Terms and Conditions
These are the general terms of sale, delivery and maintenance by C-Clear Partners BVBA, company under Belgian law with head office in Belgium in 2640 Mortsel, Jacob Van Arteveldestraat 30, registered under VAT BE / RPR Brussels 0847.823.847 (hereinafter referred to as “CCP”).
Article 1: Scope
1.1. These general conditions are applicable to any CCP offer and to any agreement between CCP and its Customers (“the Customer”). They are applicable with the exclusion of the conditions agreed in the contracts between CCP and the Customer, even if stated otherwise. As such deviations should be documented in a formal agreed and signed contract (also referred to as MSA or Master Service Agreement)
1.2. An order by the Customer is only contractually binding for CCP when CCP has expressly accepted the contents thereof in writing. For the Customer, each order will immediately constitute a contractually binding offer, even prior to the written acceptance thereof by CCP.
1.3. Should the Customer wish to make use of CCP products and/or services for non-professional use, he is to notify CCP on the matter in writing and in advance, if not he will irrevocably be regarded as a professional user, acting within the framework of his professional activities.
Article 2: Prices
2.1. The prices indicated by CCP are to be considered as estimates or a budget and will entail no binding value, but only indicative value. Price proposals by CCP are only valid for 30 days in all cases.
2.2. The prices are indicated ex works: VAT and other taxes or levies, costs involving communication, translation, training, travel and accommodation, and generally demonstrable advances are not included in the estimated prices or rates, unless explicitly expressly stated otherwise.
All additional supply of services performed by CCP at the Customer’s request will immediately be invoiced directly to the Customer at the rates prevailing at that time.
2.3. Consultant rates are indexed on January 1st of each year based on the following formula: new fee = old fee [0.2 + 0.8 (Agoria index of year n+1) / (Agoria index of year n)]. Article 2.3. is not applicable for products or services of third parties. As a result, price fluctuations can be charged to the Customer.
2.4. CCP preserves the right to adapt prices for products or services on a yearly basis. For instance, when the scope or content of the consultant’s assignment at the Customer has been changed in such a way that a price increase is justified (e.g. different responsibilities, increased scope of work, …).
CCP will notify customer at the latest 1 month before the new price takes effect. Customer is then entitled to reject the new price. Upon rejection CCP has the right to replace the consultant or remove him/her from the project at the date the new price will take effect.
Article 3: Payment
3.1. All payments are to be effectuated within 30 days after the invoice date without any deductions or set-off, unless otherwise agreed between CCP and the Customer.
3.2. Invoices are to be disputed within a period of 15 days after their issuance, failure to do so will constitute acceptance of the respective invoices. Should a part of an invoice be disputed in good faith, the undisputed part shall be immediately paid. Upon settlement of the dispute, all amounts payable to CCP shall be paid including the interests, starting on the day on which the amounts became payable.
3.3. If the term of payment is exceeded, an interest is due ipso jure at a percentage of minimum 1 % per month at the mere expiry of the term of payment (in pursuance of art. 1139 of the Civil Code), each started month counting as a complete month. All judicial and extrajudicial collecting charges will be at Customers expense and will be due at the mere expiry of the term of payment. The (extra) judicial collecting charges are set at 15 % of the amount due, with a minimum of 125 EUR.
3.4. Negligence in payment may prompt CCP, after notification, to cancel any prevailing agreements or to suspend them until the next payment has taken place, without prejudice to CCP’s entitlement to damages.
Moreover, in case of sustained default of payment, CCP is entitled to legally terminate the agreement in writing without any prior notification and without the Customer being entitled to claim damages, without prejudice to CCP’s entitlement to claim damages in the amount of half of the fees owed for these remaining commitments, without prejudice to CCP’s entitlement to a higher amount based on proven damage incurred.
3.5. Should CCP feel that the Customer’s solvency warrants it, CCP may ask the Customer, even after conclusion of the agreement, that he meets the indemnity set by CCP for the payment of future deliveries, and CCP may suspend the delivery/deliveries until the requested indemnity is met and/or may unilaterally modify the terms of payment which were agreed.
The delivered software and components will remain property of CCP as long as the Customer has not yet fully paid CCP as well as any possible interests and/or flat-rate fees. CCP may invoke reservation of title without any prior notification. The Customer will pay any possible costs on the matter.
Article 4: Guarantees
4.1. The Customer can only appeal to the guarantees the software vendor committed himself to directly with respect to the Customer.
4.2. The guarantees included below are valid exclusively in case the delivered software is owned by CCP. CCP will invest the appropriate care into the development of the software, keeping in mind that standard software is destined for application by a large group of users, and is therefore of a general character. CCP guarantees that the software is delivered with normal professional care and in a diligent and competent manner, in accordance with the documentation, and that the software will operate in accordance with the documentation for one year. The correction of any non-compliance with this guarantee within reasonable and commercially feasible bounds is CCP’s only obligation, on condition that the Customer notifies CCP in writing and in a sufficiently clear manner within thirty (30) days after the software is delivered or within thirty (30) days after successful completion of the acceptance tests, if applicable.
This guarantee is not applicable if the software is wrongly used or inappropriately modified, or in case of any other causes which are alien to CCP. CCP does not guarantee, nor is it responsible for, the operation of products or services delivered by third parties and not sold by CCP, their
compatibility or integration, or any information given on the matter.
Article 5: Intellectual Property
5.1. For software owned by third parties (e.g. software vendors), be it purchased directly from the supplier by the Customer or delivered by CCP, the terms of delivery, licenses, guarantees, terms of support and other contractual terms which the supplier of the software in question renders applicable will all apply in principle. CCP will not accept any complementary obligations on the matter. The Customer will inform himself of these terms in a timely fashion and accept and sign them if needed.
5.2. Every software adaptations and/or documentation created by CCP on behalf of the Customer subject to this agreement will become the ownership of the Customer from the moment all payments on invoices related to this activity have been received. CCP however upholds the right to apply the techniques and methods used during the creation of these programs on behalf of other customers.
Article 6: Breach of contract
6.1. If the Customer cancels the entire order or part of it, or if he fails to take delivery of all or part of the goods or services, CCP is entitled to claim dissolution or execution of the contract.
6.2. The damage incurred by CCP amounts to a minimum of 50% of the value of the order or to the non-respected part of it, on the understanding that CCP can prove the real damage, by all legal means, if it exceeds this amount. CCP is entitled to cancel this agreement, without notification, in the event that the Customer has requested respite of payment or is in a state of bankruptcy or notorious insolvency.
6.3. Moreover, both CCP and the Customer are entitled to immediately terminate the existing contractual relationships between them by registered mail in case of bankruptcy or liquidation of the other party, or for any significant cause which may substantially jeopardize either party’s rights.
Article 7: Non-solicitation
7.1. During the entire duration of the service provision by CCP and during a period of 24 months after the termination thereof, the Customer commits, except for prior written consent of CCP, to not hire, directly or indirectly, any staff member of CCP who was deployed as assignment executer, or to have him/her perform operations outside of the framework of the agreement between CCP and the Customer.
7.2. The same injunction is applicable pertaining to the appointees of CCP who perform the service provision for the Customer, yet who are not staff members of CCP proper, and also pertaining to CCP delegates who are deployed as replacements of the executer(s) mentioned in the agreement or as extra executers during the service provision. Any infraction of this injunction will be cause for damages, set by default at two years of gross pay of the involved staff member. The same damages will be payable by the Customer should he obtain the same result by any other means in an effort to circumvent this injunction.
Article 8: GDPR
8.1 Scope and purpose
With respect to and for the purpose of the performance of the services pursuant to an agreement concluded by the client with C-Clear Partners, the client shall provide C-Clear Partners with personal data and shall authorise and instruct C-Clear Partners to process their personal data in accordance with the provisions of this agreement.
Personal data are understood to mean any information relating to an identified or identifiable natural person acquired by C-Clear Partners. An identifiable natural person is understood to mean a natural person who can be identified, directly or indirectly, by means of an identifier such as a name, location data, an online identifier or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
The personal data may be processed with the purpose of performing the services under the agreement, including the following purposes:
- Personnel administration, customer management and administration, supplier management and administration;
- Execution of projects, studies and general tasks as agreed with the client
- Provision of customized offers and demos
- Provision of support services
- Any other category of purposes for the processing of personal data as agreed between the parties in the relevant agreement, the order letter or any other document attached to the agreement.
The information provided by the client is required to fulfil the order and to complete the invoicing process.
C-Clear Partners shall not use the personal data for any other purposes, except in order to comply with legal provisions to the contrary or in case of a written consent to the contrary from the client. C-Clear Partners undertakes to process the personal data provided by the client within the context of the agreement with the client with due care.
Any processing of personal data pursuant to the agreement between the client and C-Clear Partners shall take place in accordance with all applicable laws on data protection and processing, in particular in accordance with EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (GDPR), and any other laws resulting from this Regulation and/or any other Belgian or European legislation relating to the protection/processing of personal data or privacy.
For the purpose of the performance of the services, C-Clear Partners is a processor acting on behalf of the data controller, i.e. the client. In its capacity as processor, C-Clear Partners shall act exclusively on the instruction of the client. The agreement constitutes the client’s full instruction to C-Clear Partners with respect to the processing of personal data. Any additional or alternative instructions must be agreed in writing by the parties.
C-Clear Partners processes personal data exclusively on behalf of the client. C-Clear Partners has no control, possession or ownership rights on the personal data provided.
However, C-Clear Partners is not responsible for compliance with any laws and regulations that are applicable to the client or to the sector in which the client is active but are not generally applicable to C-Clear Partners in their capacity as service provider, unless explicitly agreed otherwise by the parties.
8.2. Personal data
Any processing in accordance with the agreement shall be regarded as an instruction for the processing of personal data by C-Clear Partners.
The processing of personal data concerns personal data provided by the client in the context of the agreement with the client, including but not limited to personal data about the personnel of the client or third parties who are somehow involved in the project.
8.3. Transfer of personal data
C-Clear Partners shall not transfer any personal data to a third party except:
(1) when the client gives instructions or grants consent for that purpose;
(2) as described in the agreement;
(3) when required for the processing of personal data by approved sub-processors in accordance with article 8.4;
(4) to the sister company Atom Ideas
(5) when required by law.
If the client gives C-Clear Partners instructions to transfer personal data to a third party, it is and remains the client’s responsibility to enter into written agreement with that third party to protect these personal data, and the client shall compensate, defend and indemnify C-Clear Partners against any and all losses resulting from such a transfer by C-Clear Partners to the third party, unless these losses can be attributed to proven shortcomings of C-Clear Partners.
The client acknowledges and explicitly agrees that C-Clear Partners can transfer personal data to sub-processors for the performance of the services for which C-Clear Partners was appointed. Any sub-processor to whom C-Clear Partners transfers personal data can only receive personal data for the purpose of performing the services entrusted to the sub-processor by C-Clear Partners, and shall not use these personal data for any other purpose. C-Clear Partners remains responsible for compliance by the sub-processor with the obligations of C-Clear Partners pursuant to the agreement, including this agreement.
By signing this agreement, the client consents to the processing of their data by sub-processors. C-Clear Partners shall enter into written agreements with each sub-processor, which contain obligations that are not less protective than the obligations contained in the agreement with the client.
8.5. Rights of the data subjects
The client has the right to modify or consult their personal information.
If possible C-Clear Partners shall provide assistance to the client in order to ensure that the client can meet their obligation to comply with requests from data subjects who exercise their rights.
8.6. Erasure and return of personal data – retention periods
Upon termination of the agreement C-Clear Partners shall, without having to inform the client in advance, erase or anonymise all personal data in their systems (with the exception of certain back-up archives) after all relevant legal and regulatory requirements relating to the retention of data will have expired. If C-Clear Partners is required to retain data that are used to check the accurate processing of data in accordance with the order or data that must meet the relevant legal and regulatory requirements relating to the retention of data, C-Clear Partners is authorised to retain these data during the relevant retention periods after the termination or expiration of the agreement and C-Clear Partners shall retain these data in a safe manner after the requirements relating to data retention will have expired.
If the conclusion of a support agreement is not in line with the project delivery, the customer must provide C-Clear Partners again with all personal data necessary for the service delivery of support tickets.
8.7. Technical and organisational measures
Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing personal data as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons linked to the processing, C-Clear Partners shall implement appropriate technical and organisational measures to secure the personal data processed on behalf of the client and maintain this level of security.
During the term of the agreement with the client, C-Clear Partners shall, at the client’s request and within a reasonable period of time, provide the latter with an up-to-date description of the technical and organisational protection measures that have been implemented.
Technical and organizational measures taken to secure the developed CRM system will be subject of the assignment. The technical and organizational measures referred to above are limited to data stored within C-Clear Partners about the client within the framework of the execution of the order or the provision of support.
To determine appropriate technical and organizational measures for the related CRM system in question, a DPIA or risk analysis provided by the client will be used. The responsibility for determining the need for and drawing up a DPIA lies entirely with the client. Under no circumstances can C-Clear Partners be held liable for general or special indirect damages of any kind suffered by the client as result of the failure to prepare a required DPIA.
8.8. Obligation to report data leaks
C-Clear Partners shall inform the client as soon as possible of security breaches to be reported to the Belgian Data Protection Authority and/or the data subject(s).
In case of a security breach, C-Clear Partners shall in any case provide the following information at the client’s request:
(a) the nature of the breach and of the personal data affected;
(b) the probable causes of the data breach;
(c) the measures taken in this respect. If it is not possible for C-Clear Partners to provide this information immediately, they will do so progressively.
C-Clear Partners shall provide every required assistance for the provision of additional information to the supervisor(s) and/or the data subject(s) whenever necessary.
All costs incurred by C-Clear Partners in this context will be borne by the client (at the agreed hourly rate)
C-Clear Partners shall keep an overview of the facts and consequences of the security breach.
8.9. Responsibilities of the client
The client is responsible for the legitimacy of the processing of personal data within the context of the agreement with C-Clear Partners.
The client declares and guarantees that, when providing C-Clear Partners with personal data for processing:
- the relevant data subjects were adequately informed of their rights and obligations, in particular of the possibility that C-Clear Partners will process personal data on behalf of the client and in accordance with the client’s instructions;
- they complied with the applicable legislation on data protection and processing when collecting and providing these personal data;
- they will implement all reasonable measures to keep the personal data up to date in order to ensure that the data are not incomplete or incorrect with respect to the purposes for which they were collected.
- that the data provided are necessary to allow C-Clear Partners to fulfil its obligations under this agreement, in strict compliance with the principles of necessity and purpose imposed by the GDPR. In other words, it is the client’s responsibility to provide only the necessary data to achieve the objectives for which C-Clear Partners is called upon.
8.10. Obligation to inform
C-Clear Partners shall provide the client, at the latter’s request, with all information required to demonstrate the fulfilment of the client’s obligations under the legislation on data protection and processing.
8.11. Confidentiality obligation
All data and information exchanged between the parties shall be regarded as confidential during the term of the agreement and shall not be disclosed to third parties, nor be used for any purpose other than the purpose agreed between the parties.
The obligation described in the previous paragraph is not applicable to confidential information that:
- was already publicly available at the time of the disclosure by the disclosing party or became publicly available afterwards without the intervention of the recipient;
- was already legally in the possession of the recipient at the time of disclosure, as sufficiently demonstrated by the recipient; or
- is received from third parties by the recipient on a non-confidential basis after the disclosure.
C-Clear Partners declares and guarantees that all staff members acting under their authority and entitled to process personal data have undertaken to guarantee the security and confidentiality of the personal data in accordance with the provisions of the agreement entered into with the client. For that purpose C-Clear Partners shall inform all staff members acting under their authority and having access to the personal data of the applicable requirements and ensure that they comply with these requirements by means of contractual or legal confidentiality obligations.
If C-Clear Partners is required to provide data on the basis of a legal obligation, C-Clear Partners shall verify the grounds for the request and the identity of the party making the request. Unless prohibited by law, C-Clear Partners shall inform the client prior to providing this information.
Article 9: Reconstruction of data and programs
9.1. The Customer is solely responsible for the establishment of procedures which will enable him at any time to reconstruct lost or altered files, data or programs, regardless of the cause of the loss or change. The Customer should at least have possession of the necessary back-up copies of his computer programs, files and data at all times.
9.2. As far as viruses are concerned, CCP can never be held liable for viruses in the Customer’s system, nor for the consequences.
Article 10: Confidentiality
10.1. During the delivery of the services, it’s possible that both parties transfer confidential information belonging to them to each other which may be used within the boundaries of the service delivery. This information may concern sensitive data, research information, knowhow, business activities, processes, studies, technical descriptions, softwarecode, etc. Such information (“confidential information”) can be explicitly, written or verbally, be stamped as confidential or be deemed confidential according to in general accepted standards. In case such information (i) is publicly known without infringement to this clause, or (ii) was already known on legal basis by the receiving party without non-disclosure agreement, or (iii) was independently developed by the receiving party, or (iv) was legally apprehended through a 3rd party who did not have a non-disclosure agreement, it will not be considered as confidential information.
10.2. CCP and the Customer commit to take any precautions in order to keep such confidential information as secret and not to reveal any confidential information from the other party to 3 rd parties, with the exception of 3 rd parties which are involved in the delivery of the services and for whom the sharing of this information is of essential importance in light of the delivery of the service(s) and who have entered into a written confidentiality agreement the provisions of which are not less stringent than those set forth herein so that onto these 3 rd parties, a similar non-disclosure agreement will be enforced. The Customer will ensure that his staff members, which do not need to acquire the knowledge or knowhow of the confidential information from CCP or its providers, will not get access to those. Each party also agrees to use the other party’s confidential information only for the purpose of performing the services and for no other purpose whatsoever. The Customer will not erase or change any specific markings within software, materials, documentations or references with regard to the appliance of rights and the confidential nature of the data.
Article 11: Applicable law
11.1. The agreements are governed by Belgian law, to the exclusion of the treaty of Vienna concerning international contracts of sale of movable property. The Customer commits himself to submit all complaints concerning the function of the software to CCP before instituting any proceedings, on penalty of dissolution. CCP has one (1) month to check whether or not the complaints are justified. Any dispute connected with this agreement is the exclusive jurisdiction of the Courts of Antwerp, both for domestic and international transactions.