Provision of services CONTRASTE EUROPE SA/NV
Having familiarised himself with the CONTRASTE EUROPE services and having received all the information necessary to enable him to appreciate the various services offered, the Customer acknowledges having taken the decision to benefit from these services (referred to as SERVICES in this document).
These general terms and conditions of sale (hereinafter referred to as the GTCS) and the order form form an integral part of the Order and form an indivisible whole, constituting a contract. The GCS shall prevail in all circumstances over the Customer's general terms and conditions of purchase, and the Customer expressly waives the right to invoke the GCS during the performance of the Order. This is an essential and determining condition of the Order. The Order may only be modified by special conditions expressly accepted by CONTRASTE EUROPE. The order confirmation will prevail over the GCS in case of contradiction.
The purchaser is referred to as "THE CUSTOMER" and is defined below as the company or natural person, indicating their agreement to the offer contained in the price quote, issued by the seller. The seller CONTRASTE EUROPE SA is referred to in this document as "CONTRASTE EUROPE".
Only the French version of these general conditions is legally binding. Any translation is for information purposes only.
In the remainder of this document, the term PARTY refers to either the CUSTOMER or CONTRASTE EUROPE.
I - Prices and terms of payment
THE CUSTOMER agrees to pay CONTRASTE EUROPE the price of the services agreed between THE PARTIES throughout the duration of the intervention. Similarly, the CUSTOMER undertakes to pay the invoices in full.
By express agreement between the PARTIES, the prices are defined by the financial conditions of the order confirmation.
Unless expressly stated otherwise, all prices are stated in EUROS exclusive of VAT. Applicable taxes and duties will be added at the time of invoicing.
The hourly rate depends on the service provider's profile and is based on CONTRASTE EUROPE's service rates. This rate can be adapted according to the evolution of the economic context.
The hourly rate never includes additional costs such as travel expenses (including all necessary means of transport, parking, etc...). Unless expressly agreed otherwise in the quotation, these costs are always invoiced in addition. The time required for travel is also invoiced at the normal hourly rate.
CONTRASTE EUROPE will send invoices to the address of the CUSTOMER's registered office.
Payments will be made by bank transfer on the due date of the invoice.
Terms and conditions in the event of non-payment of services:
Any delay in payment shall automatically and without prior formal notice give rise to interest on arrears on the basis of one and a half times (1.5) the legal interest rate, calculated from the due date of the unpaid invoice, with any month commenced being due in full. The CUSTOMER will be billed for any collection costs relating to the unpaid invoice.
In the event of a dispute relating to the sums owed by the CUSTOMER, these remain payable by CONTRASTE EUROPE.
In the event of a partial or total delay in payment of more than ten (10) days from the due date of the unpaid invoice, CONTRASTE EUROPE is entitled to suspend the supply of its service until the situation has been completely regularised, without any formalities, without releasing the CUSTOMER from its obligation to pay, subsequent invoicing not being affected by the period of suspension. The performance of the service will only be re-established once full payment of the outstanding sums has been received, and any unpaid, suspension and re-establishment costs will be the responsibility of the CUSTOMER, who will not be able to request any compensation from CONTRASTE EUROPE due to the interruption of the performance of the service following a payment incident, nor engage its responsibility as a result. Of course, CONTRASTE EUROPE reserves the right to take any action and/or legal action necessary to compensate the CLIENT for any damages CONTRASTE EUROPE may subsequently claim as a result of this payment incident.
If the CUSTOMER fails to fulfil its payment obligation within ten (10) days of the suspension of the service, the Contract may be terminated by CONTRASTE EUROPE in accordance with the conditions defined in the article "Termination" to the detriment of the CUSTOMER, who will bear all the direct or indirect consequences.
II. The customer's responsibilities
The responsibilities enumerated in this section must be ensured without involving costs to be borne by the company CONTRASTE EUROPE.
The customer accepts to assume the following responsibilities in order to allow the company CONTRASTE EUROPE to respect its commitments.
- During the whole duration of the contract, the customer will put at the disposal of the company CONTRASTE EUROPE an interlocutor, available, and likely to answer and take the necessary decisions and to express their agreement on the specifications during their production. This contact will have the authority to act on behalf of the customer in all aspects of the contract.
- The customer will provide the following facilities: office space, office supplies, furniture, telephone and other facilities equivalent to those provided to its own employees.
- The customer will also provide access badges to the buildings and car park.
- The customer will make the necessary staff available for any meetings.
- The client's personnel who will be assigned to the mission of the CONTRASTE EUROPE personnel will have sufficient skills to participate in this mission.
- The client will react to CONTRASTE EUROPE's requests (such as, for example, requests for information or approval of deliverables, invitations to meetings, ...) within the deadlines indicated by CONTRASTE EUROPE, and, in general, within deadlines allowing CONTRASTE EUROPE to fulfil its commitments.
III - Personnel
Maintaining the workforce
CONTRASTE EUROPE has provided the list of people likely to be involved in the implementation or in any phase whatsoever during the performance of the services.
Throughout the execution of the work, except in cases of force majeure, CONTRASTE EUROPE undertakes to maintain the team initially planned, unless the CLIENT expressly requests otherwise.
CONTRASTE EUROPE recruits, remunerates, trains and manages under its sole responsibility the personnel required to carry out the services. It appoints a manager who will settle with the CLIENT all technical and administrative problems relating to the execution of the Contract throughout its duration.
The actions will be carried out according to the needs of the SERVICES in the premises of CONTRASTE EUROPE or the CUSTOMER.
IV - Sub-contracting
In view of the specific nature of certain services, the CUSTOMER formally acknowledges and accepts that CONTRASTE EUROPE may use, under its sole responsibility, any external consultant or sub-contractor to carry out all or part of the service under the Order.
V - Non-Solicitation of Personnel
During the term of this Contract, and for at least two (2) years after termination of the contractual relationship, the PARTIES refrain from hiring, seeking to hire, or having hired, directly or indirectly, or through an intermediary, in any form whatsoever, and under any status or contract whatsoever (contract of employment or contract for the provision of services), any employee of the other party or of one of the companies affiliated to the other party or forming part of the same group as the other party, regardless of their function or status.
In the event that one of the PARTIES fails to comply with this agreement, it undertakes to compensate the other party by immediately paying it a sum equal to the income generated by this employee during the twelve (12) months prior to his/her departure from the other party.
The injured party may claim greater compensation if it can prove that the damage suffered exceeds the amount provided for in the previous paragraph.
Adjustments to this agreement may be made in the event that the General Management of the other party, and only it, gives its express agreement to the first party, authorising it to employ one of its employees by name.
VI - Confidentiality
Each of the PARTIES will keep strictly secret and undertakes not to divulge or communicate to any third party any information belonging to the other party of which it may become aware as a result of this Contract, and agrees to consider such information as strictly confidential, whether or not it is covered by intellectual or industrial property rights.
This information concerns any document, any information of any nature whatsoever, exchanged on any medium whatsoever and in any manner whatsoever, in particular orally, on the occasion of meetings or interviews belonging to the other PARTY relating in particular to economic, technical, commercial, know-how or methodological aspects.
Unless otherwise agreed in writing between the PARTIES, these obligations shall remain in force for the duration of this Agreement plus two (2) years following its termination.
If one of the PARTIES fails to comply with its obligations under this Agreement, the other PARTY may give formal notice to the other PARTY to comply with its obligations under this Agreement. In the event that this formal notice by registered letter with acknowledgement of receipt remains unfruitful for a period of ten (10) days after notification, the other PARTY will be entitled to take any action and/or legal action that may be necessary against it and/or against any co-perpetrator or accomplice, and to claim damages.
VII - Co-operation and loyalty of the parties
The parties acknowledge the importance of their respective effective co-operation and loyalty to the proper performance of the Order. They undertake to use their best endeavours to facilitate the exchange of information necessary for its performance.
If a difficulty arises during the course of the service, the necessary co-operation of the PARTIES commits them to alerting the other party as soon as possible and to working together to implement the best solution as soon as possible. To this end, the CUSTOMER will provide CONTRASTE EUROPE staff with all documents, information and existing elements necessary for a good understanding of the problem.
VIII - Liability
The parties expressly agree that the liability of either party can only be engaged in the case of a proven fault. Any complaint of any nature whatsoever must be sent by registered letter with acknowledgement of receipt, setting out the grievances in detail and listing the provisions infringed, to the registered office of the party concerned. Any claim and/or dispute must be made no later than eight (8) working days from the date of the event giving rise to the claim, failing which it will be forfeited.
The Customer formally acknowledges and accepts that CONTRASTE EUROPE cannot be held responsible, directly or indirectly, in any way whatsoever, for damage caused by force majeure or for any commercial loss, loss of customers, orders, production, profits, turnover, brand image, files or data, commercial disturbance or action taken against the Customer by anyone whatsoever.
It is the Customer's responsibility to ensure :
- The choice of services selected at the time of the Order and their suitability for the Customer's needs;
- Compliance with the extent of the rights granted and the conditions of use of these services;
- Use of the services chosen in accordance with their intended purpose;
- Legal or regulatory declarations.
In any event, the amount of damages and interest due under the responsibility of CONTRASTE EUROPE can not exceed the amount by it received SERVICES until the date of the event giving rise to its responsibility.
In the event of a delay exclusively attributable to CONTRASTE EUROPE in the delivery of the services for which it is responsible, penalties for delay will be applicable under the following conditions:
0.05% per day of delay -- capped at 10% -- of the total cost of the SERVICES at the date of signature of this Contract.
IX - Transfer
The Customer is prohibited from transferring, pledging or transmitting in any way whatsoever to a third party all or part of the rights and obligations which he holds under the Order, without the prior and express written consent of CONTRASTE EUROPE.
X - Force majeure
Neither party to the Order shall be liable for the partial or total non-performance of its obligations or for any delay in the performance of its obligations, if such non-performance or delay was caused by an event of force majeure as determined by the case law of the Luxembourg courts at the date of the event giving rise to it. The occurrence of an event of force majeure shall automatically suspend performance of all or part of the Order.
XI - Termination
Either party shall be entitled to terminate the Order unilaterally, ipso jure and without legal formalities, in the event of a breach of the Contract which has been the subject of formal notice sent by registered letter with acknowledgement of receipt setting out the reason for the breach and which has remained without effect for a period of twenty (20) days following notification.
In the event of termination of the Contract, the CLIENT will retain the elements available at the date of termination. Reciprocally CONTRASTE EUROPE will keep the sums paid or still to be paid for the work already carried out.
The exercise of this right of termination does not exempt the defaulting party from fulfilling its obligations under the Order until the effective date of termination.
Notwithstanding the case where termination is pronounced for CONTRASTE's failure to fulfil its obligations, CONTRASTE EUROPE will be entitled to full payment of the fees due for the current Order until the effective date of termination.
XII - Completeness of the Order - Waiver - Partial invalidity
The Order form, the provisions of these GCS, including the preamble and any amendments thereto, express all the commitments made by the contracting parties within the scope of the GCS.
The Order cancels and replaces any written or verbal agreements submitted or exchanged between the parties prior to its signature. No other document shall give rise to new obligations under the Order unless it is the subject of an amendment signed by both parties and appended to the Order.
The fact that one of the parties does not invoke on a permanent or temporary basis the existence or total or partial breach of any of the clauses of the Order shall not constitute a modification or deletion of the said clause or a waiver of the right to invoke previous concomitant or subsequent breaches of the same or other clauses. Any such waiver shall only be effective if it is in writing and signed by the person duly authorised to do so.
If any of the stipulations of the GCS or the Order Form are declared null and void by a rule of law or a court decision that has become enforceable, they shall be deemed unwritten. However, the other provisions of the Order shall remain in full force. The parties shall then endeavour to negotiate, in good faith, an equivalent replacement clause corresponding to the spirit and purpose of the Order so as to bring it to completion under the best possible conditions.
XIII - Delivery methods
By express agreement, the signing of this Contract by the CUSTOMER implies acceptance of electronic means such as e-mail as the delivery method for all deliverables of the SERVICES.
XIV - Delivery times
All lead times set out in the Order are, unless otherwise stipulated, calculated in working days, working days being deemed to be Monday to Friday inclusive.
XV - Reference - Publication
CONTRASTE EUROPE is authorised to use, in its general and commercial communication, the names, logos and web addresses of the CUSTOMER and to briefly describe the SERVICES, without however communicating confidential information.
XVI - Contractual clause relating to security
The Customer is entirely responsible for the security of its computer systems. It is the Customer's responsibility to take the technical and organisational measures required to maintain this security.
This includes, but is not limited to
- access protection (intrusion protection devices, firewalls, strong user identification policy, requirement for strong passwords, multiple authentication, etc.),
- detection of illicit access (intrusion detection, repeated connection attempts, etc.),
- protection against malware (viruses and cryptoviruses, Trojan horses, worms, ransomware, rootkits, etc.),
- data protection (strong data backup policy, backups, access restrictions, etc.),
In particular, it is the Service Provider's responsibility to keep these systems up to date and to check that they are working properly on a regular basis.
The Service Provider may not be held liable for any damage resulting from an incident due to a failure in the Customer's security measures.
This clause always applies, except in cases where the subject of the contract includes services or deliverables explicitly related to the security of the Customer's IT systems. In the latter case, the exact scope of the services and deliverables must be specified, as well as the related limits of liability.
XVII - Applicable law and competent court
The Order shall be governed by Belgian law. Any dispute relating to the formation, interpretation, performance or validity of the Order or any of its clauses which the parties are unable to resolve amicably shall be submitted to the exclusive jurisdiction of the Commercial Court of Brussels.