General terms and conditions
1. DEFINITIONS
- Services: All products and services provided by Mapwave, including, but not limited to, HR advice, sales and development of competency screenings, questionnaires, tests and tools.
- Client: Any natural person or legal entity that has or will have a contractual relationship of any kind with Mapwave.
- The Agreement: These general terms and conditions, together with the quotation, constitute the binding agreement between the parties.
2. APPLICABILITY
These general terms and conditions apply to all professional relationships between Mapwave and its Clients, unless otherwise agreed in writing between both parties. Mapwave’s general terms and conditions take precedence over those of the Client. Unless expressly stated otherwise, the Client waives the application of its own general terms and conditions. A binding Agreement between Mapwave and the Client only comes into being after the Client has signed a quotation and Mapwave has expressly accepted it. Mapwave’s liability is limited to orders that have been expressly accepted by Mapwave, in accordance with general law.
3. QUOTATION
In order to avoid disputes, work will in principle only commence once Mapwave is in possession of the quotation signed by the Client. All prices stated in the quotation are exclusive of VAT or any other taxes. Quotations are specific to the assignment for which they are issued and do not imply automatic validity for future assignments. Unless otherwise indicated, packaging, printing and delivery costs are always borne by the Client. These costs are charged to the Client by Mapwave at cost price.
All prices quoted for development work include a maximum of two review rounds, unless otherwise specifically stated in the quotation. If, after the second review round, the Client wishes to make a major change to work previously shown and approved, the work will be charged to the Client at an hourly rate (€150/per hour excluding VAT).
4. EXONERATION CLAUSE
Under no circumstances shall Mapwave be liable for indirect damage such as consequential damage, lost profit, lost savings, damage due to business interruption, loss of data, loss of reputation or loss of customers. Mapwave cannot be held liable in any way for any failure of the internet connection due to technical or other malfunctions, or due to shortcomings or errors on the part of the third party or the Client itself. Mapwave cannot be held liable for any damage suffered by the Client or a third party if the delivered product is found to be non-compliant by any other third party on whose platform (such as the Apple or Android App Store) the product is made available to the public. Any delays in delivery and/or execution shall also not give rise to any penalty, compensation, refusal to accept delivery or termination of the Agreement under these general terms and conditions by the Client.
Mapwave’s liability, to the fullest extent permitted by law, is limited to EUR 5,000 per calendar year.
The Client and Mapwave waive, to the fullest extent permitted by law, the possibility of bringing a non-contractual claim against each other and each other’s agents of execution, if the parties have the possibility of bringing a contractual claim for the damage-causing facts.
5. COSTS, LIABILITY AND CONTINUITY OF THE PLATFORM
In order to offer and conduct our surveys, tests, screenings and tools, we use a platform (app.mapwave) developed by the third party Codific Codific BV, Tervuursevest 21 bus 1501, 3001 Heverlee (Belgium), company number 0840.252.107, VAT BE 0840.252.107
a. Platform costs Unless otherwise agreed upon when ordering/commissioning, no hosting or other licence agreements will be entered into. When purchasing generic tests and/or using the platform, the price includes pay per use (generic tests) or this will be clearly stated in the pricing (surveys & 360° feedback questionnaires). By pay per use, we mean each individual purchase made via the platform.
b. Platform continuity In the event that Codific, the third party responsible for maintaining the platform, decides to terminate the service or is no longer able to continue the service, Mapwave will make every reasonable effort to:
· Provide the Clients and customers with an appropriate solution that guarantees minimal disruption.
· Facilitate the transfer of data to a new platform, provided this is technically and reasonably possible.
c. Processing of personal data When processing personal data via the platform, the Client acts as the controller and Mapwave as the processor. The processing of personal data is governed by the processing agreement.
d. Use of the platform The use of the platform, insofar as this forms part of the agreement, requires the creation of a free, personal user account. It is the user’s responsibility to keep the login details for this account confidential. The user can terminate their user account at any time.
6. BEST EFFORTS OBLIGATION
The assignment to which these general terms and conditions relate cannot be construed as an obligation to achieve a specific result, but rather as a best efforts obligation. Mapwave will do its utmost to ensure that it performs the services in accordance with best practice and in accordance with existing professional methodologies, and in doing so will reasonably and to the best of its ability comply with the applicable standards.
7. RELATIONSHIP BETWEEN THE PARTIES
Mapwave shall perform the assignment in complete freedom and independence, according to its own insight and ability. There is no hierarchical relationship between the Client and Mapwave, nor is any authority exercised.
8. INTELLECTUAL RIGHTS
All intellectual property rights and copyrights to the knowledge, services, methods, models, questionnaires, tests, tools, reports or documentation developed or made available by Mapwave remain the property of Mapwave. The Client only acquires the rights of use and powers expressly granted in these terms and conditions or otherwise. Mapwave reserves the right to use the knowledge and experience acquired in the context of this assignment for other purposes. Under no circumstances may the Client ever demand any transfer of intellectual property rights to the deliverables, unless Mapwave has agreed to this in writing.
9. MUTUAL CONFIDENTIALITY
Mapwave shall take all possible precautions to protect the interests of the Client and vice versa. Without the express consent of Mapwave, the Client may not make any material generated by Mapwave (documents, quotations, reports, tests, questionnaires, etc.) available to third parties. This provision shall remain in force for 5 years after the end of the contractual relationship.
10. CANCELLATION TERMS
Cancellation of an order by the Client must be communicated by email with a request for confirmation of receipt. In the event of cancellation up to 30 days before the start of the services, 25% of the total costs will be charged. In the event of cancellation within 30 days before the start, 50% of the total costs will be charged.
11. INDEMNIFICATION BY THE CLIENT
The Client is obliged to check the delivered products and services for possible imperfections and inaccuracies and accepts the liability arising from this. The Client indemnifies Mapwave against any liability, including claims by third parties relating to intellectual property rights and materials and data provided by the Client that are used in the performance of the agreement, including any damage resulting therefrom.
12. INVOICING & PAYMENT TERMS
The prices for the services and products are exclusive of VAT and other government levies. Payments must be made within 30 days of the invoice date, unless otherwise agreed in the agreement.
For customised projects (competency models, surveys, tool development, screenings, testing, etc.), invoices will be issued upon completion of the assignment, unless the assignment takes longer than three months or unless sub-projects/milestones have been agreed upon. If any corrections take longer than 15 days due to the Client’s failure to respond, Mapwave has the right to invoice the full amount before corrections are made.
The purchase of generic products is invoiced monthly on the basis of the completed tests/questionnaires for the month in question. Mapwave BV is entitled to increase the prices of the generic tests by a maximum of 10% per year. This increase applies to tests carried out after the introduction of the increase.
For consultancy assignments, invoices are issued monthly according to the statement of performance.
13. COMPLAINTS
Complaints must be confirmed by registered letter within seven days of the delivery or execution date. Complaints are only possible insofar as the Client has not put the delivered work into use, edited or processed it, or otherwise disposed of it.
14. COMPENSATION AND INTEREST FOR LATE PAYMENT Any late payment or non-payment shall be considered a contractual breach. In such cases, the invoice amount shall be automatically increased, without prior notice of default, by a fixed compensation of 12%, with a minimum of EUR 175. In addition, default interest of 1% per month will be charged on the outstanding amount. When calculating the interest, parts of a month are considered full months. These costs are immediately due and payable and are separate from any legal costs and interest.
15. CHANGES TO THE ASSIGNMENT
The Client accepts that the timing of the assignment may be affected if the parties agree in the interim to expand or change the approach, working method or scope of the assignment and/or the resulting work. If this leads to additional work, this will be confirmed to the Client as an additional assignment. If it has been agreed that the agreement will be implemented in phases, Mapwave may suspend the implementation of the parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.
16. FORCE MAJEURE
Neither party shall be liable to the other(s) if the non-fulfilment of its obligations is the result of circumstances beyond its reasonable control, including any advice, warning or prohibition issued by any competent local, national, foreign or supranational authority, or issued by a new policy of one of the parties with regard to, for example, travel to certain countries or regions. Without prejudice to the provisions of other articles, if the circumstances continue to prevent a party from performing its obligations for an uninterrupted period of 30 days, that party shall be entitled to terminate the agreement by giving 15 days’ written notice of termination at any time after the expiry of that 30-day period. shall be entitled to terminate the agreement by giving 15 days’ written notice at any time after the expiry of that 30-day period.
17. DURATION, TERMINATION & SUSPENSION
The commencement date and duration of the agreement are specified in the letter of engagement or quotation.
The parties may terminate or suspend the agreement under the following circumstances, to the extent permitted by law or professional rules:
A) By mutual consent.
B) In the event of material breach of contract: Either party may immediately terminate the agreement in writing if the other party breaches essential provisions that are not remedied within 30 days of a written request.
C) In the event of insolvency: Either party may immediately terminate the agreement if the other party becomes insolvent or appears to be approaching bankruptcy.
D) For regulatory reasons: Mapwave may immediately terminate or suspend the agreement if its performance would lead to legal or ethical conflicts, and may amend the agreement to avoid such conflicts.
E) Suspension: Mapwave may suspend the performance of the agreement in the event of significant adverse circumstances, without being liable for compensation, and remains entitled to payment for work already performed. Advances remain acquired in the event of non-payment.
After termination of the collaboration, all documents belonging to the Client will be made available upon request, against receipt, with the exception of documents that have already been delivered during the collaboration. Mapwave may charge administrative costs for this delivery.
If the suspension lasts longer than 30 days, either party may terminate the agreement immediately by written notice. If the agreement relates to the purchase of generic products and requires a user account on the Mapwave platform, the user account will be suspended if no generic product has been purchased for 6 months. The Client may reactivate the account for a period of 6 months after deactivation. The account will be permanently deleted 6 months after deactivation and the agreement will automatically terminate at that time.
18. PROHIBITION ON POACHING
The Client expressly undertakes, throughout the duration of the agreement and for a period of 12 months after its termination, regardless of the reason for termination, directly or indirectly employ any employee or self-employed person, partner or director of Mapwave involved in the performance of the agreement, or have him/her perform work directly or indirectly (e.g. through a legal entity) outside the framework of an agreement between the Client and Mapwave, except with the prior written consent of the other party. Any violation of this prohibition will give rise to a one-off lump sum compensation of EUR 75,000 or 12 months’ salary of the employee concerned, unless otherwise agreed in writing.
19. STORAGE OF MATERIAL
The storage of the material created is at the risk of the Client. Mapwave is not obliged to store the final documents, designs, presentations, videos, etc. created in connection with the assignment after delivery of the assignment.
20. GENERAL PROVISIONS
a) The parties undertake to attempt to resolve any dispute arising from the conclusion, performance and/or interpretation of the agreement through mutual consultation and in the spirit of the agreement. If they cannot be resolved by the parties, the disputes shall be submitted exclusively to the courts of Antwerp. b) The agreement in all its parts is governed by Belgian law, to the exclusion of the rules of private international law. c) The validity of the Agreement shall not be affected by the invalidity of any of its clauses; insofar as possible and subject to mutual agreement, the clause that is declared invalid shall be replaced by a clause that describes as strictly as possible the economic intention of the clause that has been declared invalid. The invalidity of one or more provisions shall not imply the invalidity of the Agreement.
MAPWAVE BV
Ankerrui 9/201
2000 Antwerp
VAT no.: BE0777.565.856
Email: hello@mapwave.be
Website: www.mapwave.be




















