Terms of sale

Summary

These General Terms and Conditions of Sale (hereinafter "GTS") exclusively and imperatively govern the contractual relations established between Clarify Consult Partner Europe, operating the trademark Clarify Consult Partner, with registered office at Place Sainte-Gudule 14, 1000 Bruxelles, Belgique, registered with the Crossroads Bank for Enterprises under number BE 2269.762.485, hereinafter the "Company", and any natural or legal person acting for professional purposes subscribing to the services offered, hereinafter the "Client".

1. Article 1 - Definitions

For these GTS: Services means the information security, compliance and GRC consulting (ISO 27001, SOC 2, ISO 42001, GDPR, NIS 2, DORA, EU AI Act), vCISO, vDPO, audits, testing, infrastructure, IT / SEO / CRM / digitalisation consultants, market studies and corporate websites, as closed lots; Service means all services rendered; Plan means the subscribed pricing formula; Client Data means any data deposited by the Client; Credentials means authentication information; Initial Period means the non-cancellable minimum duration of twelve (12) months; User means any natural person authorised by the Client.

2. Article 2 - Object and scope

These GTS define the conditions under which the Company grants the Client a right of access to and use of the Services. Any order entails unreserved adherence to these GTS, which shall prevail over any other document, except by express written derogation of the Company. The Company's non-reliance on a stipulation does not constitute waiver.

3. Article 3 - Formation of the contract

3.1. Offers and quotes are valid for seven (7) business days, unless otherwise stated.

3.2. The contract is deemed perfect upon receipt by the Company of the duly signed purchase order or quote. The Company reserves discretionary right to accept or refuse any order.

3.3. Activation deadlines are purely indicative and any delay shall not give rise to penalty.

4. Article 4 - Duration and commitment

All subscriptions and recurring services are taken out for a firm term of twelve (12) months from the start date on the quote, or failing that from the signature date. During that term the client may not terminate, except for a serious breach by Clarify Consult Partner that remains unremedied 15 days after written notice. At expiry, the subscription renews automatically for successive 12-month periods, on the same terms, unless written notice is sent to [email protected] at least 30 calendar days before expiry. A different duration or notice is valid only if expressly stated on the signed quote. One-off lots (audit, website, content) end on delivery.

4.2. At the end of the Initial Period, the contract shall renew tacitly for periods of twelve (12) months, unless terminated by registered letter six (6) months before expiry.

4.3. Any early termination by the Client, except for serious breach by the Company, shall give rise to immediate payment of all remaining fees due until the end of the Initial Period.

5. Article 5 - Prices and tariff conditions

5.1. Prices are in euros, excluding tax. VAT and any applicable tax shall be added at the legal rate in force.

5.2. The Company reserves the right to revise its tariffs annually within the positive variation of the Agoria index or any substitute index.

5.3. Additional services not included in the Plan (specific configurations, custom developments, data migration, additional training) are subject to separate pricing on prior quote.

6. Article 6 - Payment conditions

6.1. Invoices are payable on demand at the issuance date, without discount. Any payment delay requires a prior written request.

6.2. Payment is by bank transfer or recurring SEPA direct debit.

6.3. Any payment delay entails by operation of law, without formal notice: (a) late payment interest at the monthly rate of 1.5%; (b) a lump sum indemnity of 20% of sums due, minimum €75 excl. VAT; (c) a €35 administrative fee per unpaid invoice.

6.4. In the absence of regularisation after the third reminder, the Company may suspend access to the Services without further notice. Reactivation within 48 business hours of full regularisation.

7. Article 7 - Service description and level

7.1. The Services is hosted on OVH SAS infrastructure within the European Union, in ISO/IEC 27001 certified data centres.

7.2. The Company commits to a monthly availability rate of 99.9%, excluding scheduled maintenance interruptions notified seven (7) days in advance.

7.3. In case of SLA breach, the Client may claim a credit on the monthly fee, calculated pro rata temporis, upon request made within thirty (30) days of the incident.

8. Article 8 - Client Data and reversibility

8.1. Client Data remains the exclusive property of the Client. The Company has only a strictly limited right of use.

8.2. At any time during the contract and within ninety (90) days of its termination, the Client may request the complete export of their data in open formats (CSV, JSON, XML, PDF). Thereafter, data shall be permanently deleted.

9. Article 9 - Intellectual property

9.1. The Services and all its elements remain the exclusive property of the Company, protected by copyright (Book XI of the Belgian Code of Economic Law), database law and trademark law.

9.2. The Company grants the Client a personal, non-exclusive, non-transferable right of use during the contract.

9.3. Any reproduction, adaptation, translation, decompilation, disassembly or reverse engineering shall expose the offender to payment of a lump sum indemnity of one hundred thousand (€100,000) euros per infringement, without prejudice to further proceedings.

10. Article 10 - Liabilities

10.1. The Company has an obligation of means. Its liability can only be engaged in case of gross or intentional fault.

10.2. The Company's total liability is expressly limited to the amount excl. VAT actually received under the contract during the twelve (12) months preceding the generating event.

10.3. Indirect damages are excluded: data loss, loss of turnover, loss of profits, loss of clientele, image damage.

10.4. Any liability action must be initiated within one (1) year from the generating event, under penalty of forfeiture.

11. Article 11 - Force majeure

Neither party shall be liable for any breach attributable to force majeure: acts of authorities, wars, terrorism, riots, epidemics, natural disasters, fires, floods, strikes, outages, large-scale cyber attacks. If force majeure exceeds sixty (60) consecutive days, either party may terminate by registered letter.

12. Article 12 - Confidentiality

Each party undertakes to strictly keep confidential the information of the other party, and to disclose it only with prior written agreement. This commitment remains in force for five (5) years after termination.

13. Article 13 - Non-solicitation of personnel

The Client undertakes, during the contract and two (2) years after termination, not to hire or solicit any Company employee, under penalty of a lump sum indemnity of one hundred thousand (€100,000) euros per employee concerned.

14. Article 14 - Subcontracting

The Company may have all or part of the services performed by subcontractors, remaining jointly liable. The list of subcontractors processing personal data is published on the Services.

15. Article 15 - Commercial reference

Unless written opposition by the Client, the Company is authorised to mention its name and logo on any promotional medium, during the contract and three (3) years after termination.

16. Article 16 - Assignment and transmission

The Client may not assign its rights without the Company's written agreement. The Company may transfer its rights to any company of its group or third party in case of restructuring.

17. Article 17 - GTS modifications

The Company may modify the GTS. Any substantial modification is notified in writing at least sixty (60) days before entry into force. Failing written opposition within this period, modifications are deemed accepted.

18. Article 18 - Partial nullity

The nullity of a stipulation shall not affect the validity of the others, which continue to produce their effects. The parties undertake to negotiate a replacement stipulation.

19. Article 19 - Applicable law and dispute resolution

19.1. These GTS are governed by Belgian law, excluding the Vienna Convention.

19.2. For Clients established in another EU Member State, the mandatory provisions of local law remain applicable.

19.3. Any dispute shall be subject to a prior amicable resolution attempt. Failing agreement within sixty (60) days, the courts of the Brussels judicial district, shall have exclusive jurisdiction.