1. ENFORCEABILITY AND SCOPE OF APPLICATION OF THE GENERAL TERMS AND CONDITIONS
Enforceability
These general terms of business shall prevail over any other general terms of business governing assignments accepted by vzw SECUREX BUSINESS COUNTER - GO START (hereinafter referred to as “SECUREX BUSINESS COUNTER”), unless special conditions expressly approved by SECUREX BUSINESS COUNTER stipulate otherwise. Any other, more extensive or contradictory, general terms of business communicated to SECUREX BUSINESS COUNTER shall be deemed not to have been accepted, unless specific provisions in the SECUREX BUSINESS COUNTER offers or contracts stipulate otherwise. Unless expressly provided otherwise, the special conditions of the SECUREX BUSINESS COUNTER offers or contracts shall - as regards the subject matter only - prevail over the SECUREX BUSINESS COUNTER general terms of business. The client confirms to have taken cognizance of those conditions and to accept them in their entirety.
Save as otherwise provided, the present general terms of business are legally binding on the parties and shall govern any future appendices and/or agreements concluded between SECUREX BUSINESS COUNTER and the client.
Scope
SECUREX BUSINESS COUNTER is a vzw (non-profit association), accredited as a Business Counter, to, on behalf of its clients, fulfil any formalities with the Crossroads Bank for Enterprises. It also offers consultancy services in areas such as administrative and legal support, training, marketing and financial coaching.
Qualification
The present agreement shall be construed as a service contract.
The parties hereby exclude any relationship of subordination. SECUREX BUSINESS COUNTER acts completely autonomously and without exclusivity.
2. OBLIGATIONS INCUMBENT ON THE PARTIES
Obligations incumbent on SECUREX BUSINESS COUNTER :
SECUREX BUSINESS COUNTER undertakes to do its utmost to carry out the mission described in the agreement, taking into account the customer's specifications and instructions. The commitments of SECUREX BUSINESS COUNTER undertakes to regularly update the client on how its assignment is progressing. The undertakings by SECUREX BUSINESS COUNTER shall be construed as a best endeavours obligation only.
Invoicing & payment
SECUREX BUSINESS COUNTER shall invoice its services in line with the rates laid down in the agreement and on the basis of the actual costs it incurred as corroborated by supporting documents. The SECUREX BUSINESS COUNTER prices are exclusive of VAT.
Reviews
The rates will be increased unilaterally by SECUREX BUSINESS COUNTER in the event of an increase in direct or indirect wage costs, or any other factor that influences the actual wage cost; this rate will also be increased unilaterally by SECUREX BUSINESS COUNTER in the event of an increase in the consultant's basic remuneration, following wage indexation.
Terms of payment
SECUREX BUSINESS COUNTER invoices are payable in cash and by direct debit, unless otherwise agreed in writing.
Disputes
Any dispute concerning an invoice must be substantiated and addressed to SECUREX BUSINESS COUNTER within 15 calendar days of the invoice date, by registered letter. After this deadline, the complaint will not be accepted.
Interest and penalty clauses
Failure to pay an invoice within the aforementioned time limit will automatically, and without prior notice, result in the payment of interest on arrears from the due date, in accordance with article 5 of the Belgian law of August 2, 2002 concerning the fight against late payment in commercial transactions. In addition, in this case, the customer is also liable, ipso jure and without prior notice, to pay a flat-rate penalty of 15% of the principal invoice amount.
Collectability of the claims
The fact that SECUREX BUSINESS COUNTER has agreed to defer an invoice's settlement date on one or more occasions shall not be construed as the client having acquired a right on payment terms or payment periods. Non-payment on the due date shall in all cases cancel any facilities that may have been granted and shall render any amounts due to SECUREX BUSINESS COUNTER immediately payable.
Suspension of the services
If an invoice is not settled within two weeks of receipt of a reminder to pay, SECUREX BUSINESS COUNTER shall furthermore be entitled to suspend its services or to dissolve the agreement without prior notice or compensation.
3. LIABILITIES
Document loss and data accuracy
SECUREX BUSINESS COUNTER cannot, under any circumstances, be held responsible for the accidental loss or destruction of documents entrusted to it. Unless otherwise agreed, these are always assumed to be copies of the originals, which are retained by the customer. The customer is solely responsible for taking the necessary measures to safeguard his data.
The customer is responsible for the accuracy of the data provided to SECUREX BUSINESS COUNTER.
SECUREX BUSINESS COUNTER declines all responsibility for any damage caused as a result of inaccuracy or failure to communicate any information necessary or useful for the performance of its mission.
Non-execution
Under no circumstances can SECUREX BUSINESS COUNTER be held responsible for the non-performance of the customer's obligations described in the agreement and/or the general terms and conditions. The customer indemnifies SECUREX BUSINESS COUNTER against all damages for which SECUREX BUSINESS COUNTER is liable to third parties as a result of the customer's breach of contract.
Furthermore, SECUREX BUSINESS COUNTER cannot be held responsible for the non-execution or poor execution by the customer of SECUREX BUSINESS COUNTER's recommendations or for which SECUREX BUSINESS COUNTER has expressed reservations. SECUREX BUSINESS COUNTER also declines all responsibility for the consequences of any decision taken by the customer without informing SECUREX BUSINESS COUNTER.
Unless otherwise stipulated in the agreement, the mission of SECUREX BUSINESS COUNTER is limited to administrative, management or advisory tasks; the customer remains responsible for compliance with his legal and contractual obligations, in particular but not exclusively with regard to his staff, suppliers and customers, as well as the ONSS (Belgian National Social Security Office), the tax authorities and other third parties.
Non-performance or delay by SECUREX BUSINESS COUNTER
SECUREX BUSINESS COUNTER cannot be held responsible for the consequences of failure to perform or delay in performing its obligations when such failure or delay is due to a change in the assignment, a request for additional services, or circumstances beyond its control, such as notably events of force majeure or arbitrary measures.
Concurrence of liabilities
SECUREX BUSINESS COUNTER shall not be held liable for any errors other interveners may have committed within the framework of the assignment it is entrusted with. If the client has been prejudiced as a result of the flawed collaboration between the various intervening parties, amongst whom SECUREX BUSINESS COUNTER, the latter shall be obliged to redress the prejudice it has caused only and this for up to its part relative to the part of the other interveners, without joint and several liability or in solidum liability.
Subject to the possible application of legal provisions prohibiting this principle or limiting its consequences, a customer seeking compensation for damage caused by failure to perform the contract has no recourse on a non-contractual basis against SECUREX BUSINESS COUNTER and/or its auxiliary persons. The customer may therefore only attempt to invoke the liability of SECUREX BUSINESS COUNTER on a contractual basis, the outlines and conditions of which are determined by the special terms and conditions, these general terms and conditions and any other contractual document that is enforceable between the parties.
‘Auxiliary person’ means employees, subcontractors, agents, bodies or any other natural or legal person or legal entity that can be regarded as an auxiliary person of SECUREX BUSINESS COUNTER under Article 6.3, § 2 of the new Civil Code.
Subject to the possible application of legal provisions that prohibit the principle of such an obligation or limit its consequences, the customer undertakes towards SECUREX BUSINESS COUNTER not to include in its contracts with any third parties involved in the performance of the assignment entrusted to SECUREX any clauses that limit the customer’s liability without giving SECUREX the benefit thereof BUSINESS COUNTER. The customer indemnifies SECUREX BUSINESS COUNTER in respect of any damage incurred by SECUREX BUSINESS COUNTER as a result of failure to comply with this obligation.
Limitations of liability
In the event of damage caused by the fault of SECUREX BUSINESS COUNTER, its liability is limited to the direct and foreseeable damage, to the exclusion of any indirect damage, such as loss of opportunity, loss of profits, loss of clientele, damage to reputation, etc., and to the extent of the damage caused by the fault of SECUREX BUSINESS COUNTER. With the exception of personal injury, SECUREX BUSINESS COUNTER's liability is limited to the amount (excluding VAT) paid by the customer for the services causing the damage.
4. CONFIDENTIALITY
Under the terms of this agreement, each party undertakes to respect the confidentiality of all information exchanged during the performance of the mission, and for a period of 12 months after the end of the mission.
Consequently, each party undertakes more specifically not to make public the contents of this agreement (such as, in particular, the information received during the execution of the assignment, the nature of the assignment carried out, the checklist and the answers, results and conclusions of the work) without the prior written agreement of the other party, unless the latter is obliged to do so by virtue of a legal or regulatory provision.
In the latter case, the other party must be informed in advance of the nature and content of the information communicated.
The provisions concerning confidential information do not apply to information which :
- are part of the public domain
- is known to the receiving party without such information having been received either directly or indirectly from the other party
- have been validly received by the receiving party from a third party
5. TERMINATION
If a party remains in default of one or more of the essential obligations of the contract, such as failure to pay invoices on time, failure to provide facilities, failure to comply with the obligation of confidentiality, etc., which, depending on the case, is not remedied within 15 days of the sending of a formal notice, the other party is entitled to terminate the agreement to the detriment of the defaulting party, which, depending on the case, is not remedied within 15 days of the sending of a formal notice, the other party is entitled to terminate the agreement to the detriment of the defaulting party by means of a notice sent to the latter, without prejudice to its right to claim damages as compensation for its loss.
In the event of bankruptcy, insolvency or cessation of activities of one of the parties, the other party may consider the agreement to be terminated ipso jure without formality, except in the event of composition, where the agreement will be dissolved ipso jure if the commissioner does not declare that he will assume the obligations of the contract within 15 days of the summons to take attitude.
6. AMENDMENTS TO THE ASSIGNMENT AND ADDITIONAL SERVICES
Any request by the customer to modify the mission of SECUREX BUSINESS COUNTER as established in the agreement and/or to provide additional services and accepted by SECUREX BUSINESS COUNTER will be the subject of a written document.
SECUREX BUSINESS COUNTER reserves the right to turn down any request for an amendment to its assignment or for additional services if this would result in the essence of the agreement being compromised.
Any amendment to the assignment and/or any additional services that are provided shall be subject to a surcharge in line with the rates specified in the agreement and on the basis of the actual costs.
7. INTELLECTUAL PROPERTY RIGHTS AND RETENTION OF TITLE
SECUREX BUSINESS COUNTER is and remains the owner of all copyrights, in particular, on all training material, questionnaires, databases, models, etc., in any form whatsoever, that SECUREX BUSINESS COUNTER designs or exploits as part of its services to the customer.
SECUREX BUSINESS COUNTER is and remains the exclusive owner of all rights, in particular intellectual rights, to the training material, questionnaires, databases, templates, etc., it has produced, until full payment of the price, including principal, interest, compensation and costs. The customer will only have a non-exclusive and non-transferable right to use the training material, questionnaires, database and templates, exclusively for internal purposes, after payment of their price in principal, interest, compensation and costs.
SECUREX BUSINESS COUNTER reserves the right to use the training material, questionnaires, databases and templates prepared for the customer for any other purpose and/or for the benefit of any other customers.
8. PROTECTION OF PERSONAL DATA
Securex undertakes, as data controller, to process your personal data in accordance with Regulation (EU) 2016/679 of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (hereinafter "General Data Protection Regulation").
Securex processes the personal data sent by the customer for the following purposes:
- additional services at the business counter, legal and administrative support, business coaching and training, first-line advice on obligations and costs, optimization of business processes and organizational structure
- customer management (processing necessary for the performance of the contract), including dispute management (based on Securex's legitimate interest)
- direct marketing (processing justified on the basis of Securex's legitimate interests). It should be noted that only the data of the customer's contact person(s) are concerned by this purpose
In all cases where the processing of personal data is necessary for the performance of the contract, Securex cannot perform the contract with the corporate client if the latter fails to provide the required information.
The personal data concerned is kept for ten years after the end of the contractual relationship with the customer.
Securex is authorized to communicate personal data to the following recipients:
- recipients within or linked to the affiliated company
- public authorities and courts
- intermediary to whom the data subject has given a power of attorney to manage the data
- subcontractors acting on behalf of Securex
Securex only processes the personal data concerned in the European Economic Area.
The data subject has the following rights (subject to the conditions of application described in the legislation in force):
- right of access, rectification or deletion of personal data concerning her, or to the limitation of processing concerning her
- right to data portability
- right to withdraw consent at any time
- right to lodge a complaint with the competent supervisory authority
- right to object free of charge to the processing of personal data for direct marketing purposes
To exercise these rights, the data subject must comply with the applicable legal requirements. For further information, please send an e-mail to the following address: privacy@securex.be.
9. ASSIGNMENT AND SUBCONTRACTING
Neither party may assign all or part of its rights and obligations under this agreement without the prior written consent of the other party.
The customer authorizes SECUREX BUSINESS COUNTER to subcontract all or part of its mission to a third party.
10. FORCE MAJEURE
The occurrence of any event, such as, in particular, any power failure, interruption of orders, transport or delivery, strike, lock-out, terrorist attack, bad weather and more generally, any event of a similar nature affecting the parties, delaying or rendering impossible the performance of their respective obligations, suspends the performance of their respective obligations. The party invoking such an event shall notify the other party as soon as possible of the proof of its occurrence. Performance of its obligations will be suspended until notification of the end of the event, it being understood that neither party will be entitled to claim any compensation from the other party. The parties will do their utmost to reduce the difficulties and/or damage caused. If the force majeure lasts for more than 30 working days, the parties will make every effort to renegotiate the subsequent performance of the contract. Failing agreement, either party shall have the right to terminate the contract by notice to the other party.
11. NULLITY
The nullity or inapplicability of one of the clauses of these general terms and conditions shall not affect the validity or applicability of the other clauses. Where applicable, the parties undertake to replace the invalid or inapplicable clause by a valid clause which is the closest in economic terms to the invalid or inapplicable clause.
12. ENTIRE AGREEMENT
The Agreement, including these General Terms and Conditions, constitutes the entire agreement of the parties with respect to the subject matter described herein. This agreement supersedes any prior written or tacit agreement concerning the subject matter hereof.
13. NOTIFICATION
Any communication or notification between parties shall be validly made by registered letter, fax, e-mail with acknowledgement of receipt; for SECUREX BUSINESS COUNTER at the following addresses:
Address: Cours Saint-Michel 30, 1040 BRUSSELS
VAT no.: BE 0480 270 952
E-mail: starter@securex.be
14. WAIVER AND MODIFICATION
Any derogation or waiver of any provision of these terms and conditions shall not be deemed a waiver of the other provisions of these terms and conditions, which shall remain in full force and effect.
In the event of modification of these terms and conditions, the new version of these terms and conditions will be communicated to the customer, which will replace the previous version, unless otherwise agreed by the parties.
15. APPLICABLE LAW AND COMPETENT COURT
The present agreement is governed by Belgian law.
Solely the courts of Brussels have jurisdiction to take cognizance of any disputes regarding the negotiation, conclusion, interpretation, performance and the dissolution of this agreement.