General terms and conditions

Definitions

The following definitions apply:

“IDEWE” – IDEWE VZW – External Service for Prevention and Protection at Work, a non-profit organisation under Belgian law, with its registered office at Interleuvenlaan 58, 3001 Leuven, Belgium, and registered with the Crossroads Bank for Enterprises under company number 0409.862.612.

“Client” – IDEWE’s clients with whom IDEWE concludes an agreement relating to its statutory or additional services.

“Parties” – IDEWE and the Client.

“Services or Provision of Services” – The services provided by IDEWE.

“Affiliation Agreement” – The agreement that IDEWE, in its capacity as an External Service for Prevention and Protection at Work, is legally obligated to conclude with its Clients.

“Service Agreement” – The agreement that IDEWE, in its capacity as an External Service for Prevention and Protection at Work, concludes with its Clients in relation to additional services.

“Agreement” – The present General Terms and Conditions, together with the Affiliation Agreement or, where applicable, the quote, purchase order or any other document referred to in the agreement. 

“DataProtection Legislation” – Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2026 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), together with the codes of practice, codes of conduct, regulatory guidelines and standard clauses and other related legislation arising from such Directive or Regulation, as amended from time to time.

“My IDEWEProfessional” – IDEWE’s online client area.

“PartnerServices” – The services provided by the Partner to IDEWE’s Clients as set out in the agreement signed with the partner.

Article 1 – General provisions

These General Terms and Conditions (hereinafter: the “General Terms and Conditions”) apply to all Agreements and orders concluded between IDEWE and the Client, as well as to all invoices issued by IDEWE, unless special written terms and conditions or Agreements between IDEWE and the Client expressly stipulate otherwise. 

By signing an Agreement, quote or order form from IDEWE, the Client expressly accepts these General Terms and Conditions. Acceptance or execution of the Agreement constitutes irrefutable proof that the Client agrees to the General Terms and Conditions. 

The Agreement with IDEWE may consist of the Affiliation Agreement or the Service Agreement itself, a quote, an order form, invoices, specific terms and conditions, general terms and conditions and appendices. In the event of a conflict between a provision in these General Terms and Conditions and one in the aforementioned documents, the documents shall take precedence in the order specified. 

The Client expressly acknowledges that it waives its own general and/or specific terms and conditions, even if they stipulate that only those terms and conditions apply.

IDEWE reserves the right to amend the General Terms and Conditions and the services available. Amendments to these General Terms and Conditions shall be published on IDEWE’s official website (https://www.idewe.be/en) at least thirty calendar days before they enter into force. The continued cooperation shall constitute acceptance of said amended terms and conditions. 

Article 2 – Provision of services 

IDEWE undertakes to provide the services i) in a professional manner, with the required care and expertise, and in accordance with all applicable laws and regulations; ii) based on the data and information provided by the Client. IDEWE may rely on the accuracy, completeness and legality of the information provided by the Client. IDEWE shall not be liable for any loss or damage suffered by the Client as a result of fraud, deceit and/or withholding of information by the Client. 

IDEWE reserves the right to determine, at its own discretion, which employees or external service providers are used in the execution of the services, and to replace them during the assignment if necessary. In the event of staff being replaced during the execution of the assignment, IDEWE shall ensure an adequate transfer, without the Client being entitled to claim any compensation or additional costs at IDEWE’s expense.

The Agreement shall not create a hierarchical relationship between IDEWE’s staff and the Client. Unless stipulated by contract, IDEWE’s staff may not therefore be considered as employees of the Client at any time. 

IDEWE reserves the right to use artificial intelligence to improve the efficiency, accuracy and quality of its services. Artificial intelligence shall only be used in accordance with the applicable laws and regulations.

Article 3 – Prices and payments 

All IDEWE prices are expressed in euros or, where applicable, in prevention units, and exclude taxes, duties and levies. 

The rates stated on quotes are the rates valid during the year in which the quote is drawn up. Such rates are indexed on 1 January each year in accordance with the flattened health index. The services shall always be charged at the rate valid during the year in which the service is provided.

With the exception of the contributions due by law, IDEWE shall be entitled to implement a proportionate price increase if the period between the order and execution, due to objective circumstances beyond IDEWE’s control, is longer than six months and prices increase during that time (for example, due to increases in wages, material costs, statutory minimum rates, etc.), even if such increases were foreseeable. Any price adjustments must be proportionate and must only relate to the portion of the price related to the increased costs. 

Invoices issued between companies liable for VAT in Belgium must comply with the legal obligations regarding electronic invoicing that entered into force on 1 January 2026. In this regard, IDEWE’s invoices shall be sent exclusively as a structured electronic invoice using the Peppol network.

It is the sole responsibility of the Client to have all necessary technical and organisational means at its disposal in a timely manner so as to be able to receive such structured electronic invoices. 

IDEWE cannot be held liable for any damage, delay or adverse consequences resulting from the absence, malfunction or incorrect configuration of the technical infrastructure, be it temporary or permanent in nature, on the Client’s side.

Invoices must be paid within thirty days of receipt. If invoices are unpaid, they shall be paid without notice of default and automatically, with late payment interest charged at the interest rate set out in accordance with the Belgian Law of 2 August 2002 on combating late payment in commercial transactions. Said interest in the event of late payment shall be charged from the due date of the invoices and with a flat-rate compensation of 10%, with a minimum of €40.00, without prejudice to IDEWE’s right, by way of derogation from Article 5.88(1) of the Belgian Civil Code, to claim higher compensation for the damage actually suffered and which becomes due automatically. Objections to an invoice must be notified by email to klantenboekhouding@idewe.be within ten (10) working days of receipt. Failing such an objection, the Client shall be deemed to have accepted the invoice. 

Invoices issued by IDEWE that comply with all legal requirements for invoices and which are sent in the manner set out by law to the Client’s valid registered address, shall be deemed to have been validly received and shall signal the start of the payment term. Any missing information that is used solely for internal processing of the invoice by the Client may not give rise to a suspension or extension of the payment term.

Invoicing details on the order form may no longer be amended afterwards.

Any costs incurred by sending reminders using a bailiff shall be owed in addition to compensation for damages.

Failure to pay an invoice by the due date shall incur the immediate payment of all outstanding invoices, without prejudice to IDEWE’s right to demand payment of the costs and fees incurred for the services provided up until such time. This shall also apply in the event of the Client’s bankruptcy or (legal) restructuring.

IDEWE reserves the right to suspend and terminate, if needed, the execution of its contractual obligations if the Client fails to comply with its payment obligations. 

Article 4 – Liability 

IDEWE may only be held liable in the event of intent to commit fraud. Under no circumstances shall IDEWE be held liable for any unforeseeable, indirect, consequential or other similar damages (including, but not limited to, damages for loss of profit, revenue, business, contracts or clients, loss of or damage to data, loss of goodwill, damage to equipment, loss of opportunity, loss of expected savings, and costs for obtaining replacement goods or services), even if IDEWE has been advised or informed of the possibility of such costs or damage.

The Client may only make a claim for damages caused by IDEWE or its appointed representatives under contract against IDEWE itself. For errors committed under the contractual relationship between IDEWE and the Client, the statutory provisions with regard to non-contractual liability cannot be enforced against IDEWE’s agents (within the meaning of Article 6.3(2) of the Belgian Civil Code).

For IDEWE’s employees, the liability arrangements as set out in the first and second paragraphs of Article 18 of the Belgian Employment Contracts Act of 3 July 1978 shall continue to apply in full. 

Claims for indemnification or joint declaration against IDEWE employees are also expressly excluded.

Irrespective of the legal basis or cause of damage (including negligence and gross negligence) arising from or in connection with the Agreement, IDEWE’s liability shall be limited to what is provided for by law and within the limits of the insurance policies taken out by IDEWE, and in any case to the amount set out in the Agreement.

If the services are provided on demand under a Service Agreement and damage arises from or is related to a specific service, IDEWE’s total liability, as described above, shall be limited to an amount equal to the fees owed to IDEWE for that specific service.

If the services relate to periodic work, IDEWE’s total liability shall be limited to the fees due for the periodic work carried out over the past year.

If several claims arise from one and the same error, this shall be deemed to be a single claim. IDEWE’s total liability shall be limited to the amount described above, irrespective of the number of individual claims for damages.

If IDEWE offers software, digital tools or online applications, these shall be provided “as is”. IDEWE does not guarantee error-free operation and shall not be liable for any damages resulting from its use (unless such use is intentional or fraudulent).

The Client shall defend, indemnify and hold IDEWE harmless from any demand, claim, loss, liability or damages of any kind, including reasonable legal fees, whether in tort or contract, incurred as a result of or arising from a breach of the Agreement by the Client. 

This also applies, and in particular as part of Partner Services, where the Partner or the Client commits a contractual or non-contractual breach of contract with each other. 

Article 5 – Confidentiality 

The Parties shall use their best efforts to protect the other Party’s confidential information from unauthorised disclosure to third parties.

Unless otherwise agreed by IDEWE, the Parties shall only use the confidential information that the Parties share with each other as part of the cooperation between the Parties. The Parties shall only make said confidential information available to their directors, employees, suppliers and (sub)contractors on a need-to-know basis and insofar as is necessary for the execution of this Agreement.

The Parties shall be liable for the actions and omissions of their directors, employees, suppliers and (sub)contractors that result in the unauthorised dissemination, use and/or disclosure of confidential information, as if such actions or omissions were their own.

The obligations of the Client relating to the confidential information shall remain in force for a period of five (5) years after the end of the Agreement. 

Subject to compliance with the statutory retention obligation, the Parties shall, upon termination of the cooperation, for any reason whatsoever, return all confidential information they have received from each other and all copies thereof to each other or, at the other Party’s decision, delete or destroy all confidential information. 

IDEWE may use the information obtained to run data analyses, improve its services, carry out scientific research and more, provided the data is anonymised beforehand.

The information may be combined with other data sources and shall only be shared with third parties if it does not contain personal data or commercially sensitive information.

In principle, IDEWE uses technology infrastructure located within the European Economic Area and aims to process its data within this region as far as possible.

In exceptional cases, IDEWE may use external service providers whose infrastructure is located, in whole or in part, outside the European Economic Area (as part of using cloud solutions, for example). In such cases, IDEWE shall ensure that any transfer and processing of personal data outside the European Economic Area takes place in strict compliance with the applicable Data Protection Legislation, including the required appropriate safeguards (such as the European Standard Contractual Clauses or an equivalent protection mechanism).

Article 6 – Intellectual property rights 

IDEWE remains the owner of its own intellectual property rights in full with regard to the Client. All intellectual property rights relating to videos, photos, brochures, modules, software programs, learning resources and/or other physical works are the property of IDEWE. Such intellectual property rights include, but are not limited to, copyrights, patents, related rights, unregistered and registered drawing and model rights, know-how and other possible intellectual property rights, as well as the right to request the registration of such rights. The use of such documentation shall not mean that the Client acquires the intellectual property rights to such documentation from IDEWE at any time. Without prejudice to the above, the Client shall only acquire a (material) property right to one or more physical or digital copies of a product or result of the Services, after full payment for the Service and to the extent that this is confirmed in writing.

Insofar as the Client has provided services giving rise to intellectual property rights as part of the cooperation with IDEWE, the Client shall automatically and irrevocably transfer such rights to IDEWE. Such transfer shall apply from the moment the intellectual property rights arise and for all forms of use, worldwide and for the entire period of protection relating to the works. 

All IDEWE employees shall, as part of the provision of services, be authorised to use, further develop and share knowledge, experience and skills acquired during the Services.

Article 7 – Early termination 

IDEWE may terminate the contractual relationship with the Client immediately by providing notice in writing if the Client:

1. commits a material breach of this Agreement and fails to remedy such breach within thirty calendar days of receipt of a notice of default;
2. becomes the subject of voluntary or involuntary bankruptcy, insolvency or similar proceedings, or otherwise enters liquidation or ceases trading.

In the above cases, IDEWE may suspend the execution of all current Agreements with the Client in whole or in part, and all claims by IDEWE against the Client shall become immediately due and payable.

Given the specific nature of IDEWE’s Services, the application of Articles 5.90(2) and 5.98 in conjunction with Article 5.239(2) of the Belgian Civil Code is expressly excluded for the Client. 

IDEWE shall be entitled to terminate the Agreement immediately, without notice, without payment of any damages and without prior judicial intervention in the event of a contractual default by the Client, including, but not limited to, the provision of incorrect or incomplete information, the failure to provide necessary information on time, the failure to pay invoices due or the failure to comply with the agreed rules and procedures.

This right shall only apply if there are serious grounds to believe that the Client will not comply with its obligations.

In all cases, IDEWE retains the right to payment and invoicing for Services provided, as set out in Article 3 of these General Terms and Conditions.

Article 8 – Force majeure 

If one of the Parties is prevented from complying with its contractual obligations due to force majeure, including, but not limited to, floods, riots, fire, judicial or government measures, labour disputes, power failures, cybercrime or any other cause beyond the Party’s control, such Party shall be exempt from complying with its contractual obligations to the extent that it is prevented, impeded or delayed by such causes. Neither Party shall commit a contractual breach as a result. If the force majeure situation persists for more than three months, either Party may terminate the Agreement without judicial intervention.

Article 9 – Change in circumstances

Pursuant to Article 5.74 of the Belgian Civil Code, IDEWE reserves the right to renegotiate the Agreement and/or specific proposals, conditions and prices if a change in circumstances makes the implementation thereof excessively difficult. Such circumstances may include, but are not limited to, changes in applicable laws or regulations or changes in market circumstances.

Article 10 – Software and online applications 

IDEWE shall make every effort to keep the software and online applications operational and available to the Client. However, IDEWE cannot guarantee that such applications are completely error-free or that they will operate without interruption at all times. Furthermore, IDEWE shall not be obliged to restore damaged or lost data.

The software and online applications may contain references to websites or Services that are not managed by IDEWE. IDEWE is not responsible for the content or security of such external websites and cannot be held liable for any damage resulting from their use. 

IDEWE has taken appropriate technical and organisational measures to prevent unauthorised access to its software and online applications and to ensure the confidentiality of the information processed therein. As an example, most applications require multi-factor authentication for users, firewalls are used to protect systems, and information is processed in a secure (i.e. encrypted) manner. 

The Client must also take all reasonable measures to protect its systems against viruses, malware, unauthorised access or other security risks and to ensure the integrity of the programs and files on its systems. The Client must inform IDEWE without delay once it becomes aware of a situation that may jeopardise the security or correct operation of IDEWE’s software or online applications.

IDEWE shall inform the Client in good time if the right of use or the applicable terms and conditions need to be amended. IDEWE reserves the right to amend the terms and conditions, functionalities and availability of its software and online applications. Although IDEWE shall make every effort to inform the Client in good time, IDEWE cannot be held liable for any damage arising from the modification, temporary unavailability or discontinuation of the relevant applications.

IDEWE also reserves the right to suspend, restrict, remove or deactivate the Client’s access to its software and online applications, with or without prior notice, when deemed necessary (such as in the event of maintenance, security incidents or other necessary adjustments). If IDEWE suspects that a breach has taken or is at risk of taking place or that the Client is not complying with its obligations regarding the use of the software and online applications, IDEWE may suspend access immediately and without prior notice. IDEWE reserves the right to recover from the Client all damages and costs arising from unlawful use in full. This may also include indirect damage, loss of profit or other consequential damage.

The Client shall indemnify IDEWE, as well as its employees, against all third-party claims arising from unlawful or incorrect use.

The use of IDEWE’s software and online applications shall be subject to these General Terms and Conditions and the provisions contained in the Agreement. If the Client does not accept these terms and conditions, it must stop using the software and online applications immediately.

Clients who have signed an affiliation agreement with IDEWE shall have access to My IDEWE Professional, IDEWE’s online client portal through which Clients can exchange information with IDEWE. 

IDEWE shall grant the Client personalised access to My IDEWE Professional. It is the Client’s responsibility to determine new or amended access and usage rights for employees and, if necessary, to communicate such rights to IDEWE in a timely and correct manner. 

The Client acknowledges and accepts that it is responsible for securing its access data and for preventing the misuse thereof. Access rights are strictly personal, non-transferable and may only be used for the agreed purposes. The Client shall indemnify IDEWE against any damage, costs or losses arising from the unlawful or incorrect use of My IDEWE Professional by the Client or its employees.

IDEWE may offer a range of functionalities, including reports, dashboards and planning tools, through My IDEWE Professional. The Parties can upload and consult data within the platform. The Client is solely responsible for the use of these functionalities and for the integrity and reliability of the information entered by the Client. The Client must make sure that data cannot be traced in a manner that is contrary to the applicable regulations and must ensure that all information is stored securely.

IDEWE may not under any circumstances be held liable for the use of My IDEWE Professional by the Client or by employees to whom the Client has granted access.

The transfer of personal data between the Parties through My IDEWE Professional constitutes a transfer between independent data controllers within the meaning of the General Data Protection Regulation (GDPR). The Client is also the data controller regarding managing the access of its employees to and within the platform.

The Client accepts that IDEWE may access My IDEWE Professional and the associated functionalities, and may consult, use, adapt or delete the data when deemed necessary as part of its legal provision of services or the operation of the platform.

The Client’s right of use shall apply for the same duration as the agreed Services, unless expressly agreed otherwise. The right of use shall end immediately upon termination of the provision of service, and IDEWE may block, delete or deactivate the Client’s access and all related accounts. The Client shall be responsible for making back-ups on time and for storing data securely.

Article 11 – Non-solicitation clause 

The Client undertakes, for the duration of this Agreement and for a period of one (1) year thereafter, except with the prior written consent of IDEWE, to refrain from, either directly or indirectly, i) inducing or attempting to induce IDEWE staff or service providers to terminate their relationship with IDEWE, offering them work or employing them (whether as an employee or as a self-employed service provider or otherwise); or (ii) intervening in the relationship between IDEWE and its staff and/or service providers in any other way.

This non-solicitation obligation applies worldwide. Furthermore, this non-solicitation obligation does not prevent the Client from placing general advertisements or otherwise recruiting persons using methods designed to reach the wider public.

The Client acknowledges that a violation of this Article will cause serious harm to IDEWE, which may be impossible to calculate precisely. The Parties therefore expressly agree that the Client shall pay IDEWE a flat-rate compensation of €50,000.00 for each breach of this Article. If the actual damage suffered exceeds this amount, the difference between the actual damage and the flat-rate compensation shall – by way of derogation from Article 5.88(1) of the Belgian Civil Code – become automatically due and payable by the other Party.

The Parties agree that the obligations described in Article 11 are reasonable and necessary to protect each other’s legitimate interests. 

Article 12 – Disputes 

The Client shall notify IDEWE in writing of any disputes relating to the Services within thirty days of the provision of the Services to which the dispute relates or, if the Client can demonstrate that the defect could not reasonably have been established earlier, within thirty days of its discovery.

Notification of a dispute does not release the Client from its payment obligation.

If a dispute is found to be justified, IDEWE reserves the right, at its own discretion, to remedy the shortcoming, execute the disputed Service again, or credit the invoices with a proportionate amount. 

Article 13 – Data protection and security 

IDEWE processes all data in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679; GDPR) and shall ensure the necessary technical and organisational protection measures are in place. 

The Client guarantees that all personal data transferred to IDEWE as part of execution of the Agreement with IDEWE has been processed by the Client in accordance with the applicable data protection laws and regulations.

The Client may consult a full overview of the privacy policy at www.idewe.be/en/privacy. By accepting the General Terms and Conditions, the Client acknowledges that it is aware of and agrees to the privacy policy. 

In the context of Partner Services, IDEWE does not process any personal data relating to the Client or its employees, unless expressly stipulated otherwise.

The Client shall conclude a direct data processing agreement with the Partner insofar as is required by the applicable laws and regulations, such as the General Data Protection Regulation (GDPR). 

The Client may not, under any circumstances, hold IDEWE liable for any damages related to the processing of personal data by the Partner, and shall indemnify IDEWE against any third-party claims (including its employees) relating thereto.

The National Registry Sectoral Committee authorises External Services for Prevention and Protection at Work, including IDEWE, to use employees’ national register number in communications with affiliated employers, to allow for the optimal monitoring of individual and prevention records. IDEWE may only use national registration numbers in its relations with employers to receive or provide information about a number’s holder in the context of legal or regulatory obligations, such as those imposed by the regulations on work-related diseases and accidents at work.

Article 14 – Electronic communication and signature 

The Parties shall usually communicate by letter or by email. The Client acknowledges and accepts the inherent risks of using email. Each Party shall provide all notifications or other official communications required or permitted under this Agreement to the other Party at the address of the other Party’s registered office, in writing and by registered letter or by a nationally recognised courier service. Such notifications shall come into effect upon receipt or refusal of delivery. In the case of delivery by registered letter, the notification shall be deemed to have been made three calendar days after dispatch, with the date of the postmark serving as proof. 

The Parties agree that both (i) documents signed using digital signatures that are classified as so-called ‘electronic signatures’, ‘advanced electronic signatures’ or ‘qualified electronic signatures’ under the eIDAS Regulation (Regulation (EU) No. 910/2014) and (ii) scanned versions of duly signed paper versions of the Agreement sent by email in PDF format to the other Party under this Agreement shall have the same evidential value as if it were an original document signed by hand.

Article 15 – Transfer 

A Party may not transfer this Agreement to a third party without the prior written consent of the other Party. A Party may, however, transfer this Agreement to (i) a parent company or subsidiary; (ii) a purchaser of all or substantially all of the assets involved in the activities relevant to this Agreement; or (iii) a successor through a merger or other combination. Any alleged transfer contrary to this Article shall be null and void. This Agreement shall be enforceable by and binding on permitted successors and assignees.

Article 16 – Severability and nullity

Should any provision of these General Terms and Conditions or of the Agreements to which these General Terms and Conditions apply be declared invalid or unenforceable by a competent court, such provisions shall be interpreted to the greatest extent possible in accordance with the intent of the invalid or unenforceable provisions, and all other provisions shall remain in full force and effect.

The invalidity of any provision in these General Terms and Conditions shall not affect the validity and application of the remaining provisions in these General Terms and Conditions. The Parties shall endeavour to negotiate in good faith a valid clause to replace the invalid provision.

Article 17 – Absence of waiver 

IDEWE’s failure to enforce any right or provision of these General Terms and Conditions, of the Agreements to which these General Terms and Conditions apply, or of any applicable law shall not constitute a waiver of such right or provision, unless acknowledged and agreed otherwise in writing by IDEWE.

Article 18 – Language and interpretation

These General Terms and Conditions were originally drawn up in Dutch. Any translations into other languages are provided for information purposes only.

In the event of inconsistencies, discrepancies or differences in interpretation between the Dutch version and a translated version, the Dutch version shall be binding and shall take precedence.

Article 19 – Applicable law and jurisdiction 

This contractual relationship between the Parties shall be interpreted fairly in accordance with its provisions, without any strict interpretation for or against either Party, in accordance with Belgian law and without applying any conflict of law rules. The competent courts of Antwerp shall have exclusive jurisdiction over all disagreements or disputes arising from or relating to these General Terms and Conditions or their subject matter that cannot be resolved by amicable settlement within a period of thirty days of the date on which one Party presented the disagreement or dispute to the other.