Last updated: March 17, 2025
These General Terms and Conditions apply to the supply of hardware ('Devices') and the supply of consultancy or other services ('Services') by Elausys to you (the 'Customer'). They replace, without exception, all of the Customer's terms and conditions of quotation, acceptance, purchase and/or delivery, even if they stipulate the opposite. By placing an order ('Order'), the Customer automatically accepts these General Terms and Conditions, also for repeat orders, and waives its own terms and conditions.
For the purposes of these Terms, 'Software' means all software embedded in, supplied with, or required for the operation or configuration of the Devices, including but not limited to firmware, ETS application programs, parameter configurations, logic module structures, communication object definitions, and any associated documentation, in both object code and source code form.
No contract for the supply of Devices or Services (the 'Contract') between the Customer and Elausys exists until Elausys has accepted the Order from the Customer in writing or by performance. Every Contract will be governed by these General Terms and Conditions. The Customer may not alter, cancel or reschedule Contracts without Elausys's written consent.
Only the references appearing in Elausys's catalogues will be considered for Orders. No return of Devices will be accepted without Elausys's prior written agreement.
Elausys reserves the right to apply minimum quantities to the Orders that are at least equal to the smallest packing unit.
The prices applying for Devices and Services are those that are valid at the time of placing the Order.
Offers made by Elausys are valid for a period of 30 (thirty) calendar days, unless otherwise stated. Prices do not include taxes, duties and other charges or fees, such as fees for special packaging and labelling of the Devices, permits, certificates, customs declarations and registration (collectively 'Additional Charges'). Additional Charges are payable by the Customer.
Elausys will raise an invoice for each delivery.
Invoices must be paid, without set-off or deduction, on invoice date, unless Elausys has agreed to a different payment term in writing. On any unpaid invoice, Elausys can charge (i) interest at 12% per annum from the due date to the date of payment and (ii) a fixed fee of 10% of the sum owed with a minimum of 25 euros.
If the Customer fails to make any payment under this Contract, Elausys can suspend all deliveries of Devices yet to be made and/or suspend the Services and declare all unpaid invoices immediately due and payable.
Delivery dates or estimated delivery times communicated by Elausys are indicative only and shall not be binding. Elausys shall not be liable for any delays in delivery. A delay in delivery does not entitle the Customer to cancel the Order, to refuse delivery, or to claim any compensation.
Elausys reserves the right to deliver Devices that are equivalent to the Devices ordered in terms of price and functionality.
Elausys reserves the right to make partial deliveries. Each partial delivery shall be treated as a separate transaction and the Customer shall pay for each partial delivery upon receipt of the corresponding invoice. A delayed delivery of part of an Order does not give the Customer the right to cancel other deliveries.
Notwithstanding the transfer of risk, all Devices remain the property of Elausys until their selling price has been paid in full. Elausys reserves the right to reclaim Devices for which payment in full has not yet been made from the person holding the Devices. Until full payment, the Customer shall store the Devices separately and in a manner that identifies them as Elausys's property.
All Devices are shipped by a carrier selected by Elausys (such as UPS, DHL, or any other carrier designated at the time of the Order). Shipping fees are payable by the Customer and are indicated at the time of placing the Order. The shipping fees are non-refundable, except where the return is due to an error attributable to Elausys.
Risk of loss, damage, or destruction of the Devices passes to the Customer upon delivery of the Devices to the carrier. Once the Devices have been handed over to the carrier, Elausys shall not be liable for any loss, damage, delay, or misdelivery caused by the carrier. The Customer is responsible for inspecting the Devices upon receipt and for notifying both the carrier and Elausys in writing of any visible damage or shortage within three (3) business days of delivery.
For Devices, Elausys offers two (2) years' warranty from the date of delivery. The invoice date counts as the date of delivery. If there is no invoice, the date of production applies.
This warranty, as Elausys chooses, covers the repair, replacement or repayment of a Device, but does not cover any loss or damage or costs associated with the lack of compatibility, including the costs of third parties (who have become involved, whether or not on the instructions of the Customer).
In the event of a lack of compatibility, the Customer must notify Elausys thereof in writing not more than one (1) month following discovery of the problem. The Customer must also clearly describe the problem. Without a description of the problem, Elausys will only carry out a brief test of the basic functions of the Device.
The warranty conditions do not apply: (i) when the cause of a fault is an incorrect installation, improper or negligent use or incorrect operation or transformation of the Device; (ii) maintenance contrary to the maintenance instructions of the Device; (iii) external cause — a cause that is outside Elausys's control and that cannot be attributed to Elausys — such as moisture damage, damage due to overstress, etc; (iv) when the cause of the problem is inherent to the normal useful life or service life of the Device, such as a faulty fuse or flat battery that can be replaced by the Customer; (v) in cases in which Elausys's liability is excluded, as described in Article 6.
To the extent permitted by law, Elausys makes no other warranty, express or implied, such as warranty of merchantability, fitness for a particular purpose, uninterrupted use and non-infringement.
The present Special Warranty Conditions apply to the delivery of Special Orders. These are either Appliances modified by the Customer (1), either Appliances modified by Elausys at the Customer's request (2), or third parties products modified by Elausys at the Customer's request (3). In case of Special Orders, the following warranty conditions apply.
In accordance with Article 5 of the General Conditions of Sale, Elausys gives a warranty of 1 year from the date of Delivery of the customized Appliances covered by this order.
In accordance with Article 5 of the General Conditions of Sale, Elausys gives no warranty for faults caused by a modification of the Appliance. Elausys shall not be responsible and shall on no account be held liable for any loss or damage caused by an Appliance that has been modified by the Customer.
Notwithstanding Article 5 of the General Conditions of Sale, Elausys gives no warranty on customized Appliances covered by this order. This applies as well to adjustments made by Elausys to a product of a third party ("the original product"), as to the original product itself. In accordance with Article 6 of the General Conditions of Sale, Elausys shall not be liable for damage caused by products of third parties, including damage caused by the original product.
Elausys is not responsible and cannot under any circumstances be held liable for any form of loss or damage due to:
(a) faults or negligence of the Customer or a third party; (b) products and services of third parties; (c) the faulty functioning or non-functioning of the Internet connection, broadband connection or other service or infrastructure over which Elausys has no control; (d) incorrect use of the Devices or Services; (e) brief interruptions in the availability or functioning of the Devices or Services as a result of a technical intervention (such as maintenance); (f) faults in the Devices or Services over which Elausys has no control, given the state of knowledge and technology.
The Customer will indemnify and defend Elausys against any claims based on: (i) Elausys's compliance with the Customer's designs, specifications or instructions, (ii) the modification of a Device by someone other than Elausys or (iii) the use of Devices in combination with other products.
To the extent permitted by law, neither Elausys nor its employees or agents are liable for any indirect, special, incidental or consequential damage (such as loss of profit or turnover, loss of data, loss of use, repair costs, production costs, reputational damage or loss of customers). To the extent permitted by the applicable legislation, the compensation for damage that the Customer can claim from Elausys for direct damage shall never exceed the price of the Device or the Service at issue. If the above limitation of liability is deemed invalid under applicable law, Elausys's total liability shall never exceed 10,000 euros or the equivalent thereof.
The Customer acknowledges that:
(a) the Software, including its architecture, parameter structures, logic modules, and functional design, represents substantial investment, proprietary know-how, and trade secrets of Elausys;
(b) the Software constitutes a copyrighted work protected under Directive 2009/24/EC and applicable Belgian and international law;
(c) any unauthorised reproduction, analysis, or use of the Software would cause irreparable harm to Elausys for which monetary damages alone would be an insufficient remedy.
Elausys grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software solely as embedded in the Devices and solely for the purpose of operating the Devices in accordance with their documentation. This license does not extend to any standalone use, modification, adaptation, or distribution of the Software.
The Customer acknowledges and agrees that all intellectual property rights in and to the Devices, the Software, and the Services — including but not limited to copyrights, database rights, trade secrets, know-how, patents, design rights, and any other intellectual property rights, whether registered or unregistered — belong exclusively to Elausys and/or its licensors. No transfer of intellectual property rights is effected by the sale of Devices or the provision of Services.
The Customer shall not, and shall not permit, cause, or authorise any third party (including but not limited to affiliates, subcontractors, partners, distributors, or agents) to:
(a) reproduce, copy, duplicate, or replicate the Devices, the Software, or any part thereof, whether in whole or in part, including but not limited to the ETS application structure, parameter configurations, logic module architectures, communication object tables, or any other functional or structural element;
(b) modify, adapt, translate, enhance, or create derivative works based on the Devices or the Software;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or extract the source code, object code, structure, algorithms, ideas, or architecture of the Software or any part of the Devices, whether by manual analysis, automated tools, or any other means;
(d) use the Devices or Software as a reference, template, or basis for developing, manufacturing, or commissioning any competing or substantially similar product, whether by the Customer or by any third party;
(e) use any tool, including but not limited to the ETS Manufacturer Tool or similar development environments, to extract, replicate, or recreate the structure, parameters, or functionality of the Software or any ETS application;
(f) remove, alter, obscure, or tamper with any proprietary notices, labels, markings, serial numbers, or identification on the Devices or in the Software;
(g) transfer, sell, lease, lend, or otherwise make available the Devices or Software to any third party for the purpose of analysis, benchmarking, competitive evaluation, or reverse engineering;
(h) disclose or provide access to the Software, its structure, parameters, or documentation to any person or entity not directly involved in the authorised use of the Devices.
All intellectual property rights with regard to the Software on the Devices and in the Services are and will remain the exclusive property of Elausys and/or its suppliers. The Software may not be reproduced or copied, not even for internal use by the Customer. Elausys's rights apply to all versions, updates, patches, and derivative configurations.
For the purposes of these Terms, 'Confidential Information' means all information, whether written, oral, electronic, visual, or in any other form, disclosed by Elausys to the Customer or obtained by the Customer through the purchase, use, or analysis of the Devices or Services, including but not limited to: the Software (in all forms); technical specifications; circuit designs; schematics; firmware; communication protocols; ETS application parameters and structures; manufacturing processes; pricing; business plans; customer lists; and any other information that is not publicly available.
The obligations under this Article 7bis do not apply to information that: (a) was already known to the Customer before disclosure by Elausys, as demonstrated by written records; (b) becomes publicly available through no fault of the Customer; (c) is independently developed by the Customer without reference to the Confidential Information; or (d) must be disclosed by law or court order, provided the Customer gives Elausys prompt written notice and cooperates to limit the scope of disclosure.
The Customer shall: (a) treat all Confidential Information as strictly confidential; (b) not disclose Confidential Information to any third party without the prior written consent of Elausys; (c) use Confidential Information solely for the purpose of using the Devices in accordance with their intended purpose; (d) take all reasonable measures to prevent unauthorised access to or disclosure of Confidential Information, applying at least the same degree of care as it applies to its own confidential information of a similar nature, but in no event less than reasonable care.
Upon termination of the contractual relationship or upon Elausys's written request, the Customer shall promptly return or destroy all Confidential Information in its possession, including all copies, extracts, and derivatives, and shall certify such return or destruction in writing.
The Customer shall not use any Device or Service, or any information obtained from or through a Device or Service, to develop, manufacture, have manufactured, commission, or assist in the development of any product or service that competes with or is substantially similar to any product or service offered by Elausys.
The Customer shall not share, transfer, or provide access to any Device to any third party for the purpose of technical analysis, competitive intelligence, product development, or any activity that could result in the reproduction or imitation of the Device or its Software.
The Customer shall not register, or cause or permit any third party to register, any intellectual property right (including but not limited to KNX product registrations, patents, designs, or trademarks) that incorporates, is derived from, or is substantially similar to the intellectual property of Elausys.
For the avoidance of doubt, the prohibitions in this Article apply regardless of whether the Customer acts directly or through any affiliate, subsidiary, partner, agent, subcontractor, or other intermediary.
In the event of any breach by the Customer of its obligations under Articles 7, 7bis, or 7ter, the Customer shall pay to Elausys, without prior notice or judicial intervention being required, a minimum contractual penalty of EUR 50,000 (fifty thousand euros) per breach, plus an additional penalty of EUR 5,000 (five thousand euros) for each day that the breach continues after written notification by Elausys. This contractual penalty is without prejudice to Elausys's right to claim full compensation for all damages actually suffered, to the extent that such damages exceed the contractual penalty.
The Customer shall indemnify, defend, and hold harmless Elausys and its officers, directors, employees, and agents from and against all claims, damages, losses, costs, and expenses (including reasonable legal fees and costs of enforcement) arising from or related to: (a) any breach by the Customer of its obligations under Articles 7, 7bis, or 7ter; (b) any infringement or misappropriation of Elausys's intellectual property rights by the Customer or any third party acting on the Customer's behalf or with access to a Device provided by the Customer.
The Customer acknowledges that any breach of Articles 7, 7bis, or 7ter would cause irreparable and continuing harm to Elausys for which monetary damages would not be an adequate remedy. The Customer therefore agrees that Elausys shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies from any court of competent jurisdiction, without the necessity of proving actual damages or posting any bond.
Elausys processes personal data provided by the Customer in accordance with Regulation (EU) 2016/679 (GDPR) and applicable Belgian data protection legislation. Personal data is processed for the purposes of: (a) performing the Contract; (b) managing the customer relationship; and (c) where the Customer has given explicit consent, sending commercial communications.
The Customer has the right of access, rectification, erasure, restriction of processing, data portability, and objection, which may be exercised by contacting Elausys at {{contactEmail}}. For complete information on data processing, the Customer is referred to Elausys's Privacy Policy available at {{privacyPolicyUrl}}.
Elausys is not liable for the non-fulfilment of its obligations under this Contract for reasons outside its reasonable control (for example: natural disasters, acts or omissions of the Customer, operational disruptions, man-made or natural disasters, epidemic medical crises, material scarcity, strikes, criminal acts, delivery or transport delays or the impossibility of obtaining labour or materials from the regular sources).
If Elausys believes that there are problems with the Customer's creditworthiness, Elausys has the right to suspend the Contract as a whole or in part and to demand additional guarantees. If the Customer refuses to give these guarantees, Elausys has the right to cancel the Contract as a whole or in part, without prejudice to Elausys's right to claim compensation.
The Customer may not assign, transfer, or delegate any of its rights or obligations under these Terms without Elausys's prior written consent. Any purported assignment without such consent shall be void. The Customer may not sell, lease, or otherwise transfer any Device to a third party without informing the third party of the restrictions set out in Articles 7, 7bis, and 7ter, and without ensuring that the third party agrees in writing to be bound by such restrictions.
These Terms, together with any Order accepted by Elausys, constitute the entire agreement between the parties with respect to the subject matter hereof. No amendment or modification of these Terms shall be effective unless made in writing and signed by both parties.
The contractual relationship between the Customer and Elausys will be governed exclusively by Belgian law. Any dispute about the interpretation and the application of these terms and conditions falls under the exclusive jurisdiction of the courts of Namur (Belgium).
All notices under these Terms shall be in writing and shall be delivered by registered mail, courier, or email with confirmation of receipt, to the addresses specified in the Order or as subsequently notified in writing.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the parties' original intent.
The provisions of Articles 7 (Intellectual Property Rights), 7bis (Confidentiality), 7ter (Prohibited Activities), and 7quater (Remedies and Contractual Penalties) shall survive the expiration, termination, or cancellation of any Contract, Order, or business relationship between the parties, for a period of ten (10) years from the date of last delivery or provision of Services, or for as long as the intellectual property rights subsist, whichever is longer.
See also: Privacy Policy