in relation to hidden defects shall in all circumstances be subject to the same liability limitations and exclusions set forth in Article 10 of these Terms and Conditions.
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, unless specifically agreed in the Contract, 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 Equipment and Services, and nothing herein shall be construed as limiting 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 who 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 (including specific training, if required) and to ensure compliance with safety standards for REVALIO and on site in the event of on-site intervention.
In the event that safety requirements are not met, or if REVALIO is not properly informed of specific safety risks, procedures, or equipment (e.g., personal protective equipment such as helmets, harnesses, etc.), the Customer shall bear full responsibility for any resulting incidents, damages, or injuries.
REVALIO shall not be held liable for any harm, delays, or costs arising from the Customer’s failure to provide or enforce adequate safety measures on-site.
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, any subsequent changes may incur additional costs.
REVALIO, after informing the Customer, reserves the right to make constructive changes to the technical data or models of the Equipment sold deriving from technological developments or modernizations that do not in any way lead to a deterioration of the parameters, technical characteristics, or functionality of the object.
Article 8 - Payment terms
Invoices issued by REVALIO are payable by the Customer within thirty (30) 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 immediate 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 may offer progress-based remuneration, with invoicing at key milestones, such as the project stages.
REVALIO may offer 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.
The non-payment of any single invoice by its due date shall automatically render the outstanding balance of all other invoices, even those not yet due, immediately payable.
Article 9 - End of contract
In the case of intellectual services, the contract is considered completed upon full performance of the Services as defined in the relevant quotation or agreement. No further obligations shall remain once the deliverables have been provided and accepted by the Customer, unless expressly agreed otherwise.
In the case of Equipment supply, the contract shall end upon delivery of all ordered Equipment. In the event of early termination by the Customer, the latter shall reimburse REVALIO for any costs incurred, including but not limited to, supplier cancellation fees, costs of materials already ordered or delivered, and expenses related to handling or restocking.
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 (15) days following the date of dispatch of the said registered letter, no remedy or adequate remedy has been provided 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 number of damages include lost profits or avoided losses
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 applicable regulations including 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 — including, but not limited to, pandemics, wars, terrorist attacks, natural disasters, government restrictions, labor disputes, and more generally any unforeseeable or external circumstance beyond the reasonable control of REVALIO — which prevents, delays, or makes impossible the proper or timely performance of its obligations, REVALIO shall have the right to suspend, delay, or cancel the execution of current orders or services, without any liability for compensation.
The party claiming to be affected by a case of force majeure must notify the other party in writing without delay, both upon the occurrence and upon cessation of the force majeure event. Failure to do so entitles the other party to claim compensation for any additional costs incurred as a result of the missing or delayed notification, which could reasonably have been avoided.
If the situation of force majeure lasts for more than fifteen (15) consecutive days, REVALIO reserves the right to cancel its obligations or terminate the contract without any compensation or further recourse for the Customer.
In addition, if an unforeseeable event arises — beyond the control of either party — which makes the execution of contractual obligations excessively onerous or commercially unreasonable, REVALIO and the Customer agree to meet as soon as possible to renegotiate the terms of the agreement in good faith.
Article 13 - Intellectual Property
Revalio and its applicable suppliers shall remain the sole and exclusive owner of all intellectual property rights, including but not limited to trade secrets, inventions, copyrights, software, know-how, methodologies, and any other intellectual property relating to the Equipment or services supplied hereunder, as well as any upgrades, changes, modifications, or alterations thereto, whether developed in consultation with Revalio or by Revalio alone (the “Intellectual Property”).
Except for the limited rights of use expressly granted by Revalio, CUSTOMER does not acquire any ownership rights or licenses in or to such Intellectual Property. Any software supplied with the Equipment or used by Revalio in the performance of its services is licensed solely for use in connection with such Equipment or services in the form in which it is supplied. CUSTOMER further agrees not to disassemble, analyse, or reverse-engineer any Equipment or software supplied hereunder.
Notwithstanding the foregoing, in the event that Revalio develops specific engineering, documentation, or deliverables uniquely and exclusively for CUSTOMER pursuant to a written agreement expressly transferring such rights, such specific deliverables shall become the property of CUSTOMER provided that all contractual obligations, including payment, have been fully fulfilled by CUSTOMER. In all other cases, all intellectual property remains the exclusive property 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 can demonstrate that the information disclosed was already in its possession or known prior to its communication by the Customer or is in the public domain.
Article 15 - Marketing & Testimonials
The Customer agrees to be contacted for testimonials regarding 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.