Terms and conditions of sale

Version of 3 August 2026

This translation is provided for convenience only; only the French version is legally binding.

Identification of the seller

These terms and conditions (the "Terms and Conditions") are those of Metropolis Mobility Services SRL ("Metropolis"), whose registered office is located at Avenue des Communautés 110, 1200 Woluwé-Saint-Lambert, Belgium, registered with the Crossroads Bank for Enterprises under company number 1026.710.554 (VAT BE1026.710.554).

E-mail: contact@metropolis.info
Phone: +32 2 886 10 36

Estimates, quotes and online payment

The amounts displayed during the online request on metropolis.info are estimates excluding VAT, provided for information purposes and subject to verification by our teams. Some services are marked "On quote": their price is determined after analysis of the request and communicated in the quote.

Payment is made by bank transfer to the Belfius account of Metropolis Mobility Services SRL — IBAN BE26 0689 5659 4829 — quoting the quote number as the transfer reference. Payment of the quote constitutes full and complete acceptance of our offer and of these Terms and Conditions.

1. Terms and Conditions

1.1 Terms and conditions, offer, proposal, quote and agreement

These terms and conditions apply to all offers, proposals, quotes and agreements entered into by Metropolis Mobility Services SRL (hereinafter Metropolis) relating to goods and/or services of any nature whatsoever. Derogations from these Terms and Conditions shall only bind Metropolis if they have been expressly accepted in writing by Metropolis.
All offers, proposals and quotes are without commitment, unless expressly indicated in writing in the offer, proposal or quote.
The application of any purchasing conditions or other conditions on the part of the Client is expressly excluded.
If any provision of these Terms and Conditions is void or is annulled, the other provisions of these Terms and Conditions shall remain fully applicable.

1.2 Prices and payment

All prices are exclusive of value added tax (VAT) and other taxes imposed by public authorities.
Unless expressly provided in the body of the present offer, Metropolis adjusts its prices and rates on the first of January of each year. The variation corresponds to an indexation strictly proportional to the latest wage indexation rate as calculated by the FPS Employment (ISC index 08, branch of activities N) over the past year.
All invoices are payable by the Client 30 days after the date the invoice is sent. Payments are made without deduction, set-off or deferral for any reason whatsoever, except in the case of a credit note issued by Metropolis or insofar as a final court decision grants the Client a counterclaim eligible for set-off or a ground for deferring payment. In the event of non-compliance with the payment deadline of one of our invoices, our terms and conditions definitively cancel and replace any service contract previously concluded with our Client, including the future effects it was liable to produce.
If the Client fails to pay the invoiced amounts due by their due date, the Client shall owe default and judicial interest of 1% per month from the due date of the unpaid amounts, without any formal notice being required. All unpaid amounts then also become due and Metropolis may suspend the performance of the agreement. If, after formal notice, the Client does not settle its debt, Metropolis is entitled to invoice the Client, in addition to the amounts already due, by operation of law and without formal notice, a fixed compensation of 10%.

1.3 Retention of title and rights of use

All products delivered to the Client remain the property of Metropolis until all amounts owed by the Client to Metropolis for the supplies delivered or to be delivered or the activities carried out or to be carried out under this agreement have been paid in full, as well as all amounts as defined in article 1.2, including interest and the fixed compensation.
The rights of use on the delivered products and/or activities are only granted or, where applicable, transferred to the Client on the condition that the Client has paid the agreed fees on time and in full, and only after the amounts referred to in article 1.2 of these Terms and Conditions have been paid to Metropolis.

1.4 Confidential information; non-solicitation clause

All information provided by one party to the other party, of which the other party knows or is reasonably expected to know that it is of a confidential nature, including in any case all products as defined in article 1.5 and made available to the Client by Metropolis, is considered confidential information. The party receiving confidential information shall only use this information for the purpose for which it was provided.
Metropolis undertakes to take the measures that can reasonably be expected of it to ensure the secrecy of the confidential information that Metropolis or its staff have received from the Client. Metropolis shall take into account the Client's reasonable instructions in this respect.
During the term of the agreement and for one year after its end, the Client shall not, without the written consent of Metropolis, hire the Metropolis staff members who participated in the performance of the agreement, nor have them work for it in any way whatsoever, directly or indirectly (through companies in which the Client has direct or indirect interests), nor approach them for this purpose, nor recommend to third parties to hire them.
In the event of a breach of this prohibition by the Client, the Client shall owe Metropolis fixed compensation (covering, among other things, recruitment and selection costs, training costs, damages resulting from the non-performance by the employee concerned of the established planning, etc.), equal to the gross annual remuneration of the staff member concerned.

1.5 Intellectual or industrial property rights

All intellectual or industrial property rights on the products developed or made available are held exclusively by Metropolis or its licensors. In these Terms and Conditions, "products" means: programs, or other materials such as analyses, projects, documentation, reports, offers, as well as their preparatory material.
Insofar and to the extent that the agreement does not provide otherwise, the Client obtains, on the products specifically developed by Metropolis for the Client, including the source code of these products, a non-exclusive and unlimited right of use, including the right to make modifications to the product. The Client undertakes not to carry out any acts of exploitation with regard to said products.
The Client warrants that no rights belonging to third parties preclude making available to Metropolis devices, programs or materials intended to be used or adapted, and the Client shall indemnify Metropolis against any action based on the allegation that such making available, use or adaptation constitutes an infringement of any right whatsoever belonging to third parties.

1.6 Transfer of risk

The risk of loss of or damage to the products and supplies covered by the agreement is transferred to the Client at the moment these products and items are actually made available to the Client or its agent.

1.7 Third-party products

Insofar and to the extent that Metropolis makes third-party products available to the Client, the conditions of those third parties shall apply with regard to those products and these Terms and Conditions shall be set aside. Metropolis shall, where applicable, communicate the conditions of that third party to the Client at the latest at the time the agreement is concluded. The Client accepts the conditions of those third parties.
Insofar and to the extent that these third-party conditions are considered not to apply in the relationship between the Client and Metropolis or are declared no longer applicable for any reason whatsoever, these Terms and Conditions shall apply.
Metropolis's liability for third-party products shall in no case exceed what can be recovered from the third parties concerned.

1.8 Cooperation on the part of the Client

The Client shall always provide in due time the data or information useful and necessary for the proper performance of the assigned tasks and shall give its full cooperation. In the case of an administrative worksite management assignment as defined in article 1.14, this includes access rights in the client's name (adding Metropolis to the client's organisation) or as a mandated expert in the Osiris IT system as referred to in Title 4 of the Ordinance on worksites on public roads of 3 May 2018. The client shall ensure, with the assistance of Metropolis, that the access rights or the designation as mandated expert carry sufficient administrative management authority to successfully complete the assignment entrusted by the client to Metropolis.
The Client is solely responsible for the use and application within its organisation of the products delivered and services provided by Metropolis, as well as for the control and security procedures and adequate system management.
If it is agreed that the Client will make programs, equipment or data on computer media available, these shall meet the specifications necessary for carrying out the works and activities.
If, for the performance of the agreement, the necessary data is not made available to Metropolis, or is made available late or not in accordance with what was agreed, or if the Client is in any way in default of fulfilling its obligations, Metropolis shall in all cases have the right to suspend the performance of the agreement and shall have the right to charge the Client for the resulting expenses at its usual rates.
If Metropolis staff members or subcontractors carry out activities at the Client's premises, the Client shall ensure that these staff members or subcontractors have free access to the reasonably necessary facilities, such as – where applicable – a workspace with telecommunications facilities, etc. The Client shall indemnify Metropolis against claims and actions of third parties, including Metropolis staff members or subcontractors, who, in connection with the performance of the agreement, suffer damage resulting from an act or omission on the part of the Client or from dangerous situations within its organisation.

1.9 Independence of consultants

Metropolis consultants shall act independently vis-à-vis client organisations, and not as agents, representatives or employees. They may therefore not be in a relationship of subordination vis-à-vis the client, which shall exercise over them neither the authority nor the control belonging to an employer.
In the context of their cooperation with client organisations, Metropolis consultants have and shall have the greatest possible independence. They shall nevertheless perform their duties in consultation with the client, in accordance with the terms set out in the preceding paragraph.
Consultants are permitted to work for other principals during the term of the present contract.

1.10 Delivery time

All (delivery) times indicated by Metropolis are established to the best of its ability on the basis of the data communicated to or known by Metropolis at the time the agreement binding the parties was concluded, and they shall be complied with as far as possible; the mere fact of exceeding the indicated (delivery) time does not put Metropolis in default. Metropolis is not bound by (delivery) times that can no longer be met due to circumstances beyond its control that arose after the conclusion of the binding agreement. If a risk of exceeding a time limit arises, Metropolis and the Client shall enter into consultation as soon as possible.

1.11 Termination

Each party is only entitled to terminate a concluded agreement, in the event of a breach of the agreement by the other party, after having given the other party, by means of a detailed and reasoned formal notice, a reasonable period to nevertheless perform its obligations. Termination is effected by registered letter to the other party.
By way of derogation from the first paragraph, the parties may, with immediate effect and without judicial intervention, terminate the agreement in whole or in part by registered letter to the other party if the latter is declared bankrupt, if payment terms are granted to it – even temporarily –, if for any other reason it is unable to meet its payment obligations, or if its business is liquidated or dissolved for any reason other than a business merger. The parties shall never be liable for any compensation as a result of such termination.
If, at the time of the termination referred to in §1 of this article, the Client has already benefited from services in performance of the agreement, the Client may only partially terminate the agreement and only for the part not yet performed by Metropolis. The amounts invoiced by Metropolis before the termination, or which it may still invoice in relation to what has already been performed under the agreement, remain due at all times and become immediately payable at the time of termination.

1.12 Warranty and liability — General

Should Metropolis fail to meet its obligations, it shall only be required to perform its assignment anew (remedy in kind). Insofar as this is not possible, it shall only be required to compensate direct damage within the limits set out below.
The total liability of Metropolis is limited to compensation for direct damage up to the amount of the price (excluding VAT) provided for in the agreement, with a maximum of €25,000, for the products or services to be delivered by Metropolis. Metropolis's liability for indirect damage, including consequential damage, loss of savings and damage caused by business interruption, is excluded.
The Client undertakes to notify Metropolis of the damage without delay and in writing. For insurance reasons, any claim for compensation must in any case be submitted in writing to Metropolis within one month of the event on which the claim is based, failing which the claim shall lapse.
The Client shall indemnify Metropolis against all third-party claims based on product liability resulting from a defect in a product or system delivered by the Client to a third party which also consisted of products delivered by Metropolis, unless and insofar as the Client proves that the damage was caused by those products, in which case the Client's liability is excluded and Metropolis's liability is excluded or limited in accordance with the other provisions of these Terms and Conditions.

1.13 Warranty and liability — Physical worksite management and use of public roads

Physical worksite management means any operation relating to the concrete implementation of the works in accordance with good practice.

Metropolis remains the owner of the signage equipment made available to the client, whether free of charge or for consideration, but can under no circumstances be held liable for damage caused by this equipment during the execution of the worksite, said equipment then being in the custody of the client, who verifies before use that it is free from defects.

All duties, taxes, levies and other costs or charges resulting from applications for authorisations to carry out worksites on public roads or from the use of public roads are at all times and exclusively borne by the client. These costs can under no circumstances be recovered from or invoiced to Metropolis. Metropolis can never be held liable for the payment of these costs, whatever the nature of the assignment or the agreement. If Metropolis submits an application and a road authority contacts it, Metropolis will always ask the road authority concerned to invoice the cost directly to the Client. If the road authority nevertheless wishes to invoice Metropolis, this cost will be immediately re-invoiced to the client, who accepts it. These transmissions and administrative services shall, where applicable, form part of Metropolis's assignment and shall therefore be invoiceable at the agreed hourly rate(s).

Metropolis declines all liability for damage resulting from the implementation of the opinions and/or authorisations obtained, whether or not their content is complied with by the client or interpreted adequately. Under no circumstances can Metropolis be held liable for a lack of diligence in the preparation of signage plans, mobility sections or coordination programmes, provided these are validated by the competent authorities before any implementation.

Metropolis will never interact with road authorities or other competent authorities regarding entry and exit inventories of fixtures in the event of road occupation.

1.14 Warranty and liability — Administrative worksite management

Administrative worksite management means any operation not relating to the concrete implementation of the works. This administrative management is understood in the broad sense but only covers the steps expressly entrusted by the client to Metropolis in procedures for applications for authorisations, opinions or permits. Metropolis shall only take initiatives regarding the obtaining of opinions or other interlocutory acts and in accordance with a strategy advised to the Client and accepted by it, including tacitly.

Metropolis's obligation with regard to administrative worksite management is an obligation of means, which shall be assessed in the event of a dispute with regard to the sufficiently cooperative behaviour (or lack thereof) of the client in accordance with article 1.8.

Under no circumstances can Metropolis's liability be invoked with regard to the content of signage plans, mobility sections or coordination programmes once these have been validated by the competent authorities, the client remaining solely responsible for their implementation in accordance with article 1.13.

The client is aware that the matter of worksite authorisations and permits (in particular planning permits) is sensitive and suffers from both uncertainty and an administrative backlog. Metropolis will apply all the diligence at its disposal to limit this uncertainty and optimise the timeframes, but can under no circumstances be bound by hoped-for, supposed or presumed commitments as to the outcome of an application for an opinion, authorisation or permit, whether in terms of content or timing.

Administrative notifications of worksite execution (start notices, flash notices, etc.) or of the end of phase(s) or of the worksite are only transmitted by Metropolis on the basis of precise timing data provided by the client.

Any legal advice provided by Metropolis in the context of its assignment is indicative only.

1.15 Force majeure

Neither party is required to fulfil an agreed obligation if prevented from doing so by force majeure. In such a case, the agreed obligations are wholly or partially suspended for the duration of the force majeure, without the parties being liable for any compensation. The case of force majeure must be communicated without delay in writing to the other party. Force majeure means a failure not attributable to the organisation (of Metropolis or the client), the death of an employee concerned or of one of their relatives, illness of an employee concerned, telecommunications problems, or prohibitions or orders imposed by the authorities.
When the force majeure situation lasts more than 90 days, the parties have the right to terminate the agreement in writing by registered letter. What has already been performed under the agreement is then taken into account and paid proportionally, without the parties owing each other the balance.

1.16 Use as a reference

The Client authorises Metropolis to make public the reference to the Client's selection of Metropolis's service line and the nature of the services provided.
Subject to the Client's prior written consent, Metropolis may publicly refer to the solution implemented or to be implemented by Metropolis and may write and publish a high-level profile describing the reasons behind the Client's choice of the Metropolis solution and the benefits gained by the Client.

1.17 Competent jurisdiction

These terms and conditions and the agreements concluded between Metropolis and the Client are governed by Belgian law.
Any disputes that may arise between Metropolis and the Client following an agreement concluded by Metropolis with the Client, or in connection with other agreements that may result therefrom, shall be settled exclusively by the competent courts and tribunals of Brussels.