General Terms and Conditions of Service
These General Terms and Conditions of Service (the “GTC”) govern the provision of services by Quarks SRL (“Quarks”, “we”, “us”) to its professional clients (“Client”, “you”). They apply to business-to-business (B2B) relationships only; Quarks does not contract with consumers.
Last updated: 10 June 2026
1. Definitions
- Services — the consulting, advisory, executive (CxO-as-a-Service), and value-stream, service and product development services provided by Quarks, as described in a Proposal or Statement of Work.
- Proposal / Statement of Work (SOW) — the document describing the scope, deliverables, pricing, planning and any specific terms of an Engagement, accepted by the Client.
- Engagement — a specific assignment performed by Quarks under a Proposal/SOW to which these GTC apply.
- Deliverables — the reports, documents, designs, software, configurations or other work products that Quarks creates specifically for the Client under an Engagement.
- Background IP — any methodology, framework, know-how, tool, template, software, model or material owned or developed by Quarks independently of the Engagement (including before or outside it).
2. Scope and Application
2.1. These GTC apply to every offer, Proposal, SOW, order and contract for Services between Quarks and the Client, and form an integral part of each Engagement.
2.2. In case of conflict, the order of precedence is: (i) the specific terms of a signed Proposal/SOW; (ii) these GTC; (iii) any other document.
2.3. The Client’s own general or purchasing terms are expressly excluded and do not bind Quarks, regardless of when they are communicated and even absent objection by Quarks.
2.4. For Engagements with public-sector bodies, mandatory public-procurement law and the terms of the relevant contract or tender prevail over these GTC to the extent of any conflict.
2.5. Quarks may update these GTC; the version in force at the date of the relevant Proposal/SOW applies to that Engagement.
3. Formation of the Contract
3.1. Proposals issued by Quarks are valid for thirty (30) days unless stated otherwise, and are non-binding until accepted.
3.2. A contract is formed when the Client accepts a Proposal/SOW in writing (including by email or electronic signature), or when Quarks begins providing the Services at the Client’s request.
4. Nature of the Services
4.1. Quarks provides its Services with due skill, care and diligence, as a best-efforts obligation (obligation de moyens). Quarks does not undertake an obligation of result and does not guarantee any specific commercial, financial or operational outcome, which depends on factors outside Quarks’ control.
4.2. The Services may include, without limitation: executive technology leadership on a fractional, interim or longer-term basis (CxO-as-a-Service); technology advisory (digital transformation and evolution, IT strategy, cloud, artificial intelligence, EU digital sovereignty, enterprise architecture, data, cyber-security, IT security risk management, AI governance, security and audit, and support to public-procurement and tender processes); and the design and delivery of value streams, services, products and data/AI solutions.
4.3. Quarks performs the Services as an independent contractor. Nothing in these GTC creates an employment relationship, partnership, joint venture or agency between the parties.
5. Client Obligations
5.1. The Client shall cooperate in good faith and provide, in good time, the information, access, systems, decisions, resources and personnel reasonably required for Quarks to perform the Services.
5.2. The Client is responsible for the accuracy and completeness of the information it provides and for the decisions it takes on the basis of the Services.
5.3. Delays, omissions or inaccuracies attributable to the Client may affect planning, Deliverables and price; Quarks is not liable for their consequences, and the resulting additional effort may be charged.
6. Pricing and Billing Models
6.1. Prices are stated in the Proposal/SOW and are exclusive of VAT and of reasonable expenses (travel, accommodation, specific third-party costs), which are charged in addition unless agreed otherwise. VAT applies at the applicable rate; for cross-border B2B supplies within the EU, the reverse-charge mechanism applies where its conditions are met.
6.2. Quarks bills its Services on one or more of the following bases, as set out in the Proposal/SOW:
- (a) Time and materials — at the agreed daily or hourly rates, against time actually spent;
- (b) Fixed price — a fixed fee for a defined scope, subject to the change-control procedure in Article 8;
- (c) Retainer / recurring — a recurring fee (e.g. monthly) for an agreed capacity or ongoing mandate, payable whether or not the Client calls off the full capacity, unless agreed otherwise.
6.3. Quarks may revise its standard rates once per calendar year, in line with a relevant cost or wage index or by reasonable advance notice; revised rates are communicated in advance and do not apply to fixed-price scope already accepted. If the Client does not accept a revised rate, it may terminate the affected Engagement on written notice.
7. Invoicing and Payment
7.1. Unless the Proposal/SOW states otherwise, Quarks invoices monthly in arrears for time-and-materials and retainer Services, and on the agreed milestones for fixed-price Services.
7.2. Invoices are payable within thirty (30) days of the invoice date, in euro, without discount or set-off.
7.3. Any dispute concerning an invoice must be notified in writing, with reasons, within thirty (30) days of the invoice date; failing which the invoice is presumed accepted as to its amount and calculation, unless proven otherwise. This does not affect the Client’s rights regarding the conformity of the Services. A dispute does not suspend the obligation to pay undisputed amounts.
7.4. Pursuant to the Belgian Law of 2 August 2002 on combating late payment in commercial transactions, any invoice unpaid at its due date bears, automatically and without prior notice, late-payment interest at the statutory rate (the ECB reference rate plus eight percentage points, rounded up to the next half-point, as published in the Moniteur belge), and entitles Quarks to the fixed recovery indemnity of forty euros (€40) and, without prejudice thereto, to the reasonable costs of recovery exceeding that amount.
7.5. In the event of late payment of undisputed amounts, Quarks may, after written notice and a reasonable opportunity to remedy, suspend the Services until full payment. Quarks is not liable for the consequences of a suspension lawfully exercised under this clause, without prejudice to §14.4.
8. Change Control (fixed-price Engagements)
8.1. Any change to the scope, Deliverables or assumptions of a fixed-price Engagement is handled through a written change request describing the change and its impact on price and planning. Quarks is not required to begin changed work until the change is accepted in writing.
9. Term, Duration and Termination
9.1. An Engagement runs for the duration set out in the Proposal/SOW. Ongoing or recurring Engagements are concluded for a fixed term not exceeding twelve (12) months, renewable by written agreement of the parties.
9.2. Either party may terminate an Engagement for convenience on thirty (30) days’ prior written notice, unless a different notice period is set out in the Proposal/SOW. The Client remains liable for Services rendered and for non-cancellable commitments up to the effective date of termination.
9.3. Either party may terminate an Engagement with immediate effect, by written notice stating the breaches relied on, if the other commits a sufficiently serious breach not remedied within fifteen (15) days of written notice, or becomes insolvent or subject to bankruptcy or judicial reorganisation.
9.4. Termination does not affect rights or obligations accrued beforehand. The Articles on confidentiality, intellectual property, liability, non-solicitation, and governing law survive termination.
10. Intellectual Property
10.1. Subject to full payment of all sums due for the relevant Engagement, Quarks assigns to the Client the intellectual property rights in the Deliverables created specifically for the Client under that Engagement.
10.2. Quarks retains all rights in its Background IP. Where Background IP is incorporated in a Deliverable, Quarks grants the Client a non-exclusive, non-transferable, perpetual right to use it as part of, and for the purpose of, that Deliverable.
10.3. Quarks remains free to use the general knowledge, skills, experience and know-how acquired in the course of an Engagement.
10.4. Deliverables may incorporate third-party or open-source components, which remain subject to their own licences; Quarks informs the Client of material components of this kind.
10.5. The assignment under §10.1 covers the economic rights in the Deliverables for all modes of exploitation now known, for the full legal term of protection and worldwide — including the rights of reproduction, adaptation, translation, communication to the public and distribution. Quarks warrants that it has validly acquired those rights from the natural-person authors. To the fullest extent permitted by Article XI.165 of the Code of Economic Law, those authors waive the exercise of their moral rights as regards modifications, adaptations and attribution made in the normal exploitation of the Deliverables; it being understood that a global waiver of the future exercise of moral rights is void and that the authors retain the right to object to any modification prejudicial to their honour or reputation.
11. Confidentiality
11.1. Each party shall keep confidential the non-public information of the other disclosed in connection with an Engagement, use it solely for the Engagement, and protect it with the same care as its own confidential information — for the duration of the Engagement and five (5) years thereafter.
11.2. This does not apply to information that is or becomes public without breach, was lawfully known beforehand, is independently developed, or must be disclosed by law or public authority (with prior notice where lawful).
12. Data Protection
12.1. Each party complies with Regulation (EU) 2016/679 (GDPR) and applicable Belgian data-protection law.
12.2. Where Quarks processes personal data on behalf of the Client in performing the Services, it acts as processor, and the parties shall enter into a data processing agreement in accordance with Article 28 GDPR. Quarks’ processing of personal data as controller is described in its Privacy Policy.
13. Non-Solicitation
13.1. During each Engagement and for twelve (12) months after it ends, neither party shall actively solicit for employment or engagement, or hire, any consultant, employee or other member of the other party’s personnel who was involved in the Engagement, without that party’s prior written agreement. Responding to a public recruitment advertisement is not, in itself, a breach of this clause.
13.2. The parties may, by written agreement, reduce or waive this restriction, including against payment of an agreed indemnity reflecting the affected party’s recruitment and onboarding investment.
14. Liability
14.1. Quarks is liable only for direct damage resulting from a proven failure to meet its best-efforts obligation. The same caps and exclusions under this Article apply where such damage is claimed on an extra-contractual basis.
14.2. Quarks’ total aggregate liability under or in connection with an Engagement, per claim and per contract year, is limited to the greater of (a) the total amount invoiced by Quarks for the one (1) month preceding the event giving rise to the liability and (b) forty thousand euros (€40,000), unless a different cap is agreed in the Proposal/SOW. This limitation shall be applied so as never to deprive the contract of its substance; if it otherwise would, it is reduced to the highest amount enforceable under Belgian law rather than treated as unwritten.
14.3. Subject to §14.4, Quarks is not liable for indirect or consequential damage, including loss of profit, revenue, savings, goodwill, business or opportunity, or third-party claims. This exclusion does not cover loss of or damage to data directly caused by Quarks’ breach.
14.4. The limitations and exclusions in this Article override §§14.1 to 14.3 and do not apply in the event of fraud or intentional fault (faute intentionnelle), gross negligence (faute lourde) of Quarks, or in any case where liability cannot lawfully be limited (including death, personal injury, or harm to physical or psychological integrity).
14.5. Any claim by either party must be brought within twenty-four (24) months of that party becoming aware of the event giving rise to it, failing which it is time-barred. This time limit does not apply to claims based on fraud, intentional fault, or gross negligence.
14.6. The limitations and exclusions in this Article apply irrespective of the legal basis or characterisation of the claim, whether contractual or extra-contractual (including any claim under Articles 6.3 et seq. of the Civil Code). The Client agrees that: (a) Quarks may invoke them against any extra-contractual claim arising out of or in connection with the Engagement; and (b) the Client shall not bring an extra-contractual claim against Quarks’ directors, employees, agents, subcontractors or delivery partners (auxiliary persons / hulppersonen) acting in the performance of the Engagement, and to the extent such a claim is nonetheless brought, each such person may invoke this Article as if they were a party to it — the Client accepting that these defences are stipulated for their benefit within the meaning of Article 6.3, §2 of the Civil Code. This §14.6 is without prejudice to §14.4 and to any liability that cannot lawfully be limited.
15. Remedies for Deliverables
15.1. If a Deliverable does not materially conform to the agreed specification, and the Client notifies Quarks in writing within thirty (30) days of delivery, Quarks will, as the Client’s primary remedy, use reasonable efforts to correct or re-perform the non-conforming part within a reasonable time. If correction or re-performance fails within a reasonable time, the Client is entitled to a proportionate reduction of the price or to damages within the limits of Article 14. This Article is subject to §14.4.
16. Subcontracting and Assignment
16.1. Quarks may use subcontractors or delivery partners to perform parts of the Services, remaining responsible for their work as for its own. The Client’s remedies in respect of work performed by subcontractors or delivery partners are subject to Article 14 (including §14.6), whether the claim is made against Quarks or directly against the subcontractor or delivery partner.
16.2. Neither party may assign the contract without the other’s prior written consent, save that Quarks may assign to a successor of its business.
17. Force Majeure and Change of Circumstances
17.1. Neither party is liable for failure or delay caused by events beyond its reasonable control (including natural events, war, civil unrest, strikes, epidemics, failures of utilities, networks or third-party services, and acts of authority). The affected party informs the other promptly. If force majeure lasts more than sixty (60) days, either party may terminate the affected Engagement.
17.2. If a change of circumstances unforeseeable at the date of the Proposal/SOW and not attributable to the affected party renders its performance excessively onerous, that party may request renegotiation by written notice. The parties shall negotiate in good faith for thirty (30) days, and continue to perform meanwhile. Failing agreement, the sole remedy is that either party may terminate the affected Engagement on thirty (30) days’ written notice, and no court shall be empowered to adapt the contract under article 5.74 of the Civil Code.
18. References
18.1. The Client and, where applicable, the contracting authority authorise Quarks to use their name and logo, and to describe the general nature of the Engagement, as a commercial reference — including on Quarks’ website and marketing materials — without disclosing confidential information.
18.2. This authorisation applies unless the Client (or contracting authority) objects. Any objection must be notified to Quarks in writing; upon such notification, Quarks will cease the relevant use within a reasonable period.
19. Miscellaneous
19.1. If any provision is held invalid, the remainder remains in force and the parties replace it with a valid provision of equivalent effect.
19.2. A failure to enforce a right is not a waiver of it.
19.3. The Proposal/SOW, these GTC, and any data processing agreement constitute the entire agreement and supersede prior discussions on their subject matter.
19.4. Notices must be in writing and sent to the parties’ registered or stated postal or email addresses.
20. Governing Law and Jurisdiction
20.1. These GTC and each Engagement are governed by Belgian law, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.
20.2. Any dispute that cannot be resolved amicably falls within the exclusive jurisdiction of the competent courts of Liège (Belgium).
21. Language
21.1. These GTC are available in French and English. In case of discrepancy, the French version prevails.
Quarks SRL · BE 0822.522.980 · info@quarks.be