If you are an enterprise customer, these terms (the “Agreement”) govern your use of our products and services. They apply unless you have a separate written agreement with Erawyps.

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1. APPLICATIONS

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The General Terms and Conditions of Sale set forth herein apply to all orders and/or service provisions entered into with ERAWYPS SRL, having its registered office at Chemin du Cyclotron 6, 1348 Louvain-la-Neuve (Ottignies-Louvain-la-Neuve), hereinafter referred to as ERAWYPS SRL (VAT BE1011.854.213 | RPM Nivelles 1011.854.213). These General Terms and Conditions of Sale shall exclusively apply, to the exclusion of any general or specific terms of the client that ERAWYPS SRL has not expressly accepted in writing. ERAWYPS SRL reserves the right to amend these General Terms and Conditions of Sale at any time, provided that such amendments are published on the ERAWYPS website: https://erawyps.com.

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2. SUBJECT

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ERAWYPS SRL provides its services in accordance with these General Terms and Conditions of Sale and the specific conditions stipulated in the specific offer issued to the client. These conditions establish the contractual framework applicable to all services provided by ERAWYPS SRL, unless a written agreement to the contrary is mutually agreed upon by the parties. The contract entered into between the client and ERAWYPS SRL incorporates the entirety of the General Terms and Conditions of Sale and the specific terms of ERAWYPS SRL’s offer. This contractual framework applies to all services, whether they are one-time or ongoing, and legally binds the parties from the acceptance of the general and specific conditions, either expressly or by implied execution of the contract. Any modification to these conditions must be formalized through an amendment formally accepted in writing by both parties.

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3. OFFER & ORDER

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Unless otherwise stipulated in the specific conditions of ERAWYPS SRL, the validity period of our offers is thirty (30) calendar days from their date of issuance. Any order placed by the client that has not been preceded by a written offer from ERAWYPS SRL will only be considered accepted by ERAWYPS SRL upon the issuance of a written confirmation of the order by ERAWYPS SRL. Our employees, representatives, or commercial agents do not have the authority to legally bind ERAWYPS SRL through their negotiations or oral promises. Commitments made by these individuals shall become contractual only after written and formal validation by ERAWYPS SRL. Consequently, any order not expressly confirmed in writing shall not bind ERAWYPS SRL.

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4. RIGHTS & OBLIGATIONS

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In the event that ERAWYPS SRL requires information, files, documents, or other relevant items for the proper execution of the contract, it is agreed that the client shall provide these within a maximum of seven (7) business days following ERAWYPS SRL's explicit request. Such requests will only be made by ERAWYPS SRL to the extent that they are strictly necessary for achieving the contractual objectives.

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As a general rule, no access to the client’s environment will be required since the services offered by ERAWYPS SRL are designed to be non-invasive and respectful of the client’s operational environment.

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However, if specific needs directly related to the execution of the contract require access to the client’s facilities, premises, or other infrastructure, such access will be requested and must be granted, potentially outside of normal business hours, to ensure adherence to deadlines and service quality. ERAWYPS SRL reserves the right to designate a contact person who will be responsible for communication with the client and managing major decisions related to the execution of the contract. This person may be replaced as necessary by ERAWYPS SRL without prior notice.

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The client shall be held liable for any damage or loss of equipment used by ERAWYPS SRL during the term of the contract, if such equipment is utilized within the client’s environment, unless such damage or loss is directly attributable to the fault or negligence of ERAWYPS SRL.

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5. DELIVERY & ACCEPTANCE

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(ERAWYPS SRL commits to providing its services on the date agreed upon in the offer, exerting all commercially reasonable efforts to meet the established deadlines. It is understood that the client will be deemed to have accepted the services upon their delivery, unless the client notifies ERAWYPS SRL in writing of any problems or failures within five (5) business days following the receipt of the service delivery. It is important to note that this procedure is crucial to enable a prompt and effective response to any claims or needs for adjustments following the service delivery.

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6. QUOTATION, INVOICE & PAYMENT

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Invoices are issued and deemed due by the client upon acceptance of the quotation and/or signature of the purchase order. ERAWYPS SRL reserves the right to modify any or all information on the purchase order or quotation, including the amount, if these documents have not been accepted within seven (7) days following their dispatch to the client.

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Payment of the invoice is due within thirty (30) days of its issuance. No service shall be required if the invoice is not fully paid before the execution of the contract, unless a prior agreement, notified in writing and accepted by ERAWYPS SRL, is in place.

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In the event of late payment, ERAWYPS SRL is entitled to charge interest at the statutory rate. If the client fails to pay within the stipulated time frame, ERAWYPS SRL will suspend the execution of the contract until full payment has been made or, under certain conditions, consider the contract as terminated. Any invoice that remains unpaid at the due date will, in addition, automatically and without a reminder, incur a fixed compensation charge of fifteen percent (15%) of the unpaid amount as damages.

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7. INTELLECTUAL PROPERTY

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All intellectual property rights related to the service provisions are vested in ERAWYPS SRL. It is understood that the client receives no title or intellectual property rights, except as explicitly stated in the contract or through the use of open-source licenses. ERAWYPS SRL warrants that the software and elements created and provided to the client respect the rights of third parties and are not illegal. The client confirms that the materials used or provided to ERAWYPS SRL for use are not illegal and do not in any way violate the rights of third parties. The client is solely responsible for the content of the publications for which execution by ERAWYPS SRL is requested. The client undertakes, in particular and without limitation, to obtain the necessary permissions and to pay any fees on texts, photos, illustrations, music, and generally on any works used.

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8. CONFIDENTIALITY

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The parties agree to take all reasonable measures to ensure the confidentiality of the information exchanged under the terms of this contract. Such information must not be disclosed to third parties without the prior written authorization of the other party. Confidential information may only be shared with the personnel and subcontractors of the receiving party who have signed a confidentiality agreement and have a legitimate need for access in order to perform the contract. Confidential information does not include information obtained independently or without restrictions on disclosure, or information that is already public.

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9. LIMITATION OF LIABILITY

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Erawyps SRL operates using strictly non-intrusive methods, thereby ensuring that our activities do not disrupt or interfere with our clients' systems. Consequently, it is agreed that Erawyps SRL cannot be held liable for any damage, data loss, service interruption, or any other consequences that may arise from the use of our services. The client acknowledges and agrees that, due to the non-intrusive nature of our interventions, no liability can be attributed to Erawyps SRL, and no damages and/or potential interests can be claimed against Erawyps SRL. Furthermore, no claims for damages can be brought against Erawyps SRL, regardless of their connection to our service or events beyond our reasonable control.

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10. TERMINATION

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In the event the contract is of indefinite duration, each party has the right to terminate the agreement by providing the other party with written notice, with a three (3) month notice period. This measure ensures that each party has the opportunity to reorganize its affairs in anticipation of the end of the contractual partnership. Similarly, for fixed-term contracts, termination before the expiration of the agreed period requires mutual consent, unless a substantial breach of contract has been committed by one of the parties, justifying immediate termination.

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If one of the parties becomes insolvent, is declared bankrupt, ceases operations, is dissolved, or undergoes a similar procedure affecting its ability to fulfill its contractual obligations, the contract will be automatically terminated without the need for further legal action. This contract remains valid until the completion of ongoing obligations or, if relevant, until the client has paid any flat fee due in the event of termination.

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In the case of non-payment of a flat fee at the start of the period (for subscriptions), this will result in the automatic suspension of the subscription and may also justify the suspension of other service contracts between ERAWYPS SRL and the client. ERAWYPS SRL reserves the right, exercised at its discretion, to dissolve the sale and terminate the contract via written notification, sent by registered letter or email, in the event of a serious breach by the client of one of its principal obligations.

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The client’s liability in the event of early termination will include the payment of damages set at fifty percent (50%) of the price agreed in the offer or contract for the unexpired period of the contract. This compensation is due to offset the losses suffered by ERAWYPS SRL due to the premature interruption of contractually agreed services.

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11. SERVICE IMPLEMENTATION

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By commissioning the security assessments offered, the client explicitly agrees to the following terms and responsibilities:

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Security Operations: Erawyps will perform all operations deemed necessary for conducting the ordered security evaluations. This includes examining and handling potentially sensitive and/or confidential systems and data in high-risk environments, especially areas considered extremely dangerous for untrained individuals.

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Access and Use of Data: The client explicitly authorizes Erawyps to access all computer resources and data (including those considered sensitive or confidential) that may be necessary for the security evaluation. This includes, but is not limited to, system data and/or information, network data and/or information, as well as potentially confidential data of employees or members of the concerned environment.

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Liability During Audits: The client acknowledges awareness of the risks associated with the ordered services. Should Erawyps be held liable, the parties agree that the liability of Erawyps will, regardless of the cause, be limited to the total value of the offer. Erawyps will not be responsible for indirect or consequential damages such as financial damages, commercial damages, loss of production, profit reduction, or loss of information.

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Data Usage: Erawyps commits to maintaining the strictest confidentiality of the data and information collected during the execution of the contract and to never use these data for purposes other than those strictly necessary for carrying out the security evaluations stipulated by the contract. This non-use obligation continues indefinitely beyond the duration of the contract, ensuring that the information will never be used to harm the client, their environment, or any member associated with it.

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Erawyps acknowledges that all data and information processed are exclusively used within the context of the security services and will under no circumstances be exploited, disclosed, or distributed to third parties, nor used for commercial, personal purposes or to induce harm towards the client.

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12. REMINDERS & WARNING

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The client fully acknowledges the risks associated with the security services provided by Erawyps. Erawyps shall not be held liable for indirect damages, including but not limited to financial losses, business losses, production losses, profit reductions, or loss of information, regardless of the cause. Erawyps' liability shall be strictly limited to the total value of the offer provided, provided that Erawyps' liability is established. The client understands and accepts that disruptions to third-party information systems or their own may occur during the execution of the contract, but these may not be directly related to the ordered services, due to their non-intrusive nature. The client is solely responsible for understanding the steps of the security tests and the risks associated with these evaluations.

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13. SUBCONTRACTING

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Erawyps SRL reserves the right to delegate the performance of all or part of its contractual obligations to a subcontractor or to transfer some of its rights and obligations to a third party without the prior consent of the client. This provision allows Erawyps to ensure the efficiency and effectiveness of service delivery while maintaining the quality standards required by the initial contract.

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14. NON-COMPETITION

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During the validity of the contract and for a period of six (6) months following its termination, the client agrees not to hire, either directly or indirectly, any personnel from Erawyps SRL who have been significantly involved in the execution of the contract, without the prior written consent of Erawyps.

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15. FORCE MAJEURE

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The parties agree that each may be relieved from performing its contractual obligations if such performance is prevented, delayed, or made impracticable due to events or circumstances beyond their reasonable control. This includes, but is not limited to, events such as natural disasters, acts of war, riots, governmental actions, epidemics, pandemics, and/or invasions. In the event of force majeure, the contractual obligations shall be suspended for the duration of these events, and a reasonable period will be granted for their resumption.

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16. COMPETENT COURTS

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The contract is governed by and shall be interpreted in accordance with Belgian law. In the event of a dispute, the courts of Nivelles, Brabant Wallon in Belgium, shall have exclusive jurisdiction to adjudicate any matter arising from or related to this contract or its execution, unless a specific agreement stipulates an alternative dispute resolution mechanism.

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17. COMMUNICATION

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All relevant communications pertaining to the contract must be made in writing, sent either by registered mail or by email, explicitly addressed to the concerned party. Proof of sending and receipt of these communications is crucial for the validation of contractual exchanges.

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Contact Information:

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ERAWYPS SRL  

Enterprise & Innovation Center  

Chemin du Cyclotron 6  

1348 – Louvain-la-Neuve  

Belgium  

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For any inquiries, requests for information, or need for assistance, Erawyps SRL invites you to contact us in the manner that best suits you.

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You may use the contact form available on our website at any time or via your contact at Erawyps, who is already familiar with the specifics of your situation and can provide personalized assistance.