General Terms and Conditions
Innoframe | Baro Systems BV
Last updated: May 2026
Article 1. Introduction
These General Terms and Conditions (“GTC”) govern the contractual relationship between Innoframe and the Customer with respect to the provision of IT services, managed infrastructure, strategic advisory, and related deliverables. Unless explicitly agreed otherwise in writing, these GTC apply to the exclusion of any other general terms and conditions referenced in documents or communications issued by the Customer.
These GTC apply exclusively to B2B relationships. Innoframe does not contract with consumers as defined under Belgian consumer protection law.
Article 2. Definitions
The following terms have the meaning assigned to them below throughout this document.
Agreement: Any contract for the delivery of Services and/or Third-Party Products concluded between Innoframe and the Customer, which comes into effect upon Innoframe’s written acceptance of the Customer’s Order Form or upon countersignature of a Statement of Work.
Customer: The legal entity that has submitted an Order Form or Statement of Work accepted by Innoframe, and with which Innoframe has agreed to deliver Services or Third-Party Products under these GTC.
Deliverable: Any documented output, configuration, script, architecture design, report, or other work product produced by Innoframe specifically for the Customer under an Agreement.
Innoframe: Baro Systems BV, company number 0831.373.340, with registered office at Hoevensebaan 267, 2950 Kapellen, Belgium, trading under the brand name Innoframe.
Managed Services: Ongoing IT infrastructure management, monitoring, maintenance, and support services delivered by Innoframe on a recurring basis, as further described in the applicable Statement of Work or Service Schedule.
Order Form: A document issued by Innoframe and accepted by the Customer specifying the Services, Third-Party Products, fees, and applicable terms.
Service Level Agreement (SLA): A separate written document, if agreed upon, specifying availability targets, response times, and remedies applicable to Managed Services.
Services: All services provided by Innoframe to the Customer, including without limitation Strategic Advisory, Architecture and Design, Implementation, Managed Operations, and Hosting/VPS provisioning.
Statement of Work (SOW): A document agreed in writing by both parties describing the scope, timeline, fees, and acceptance criteria for a specific project or engagement.
Third-Party Products: Hardware, software licenses, domain registrations, VPS resources, or other products sourced by Innoframe from third-party suppliers and resold or provisioned for the Customer.
Working Day: Any period between 09:00 and 17:30 Central European Time on Monday through Friday, excluding Belgian public holidays.
Article 3. Scope of Services
3.1 Service Types
Innoframe provides the following categories of Services, each subject to a separate Order Form or SOW unless otherwise agreed:
- Strategic Advisory: IT strategy, vendor-independent infrastructure assessment, technology roadmapping, and CIO/CTO advisory.
- Architecture and Design: Design of open-source infrastructure stacks, network topology, security architecture, and system integration blueprints.
- Implementation: Deployment, configuration, migration, and commissioning of infrastructure components based on agreed designs.
- Managed Operations: Ongoing management, monitoring, maintenance, patching, and incident response for Customer infrastructure environments.
- Hosting / VPS Provisioning: Provisioning and management of virtual private server environments hosted at European providers, operated on behalf of the Customer.
3.2 Third-Party Products
Where Innoframe resells or provisions Third-Party Products (including without limitation Hetzner VPS instances, domain registrations, or third-party software), the following applies:
- Innoframe acts as an intermediary and is not the manufacturer, publisher, or primary licensor of such products.
- Warranties, support terms, and acceptable use policies of the relevant third-party supplier apply in addition to these GTC.
- Innoframe will communicate material changes to third-party pricing or availability as soon as reasonably practicable.
- The Customer acknowledges that availability of Third-Party Products depends on the relevant supplier and may be subject to conditions outside Innoframe’s control.
3.3 Subcontracting
Innoframe may engage qualified subcontractors for the performance of Services. Innoframe remains responsible to the Customer for the quality and delivery of Services performed by subcontractors.
3.4 Customer Cooperation
The Customer shall provide Innoframe in a timely manner with all information, access, credentials, and decisions reasonably required for the performance of Services. Delays or failures by the Customer to cooperate may extend delivery timelines and, where they result in additional costs for Innoframe, may give rise to additional charges notified in writing.
Article 4. Pricing and Payment
4.1 Fees
Fees are as stated in the applicable Order Form or SOW. All amounts are in euros and exclusive of Belgian VAT, which will be applied at the rate in force on the invoice date. Innoframe reserves the right to adjust its standard rates annually, with at least 30 days’ written notice for Customers on Managed Services agreements.
4.2 Recurring Services
Fees for Managed Services and Hosting are invoiced monthly in advance. Fees for one-off project Services (Advisory, Architecture, Implementation) are invoiced as specified in the SOW, which may include milestone-based or time-and-materials billing.
4.3 Payment Terms
Invoices are due and payable within 30 days of the invoice date, unless a different term is agreed in writing. Payment shall be made in full without set-off, deduction, or withholding.
4.4 Late Payment
In the event of non-payment by the due date:
a) Late interest accrues automatically and without notice at the rate of the statutory interest rate under the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, plus 4% per annum, calculated daily from the due date.
b) A flat-rate administrative fee of EUR 75 is due automatically for each reminder issued.
c) Innoframe reserves the right to suspend Services until all outstanding amounts are paid in full, without prejudice to its right to terminate under Article 11.
4.5 Disputed Invoices
The Customer must raise any good-faith dispute regarding an invoice in writing within 14 days of receipt. Undisputed amounts remain payable by the original due date. The parties will endeavour to resolve disputes within 30 days of the written notice.
Article 5. Delivery and Acceptance
5.1 Project Services
For project-based engagements, the SOW will specify delivery milestones and acceptance criteria. The Customer shall review Deliverables within 10 Working Days of submission. If no written objection is raised within that period, the Deliverable is deemed accepted. Where objections are raised, Innoframe will address material defects and resubmit for a further 5 Working Day review period.
5.2 Managed Services and Hosting
Managed Services and Hosting commence on the date specified in the Order Form and continue on a month-to-month basis unless terminated in accordance with Article 11.
5.3 Working Hours
Services are delivered during Working Days unless the SOW expressly provides otherwise. Delivery outside Working Hours may be arranged by prior written agreement and may attract a premium as specified in the Order Form.
Article 6. Intellectual Property
6.1 Pre-existing IP
Each party retains ownership of all intellectual property rights in materials developed independently of the Agreement (“Background IP”). Nothing in these GTC transfers ownership of Background IP.
6.2 Deliverables
Unless expressly agreed otherwise in the applicable SOW, upon full payment of all fees due under the Agreement, Innoframe grants the Customer a perpetual, non-exclusive, non-transferable licence to use Deliverables created specifically for the Customer under that Agreement, for the Customer’s own internal business purposes. Innoframe retains ownership of all methodologies, tools, templates, and know-how underlying such Deliverables.
6.3 Third-Party Licences
Where Services incorporate open-source software or third-party components, those components remain subject to their respective licences, which the Customer agrees to comply with. Innoframe will identify material third-party licence obligations in the applicable SOW.
Article 7. Confidentiality
7.1 Obligations
Each party undertakes to keep confidential all non-public information received from the other party in connection with the Agreement (“Confidential Information”), to use it solely for the performance of the Agreement, and to disclose it only to employees, contractors, or advisors who need to know it and are bound by equivalent obligations.
7.2 Exclusions
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these GTC; (b) was already known to the receiving party at the time of disclosure; (c) is independently developed by the receiving party without reference to Confidential Information; or (d) must be disclosed by law or regulatory requirement, provided the disclosing party is notified in advance where legally permissible.
7.3 Duration
Confidentiality obligations survive termination or expiry of the Agreement for a period of three years.
Article 8. Data Protection
8.1 Compliance
Each party shall comply with all applicable data protection legislation, including Regulation (EU) 2016/679 (GDPR) and any implementing national legislation, in connection with personal data processed under or in connection with the Agreement.
8.2 Data Processing Agreement
Where Innoframe processes personal data on behalf of the Customer as a data processor, the parties shall enter into a separate Data Processing Agreement (DPA) that meets the requirements of Article 28 GDPR prior to the commencement of such processing. In the absence of a signed DPA, Innoframe will not process personal data on the Customer’s behalf.
8.3 Security
Innoframe implements appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access, commensurate with the nature and sensitivity of the data processed.
Article 9. Warranties and Disclaimer
9.1 Innoframe’s Warranties
Innoframe warrants that: (a) it has the right and authority to enter into this Agreement; (b) Services will be performed with reasonable skill and care by qualified personnel; and (c) Deliverables will materially conform to the specifications agreed in the applicable SOW.
9.2 Customer’s Warranties
The Customer warrants that: (a) it has the right and authority to enter into this Agreement; (b) all information provided to Innoframe is accurate and complete; and (c) the Customer holds all rights and permissions necessary to allow Innoframe to access its systems and data for the purpose of performing the Services.
9.3 Third-Party Products
Third-Party Products are provided subject to the terms and warranties of the relevant supplier. Innoframe passes through to the Customer any warranties provided by third-party suppliers to the extent it is entitled to do so, but makes no additional warranty in respect of Third-Party Products beyond what the supplier provides.
9.4 Disclaimer
Save as expressly set out in Article 9.1, Innoframe disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by applicable law.
Article 10. Limitation of Liability
10.1 Exclusion of Consequential Loss
Neither party shall be liable to the other for any indirect, incidental, special, or consequential damages, including without limitation loss of profits, loss of revenue, loss of data, loss of business opportunity, or business interruption, however caused and regardless of the theory of liability, even if the party has been advised of the possibility of such damages.
10.2 Aggregate Cap
Innoframe’s total aggregate liability to the Customer under or in connection with an Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid or payable by the Customer to Innoframe under that Agreement in the six-month period immediately preceding the event giving rise to the claim.
10.3 Exceptions
Nothing in these GTC limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable Belgian law.
10.4 Mitigation
Each party has a duty to take reasonable steps to mitigate any loss or damage it suffers.
Article 11. Term and Termination
11.1 Term
Project-based Agreements commence on the date of written acceptance and continue until completion of the agreed Deliverables or as specified in the SOW. Managed Services and Hosting agreements run on a month-to-month basis from the commencement date.
11.2 Termination for Convenience
Either party may terminate a Managed Services or Hosting agreement for any reason by giving 30 days’ written notice to the other party. Project-based Agreements may only be terminated for convenience by mutual written agreement.
11.3 Termination for Cause
Either party may terminate an Agreement with immediate effect by written notice if:
a) the other party commits a material breach of the Agreement that, if capable of remedy, is not remedied within 30 days of receiving written notice specifying the breach; or
b) the other party becomes insolvent, is subject to voluntary or involuntary insolvency proceedings, ceases to trade, or makes any arrangement with its creditors.
11.4 Termination for Non-Payment
Innoframe may terminate any Agreement immediately upon written notice if the Customer fails to pay any undisputed amount within 30 days of the due date.
11.5 Effect of Termination
On termination or expiry of an Agreement:
a) All accrued payment obligations become immediately due and payable.
b) Each party shall promptly return or, at the other party’s election, destroy any Confidential Information belonging to the other party.
c) For Hosting and Managed Services, Innoframe will cooperate in good faith with a reasonable handover period of up to 30 days to assist the Customer in migrating to an alternative provider, chargeable at Innoframe’s standard day rate.
d) Provisions that by their nature should survive termination (including Articles 6, 7, 8, 10, and 13) shall remain in force.
Article 12. Force Majeure
Neither party shall be in breach of the Agreement nor liable for delay or failure in performance to the extent such delay or failure is caused by circumstances beyond that party’s reasonable control, including without limitation acts of God, war, civil unrest, government action, pandemic, widespread internet or infrastructure outages, or third-party supplier failures. The affected party shall: (a) notify the other party promptly in writing; and (b) use reasonable efforts to mitigate the impact and resume performance as soon as practicable.
Article 13. Governing Law and Disputes
13.1 Governing Law
These GTC and all Agreements are governed by Belgian law, excluding its conflict-of-law rules and excluding the United Nations Convention on the International Sale of Goods.
13.2 Dispute Resolution
The parties shall first attempt to resolve any dispute through good-faith negotiations at senior management level for a period of 30 days following written notice of the dispute.
13.3 Jurisdiction
If a dispute is not resolved through negotiation, it shall be subject to the exclusive jurisdiction of the Commercial Court of Antwerp (Rechtbank van Koophandel Antwerpen, afdeling Antwerpen).
Article 14. General Provisions
14.1 Entire Agreement
These GTC, together with any applicable Order Form, SOW, SLA, or DPA, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior agreements, representations, and understandings. In the event of conflict, the SOW or Order Form prevails over these GTC.
14.2 Amendments
Innoframe may update these GTC from time to time. The updated version will be published on innoframe.com. For Customers on active Managed Services agreements, Innoframe will provide at least 30 days’ written notice of material changes. Continued use of Services after the notice period constitutes acceptance of the updated GTC.
14.3 Assignment
Neither party may assign or transfer any rights or obligations under an Agreement without the prior written consent of the other party, except that Innoframe may assign its rights and obligations to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the Customer is notified in writing.
14.4 Severability
If any provision of these GTC is held to be invalid, unlawful, or unenforceable under applicable law, it shall be severed from the remaining provisions, which shall continue in full force and effect. The parties shall negotiate in good faith a valid replacement provision that achieves as closely as possible the original intent.
14.5 Waiver
No failure or delay by a party in exercising any right or remedy provided by law or under the Agreement shall constitute a waiver of that right or remedy.
14.6 Notices
All formal notices under these GTC must be in writing and sent by registered post with acknowledgement of receipt, or by email with confirmed delivery, to the addresses specified in the Order Form or SOW. Notices take effect on the confirmed date of receipt.
14.7 Anti-Corruption
Each party shall comply with all applicable anti-bribery and anti-corruption laws and regulations, including the Belgian Criminal Code provisions on corruption. Neither party shall make or offer any improper payment or benefit in connection with this Agreement. A breach of this provision is considered a material breach entitling the other party to terminate immediately.
14.8 Export Controls
The Customer shall comply with all applicable export control regulations, including EU dual-use regulations (EU Regulation 2021/821) and any applicable national export control laws. The Customer indemnifies Innoframe against any claim, loss, or cost arising from the Customer’s failure to comply with applicable export control obligations.
14.9 Independent Contractors
The parties are independent contractors. Nothing in these GTC creates any partnership, joint venture, employment, or agency relationship between the parties.
14.10 Third-Party Rights
These GTC do not confer any rights on third parties. Only the parties to an Agreement may enforce its terms.
Baro Systems BV | Hoevensebaan 267, 2950 Kapellen, Belgium | BE 0831.373.340 | innoframe.com
Version May 2026. This document supersedes all previous versions of Innoframe’s General Terms and Conditions.