FRIMGLE is a specialized company offering its services in the field of information technology and sales consulting.
The Client wishes to entrust FRIMGLE, who accepts it, with the mission of optimizing and expanding its sales pipeline according to the framework specified in the Quote.
The hereby presented general conditions (the “General Conditions”) apply, without restriction or reservation, to all of the services provided by FRIMGLE to the Client, the latter confirming, by signing the Quote, their full and entire agreement to the text of the General Conditions.
2. FRIMGLE’S OBLIGATIONS
FRIMGLE undertakes to perform its services and to comply with the obligations set forth in the Quote.
Within the scope of offered services, FRIMGLE shall only be bound by an obligation of means, but undertakes to use its best efforts to execute its obligations in accordance with professional practice.
3. OBLIGATIONS OF THE CLIENT
In order to enable FRIMGLE to carry out the mission entrusted by the Client, the latter wishes to allow FRIMGLE to access the social media accounts and sites or servers of the Client in order to carry out its mission. In this context, the Client undertakes to provide to FRIMGLE, upon acceptance of the present General Conditions or upon FRIMGLE’s subsequent request, all the usernames and passwords required for access to said social media accounts and sites or servers for which the Client wishes to use the services of FRIMGLE. The Client undertakes to keep FRIMGLE informed of any change in this regard in order to allow FRIMGLE to perform its services. This access granted to FRIMGLE by the Client is under the entire responsibility of the Client who declares that he expressly consents to this access, and has the powers and authorizations to do so, including communicating them to FRIMGLE in the context of these General Conditions and the performance by FRIMGLE of its services. The Client releases FRIMGLE in this respect of all liability, and FRIMGLE declines in this respect any responsibility for the consequences of the access which is thus granted to it by the Client, subject of course to its responsibility within the scope of the execution of its mission for the benefit of the Client.
The Client commits to collaborate with FRIMGLE in the execution of the contractual agreements concluded between the Parties, in particular by preparing and making available to FRIMGLE the technical environment, the documentation and the information necessary for the performance of its mission.
4. COMING INTO FORCE
The collaboration between the Parties takes effect on the date of validation of the Quote by the Client.
In the absence of other specific deadlines which would be stipulated within the scope of the FRIMGLE Quote, in which case such deadlines would apply by derogation from these General Conditions, the collaboration between the Parties is concluded for an indefinite duration.
Subject to any other provisions set forth in the Quote, in the event that the collaboration between the Parties is concluded for an indefinite period, each of the Parties may, however, terminate it, in accordance with the procedures provided for in Article 11 below.
5. INTELLECTUAL PROPERTY
Acceptance of these General Conditions and the conclusion of the collaboration between the Parties does not entail any transfer or license of rights of any kind, for the benefit of either of the Parties.
Each Party declares that it is, and will remain, the holder of all intellectual property rights, and in particular those relating to software, that it could exert or which it could allow the other Party to exert in the performance of the mission entrusted to FRIMGLE without this exercise being able to lead to a transfer of any kind whatsoever relating to the rights in question or their use. FRIMGLE thus retains full and entire ownership of the intellectual property rights relating to all the creations developed by it, with the exception of creations developed specifically for the Client within the scope of the services offered to the latter, the intellectual property of which shall be acquired by the Client after payment by the latter of all the services performed by FRIMGLE for its benefit.
Within the scope of the exercise of its services on behalf of the Client, FRIMGLE declines any responsibility for any intellectual property rights related to the content posted online by FRIMGLE on behalf of the Client (third-party trademark, photo or video) . The Client confirms in this regard having all the intellectual property rights on the content published in his name and on his behalf by FRIMGLE and undertakes, in this regard, to keep FRIMGLE free from any claim, and to guarantee FRIMGLE, if applicable, in the event of a claim related to the intellectual rights relating to publications produced by FRIMGLE in the name and on behalf of the Client.
Each Party undertakes not to directly or indirectly infringe the rights of the other Party.
Each Party undertakes to take, with respect to authorized users and to any external person who would have access to any work or exercise of any intellectual property right held by the other Party, in particular relating to any software, all measures necessary to ensure the secrecy and the respect of the intellectual property right related to these works, elements and creations, in particular on the said software. Each of the Parties undertakes in particular to take all measures so that its personnel does not keep any documentation or reproduction of the works that are subject to the said rights outside their place of work.
By accepting the Quote and these General Conditions, the Client expressly authorizes FRIMGLE to use, copy, modify, distribute, broadcast, adapt and transmit any element over which the Client has intellectual property rights, in order to allow FRIMGLE to perform the services which are the subject of the collaboration between the Parties.
The Client further authorizes FRIMGLE to use the Client’s name, brand and logo as a public reference, and this in the most extensive manner provided by law. The Client nevertheless retains the right, subject to prior written notice, to refuse such use, in which case this refusal of use could only have effect for any possible uses by FRIMGLE subsequent to this refusal.
6. FINANCIAL CONDITIONS
As remuneration for the performance of the services stipulated in the Quote, the Client undertakes to pay FRIMGLE the amount stipulated in this Quote, according to the terms and conditions set forth in said Quote. All external costs, disbursements or expenses incurred by FRIMGLE in the context of the performance of its services on behalf of the Client will be invoiced to the latter by FRIMGLE at cost price (including, but not limited to, the transport and subsistence costs outside Brussels, the remuneration of third parties or of external consultants), provided that the latter has previously obtained the agreement of the Client on said expenses.
Where applicable, the Quote may provide for payment in installments, in which case the payment of the Price will be made in accordance with the provisions set out in the Quote.
In any event, the invoices issued by FRIMGLE are payable within thirty days from the issue of the invoice by FRIMGLE.
All amounts mentioned as remuneration for services or fees are exclusive of value added tax or any other applicable tax of whatever nature, which are the sole responsibility of the Client.
In the event of non-payment on its due date, any amount due will bear interest, without formal notice of the payment default, starting from the said due date and until full payment, at the rate of 12% per year. In addition, any amount unpaid when due will be increased, as of right and without prior notice, by a fixed and irreducible indemnity of 10% of the sums due, with a minimum of 125.00 EUR; all this without prejudice to the right of FRIMGLE to request full compensation for the damage actually suffered.
Furthermore, in case of non-payment, even of a single payment, FRIMGLE reserves the right to suspend the execution of its services for the benefit of the Client, without prior notice, and without prejudice to any damage, interest and compensation to which it may be entitled.
In the event that one of the Parties remains in default of fulfilling its obligations towards the other Party after the expiration of a period of fifteen days after sending a formal notice, the Party which is victim of this non-compliance shall have the right to unilaterally terminate the collaboration binding the Parties to the wrongs of the defaulting Party, without prejudice to their right to claim full compensation for their loss.
7. RESPONSIBILITY OF FRIMGLE
It is expressly agreed between the Parties that the obligations of FRIMGLE only constitute an obligation of means, and that the latter declines all responsibility for any failure, partial or total, of the objectives determined in the Quote. FRIMGLE will not incur any obligation of indemnification towards the Client, of any kind whatsoever, in the event that the objectives set by the Client were not achieved.
In the context of the services provided by FRIMGLE on behalf of the Client, and in the broadest possible manner provided for by applicable legislation, the Client exonerates FRIMGLE from any responsibility in the context of the execution of the task entrusted to it. FRIMGLE therefore expressly declines all liability, its mission being limited to an obligation of means, under the terms of which it undertakes to provide its best efforts but without obligation of result.
In any case and in the event that, notwithstanding the liability exemption clause provided in article 7.2, FRIMGLE’s responsibility should be retained, this will, in any event, be limited to half the remuneration promerited by FRIMGLE over a period of 3 months preceding the faulty event in the context of the mission concerned, to the exclusion of any other amount.
In any event, FRIMGLE cannot in any case be held liable to the Client, for any reason whatsoever, for all indirect damages, whatever they may be, including in particular, without limitation, any loss of data, commercial damage, loss of turnover or profit, loss of Clients, loss of opportunity, tax or administrative sanction of any kind whatsoever, in relation to or arising from the performance of services for or on behalf of the Client, even if FRIMGLE has been warned of the possibility of such loss or damage.
8. RESPONSIBILITY OF THE CLIENT
The Client takes full responsibility for determining the adequacy of the Quote, and of the services ordered from FRIMGLE, in relation to its needs and expectations. The Client acknowledges in this regard having received from FRIMGLE all the necessary information allowing him to assess the adequacy of the Quote to his needs, and waives any action against FRIMGLE in this regard.
The Client further confirms that it has collected, where applicable, all the authorizations required by its end clients, in particular with regard to the provisions applicable in matters of privacy and protection of personal data. In particular, without this list being exhaustive, the Client confirms having received the authorization of all the persons concerned for the processing of their personal data by FRIMGLE within the framework of this Contract, in compliance with the provisions of the GDPR and applicable law.
The Client exonerates FRIMGLE in this respect from any responsibility regarding the use which would be made by FRIMGLE of this data and undertakes, if necessary, to guarantee FRIMGLE, and to hold it free from any claim, in principal, interests and fees, which would be formulated by an end user following this possible use of his personal data.
Unless the Parties agree otherwise in writing and in advance, each Party undertakes to treat as confidential all information, regardless of its nature or mode of transmission (or if this information is expressly identified as confidential or not), received from the other Party in the course of carrying out the execution of the collaboration between the Parties.
Each Party undertakes in this regard to use confidential information received from the other Party only within the scope and for the execution of the collaboration agreement binding 4 them.
Each Party undertakes to take all the necessary precautions to maintain the confidentiality of the other Party’s confidential information, these precautions having to be at least equivalent to those taken by each of the Parties to ensure the confidentiality of its own confidential information. In this regard, each of the Parties undertakes that any person required to process or know this confidential information is, at the very least, bound to the same obligation of confidentiality.
At the end of the collaboration between the Parties, each Party undertakes to return to the other Party, or destroy, any confidential information received within the context of the services provided by FRIMGLE for the benefit of the Client, except the elements making possible to establish the reality of the deliveries carried out within the scope of these services – elements that may be preserved.
The Client expressly undertakes, for the entire duration of this collaboration, as well as for a period of 24 (twenty four) months after its expiration for any reason whatsoever, not to recruit or establish any links of collaboration, direct or indirect, in any form whatsoever, with the people working for or collaborating with FRIMGLE within the context of this collaboration.
In the event of violation of this provision, the Client will be liable to FRIMGLE for a fixed and irreducible indemnity equivalent to twelve months of gross compensation of the employee concerned, without prejudice to the right of FRIMGLE to claim full compensation for the loss suffered. It is in this regard expressly agreed between the Parties that this compensation is a penalty clause corresponding on the one hand to the costs usually invoiced by a headhunter to seek an equivalent collaborator and on the other hand to the loss of profit, to the disorganization of activity and damage to the reputation of FRIMGLE, and that the Parties therefore undertake not to question its amount in the event of a dispute.
11. END OF COLLABORATION
Without prejudice to other agreements concluded between the Parties within the framework of the Quote, each of the Parties shall have the right to terminate the collaboration agreement binding them in the following cases, without prejudice to the right of this Party to claim full compensation for the damage suffered following this termination:
after formal notice to the other Party, by registered letter, which has no effect fifteen days after its dispatch, to comply with the provisions of the collaboration established between the Parties;
in the event of default of payment after a formal notice addressed to the Client, by registered letter, which has remained without effect thirty days after its dispatch, to pay any amount due by virtue of the collaboration established between the Parties, or to respect any of the stipulations of these General Conditions or the Quote;
in the event that the other Party enters into judicial liquidation, judicial reorganization, bankruptcy or any other similar procedure or situation, and this, subject to the legal provisions in 5 force.
Furthermore, in the event of a collaboration concluded for an indefinite period, each of the Parties shall have the right to terminate this collaboration by giving three months’ notice starting on the1st day of the month following the date of notification of this notice, which must be sent to the other Party, by registered mail with acknowledgment of receipt.
12. ASSIGNMENT OF RIGHTS AND OBLIGATIONS
The rights and obligations arising from the collaboration between the Parties may not be assigned or transferred, in any form whatsoever, to a third party without the prior and express agreement of the other Party.
In the event that a Party, notwithstanding the provisions of this article, assigns to a third party, with or without the agreement of the other Party, the rights and obligations arising from the collaboration established between them, the assignor shall remain jointly liable for the compliance by this third party with the provisions applicable to this collaboration, and the possible consequences of non-compliance by this third party with the rights and obligations arising from the terms of this collaboration.
13. PROTECTION OF PRIVACY AND PROCESSING OF PERSONAL DATA
By accepting these General Conditions, the Client is fully informed that FRIMGLE will be brought, in the context of the performance of its services on behalf of the Client, to collect, process and store personal data relating to the Client (personal information, identification information, financial information, etc.) enabling him to exercise his mission for the benefit of the Client. The Client expressly consents to this collection and processing of personal information thus collected by FRIMGLE. This data may in particular be used for the following purposes, without this being considered as an exhaustive list: Responding to requests from the Client and communicating within the context of this contract,
Allow the Client to access the information made available to them online,
Allow the Client to access and modify his personal data, Communicate to the Client any information, of a general or particular nature related to the Client’s person, within the framework of the execution of this Agreement or promoting FRIMGLE activities,
FRIMGLE undertakes to take all appropriate technical and organizational measures to ensure the protection of privacy and personal data related to the data thus collected.
The Client has the right to consult and have the data concerned corrected. The Client also has the right to be forgotten, to data portability and to opposition, as well as the right to refuse to be profiled and the right to be notified of security breaches. To exercise their rights relating to their personal data, the Client may contact the person responsible for processing personal data within FRIMGLE.
Client data is kept for the entire duration of the commercial relationship between FRIMGLE and the Client, as well as for a period of two years following the end of this commercial relationship. In the event of a complaint regarding the processing of personal data by FRIMGLE, the Client can contact the Data Protection Authority: Autorité de Protection des Données – Rue de la Presse 35, 1000 Brussels Phone: +32 (0) 2 274 48 00 – Fax: +32 (0) 2 274 48 35 – E-mail: firstname.lastname@example.org URL: https://www.autoriteprotectiondonnees.be
Moreover, the General Data Protection Regulation is fully applicable to this Agreement, the Client consenting, to the largest extent possible, to the collection, processing and storage of his personal data by FRIMGLE in application of this Regulation.
14. GENERAL PROVISIONS
Any notification from a Party under this Agreement may, subject to any more restrictive provisions set out above, be made by any means capable of ensuring receipt by the other party, and in particular by registered letter with acknowledgment of receipt, to the addresses indicated in the Quote, provided that each of the Parties informs the other without delay of any change of contact details.
None of the Parties shall be held responsible for delays or impossibilities in fulfilling its contractual obligations resulting from one or more events which are beyond their control and making it impossible, or excessively difficult, to fulfill their obligations. In the event of such a case of force majeure, the Party affected by this event must notify it in writing to the other Party and undertakes to use its best efforts to provide a solution or attempt to limit the consequences of this force majeure in order to resume contractual obligations as soon as possible.
The fact that one or the other of the Parties does not exercise any of its rights under the Quote and / or the General Conditions shall not constitute a waiver on its part of its exercise, such waiver only being made by an express declaration of the Party concerned.
In the event that one or more stipulations of these General Conditions would be considered null or of no effect by a competent court, the other clauses remain fully applicable, the Parties agreeing to negotiate between them in good faith with a view to replacing the clause declared null by a valid clause as close as possible to the canceled one.
15. APPLICABLE LAW AND SETTLEMENT OF DISPUTES
These General Conditions and the Quote are governed by Belgian law.
Any litigation concerning the interpretation, the validity and / or the execution of these General Conditions and the Quote will be the exclusive competence of the Courts and Tribunals of the Brussels-Capital judicial district ruling, insofar as legally possible, in French.
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