General Terms and Conditions of Sale
v.3.0 – May 3, 2026
These are the General Terms and Conditions of Sale (hereinafter: “GTC”) of the following legal entities within the ALISTAR Group: Alistar Belgium, LLC (Kortrijksesteenweg 1093C, 9051 Ghent – K.B.O. 0469.649.056); NET IT, Inc. (Gentse Steenweg 281, 9620 Zottegem – K.B.O. 0466.765.186); SDP Retail, LLC (Kortrijksesteenweg 1093C, 9051 Ghent – K.B.O. 1012.410.576), GMI Group BV (Nijverheidsstraat 13, 2260 Westerlo – K.B.O. 0458.524.542), hereinafter: “ALISTAR”.
1.1. These Terms and Conditions apply to every offer, every quotation, and every agreement entered into that relates to the delivery of products and/or services by ALISTAR. (hereinafter: “Project”)
1.2. The Customer’s general terms and conditions shall not apply. In addition to these Terms and Conditions, special terms and conditions may also apply. In the event of any ambiguity, inconsistency, or conflict between the provisions of the quotation or cooperation agreement (hereinafter: “(Cooperation) Agreement”), the license terms for the Standard Software, the Master Plan, and/or these GTC, the following order of precedence applies: (i) Agreement; (ii) Master Plan; (iii) license terms for Standard Software; (iv) General Terms and Conditions.
ALISTAR’s quotes are indicative and may be subject to review of the Customer’s infrastructure, services, etc. Quotes only become legally binding as a contract if the Customer confirms the quote. All prices listed are exclusive of VAT and exclude costs (such as licenses, travel expenses, etc.) unless otherwise indicated.
3.1. A Project may involve the implementation of generally available software not specifically developed for the Client, such as (but not limited to) software supplied by Microsoft, Exact Software, …, or certain SaaS solutions (hereinafter: “Standard Software”) and/or software developed by ALISTAR as a result of custom work performed to meet the Client’s specific needs (hereinafter: “Custom Software”). Hereinafter, we refer to Standard Software and Custom Software collectively as “Software.” A project may also consist of a combination of Standard Software and Custom Software. In that case, the provisions in these General Terms and Conditions that relate to the respective part of the Project apply, namely: the provisions regarding Custom Software for that part of the Project and the provisions regarding Standard Software for that part of the Project. A Project may also involve the provision of managed services, whether or not in combination with Standard Software or Custom Software. (Hereinafter collectively referred to as “Services”).
3.2. A Project may also involve the delivery of products (hereinafter: “Products”), such as hardware, whether or not in combination with Services.
4.1. ALISTAR undertakes to provide the Services to the Client in accordance with the specifications set forth in the Agreement (hereinafter: “Specifications”). The Client agrees to compensate ALISTAR for the Services provided in accordance with the Agreement and to provide ALISTAR with the necessary information and personnel to enable the timely and proper delivery of the Services.
4.2. ALISTAR undertakes to provide the Services, which are considered obligations to provide resources, in a professional manner, with all reasonable skill and care, in accordance with relevant standards and requirements (including good industry practices), and in accordance with these Terms and Conditions and the Agreement.
4.3. The Customer expressly agrees that ALISTAR may engage subcontractors to perform (parts of) the Agreement.
5.1. Schedule – ALISTAR undertakes to use all reasonable efforts to complete the Project in accordance with the agreed schedule. In the event that changes to the proposed schedule are anticipated, ALISTAR will inform the Client as soon as possible and report the cause of the delay. Meetings will be held on a regular basis between the Client and ALISTAR, during which ALISTAR will report to the Client on the progress of the Project and during which information will be exchanged between the parties.
5.2. Change Request – If, during the Project’s execution period, the Client wishes to make changes or request additional services with respect to the Project as described in the Agreement, the Client shall submit such a request to ALISTAR by means of a “Change Request” (Change Request). In such cases, the Customer shall submit the completed Change Request to ALISTAR, including a precise description of the desired change or additional service. Upon receipt of this “Change Request,” ALISTAR will evaluate the requested changes or additional services for feasibility, taking into account the standard functionalities and/or work already performed, as well as the implications for price, method of execution, and timeline, and will inform the Client accordingly. ALISTAR will proceed with implementation only after the Client has signed the “Change Request,” in which the Client agrees to the stated consequences regarding price, method of execution, and timeline. ALISTAR reserves the right to refuse the requested changes to the extent that such changes jeopardize the processes or are not in compliance with the law.
5.3. Client Cooperation – The Client agrees to provide, in writing and on its own initiative, all requested information in order to enable ALISTAR to accurately assess and perform the services to be provided under the Project. During the term of a Project, the Client shall provide ALISTAR’s employees with the necessary facilities to enable them to perform their work efficiently. This includes, among other things, the necessary office space, communication facilities, and hardware.
The Client shall assign a sufficient number of qualified employees (hereinafter: “Key Users”) with the required qualifications to each Project. The Key Users shall not be replaced during the term of a Project, except in the event of termination, long-term illness, or force majeure. If they are replaced, the new employees shall possess similar qualifications, and the Client shall bear any costs associated with training the new Key Users.
The Client shall designate a Project Manager who shall be the sole person authorized to make decisions on behalf of the Client and to fulfill the associated responsibilities.
5.4. Security – Unless explicitly provided otherwise in the Proposal or Collaboration Agreement, the Customer is solely responsible for the security of its systems. For the security measures of the Standard Software, please refer to the warranties provided in this regard by the suppliers of that Software and/or the hosting provider.
The Customer agrees to follow all guidelines issued by ALISTAR regarding the security of Custom or Standard Software.
6.1. Delivery and Acceptance of Custom Software – Following the implementation of the Custom Software, ALISTAR will proceed to test it within a simulated test environment. For this test, the Client must provide customized, specific, business-related data sets to simulate subsequent operational performance if ALISTAR so requests. A one-month warranty period begins upon the Customer’s acceptance of the software, or no later than one month after the delivery date, during which the Key Users will test the software to determine whether any defects in the form of reproducible errors (or “bugs”) are present. In such a case, the Customer shall notify ALISTAR in writing and clearly specify which errors are reproducible. ALISTAR shall then endeavor to correct the reported reproducible errors in the Custom Software as quickly as possible and to the best of its ability. All other (support) questions, RfCs (Requests for Change), etc., are outside the scope of this test and must be reported via the ALISTAR support desk. These will be billed separately. If the testing period for the Custom Software is successfully completed and no reproducible errors were discovered and reported to ALISTAR, the Customer shall sign the acceptance document, which constitutes acceptance of the Custom Software. If reproducible errors are discovered and reported to ALISTAR, the aforementioned period shall recommence following correction, provided that the second and all subsequent testing periods shall last only 2 weeks. If the Customer has not signed the acceptance document two weeks after the expiration of the testing period, the Custom Software shall be deemed to have been accepted by implication.
6.2. Complex Projects – In the case of complex Projects, it may be agreed to carry out the Project in phases. Agreement on this matter will be reached in the Master Plan. If a Project is carried out in phases, the same acceptance procedure as described in Section 6.1 will be applied to each respective part of the Custom Software developed.
6.3. Delivery and Acceptance of Standard Software – The Standard Software is deemed to have been tacitly accepted upon delivery to the Customer. Any complaints regarding the Standard Software may only be directed to the seller of the Standard Software, who is the sole party that may be held liable in this regard.
6.4. Retention of Title – All delivered Products and Services remain the property of ALISTAR until all invoiced amounts relating to the goods delivered or to be delivered, or the work performed or to be performed, as well as any interest and collection costs, in the event of default, have been paid in full in accordance with the Agreement.
7.1. Standard Software – Intellectual property rights relating to the Standard Software shall be governed exclusively by the applicable license or SaaS agreement, which the Customer shall enter into with Microsoft, Exact Software, or another party.
7.2. Custom Software – Ownership of the programs and documentation provided in connection with Custom Software is not transferred to the Customer. The Customer acquires only a non-exclusive, non-transferable, and personal right of use for an indefinite period to use the Custom Software for the needs of its business. ALISTAR retains ownership of the source code. The Customer shall use the Custom Software solely for internal purposes and shall not make it available to third parties in any manner, whether directly or indirectly, for a fee or free of charge. The Customer may not make copies of the Custom Software, except for backup and archiving purposes. The Customer is prohibited from improving, translating, modifying, or otherwise altering the Custom Software—either by itself or through third parties—without the prior written consent of ALISTAR, which remains the owner of the source code. ALISTAR expressly reserves the right to sell to third parties or incorporate into other clients’ projects the specific working methods it has developed, the procedures it has applied, source codes, programming techniques, as well as all ideas and rights relating to intellectual property.
7.3. Third-Party Claims – ALISTAR shall indemnify the Client against any claims by third parties who claim to be the owners of intellectual property rights to any of the elements of the Custom Software developed by ALISTAR. Provided that the Client notifies ALISTAR of the existence of such claims as soon as possible, and provided that ALISTAR is in charge of the proceedings and/or negotiations with said third party, ALISTAR shall, at its own expense, assist the Client in its defense. In the event that a third party objects to the use of any of the components of the Custom Software, ALISTAR shall take the necessary measures to: i) obtain the necessary rights to these elements on behalf of the Client; or ii) replace the elements with others that, overall, offer the same functionality as the disputed elements. The Client is not entitled to any compensation or damages other than as provided for in this Section 7.3.
8.1. User Documentation for Standard Software – User documentation for the Standard Software is provided in the language(s) made available by the supplier.
8.2. User Documentation for Custom Software – The provision of User Documentation for the Custom Software is not covered by the agreement with the Client, unless otherwise agreed with the Client in the Proposal or Collaboration Agreement.
8.3. Training – ALISTAR provides the Customer with the option of training on the use of the Standard and/or Custom Software, if specified in the Proposal, Collaboration Agreement, or Master Plan.
8.4. Publicity – ALISTAR reserves the right, unless the Client expressly objects, to use the Client’s name and logo as a reference in its brochures, advertisements, website, and social media, always taking into account the Client’s honor, good name, and reputation. Furthermore, the Client may revoke this permission at any time.
9.1. Rates – The rates for the work to be performed by ALISTAR are set forth in the Agreement. Services that fall outside the scope of the Project, whether or not they are the subject of a Change Request, will be invoiced at the rates in effect at that time. All rates listed are exclusive of VAT, which is payable by the Client. Unless otherwise indicated on the invoices, invoices are payable, net and without discount, in euros to ALISTAR’s account.
9.2. Payment – ALISTAR’s invoices are due within 30 days of receipt of the invoice. If the invoice remains unpaid by the due date, the Customer shall, by operation of law and without notice of default, owe contractual late-payment interest of 1% per month, with each month that has begun counting as a full month. In addition, a lump-sum compensation of 10 % of the invoice amount is due, with a minimum of 150 EUR.
9.3. Indexation – ALISTAR has the right to index its rates and prices based on the Agoria DIGITAL index. Indexation will be applied annually on January 1 using the following formula: P = PO (0.2 + (S/S0) * 0.8)
9.4. Price Revision – ALISTAR’s suppliers (such as Microsoft) may change the prices of their products or services at any time. We will notify the Customer of such changes as soon as reasonably possible.
9.5. Dispute – Any complaint must be submitted by certified mail within 8 calendar days of receipt of the invoice for the services, goods, or software provided, stating the reasons for the dispute. Once this period has expired, the invoice can no longer be disputed.
10.1. The term of the agreement is specified in the Proposal or Collaboration Agreement. An agreement of indefinite duration may be terminated subject to a 3-month notice period. A fixed-term agreement will be automatically renewed for the same period, unless one of the parties terminates the agreement no later than one month before the expiration of the current term. With regard to licenses for Standard Software, the term and termination conditions specified by the supplier shall apply.
10.2. Early Termination – If the Client wishes to terminate an Agreement before the end of the agreed term and/or before payment of the agreed budgets, ALISTAR is entitled to compensation calculated as follows: 25% of the amount that would reasonably still be invoiced if the Agreement had been performed in full. The foregoing compensation also applies if the Customer wishes to terminate the Agreement before performance begins.
10.3. Termination – In the event of a party’s bankruptcy or liquidation, in the event of a judicial reorganization, or in the event that the other party’s solvency is seriously compromised, the other party is entitled to terminate the Agreement by written notice without being liable for damages. ALISTAR reserves the right, if the Customer fails to pay two invoices from ALISTAR and does not make payment within 14 days after being notified by ALISTAR, to terminate the Agreement without being liable for damages.
10.3. Suspension – ALISTAR may decide to suspend the performance of (a phase of) an ongoing Project if, during the performance of (a phase of) an ongoing Project fails to fulfill its obligations under the Agreement and, even after having been given notice of default, still fails to fulfill its obligations. ALISTAR shall not be liable for any damages resulting from such suspension.
10.4. Force Majeure – Neither the Customer nor ALISTAR shall be liable for any delays or failure to perform its obligations under these Terms and Conditions resulting from causes beyond its reasonable control, including but not limited to government actions, floods, fires, earthquakes, pandemics, civil unrest, acts of terrorism, labor disputes, internet service provider or hosting facility outages, or any other causes not attributable to ALISTAR or the Customer, respectively; provided, however, that the affected party shall resume performance immediately as soon as reasonably possible.
11.1. In the case of the delivery of Products, and given our role as an intermediary, the warranty on the Products we deliver is limited to the warranty provided by the manufacturer. In the event of defects, we will contact the manufacturer, who will then propose a solution. Any repairs will be carried out by the manufacturer, and the shipping costs for the device, as well as the reinstallation or replacement costs, will always be borne by the Customer unless the manufacturer covers these costs.
11.2. ALISTAR shall in no event be liable for damages resulting from insufficient maintenance of either hardware or software, normal wear and tear, misuse of the equipment, lack of supervision, failure to update the software, repairs or modifications performed by a third party, as well as by acts of God, software not supplied and installed by the seller, or any other unknown cause.
11.3. No other compensation or damages of any kind may be charged to ALISTAR.
12.1. Exclusions – ALISTAR is not liable for: (i) Correcting reproducible errors that occur after acceptance by the Customer but result from insufficient testing by the Customer; (ii) damage resulting from errors attributable to inadequate training provided to and by the Customer; to incorrect, improper, or unauthorized use of the Software by the Customer or its employees; interventions caused by fire, accident, natural disasters, power outages, and, in general, any cause unrelated to the Software; (iii) errors attributable to user error or the absence of necessary data and/or configuration; (iv) the failure of the Software to function correctly as a result of future legal changes or as a result of future changes to the Customer’s business or its operating procedures; (v) hacking or unauthorized access to the Customer’s system of which the Software is a part; (vi) damage caused to the Customer by viruses; (vi) any defects or errors (attributable to) the Standard Software.
12.2. Indirect Damages – Neither party shall be liable to the other party for any indirect, consequential, or special damages (all of which terms include, without limitation, purely economic loss, reputational damage, loss of profits, … and similar damages).
12.3. Notice of Default – If ALISTAR fails to fulfill one or more of its obligations under the Agreement, the Client must notify ALISTAR of this in writing and in an appropriate manner, providing a clear explanation of the breach. Following consultation, ALISTAR will be granted a reasonable period of time to still fulfill its obligations. If, even after a written notice of default and after the expiration of a reasonable period, ALISTAR still fails to fulfill its obligations, ALISTAR is obligated to the Customer to provide remedy in kind (if possible). If rectification in kind is not possible or would be unreasonable for ALISTAR, ALISTAR is obligated to compensate the Customer for the direct damages suffered, within the limits and under the conditions set forth in this Article 12.
12.4. Limitation – ALISTAR’s liability for any claim for damages arising from the Agreement is always limited to direct damages and shall not exceed the fees owed and paid by the Customer to ALISTAR during the twelve (12) months preceding the occurrence of the loss, up to a maximum of 50,000 EUR. Any claim for damages arising from non-contractual liability is always excluded to the extent permitted by law.
12.5. Liability of Agents – In connection with the performance of the Agreement, the Customer expressly waives the application of Article 6.3. of the new Civil Code regarding the non-contractual liability of agents, except in the case of claims for damages resulting from harm to physical or mental integrity or from willful misconduct.
13.1. The Customer agrees not to hire, either directly or indirectly, any (former) employees or (former) consultants of ALISTAR or its affiliated companies. This provision applies both during the term of the Agreement and for two years following the termination of the Agreement.
13.2. In the event of a breach of this clause, the Client shall pay ALISTAR liquidated damages equal to 24 months’ gross salary of the employee, former employee, or consultant, as last paid by ALISTAR.
14.1. Definition – “Confidential Information” means all information disclosed by one party to the other party, whether directly or indirectly, in writing, orally, or through the examination of objects or data (including, but not limited to, documents, presentations, prototypes, samples, plans, software, hardware, and other materials), marked ‘Confidential,’ ‘Confidential,’ ‘Proprietary,’ or a similar designation, and/or information that the parties should reasonably know is considered Confidential Information.
14.2. Confidential information includes technical data, trade secrets, proprietary information, and know-how, including, but not limited to, research, plans, concepts, ideas, products, services, suppliers, customer lists, customer information, prices, costs, markets, software, developments, inventions, procedures, formulas, technology, designs, drawings, engineering, hardware configuration, marketing information, licenses, financial information, budgets, and other business information).
14.3. The Customer and ALISTAR undertake to each other to treat all Confidential Information received in connection with the performance of the Agreement as strictly confidential and to keep it strictly confidential.
15.1. If one or more provisions of these Terms and Conditions are at any time wholly or partially unlawful, void, or unenforceable for any other reason, such provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of the remaining provisions.
15.2. Notices and other communications under these General Terms and Conditions or the Agreement are valid when sent electronically to the email addresses that the parties normally use in their communications, unless the Agreement explicitly specifies the email addresses to which official communications must be sent. Each party acknowledges and accepts the use of electronic communication and agrees that notices sent to the email addresses provided by the parties shall be deemed received at the time of transmission, provided no delivery failure notification has been received.
15.3. In the event of an imbalance in the rights and obligations of the parties, the provisions of these General Terms and Conditions or the Agreement shall be interpreted in such a way that no clear imbalance arises.
15.4. The fact that the Customer may not have received these General Terms and Conditions or any document related to the performance of the agreement in his native language does not exempt him from their application. In particular, the Customer declares that he has a sufficient command of English and accepts that ALISTAR may provide the Customer with all documentation related to the performance of the Agreement in English. Translations of these General Terms and Conditions into a language other than Dutch are provided solely for the Customer’s convenience, and the Customer may not derive any rights from them.
15.5. ALISTAR may assign the Agreement with the Customer to another legal entity within the ALISTAR Group at any time.
16.1. These Terms and Conditions are governed by Belgian law. The applicability of the Vienna Convention on Contracts for the International Sale of Goods is expressly excluded.
16.2. In the event of a dispute between the parties regarding the validity, interpretation, or performance of these General Terms and Conditions and/or the Agreement, the following provision shall apply: In the event of any dispute, the Parties agree to first seek an amicable resolution through negotiations between management (C-level).
16.3. If no resolution can be reached through mediation, either party may bring the matter before the courts of the judicial district in which ALISTAR has its registered office, which shall have exclusive jurisdiction.
General Terms and Conditions of Sale
You can read or download the terms and conditions of Alistar Nederland B.V. by Click here (PDF).
Advisie Business Solutions
You can read or download the general terms and conditions of Advisie Automatisering B.V. by Click here (PDF).
Advisie IT Solutions
You can read and download the general terms and conditions of ComputerPlan B.V. by Click here (PDF).
Advisie Automotive Solutions
You can read and download the general terms and conditions of Relead B.V. by Click here (PDF).
Advisie Dynamic and Business Solutions
You can read and download Qexpertise's terms and conditions by Click here (PDF).