GENERAL TERMS AND CONDITIONS – PROVISION OF SERVICES

1. General provisions

These general terms and conditions define, without prejudice to the application of any special conditions, the respective obligations of Caroline Smal, hereinafter referred to as the "Service Provider", whose registered office is located at Rue des Acacias 6, 5300 Seilles, Belgium, registered with the Crossroads Bank for Enterprises under company number 1012.437.894, and of its Client, in connection with all services performed by Caroline Smal.

By accepting the quotation, contract or any commencement of services, the Client expressly acknowledges having received a copy of these general terms and conditions, having read them, understood them and accepted them without reservation.

The provisions from which no express derogation has been made shall remain applicable. Only derogations forming the subject of an express written agreement may modify the application of these general terms and conditions. In the event of any conflict between the Client’s general terms and conditions and those of Caroline Smal, it is agreed that only the latter shall prevail.

2. Contract - Validity and commitment

The Client wishing to use the services is invited to return a dated and signed collaboration contract to the following email address: caroline.smal@guide-u2.be.

Failing this, the Service Provider shall be entitled to suspend the commencement of its services. Acceptance in any form whatsoever (email, verbal commitment, etc.) shall nevertheless constitute a firm and final commitment by the Client.

The services shall exclusively include those services as described in the contract, where applicable, and any amendments and addenda expressly agreed in writing between the parties at a later date. In this respect, amendments made by the Client shall only be valid provided that they have been confirmed by us in writing.

3. Right of withdrawal

A consumer Client has a period of 14 calendar days to withdraw after signing the contract and before the start of the services.

However, the Client shall not benefit from the right of withdrawal in the following cases (Article VI.53 of the Code of Economic Law):

·       Where the service has been fully performed and its performance began with the Client’s express consent before expiry of the withdrawal period, and the Client acknowledged that the right of withdrawal would be lost once the contract had been fully performed by the company.

4. Term

Depending on the offer, the concluded contract shall concern either a clearly defined service or a fixed term, or the performance of recurring services (indefinite term).

Where the agreement is concluded for a clearly defined service or a fixed term, it shall end once the service has been completed or once the term of the agreement has expired.

The Client may, if it so wishes, terminate this agreement early by paying for the services already performed and a lump-sum indemnity fixed at 20% of the total outstanding amount by way of compensation for loss of profit (Article 1794 of the Civil Code).

Where the agreement is concluded for an indefinite term (recurring services), or where the term has not been contractually determined, either party may terminate it subject to the notice period stated in the contract.

Notice must be sent by registered letter. The notice period shall start on the first day of the month following the month in which the registered letter was received. In all cases, the registered letter shall be presumed received within three working days following its dispatch. During the notice period, these general terms and conditions and any special agreements shall remain applicable.

Failing compliance with the notice period, an indemnity shall be due corresponding to the remuneration that should have been received by the Service Provider during the term of such notice period.

The agreement may be terminated automatically and without prior formal notice by Caroline Smal in the following cases, without prejudice to its right to claim compensation: in the event of the Client’s bankruptcy; in the event of circumstances jeopardising professional independence; or in the event of a serious breach by the Client of the obligations incumbent upon it under this agreement, including non-payment of services or failure to communicate documents required for the performance of the services. The Client shall be informed in writing of the reasons justifying termination.

At the end of the agreement, each Party shall return to the other, or its representative, all documents belonging to the latter.

Except where it is the cause thereof, the Client may terminate this agreement without indemnity and without observing a notice period where the Service Provider fails to perform its obligations. In such case, the Client shall first send a formal notice letter granting a reasonable period to perform the obligations in default.

5. Deadlines and place of performance

Performance deadlines are provided for information purposes only and are stated in working days. Exceeding such deadlines shall not give rise to cancellation of the contract.

If a deadline is mandatory, it must be clearly specified in writing. In such case, if the deadline is not met, the Client shall be entitled to claim a lump-sum indemnity fixed at 5% of the total amount of the services affected by the delay.

In the event of force majeure, including but not limited to strikes, lock-outs, bad weather, storms, fires, floods, wars, IT bugs or viruses, technical incidents, supplier delays, labour shortages, illness, or health crises, or in the event of unforeseen circumstances making performance more difficult or more onerous beyond normal expectations, performance deadlines shall be suspended until the relevant event comes to an end. If it does not cease, either party may request revision or termination of the contract.

In all cases, performance deadlines shall be suspended automatically and without prior notice if payment terms are not complied with, if substantial changes are decided by the Client during the performance of the services, or if the Client fails to provide the information or documents requested and required for the proper performance of the services within the specified period.

The Client is informed that, in the event of non-performance, partial performance or incomplete performance of its obligations, including non-payment for the services, the Service Provider shall be entitled to suspend or defer the performance of its services until the Client has regularised its situation. In such case, the Service Provider shall inform the Client by email.

Unless otherwise agreed in writing, the services shall be performed from Caroline Smal’s offices. Otherwise, the Client shall provide Caroline Smal with the location and equipment necessary for the proper performance of the services, at the Client’s expense.

6. Obligations of the parties

Caroline Smal (Guide-U2) and the Client shall each safeguard their respective interests and act loyally and in good faith.

The obligations undertaken by Caroline Smal are obligations of means within the meaning of Article 5.72 of the Civil Code. Caroline Smal shall perform the entrusted services in full independence and undertakes to comply with the standards of its profession and with the applicable legislation in force.

Caroline Smal shall not incur direct or indirect liability, on any basis and for any cause whatsoever, in the event of any fault committed in the performance of its services, except in cases of gross negligence or wilful misconduct. By way of derogation from Article 5.229 of the Civil Code and except in cases of gross negligence or fraud, the company shall not be liable for faults committed by its auxiliaries, including employees and subcontractors, in the performance of the services.

Unless otherwise stipulated, Caroline Smal is not required to verify the accuracy and completeness of the information communicated by the Client or its representatives, nor the reliability of the documents and records provided by the Client. The Client shall indemnify Caroline Smal against any claim in this respect.

The Client undertakes to make available to the Service Provider, in due time, all documents, records, data and information necessary for the performance of the agreed service.

The Client undertakes to inform the Service Provider, in due time, of any information, data or event likely to have repercussions on the performance of the service.

The Client also undertakes, if necessary, to confirm in writing as soon as possible and at the Service Provider’s first request that the documents transmitted are complete.

Where the services performed by Caroline Smal do not meet the Client’s expectations, the Client shall inform the Service Provider without delay. Failing this, the services may be deemed to have been performed to the Client’s full satisfaction.

Both parties are bound by confidentiality regarding the data exchanged in connection with the services. They undertake to refrain, both during the services and after their cessation, from disclosing each other’s manufacturing or business secrets, as well as any matter of a personal or confidential nature of which they may have become aware.

Both parties undertake to use the information received only for the proper performance of the services and to authorise access to such information only to staff members and third parties who need to know it for the proper performance of the contract. In the latter case, this confidentiality obligation shall also be imposed on any such person.

7. Price and payment terms

Prices are stated in euros and include the provision of services for one day. Unless otherwise stipulated, they do not include costs requiring travel abroad.

The Client is informed that Caroline Smal reserves a right of retention over all its creations until full payment of the agreed price. Documents and media shall only be delivered once payment has been validly made.

Unless otherwise agreed in writing, the Client accepts electronic invoicing. Invoices are payable no later than on the due date stated thereon. Failing such indication, they are payable within 14 calendar days following their issue.

Any late payment shall automatically and without formal notice give rise, with respect to a professional Client, to contractual interest at the statutory rate increased by 2 percentage points, each commenced month being fully due; a fixed and irreducible indemnity of 15% of the unpaid amount, with a minimum of EUR 50 per invoice; and extrajudicial recovery costs of EUR 25 VAT included upon the sending of a payment reminder letter and EUR 50 VAT included upon the sending of a formal notice by registered letter with acknowledgment of receipt.

The first reminder is free of charge. Extrajudicial recovery costs shall be charged to the Client from the second reminder onward at EUR 7.50 per letter, plus postal charges.

Unless otherwise specifically provided, the consumer as defined in Article I.1, 2° of the Code of Economic Law may require the benefit of indemnities and interest under the conditions laid down by this clause, in the event of non-performance of our obligations.

Any complaint must be sent by registered letter to the registered office of Caroline Smal within 8 clear days from receipt of the invoice. Failing this, the invoice shall be deemed accepted by the Client.

8. Hardship

Pursuant to Article 5.74 of the Civil Code, if one of the Parties wishes to request a renegotiation of the contract in order to adapt or terminate it following a change of circumstances, the negotiation period shall be limited to 8 calendar days from notification to the other party of the change of circumstances and the wish to renegotiate the contract.

9. Amendments

Any amendment to the services initially agreed must be the subject of a written addendum signed by all parties.

The Service Provider reserves the right to amend these general terms and conditions. The amended conditions shall be communicated to the Client and, in the absence of objection within 10 clear days, shall apply as from the first day of the month following their dispatch.

Any additional difficulty giving rise to extra work, caused by any circumstance external to our organisation, as well as any amendments requested by the Client, shall give rise to the prior drafting of a written document signed by all parties and to additional invoicing on the basis of the rate in force at that time.

10. Privacy statement - Personal data

Informations here

11. Non-assignment

The agreements concluded between the parties, together with the rights and obligations arising therefrom, may not be assigned, on any basis and for any purpose whatsoever, without the other party’s prior express written consent.

12. Severability

The invalidity, unenforceability or illegality of one of the clauses provided for in any of the agreements concluded between the parties shall in no way result in the invalidity or nullity of the other provisions of the contract. All clauses shall remain fully valid.

13. Disputes

Except for debt recovery proceedings, the parties undertake to attempt to resolve, through mediation or conciliation, any dispute relating to the validity, interpretation or performance of this agreement. This shall begin no later than the 15th clear day following the request for mediation or conciliation notified by one party to the other party. Unless otherwise expressly agreed, the duration of the mediation or conciliation may not exceed 30 clear days.

Once this period has elapsed, the parties shall again be free to bring their dispute before the courts and tribunals.

Unless a mandatory or public policy provision to the contrary supersedes this clause, in the event of a dispute between the parties or debt recovery proceedings, only the courts having jurisdiction over the registered office of the Service Provider shall have jurisdiction.

The applicable law shall be Belgian law, in the French language.

The parties accept, in the context of their relationship, electronic means of evidence, including email and IT backups.