Terms & Conditions

Scope of application

The general conditions apply to any work order or services, hereinafter referred to as “the services” of the sole-trader Thomas Vermaerke under the commercial name Ctrl- P, which is a sole-trader, organized and existing under Belgian law, with registered office at Marie Popelinkaai 2/101, 9050 Ledeberg, Belgium (hereinafter referred to as ‘Ctrl-P’/“the Provider”,) and you, (hereinafter referred to as the Client).

Any order placed implies the full and unreserved acceptance by the Client of the present general conditions, even if they are in contradiction with its own general conditions. These general terms and conditions apply to all services rendered by Ctrl-P, its partners, associates and personnel.

Any deviations from these general terms and conditions require a formal written agreement between Ctrl-P and the Client. These terms and conditions may only be waived by written agreement of the Provider. Any derogation granted by the Provider to the present general conditions does not invalidate the other clauses of the present general conditions which remain applicable.

The Client undertakes to provide all relevant information and data, as the case may be, substantiated with documentary evidence. The Client is responsible for the accuracy, completeness and reliability of the information and data provided, even if verifiable.

Offer and order

The period of validity of our offers is 30 calendar days. The prices indicated in the offer are only for the realization of the services described therein, excluding all other services. If additional services are requested by the Client, Ctrl-P will be entitled to charge for said additional services.

The price offer is made on the basis of information provided by the Client. In the event of any modification of the desired service or extension of the scope of the service, the Provider is authorized to adjust the price. This change in information will lead to a modification of scope and an additional work order reflecting the change in his service according to the Client’s new requests or the Client’s modified requests.

The price offer constitutes a package and / or an hourly rate and / or a daily rate and / or a premium and / or a commission which will be invoiced to the Client for the services indicated in the offer. Would the offer mention any cost of travel, such costs will similarly be invoiced.

Fees

All prices are quoted in euros, excluding VAT. Any increase in VAT or any new tax that would be imposed between the time of the order and that of the provision of services will be borne by the Client.

Ctrl-P draws up its fee notes based upon the services rendered. In principle, fees are determined based upon the duration of the services rendered and the applicable hourly rates. An overview of the applicable hourly rates can be obtained upon simple request. From time to time, Ctrl-P may reassess the hourly rates, meaning that the rates may change generally, or that the rate of a specific lawyer may change. Ctrl-P retains the right to surcharge on the fees due for general office expenses including and not limited to: administrative and secretarial support, copies, telephone charges and mail charges, transportation costs, etc. Specific costs (e.g. courier costs, fees and costs owed to bailiffs and translators, and court costs) shall be specifically defined within the general invoice to the Client.

 

Ctrl-P periodically bills its services, in principle on a monthly basis. Ctrl-P can request provisions.

Fees, provisions and expenses are payable by bank transfer. As from the 21st day after payment being due, interest at a rate of 10% shall apply by law and without notice of default. When a payment is overdue, the Client will also be obligated to pay a one-off compensation for collection charges, equal to 10% of the principal amount. If the Client neglects to pay, Ctrl-P can suspend its services until full payment has taken place.

 

Payment

The invoices are payable upon receipt or at any other time agreed in the work order, by funds transfer to the account of the Provider IBAN number: BE71 7350 5358 1269, BIC: KREDBEBB.

Any payment delay of more than 15 calendar days will entail an increase, automatically and without prior notice, of 12% per annum, plus a lump-sum indemnity of 18% with a minimum of € 75.00. In addition, the Provider is entitled to suspend its guarantee and contractual commitment as long as the Client is in default.

Any reminder sent to the Client who has not paid the totality of his invoice is invoiced at € 12.50 per mail sent, without prejudice to any bailiff, travel or justice costs that will also be charged to the Client.

Any complaint relating to an invoice must be sent no later than eight calendar days after receipt, by e-mail sent to the address thomas@ctrl-p.be. Failure to respect these conditions of time and forms, the Client will no longer be able to contest this invoice.

Canceling the order

Excluding in case of force majeure, any cancellation of the order made by the Client cannot lead to the reimbursement of the sums already paid or any compensation whatsoever.

In the event of cancellation of the order by the Provider, the latter undertakes to reimburse the Client the sums already paid by him in respect of the order concerned. If a prepayment has been done, only the part of the payment that does not cover a performance of service will be repaid. It is further understood that no compensation can be claimed from the Provider.

Enforcement of benefits

The Service Provider undertakes to do everything possible to offer its Clients a high quality of services. The Provider is entitled to have the services ordered performed by any collaborator or sub-Provider of his choice, under his responsibility under ordinary law.

The Provider reserves the right to refuse to honor an order from a Client who has not fully or partially settled a previous order or with which a payment dispute is pending.

The services rendered by Ctrl-P are for the benefit of the Client only. Third parties cannot derive any rights whatsoever from (the results of) the work performed.

The Client and/or Ctrl-P can at all times terminate the agreement, without any right to compensation, without prejudice to the Client’s obligation to compensate Ctrl-P for the services rendered and expenses incurred. Ctrl-P cannot terminate the agreement in untimely manner, or in a manner which jeopardizes the interests of the Client, unless the Client has neglected to pay fees, provisions or cost which are due and payable.

Guarantees and liability limitation

If the Client considers that he is entitled to challenge the quality of the services provided by the Service Provider, the Client must, within 3 days after the services are performed or the discovery of a defect in the performance of the contract which has not been expressly or tacitly approved by the Client, do so in writing (e-mail or courier). Past this delay, the right to challenge the services is foreclosed.

In any event, the Provider’s liability is limited to the amount of the contract without prejudice to the right of the Client to request the resolution of the contract in accordance with article 1184 of the Civil Code.

The liability of Ctrl-P, its partners, and its associates, is limited to the amount effectively recovered under their respective professional liability insurance policy (standard and supplementary policy). The Client can receive a transcript of these policies upon first request. Upon written request of the Client, an additional insurance policy can be taken out for a specific assignment. If, for any reason whatsoever, no effective recovery is obtained under the professional liability insurances, the liability of Ctrl-P shall be capped at the amount of fees invoiced to and paid by the Client for the relevant assignment, but with an absolute maximum of 500,000 euros. Unless otherwise agreed, Ctrl-P shall not be liable for any work performed by third parties which Ctrl-P would involve.

 

Force Majeure

No Party may be held liable for the non-fulfillment, in whole or in part, of its obligations if such non-performance is due to the unforeseeable event or to the occurrence of an element constituting force majeure such as, in particular, flood, fire, storm, shortage or raw material, total strikes within the Client’s company, blockages of transport and communication networks, public and private, and more generally all other cases beyond the control of the parties allowing the contract to be executed normally.

The Party which has been affected by such events shall inform the other Party as soon as possible and at the latest within 5 working days of the occurrence of that event.

Intellectual Property

All logos, trademarks, photos and models appearing on the Provider’s commercial documents, including the website www.ctrl-p.be, are the property of the latter.

Any partial or complete reproduction of these logos, brands, photos and models, whatever the medium, for commercial, associative or voluntary purposes, is prohibited without the consent of the Provider or the holders of the marks or rights attached to these graphic representations.

The Provider’s technology and methods related to Compliancy Scanning and Risk Management Assessment will remain the property of the Provider.

The Provider will transfer to the Client the property right of any and all processes designed specifically for the Client during the assignment.

The Client remains the owner of any data, document or piece of information transmitted to the Provider during the assignments.

Challenge

Any dispute whatsoever must first be the subject of an attempt to amicable settlement before being able to be submitted to the Courts and Tribunals.

Any dispute relating to the validity, interpretation and / or execution of a contract concluded with the Provider shall be exclusively submitted to the Courts and Tribunals of Ghent, Belgium.

Confidentiality

The provider undertakes to process your personal data, the personal data of your team or your Clients in compliance with the European Regulation 2016/679 (more commonly referred to as General Data Protection Regulation).

By providing personal data that is not his own, the Client guarantees that he obtained the adequate authorization to have these data processed by the Provider.

At any time, the Client can access his data, have it rectified or asked for deletion. Deletion will only occur if no other rule or regulation prevents it. If data may not be deleted immediately, it will be marked to prevent further use of it. When applicable, the Client can also request to have his data transferred.

At any time, and without any justification, the Client may object to the processing of his/her personal data, those of his team or his Clients by sending a letter to the Provider or e-mailing thomas@ctrl-p.be. If the Client receives a refusal from one of his own Clients to use their personal data, the Client will communicate this information immediately and through the same channel to the Provider.

If, at any time, the Client deems that the Provider is not respecting his / her privacy, the Client will send a letter to the Provider or e-mail to: thomas@ctrl-p.be. The Service Provider will make every effort to detect and correct the problem. The same clause is applicable to the data of the Client’s Client.

The Provider shall keep securely and with complete secrecy all confidential information entrusted to him and shall not use or attempt to use any such information in any manner which may injure or cause loss, either directly or indirectly, to the Client or its business or may be likely to do so.

The parties agree that they will find a resolution as soon as possible in order to determine together the modalities of execution of the order during the duration of the case of force majeure.

Data Processing

 

For more information on how we process data and your rights, we kindly refer you to our  Privacy Policy.

Miscellaneous

The agreement between Ctrl-P and the Client (and any non-contractual obligations arising out of or in connection with it) is governed by Belgian law. All disputes (including any disputes relating to any non-contractual obligations arising out of or in connection with the agreement) shall be settled by the courts of the registered office of Ctrl-P (courts of Ghent, department Ghent). Ctrl-P reserves the right to take legal action before the courts of the jurisdiction of the Client.

Where, by virtue of the application of a law, regulation or as a result of a final decision of a competent court, one or more clause of these general conditions are held to be invalid or declared as such, This does not affect the other clauses of the present general conditions which remain in force. Where appropriate, the parties will negotiate in order to agree on one or more provisions which would make it possible to achieve, as far as possible, the objective pursued by the clause or clauses invalidated.

No omission or delay by either party in exercising any right or remedy available to it under the framework agreement contract or the applicable law shall constitute an abandonment. The waiver of a right or remedy shall be in writing by the party abandoning it.

The contract concluded between the Provider and the Client is subject to Belgian law.

Marie Popelinkaai 2, 9050 Ledeberg

BE.0724.765.291

©2019 by Ctrl-P