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Rematics General Terms and Conditions 2026

  1. General Terms and Conditions, offer, proposal, quotation, and agreement

    1. Language: These General Terms and Conditions are available in Dutch and English. In the event of any discrepancy in interpretation, the Dutch version shall prevail.
    2. Definition of Rematics: In these General Terms and Conditions, "Rematics" means: Rematics BV, with its registered office at Herkenrodesingel 14, 3500 Hasselt (Belgium).
    3. Applicability: These General Terms and Conditions apply to all offers, quotations, and agreements regarding products and services provided by Rematics, unless expressly agreed otherwise in writing.
    4. Offers: All offers are non-binding. An agreement only comes into effect after written confirmation of the order by Rematics (an email suffices). The Customer guarantees that the data on which the offer is based are correct and complete.
    5. Customer's Own Terms: The Customer declares that its own purchasing terms and conditions do not apply to agreements with Rematics, unless expressly agreed otherwise in writing.
    6. Validity of Provisions: If one or more provisions of these General Terms and Conditions are void or annulled, the remaining provisions shall remain fully in force.

  2. Price and payment

    1. Prices: All prices stated by Rematics are exclusive of VAT and other government-imposed levies, and exclusive of any travel expenses.
    2. Travel Expenses: Travel expenses will be charged according to the then-current price schedule of Rematics. These expenses apply to on-site interventions, unless agreed otherwise or in the case of a warranty claim. The rates are indexed annually.
    3. Price Indexation: Rematics applies an annual price indexation to all its rates based on the Belgian health index. The new rates will be applied upon the renewal of licenses and will be communicated before the start of the new calendar year.
    4. Payments: All payments shall be made in euros by bank transfer, stating the reference on the invoice. Invoices must be paid within thirty (30) days of the invoice date, unless agreed otherwise in writing.
    5. Licenses: Licenses are invoiced in advance for the full calendar year. In the event of automatic renewal, the new rate is applied annually as of January 1st. Incomplete years are invoiced pro-rata at the start of the collaboration.
    6. Late Payment Interest: In the event of non-payment by the due date, late payment interest of 1% per month shall be due by operation of law and without prior notice of default, increased by a fixed compensation of 10% on the outstanding amount, with a minimum of 95 euros.
    7. Suspension of Licenses: If an invoice remains unpaid for more than 90 days after the due date, Rematics reserves the right to suspend or terminate the use of the associated software licenses.
    8. Advance Payment or Guarantee: If the financial situation of the Customer warrants it, Rematics may request an advance payment or an appropriate guarantee. In the event of refusal, Rematics has the right to dissolve the agreement.
    9. No Set-Off: The Customer is not entitled to apply any set-off.
    10. Acceptance of Invoice: In the absence of a written protest within fourteen (14) business days after dispatch, the invoice shall be deemed irrevocably accepted.
    11. Exchange Rate Adjustment: When purchasing licenses in USD, Rematics reserves the right to adjust the price if the exchange rate deviates by more than 3% between order and payment. If the Customer does not agree, Rematics may cancel the order free of charge.

  3. Confidential Information and Non-Solicitation

    1. Confidential Information: All information provided by one party to the other that is designated as confidential or should reasonably be considered confidential is considered Confidential Information. This includes, but is not limited to, technical documentation, software, algorithms, reports, and all project-related communication.
    2. Use and Protection: The receiving party shall use Confidential Information solely for the performance of the agreement, protect it with at least the same degree of care as its own confidential data, and shall not disclose it to third parties without the prior written consent of the other party.
    3. Exceptions: This obligation does not apply to information that (i) was already public, (ii) was lawfully obtained from a third party, (iii) was independently developed without the use of the confidential information, or (iv) must be disclosed pursuant to law or a court order.
    4. Return or Destruction: Upon termination of the agreement or as soon as the information is no longer required, the receiving party shall, upon request, destroy or return all confidential information, except for one copy that Rematics may retain for quality control or archiving purposes.
    5. Sharing with Employees: Confidential information may only be shared with employees, subcontractors, or suppliers of the receiving party who require this information for the performance of the agreement, and under an equivalent duty of confidentiality.
    6. Non-Solicitation: The Customer undertakes, during the term of the agreement and for a period of twelve (12) months following its expiry, not to directly or indirectly recruit, approach, or recommend to third parties any employees of Rematics who were involved in the performance of the agreement.
    7. Compensation: In the event of a breach of the non-solicitation prohibition, the Customer shall owe Rematics a lump-sum compensation. This compensation shall be equivalent to the annual license fees paid by the Customer to Rematics for the system or project concerned, with a minimum of five thousand euros (€ 5,000), without prejudice to Rematics' right to claim additional compensation if the actual damage is higher.

  5. Retention of title and rights of use

    1. Hardware Ownership: All hardware and physical components delivered by Rematics remain the property of Rematics until full payment of all associated invoices, including any interest or costs. Until that time, the Customer may not transfer, pledge, or alienate the goods.
    2. Software Right of Use: The Customer acquires a non-exclusive, non-transferable right of use for the software made available by Rematics, exclusively for internal use and solely for the duration of the valid license agreement. This right of use expires automatically upon termination or suspension of the agreement.
    3. Granting of Right of Use: The right of use is granted after delivery of the necessary hardware and alignment of the system to the customer context by the Rematics team. From this moment on, the Customer's payment obligation for this right of use begins, whereby the invoice is sent after commissioning with a payment term of thirty (30) days. Rematics is entitled to restrict or suspend access to the software if payments are not made after the specified payment term.
    4. Intellectual Property Rights: All intellectual property rights to the software remain fully and exclusively the property of Rematics or its licensors. The Customer acquires no right whatsoever to the source code or other elements of the software, unless expressly agreed otherwise in writing.

  6. Transfer of risk

    1. Transfer of Hardware Risk: The risk of loss, damage, or theft of hardware delivered by Rematics passes to the Customer at the moment the hardware is physically delivered or installed at the Customer's premises or a location designated by the Customer.

  8. Delivery terms and installation

    1. Indicative Terms: All delivery terms specified by Rematics are indicative and non-binding. Delays cannot give rise to cancellation of the order, compensation, or suspension of payment, unless agreed otherwise in writing.
    2. No Liability for Delay: Rematics is not liable for delays caused by third parties, force majeure, or circumstances beyond its reasonable control, including production issues at suppliers, transport problems, or unavailability of components.
    3. Delay by Customer: If the Customer delays the execution of the delivery (for example, due to missing information, an inaccessible location, or a postponed installation), Rematics is entitled to invoice the costs incurred or the time reserved.
    4. Preparation and Cleanliness during Installation: The Customer is solely responsible for ensuring that the vehicles are thoroughly cleaned prior to an on-site installation or intervention. The vehicle must be free of grease, waste residues, and severe odor nuisance, so that Rematics' employees can perform the work under safe and hygienic conditions. If a vehicle does not meet these hygiene requirements upon arrival of the Rematics team, Rematics reserves the right to refuse or suspend the installation. All resulting costs, including but not limited to abortive travel expenses and waiting hours, will be fully passed on to the Customer.

  10. Liability

    1. Best-Efforts Obligation: The obligations of Rematics are best-efforts obligations. Rematics strives for the correct operation of its products and services, but does not guarantee error-free operation. The Customer acknowledges that AI systems as supplied by Rematics function probabilistically and may exhibit errors in exceptional cases.
    2. Limited Liability: Rematics is solely liable for damage that is the direct and demonstrable result of an intentional fault or gross negligence on its part. In all other cases, including minor faults or unforeseen technical limitations, liability is excluded.
    3. Exclusion of Consequential Damages: Rematics shall in no event be liable for consequential damages, loss of profits, reputational damage, loss of data, damage to third parties, or any other form of indirect or intangible damage.
    4. Maximum Liability: In cases where Rematics is nevertheless held liable, the total liability is limited to the amount that the Customer effectively paid for the relevant delivery or service during the twelve (12) months preceding the damaging event, with an absolute maximum of twenty-five thousand euros (€ 25,000) per damaging event.
    5. Limitation Period: Any claim for compensation against Rematics expires definitively twelve (12) months after the damaging event


  11. Intellectual Property

    1. Ownership of Intellectual Rights: All intellectual property rights, including but not limited to copyrights, neighboring rights, database rights, patents, design rights, trademarks, know-how, and technical methods, regarding the software, algorithms, datasets, embedded systems, hardware configurations, technical documentation, and derivative works developed or made available by Rematics, rest exclusively with Rematics or its licensors, regardless of any contribution or input from the Customer. No provision in this agreement can be interpreted as a transfer of such rights to the Customer.
    2. Limited Right of Use for Software: Rematics grants the Customer, under the condition precedent of full payment of the fees due, a limited, non-exclusive, non-transferable, and non-sublicensable right to use the software, solely for internal use within the Customer's business, and exclusively for the duration of the valid license agreement.
    3. Restrictions on Software Use: The Customer is expressly prohibited, subject to mandatory statutory exceptions, from reproducing, decompiling, disassembling, reverse engineering, or in any way modifying, translating, or otherwise exploiting all or part of the software or other intellectual performances provided by Rematics, in whole or in part, outside the limits of the granted right of use.
    4. Ownership of Feedback and Improvements: Suggestions, feedback, improvements, or functional extensions developed by or in cooperation with the Customer within the framework of the execution of this agreement do not result in any claim to ownership or co-ownership. All rights thereto vest entirely in Rematics, unless agreed otherwise in writing.
    5. Use of Operational Data: The Customer acknowledges and accepts that Rematics, in the context of the execution of this agreement, may obtain access to operational data, including but not limited to video images, detection results, system feedback, and other data generated by or through the products and services of Rematics. Rematics is entitled to collect, process, and reuse this data, solely for internal purposes such as quality control, error detection, algorithm improvement, model training, and general product development. Rematics guarantees that this will be done in compliance with applicable data protection regulations and only in anonymized or aggregated form if the nature of the data so requires.

  13. Force Majeure

    1. Definition of Force Majeure: Force majeure means: any circumstance beyond the control of Rematics that makes the performance of its obligations temporarily or permanently impossible, including but not limited to: natural disasters, pandemics, fire, war, strikes, riots, power failures, network or cloud provider failures, delays or lack of deliveries by suppliers, government measures, and failures in telecommunications networks.
    2. Suspension of Obligations: In the event of force majeure, the performance of Rematics' obligations shall be suspended for as long as the force majeure situation continues, without Rematics being liable for any compensation.
    3. Termination in Case of Prolonged Force Majeure: If the force majeure situation continues for more than ninety (90) days, each party has the right to terminate the agreement in writing without any compensation. Performance already delivered or costs incurred shall nevertheless remain due.

  15. Termination of the agreement

    1. Term and Renewal of License Agreements: Agreements relating to software licenses are entered into for an initial term of one (1) year and are thereafter tacitly renewed for successive periods of one (1) year, unless written notice of termination is given by the Customer at least three (3) months prior to the end of the current period.

    2. Early Termination by Customer: The Customer has the right to terminate the agreement early, but this does not give any right to a refund, set-off, or restitution of fees already invoiced and paid, even pro rata temporis.

    3. Termination for Material Breach: Each party has the right to terminate the agreement in whole or in part without judicial intervention and without compensation in the event of a material contractual breach by the other party, subject to prior written notice of default and a cure period of at least thirty (30) calendar days.

    4. Immediate Termination: Each party may terminate the agreement immediately if the other party is declared bankrupt, is in cessation of payments, or definitively ceases its activities.

    5. Consequences of Termination: Upon termination of the agreement, the right to use the software automatically expires, and Rematics is entitled to technically block access to the software. Hardware that has been fully paid for remains the property of the Customer; unpaid hardware remains the property of Rematics until full payment.

    6. Data Export: Within a period of sixty (60) days after termination of the agreement, Rematics will, at the request of the Customer, provide an export of the remaining operational data in a common file format. Thereafter, Rematics reserves the right to permanently delete all data.


  16. Applicable law and dispute resolution

    1. Applicable Law: This agreement is exclusively governed by Belgian law. The application of the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Sales Convention or CISG) is expressly excluded.

    2. Competent Court: All disputes arising out of or in connection with this agreement fall under the exclusive jurisdiction of the courts of the judicial district of Limburg, Hasselt division.

    3. Arbitration and Mediation: In the event of a cross-border dispute or on the initiative of one of the parties, disputes may be submitted to the Belgian Centre for Arbitration and Mediation (CEPINA), in accordance with its regulations. The arbitration procedure shall take place in Dutch, with its seat in Brussels or Hasselt. This provision does not exclude the right of parties to turn to the ordinary courts.


  17. Final Provisions

    1. Entire Agreement: These general terms and conditions, together with the offer, order confirmation, and any annexes, constitute the entire agreement between the parties and replace all prior oral or written agreements.
    2. Written Amendments: Deviations or additions to these terms and conditions are only binding if they are confirmed in writing and expressly by both parties.
    3. Partial Invalidity: If one or more provisions of these general terms and conditions are void or annulled, the remaining provisions shall remain fully in force. In that case, the parties will consult to replace the void or annulled provision with a provision that aligns as closely as possible with the purpose and scope of the original provision.
    4. No Waiver: The fact that Rematics does not enforce or exercise a right or provision of these general terms and conditions does not constitute a waiver of that right or provision. A waiver of rights is only valid if it is expressly confirmed in writing by Rematics.
    5. Business Model Provisions: The provisions in these terms and conditions have been drafted taking into account Rematics’ business model, whereby hardware remains property until full payment, software is subject to a temporary right of use linked to an active license, and the software can be deactivated in the event of overdue payment of more than 90 days. Price indexation occurs annually based on the Belgian health index at the start of the calendar year, and SLA agreements include, among other things, a hardware warranty of 24 months, software support within the agreed terms, and the charging of travel expenses according to an indexed price schedule, unless it concerns a warranty case. Customer data may be used for internal AI model improvement, within the limits of applicable legislation and under strict confidentiality provisions.

  19. Service Level Agreement (SLA)

    1. Hardware Warranty

      1. Warranty Period: Rematics grants a standard commercial warranty of twenty-four (24) months on its delivered hardware, counting from the date of physical delivery or installation.
      2. Warranty Coverage: This warranty covers defects resulting from manufacturing or material faults. Damage due to incorrect use, external causes (such as shocks, force majeure, vibrations, moisture, dust, or tampering), or manipulations by third parties are excluded.
      3. Warranty Handling: In the event of a valid warranty claim, Rematics will repair or replace the defective part free of charge, including production costs and transport of the replacement part. On-site interventions are only covered by the warranty if necessary and explicitly confirmed by Rematics.

      4. Support Availability for 5 Years: In addition to the standard warranty of 24 months, Rematics undertakes to keep support available for a period of five (5) years from the delivery date. During this period:

        • Rematics provides technical support for the hardware model concerned and the software version installed thereon;

        • Replacement parts remain available, or functional equivalents are offered where necessary;

        • Software updates and security patches are kept compatible with the original hardware as far as possible.

      5. This extended support does not imply an extension of the warranty. Outside the warranty period, standard rates for repair and intervention apply, in accordance with the current price schedule.

    2. Software support and updates

      1. Remote Support: During the term of the license agreement, Rematics provides corrective software support via remote intervention.
      2. Response Time for Critical Issues: For urgent software problems that lead to system downtime or serious loss of functionality, Rematics undertakes to a maximum response time of four (4) business hours after notification.
      3. Resolution of Non-Critical Bugs: Non-critical bugs are resolved within a reasonable timeframe, depending on impact and development planning.
      4. Support Conditions: Support is only provided if the license is active and all invoices have been paid.

    3. Notifications and communication

      1. Notification of Urgencies: Support requests for urgent bugs must be reported in writing via the email address support@rematics.be, accompanied by relevant logs or visual material if possible.

    4. Intervention policy and travel expenses

      1. Remote Intervention Preference: All interventions take place preferably remote. On-site interventions are only carried out if necessary or in the event of a valid warranty claim.
      2. Charging Travel Expenses: If it appears that an intervention was caused by incorrect use, customer-specific infrastructure, or external influences, Rematics reserves the right to charge travel expenses based on the then-current price schedule.
      3. Indexation of Rates: These rates are indexed annually in accordance with Article 2.c.