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Terms and Conditions

1. Introduction and Applicability of general terms and conditions

  1. These general terms and conditions apply to all offers, services and related invoices COMMAND WHY provides to its Clients and to all agreements entered into between COMMAND WHY and the Client.

  2. COMMAND WHY shall refer to COMMAND WHY BV, with registered office in Belgium, 2000 Antwerp, Graaf van Egmontstraat 59 box 201, register of legal persons Antwerp, division Antwerp and company number 1028.914.137.

  3. The Client shall refer to the contractual partner of COMMAND WHY.

  4. These general terms and conditions prevail over the terms and conditions of the Client or of a third party. No waiver, consent, modification, amendment or change of the terms contained herein shall be binding unless in writing and signed by COMMAND WHY and the Client.

  5. The Client declares having been duly informed of these general terms and conditions and acknowledges to be bound by them.

2. Offers, orders and acceptance

  1. Each offer made by COMMAND WHY does not bind COMMAND WHY as such.

  2. All information is provided for indicative purposes only. Any commitments made in writing or otherwise on behalf of COMMAND WHY by its employees or representatives only bind COMMAND WHY if such commitments have been explicitly accepted by it in writing.

  3. Each offer from COMMAND WHY is valid for a period of thirty (30) days following the date of this offer, unless explicitly stated otherwise.

  4. An agreement is only entered into between COMMAND WHY and the Client after the Client has explicitly accepted the offer, by signing an order confirmation, and provided this order confirmation has been received and confirmed by COMMAND WHY. This acceptance can take place by e-mail. 

3. Duration

  1. The duration of the agreement is mentioned in the offer. This may be for a definite period such as one or more clearly defined assignments with regard to certain services to be provided by COMMAND WHY. The agreement can also be entered for an indefinite period, for example in the event that COMMAND WHY undertakes to provide services on a regular basis.

  2. Exceeding the agreed duration by COMMAND WHY does not entitle the Client to compensation or dissolution of the agreement.

4. Information obligation

  1. For the performance of the agreement, COMMAND WHY depends on the information provided by the Client. The Client is therefore obliged to make all data, information and documentation that could reasonably be useful for the execution of the agreement, available to COMMAND WHY in a timely and appropriate manner, preferably digitally. The Client is also obliged, prior to or during the performance of the agreement, to inform COMMAND WHY of any changes to the aforementioned data, information and documentation.

  2. COMMAND WHY reserves the right to adjust the terms, price and execution deadlines of the agreement if this should reasonably appear necessary or justified on the basis of the amended data, information and documentation provided to it by the Client after the agreement is entered into.

  3. If data, information and documentation necessary for the performance of the agreement are not made available, not made available on time and/or in accordance with the agreements made or these general terms and conditions, then COMMAND WHY is entitled to suspend the performance of the services until the aforementioned data, information and documentation are made available. COMMAND WHY shall inform the Client of this in writing. If the Client fails for a period of thirty (30) days to properly inform COMMAND WHY, this failure shall be deemed to constitute a contractual breach on the part of the Client that entitles COMMAND WHY to terminate the agreement in accordance with clause Error! Reference source not found. of these general terms and conditions.

  4. The Client undertakes to ensure that the data, information and documentation provided are true.

5. Performance of the services

  1. COMMAND WHY shall perform the services to the best of its ability and is therefore only bound by a best-efforts obligation ("inspanningsverbintenis").

  2. COMMAND WHY reserves the right to make use of appointees and subcontractors, without the need for the Client's permission.

  3. As long as COMMAND WHY is performing the service, the Client shall not undertake any activities relating to the scope of the services or engage any third parties for that purpose, except with the express permission of COMMAND WHY.

  4. If necessary for the proper performance of the services, the Client shall provide COMMAND WHY access to its premises and relevant facilities.

  5. The execution deadlines contained in the agreement are provided to the best of COMMAND WHY's knowledge on the basis of the information known to COMMAND WHY when the offer was drawn up. COMMAND WHY undertakes to make every effort to meet the proposed deadlines. If there is a risk that the proposed period of execution will be exceeded, COMMAND WHY and the Client shall consult with each other as soon as reasonably possible.

  6. Execution periods can only be considered as expiry periods if this has been explicitly agreed between the parties.

  7. If the Client owes COMMAND WHY an advance payment and/or must make certain information and/or materials available for the performance of the agreement, the predetermined execution periods shall only commence after receipt of full payment of the advance payment and/or the required information and/or materials.

  8. A delay in the performance of the services does not entitle the Client to any compensation, nor is it a reason to terminate the agreement. In the event of an abnormal delay in performance, meaning a delay of more than thirty (30) days, which is not attributable to the Client or force majeure, the Client has the right to give COMMAND WHY a notice by registered letter to perform the services within a period of fifteen (15) days. Should COMMAND WHY fail to comply with such notice, the Client may terminate the agreement immediately, in which case it is only entitled to a refund of any advance payment for services that have not yet been performed, without any indemnification of any kind.

6. Prices, taxes, costs

  1. Unless stated otherwise, COMMAND WHY's offer shall be based on an hourly or daily rate expressed in euros, plus any costs specific to the services. All prices quoted in the offer are exclusive of VAT. A working day is deemed to consist of eight (8) hours. COMMAND WHY shall charge for all services actually rendered, even if more than eight (8) hours were performed on a single day. If a daily rate is mentioned in the offer, the hourly rate is equal to the daily rate divided by 8 units.

  2. The prices stated in the offer are valid for a period of thirty (30) days.

  3. Services that were not included in the agreement or in the offer, and therefore do not form part of the original agreement and decisions by the Client requiring additional services, are estimated in a separate offer that must be approved in advance by the Client.

  4. Domestic travel shall be invoiced at a fixed rate per kilometer effectively travelled from the place of residence of the employee/appointee performing the Assignment, plus applicable VAT. Public transport costs shall be invoiced to the Client plus the applicable VAT. Travel abroad shall be invoiced at the hourly rate. If a daily rate is used, this hourly rate shall be determined by dividing the daily rate by eight (8) units.

  5. Other costs, such as parking, hotel, airplane and lunches, will be invoiced to the Client, increased by any applicable VAT or other taxes.

7. Payment

  1. Services rendered shall be invoiced as agreed between the parties. If no arrangements were made in this regard, they shall be invoiced according to the progress of the performances delivered by COMMAND WHY.

  2. COMMAND WHY always provides its invoices in digital form to the Client.

  3. Invoices are payable in EUR within a period of fifteen (15) days of the invoice date, unless otherwise agreed in writing.

  4. COMMAND WHY reserves the right to suspend the performance of the Agreement in the event that the Client fails to pay an invoice on time.

  5. Each dispute with respect to the invoice must be made in writing, duly motivated and submitted by registered mail to COMMAND WHY within eight (8) days after receipt of the invoice, in absence of which the invoice is irrevocably considered accepted by the Client. No dispute entitles the Client to suspend or postpone payment in whole or in part.

  6. In absence of full payment on the due date, a default interest will be charged at the rate specified in the Act of 2 August 2002 (on late payment in commercial transactions), the interest shall be payable on the invoice amount as of the due date until the day of full payment, ipso jure and without prior notice of default. Moreover, in case of non-payment or incomplete payment, a lump-sum compensation of ten percent (10%) of the principal amount of the invoice (incl. VAT), with a minimum of 100,00 EUR, shall be due ipso jure and without prior notice of default.

  7. If there are indications that the solvency of the Client may reasonably be doubted, such as in the event of non-payment or late payment of invoices, COMMAND WHY is entitled to demand advance payment or any other security from the Client for the performance of services yet to be carried out, in default of which COMMAND WHY is entitled to immediately and unilaterally terminate the agreement without any obligation of indemnification.

8. International Property

  1. All rights of intellectual property (including all intellectual, industrial and other property rights (whether registered or not), including but not limited to copyrights, trademarks, trade names, logos, drawings, models or applications for registration as a drawing or model, patents applications for patents, domain names, know-how, as well as rights to databases, computer programs) in works created, designed, developed or produced by or on behalf of COMMAND WHY and/or used in preparation or execution of the assignment with the Client, or resulting from it, remain the property of COMMAND WHY or its suppliers. Works' includes all performances, creations, forms, sketches, arrangements of any kind, brands, systems, programs, software (both object codes and source codes), documents, drawings, plans, designs, models, documentation, databases, texts, manuals, reports, diagrams, analyses, technologies, trade and business secrets, tools, methods, inventions, discoveries, improvements, innovations, know-how.

  2. Only when COMMAND WHY expressly consents in writing, is the Client entitled to refer to the services of COMMAND WHY in its communications and correspondence to third parties, on its website and social media, brochures and other media that may be consulted by third parties.

9. Liability

  1. COMMAND WHY shall perform the services to the best of its ability and with the care that may reasonably be expected of it, taking into account the information provided to it by the Client. COMMAND WHY is therefore only bound to a best efforts obligation ("inspanningsverbintenis").

  2. COMMAND WHY can only be held liable for the intentional infliction of damages of the Client, which it will have to prove.

  3. Subject to any provisions to the contrary contained above, to the extent that COMMAND WHY is dependent on the cooperation, services, goods and supplies of third parties in the performance of its obligations, it shall not be liable for any damages arising from the actions or faults of said third parties.

  4. Subject to any conflicting provisions set forth above, COMMAND WHY's liability under these general terms and conditions (whether for breach of contract, tort, or any other cause) shall be limited to a recovery in kind ("uitvoering in natura"). If no further recovery in kind is possible, the liability of COMMAND WHY shall be limited to the amount covered by the professional liability insurance and/or the civil liability insurance of COMMAND WHY. If, for any reason whatsoever, no cover under the professional liability insurance and/or the civil liability insurance is provided, each liability claim in principal, interest and costs is limited to the amount that the Client paid for the services performed pursuant to the agreement during the six (6) months preceding the claim in question. In no event shall the total compensation for direct losses or damages under any agreement exceed EUR 15,000.00.

  5. In no event shall COMMAND WHY be liable for any indirect, intangible, special, consequential or incidental damages (including, without limitation, damages for loss of use of facilities or equipment, loss of income, loss of data, loss of profits or goodwill) whether or not COMMAND WHY has been (a) advised of the possibility of such damages or (b) is negligent.

  6. The Client is liable for and shall fully indemnify and hold harmless COMMAND WHY for all claims, losses, costs and liabilities of third parties (including employees, contractors or suppliers) related to or arising out of the performance of the agreement.

  7. The Client only has a right to compensation after it has given COMMAND WHY a formal notice of default in this regard by means of a registered letter, and provided that this registered letter is sent within a period of ten (10) days of the Client becoming aware of the alleged damages-causing fact.

  8. COMMAND WHY will never incur any liability if it is unable to fulfil its obligations due to force majeure, in the meaning of clause Error! Reference source not found. of these general terms and conditions. As long as the event of force majeure lasts, all obligations of COMMAND WHY and the Client are suspended.

  9. Notwithstanding article 6.3, §1 of the Civil Code, COMMAND WHY cannot be held extra-contractually liable by the Client, except in the event of intentional misconduct or infringement of the physical or psychological integrity of the injured party.

  10. Notwithstanding article  6.3,§2 of the Civil Code, the Client or any other injured party in the contractual chain cannot invoke the statutory provisions regarding extra-contractual liability with respect to COMMAND WHY’s auxiliary Persons, except in the event of intentional misconduct or infringement of the physical or psychological integrity of the injured party.

  11. The auxiliary persons include any natural person or legal entity entrusted by COMMAND WHY with the full or partial performance of a contractual obligation entered into by COMMAND WHY, throughout the entire contractual chain, including but not limited to subcontractors, employees, directors, etc. The auxiliary persons may rely on the provisions on this article Error! Reference source not found..

10. Force Majeure

  1. Force majeure - this is any unforeseeable event that occurs beyond the control of one of the parties and that makes the performance of the agreement temporarily impossible - suspends the performance of the agreement. If the event of force majeure exceeds a period of three (3) months, each party shall be entitled to terminate the agreement with immediate effect, without any indemnification obligation of any kind.

  2. COMMAND WHY and the Client undertake to notify the other party without delay as soon as a case of force majeure arises and as soon as the case of force majeure ceases to have effect

11. Termination

  1. If the agreement between COMMAND WHY and the Client was entered into for a definite period and is not terminated by the end of the definite expiry date, but is continued after the agreed period has expired, parties agree, unless otherwise agreed in writing, that an agreement of indefinite duration has been concluded from the expiry date of the previous agreement, on the same terms and conditions as the previous one, except for the definite period.

  2. If the agreement between COMMAND WHY and the Client is entered into for an indefinite period, either party has the right to terminate the agreement unilaterally and without giving reasons, provided the other party is given a notice period of at least three (3) months. If no notice period is respected, it will be replaced by a severance payment corresponding to a period of three (3) months. The other party must be notified of the termination of the agreement by registered letter. The notice period commences on the first day of the calendar month following the calendar month in which the termination was given.

  3. If the Client commits a material breach of its obligations under the agreement and has not remedied this material breach within fifteen (15) days following receipt of a request by COMMAND WHY, COMMAND WHY is entitled to terminate the agreement without respecting a notice period or severance payment, as stated under clause 1.2 of these general terms and conditions.

  4. If the agreement between COMMAND WHY and the Client was entered into for a definite period and the Client terminates the agreement before the expiration of the initial term, the Client will owe COMMAND WHY a termination fee equal to the amount still owed up to the expiry date of the initial period of the agreement.

  5. COMMAND WHY shall be entitled to terminate the agreement, with immediate effect, without prior judicial intervention and without respecting the notice period or severance payment as stated in clause 1.2 of these general terms and conditions, upon the death of the Client, if the Client is a natural person, or if the Client becomes insolvent or enters into liquidation, files for a petition in bankruptcy, has been declared bankrupt or has filed a voluntary petition for proceedings in temporary relief of creditors ("gerechtelijke reorganisatie/réorganisation judiciaire"), provided, however, in the latter case, that the Client commits a material breach of its obligations under the agreement and has not confirmed within fifteen (15) calendar days following receipt of a request by COMMAND WHY to that effect, that it will continue to perform the agreement and honour all of its obligations thereunder.

12. Confidentiality

  1. COMMAND WHY and the Client undertake reciprocally to maintain the confidentiality of all data and information about each other's identity and organisation, clients, personal details, data and services that they became aware of prior to and during the performance of the agreement.

  2. These confidential obligations do not apply to data and information, as referred to in clause 1.1 of these general terms and conditions, (i) if the data and information are – or become – legally and publicly available to COMMAND WHY or the Client without breach of these general terms and conditions, (ii) if the data and information were already in the receiving party's possession at the time of its disclosure by the other party, or (iii) if  the disclosure is required under any relevant law, regulation or order of the court, provided that the other party is given prompt notice of such requirement or such order. The scope of such disclosure should in any case be as limited as possible.

  3. This confidentiality obligation shall apply during the agreement and for a period of five (5) years as of its termination.

13. Non-poaching

  1. During the performance of the agreement and for a period of 18 months after its termination, the Client and its appointees are not permitted to enter into any direct or indirect business, employment or other similar relationship with an employee, worker or appointee of COMMAND WHY, except with the prior and express written consent of COMMAND WHY.

  2. In the event of a breach of this clause, the Client shall pay to COMMAND WHY liquidated damages equal to twelve (12) months of the employee's gross wages, or 12 months of gross compensation if the worker is self-employed, as paid by COMMAND WHY.

14. Protection of personal data and information exchange

  1. COMMAND WHY complies with applicable data protection legislation, including the General Data Protection Regulation 2016/679 ("GDPR"). A copy of its privacy policy is available on its website (www.commandwhy.com). COMMAND WHY shall not process any personal data on behalf of the Client.

  2. The Client bears responsibility for the accuracy of the personal data that it provides to COMMAND WHY, and undertakes to comply with all applicable data protection legislation, including the GDPR.

15. Modification of general conditions​

  1. COMMAND WHY reserves the right to unilaterally amend these General Terms and Conditions, on the understanding that the amended conditions will only apply to a subsequent offer or order. The version that is in force at the moment an order is placed by the Client or an offer accepted, will be applicable to the legal relationship that arises from that order or offer.

16. Severability

If any provision (or part of any provision) of these general terms and conditions is unenforceable or conflicts with a provision of mandatory law, this shall not affect the validity and enforceability of the other provisions of these general terms and conditions or the validity and enforceability of that part of the provision in question that is not unenforceable or conflicts with a provision of mandatory law. In such an event, the parties shall negotiate in good faith to replace the unenforceable or conflicting provision with an enforceable and legally valid provision that most closely matches the purpose and intent of the original provision.

17. Jurisdiction clause and applicable law​

  1. These General Terms and Conditions as well as any agreement between COMMAND WHY and the Client are governed by Belgian law.

  2. The courts of the district of Antwerp, division Antwerp, have exclusive jurisdiction over all disputes, controversies and claims.

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