SEMANU terms and conditions

1. Applicability

These terms and conditions apply to every quotation, order confirmation, agreement and service of SEMANU BV (company number BE0828.291.116, Kattendijkdok-Oostkaai 9, 2000 Antwerp, Belgium), hereinafter "SEMANU", towards any natural or legal person, hereinafter "the Client". By requesting a quotation or accepting a service, the Client accepts these terms and conditions in full. Any purchasing or other general terms and conditions of the Client are expressly excluded, unless otherwise agreed in writing.

2. Nature of the services

SEMANU provides independent business analysis, advice, guidance and project management in the field of software selection, implementation and governance. The services of SEMANU expressly constitute an obligation of means (best effort) and never an obligation of result. SEMANU does not develop software itself, does not supply software licences and is not an agent or representative of any software vendor. Advice, recommendations, blueprints, audits and reports are indicative; the final choice, implementation and execution remain at all times the responsibility of the Client.

3. Quotations and formation of the agreement

Quotations from SEMANU are without obligation and valid for thirty (30) days from the date of issue, unless stated otherwise. An agreement is formed as soon as the Client accepts the quotation in writing (by email or through the client portal) or as soon as SEMANU starts performing the service. Changes to the scope, planning or deliveries after acceptance are only binding if confirmed in writing by SEMANU and may give rise to price and deadline adjustments.

4. Rates, invoicing and payment

All prices are expressed in euros and exclude VAT, unless expressly stated otherwise. Unless stated otherwise in the quotation, travel and accommodation costs are not included and are charged separately in accordance with our rate list (travel per kilometre at the Belgian tax-approved flat rate; train, flight and hotel costs at actual cost upon presentation of supporting documents). Invoices are payable within thirty (30) days of the invoice date, to the account stated on the invoice. In the event of non-payment on the due date, late-payment interest equal to the statutory interest rate for commercial transactions (Belgian Act of 2 August 2002) is owed by operation of law and without notice of default, increased by fixed damages of 10% of the invoice amount with a minimum of one hundred and fifty euros (€150). In the event of non-payment, SEMANU reserves the right to suspend its services without prior notice of default.

5. Advances and invoicing rhythm

For assignments with an estimated duration of more than forty (40) working hours, SEMANU is entitled to invoice an advance of at most 50% at the start. Ongoing projects are invoiced monthly or per completed milestone, as agreed in the quotation. Subscriptions are invoiced in advance per invoicing period. Travel costs and external costs are charged together with the next periodic invoice.

6. Performance and planning

SEMANU performs the agreement to the best of its ability and with the care that may be expected of a professional consultant. Delivery periods and schedules are indicative, not binding, and may be adjusted due to external dependencies (vendor response, availability of the Client's stakeholders, external approvals, etc.). The Client undertakes to cooperate in a timely manner, including the timely delivery of information, documents, access and feedback. Delays in this cooperation fall outside the responsibility of SEMANU and may give rise to deadline extensions or a price revision.

7. Liability: limitation and exclusion

SEMANU is not liable for any direct or indirect damage arising from its services, except in the event of wilful misconduct or gross negligence on the part of SEMANU itself. Expressly excluded from liability are (non-exhaustive list):

• the performance, deliveries, defects or delays of software vendors, implementation partners, hosting providers or other third parties with whom the Client contracts directly, regardless of whether SEMANU proposed or recommended these parties;
• the accuracy, completeness or suitability of information, data or documents provided by the Client or by third parties;
• decisions of the Client that deviate from or are wholly or partly based on advice, reports or recommendations of SEMANU;
• consequential damage, loss of profit, missed savings, loss of productivity, loss of data, reputational damage or damage to third parties;
• damage caused by force majeure (see article 11);
• damage arising from the use or the operation of software, hardware, integrations or configurations developed, supplied or configured by third parties, even if SEMANU assessed them or advised on them.

The total liability of SEMANU per agreement, regardless of the legal basis, is limited to the lower of (i) the amount actually paid by the Client for the specific assignment from which the damage arises during the twelve (12) months preceding the event causing the damage or (ii) the amount paid out, where applicable, by SEMANU's liability insurer. Claims lapse one (1) year after the Client became aware or could have become aware of the damage.

8. Intellectual property

8.1 Methods and know-how. All methodologies, templates, frameworks, checklists, questionnaires, models and general know-how that SEMANU uses in performing the assignment remain the exclusive property of SEMANU. For advisory deliverables (reports, blueprints, RFP documents, audit reports) the Client obtains a non-exclusive, non-transferable right of use exclusively for its own internal business purposes. Resale, publication or disclosure to third parties is prohibited without the written consent of SEMANU.

8.2 Software: intellectual property. Where SEMANU develops or delivers software under an assignment, such as a 3D configurator, web application, portal or other business software (the "Software"), all intellectual property rights in the Software remain with SEMANU or its licensors. This includes, among other things, the copyright in the source code, the underlying engine and platform, reusable components, libraries, tools, documentation and know-how. Unless expressly agreed in writing, no intellectual property rights are transferred.

8.3 Right of use. Upon full payment of the implementation fee, SEMANU grants the Client a non-exclusive, perpetual right to use the Software for the Client's own internal business purposes. The Client receives the full source code of the Software. The right of use includes the right to use, host or have hosted, maintain, modify and further develop the Software, itself or through a third party of its choice acting on behalf and for the account of the Client. The Client imposes the same restrictions and confidentiality on that third party and remains responsible for its compliance. The right of use is not transferable, except together with the business or business unit of the Client in which the Software is used. It survives the end of any maintenance, hosting or SLA agreement. Until full payment, the Client only has a temporary right of use for testing and acceptance purposes.

8.4 Restrictions. Without the prior written consent of SEMANU, the Client may not, in whole or in part: sell, license, sublicense, rent out, lend, distribute or publish the Software, the source code or any derivative work; copy or deploy it for companies or entities other than the Client; offer it to third parties as a product or service (including software as a service).

8.5 Reuse by SEMANU. SEMANU may freely reuse the engine, generic components, techniques and know-how used or developed in the assignment, including for other clients. In doing so, SEMANU does not use any data, client-specific content or confidential information of the Client.

8.6 Client data and content. The Client remains the owner of its data and of the client-specific configuration and content it supplies or that is entered into the Software specifically for it, such as product data, prices, product rules, texts, images and logos. SEMANU uses that data and content solely to perform the agreement.

8.7 Third-party components. Open-source components and third-party software included in the Software remain subject to their own licence terms. This article does not affect those terms.

9. Confidentiality

The parties commit to strict confidentiality regarding all information exchanged in the context of the collaboration. This obligation applies both during and after the end of the agreement, for a period of five (5) years. Upon request, the parties sign a separate mutual NDA. Confidential information includes in particular: business strategies, financial data, client data, technical specifications and commercial pricing.

10. Termination

Either party may terminate the agreement by notice of default sent by registered letter with a fifteen (15) day period if the other party fails to fulfil a material obligation and does not remedy it within that period. Upon termination, all services performed and costs incurred up to that point become immediately payable. Advances are not refunded, unless the termination results from a demonstrable gross fault of SEMANU. For subscriptions, a notice period of one invoicing period applies.

11. Force majeure

Neither party is liable for any failure in the performance of the agreement caused by force majeure, including but not limited to illness, accident, technical failures at third parties, cyberattacks, strikes, war, pandemic, government measures or natural disasters. The party invoking force majeure shall inform the other party thereof without delay. If the force majeure continues for more than thirty (30) days, either party may terminate the agreement without owing any compensation.

12. Protection of personal data

SEMANU processes personal data in accordance with the GDPR and Belgian privacy law. For projects in which SEMANU processes personal data of third parties on behalf of the Client, a data processing agreement (DPA) is signed upon request. For the handling of the Client's own personal data, we refer to our privacy statement at www.semanu.be/privacy.html.

13. Applicable law and competent court

All agreements between SEMANU and the Client are governed exclusively by Belgian law, to the exclusion of the Vienna Sales Convention (CISG). Any dispute arising from or related to this agreement shall be submitted to the exclusive jurisdiction of the Enterprise Court of Antwerp, Antwerp division, Belgium, regardless of the amount or the legal basis of the claim.

14. Changes to these terms

SEMANU reserves the right to amend these terms and conditions. The version applicable to a specific agreement is the version available on the website at the time the quotation is issued. Changes are not applied retroactively to ongoing agreements.

15. Contact and notices

All notices to SEMANU must be addressed in writing to: SEMANU BV, Kattendijkdok-Oostkaai 9, 2000 Antwerp, Belgium or by email to hello@semanu.be.

Version: October 2026 · Company number BE0828.291.116