DEFINITIONS – FIELD OF APPLICATION
2 PERFECTION: Is a limited company (société anonyme) under Belgian law whose registered office is established at 1402 Nivelles, chemin de la Vieille Cour, 84, and registered with the Crossroads Bank for Enterprises under number 0436.610.064 (RPM Brabant Wallon).
CLIENT : Is a company registered with the Crossroads Bank for Enterprises or another Register of Commerce outside Belgium that, having satisfied the special conditions and accepted the present general conditions, accepts the Offer of 2 PERFECTION with a view to benefitting from the 2 PERFECTION Services in the framework of its professional activities.
GENERAL CONDITIONS: The present general conditions of services and sales of 2 PERFECTION.
SPECIAL CONDITIONS: The stipulations that are agreed between the Parties after acceptance of the Offer and that are designed to specify it and modify it if applicable.
AGREEMENT: Consists of the Offer provisions as definitively accepted by the Client, the present general conditions and the special conditions.
THE OFFER: Is an offer of Services drawn up by 2 PERFECTION at the Client’s request for the 2 PERFECTION Services, in accordance with that which is stipulated un article 1, subsequently agreed on the basis of the Offer.
EVENTS MANAGER: The person designated by 2 PERFECTION in the Services Agreement and who will be the Client’s sole interlocutor for all communication and management of services.
PARTIES : 2 PERFECTION and the CLIENT.
SERVICES: Are a set of services developed by 2 PERFECTION to create corporate events or brand activation actions that enable the client to develop its activities and/or visibility.
GENERAL PROVISIONS
Notwithstanding any special conditions agreed and laid down in a separate written agreement, each Offer, Agreement and invoice between the Parties shall be subject to the provisions of these General Conditions.
The Client has been notified in advance of these General Conditions and accepts them in signing the Offer. The Client’s general conditions do not apply to this Agreement.
ARTICLE 1 – OFFER
Failing written stipulation to the contrary, the Offers made by 2 PERFECTION are always without obligation and include a period of validity.
The Offers made by 2 PERFECTION must be discussed and accepted by the Client within their period of validity of 30 days.
All Offers must include, in addition to the description of 2 PERFECTION’s basic services and an initial estimated budget, the means of payment, the provisional date of the envisaged event and, if 2 PERFECTION considers it necessary, an in-depth technical visit with the Client.
The prices practiced by 2 PERFECTION are calculated on the basis of a set of previously agreed elements, and in particular a fixed daily charge or hourly rate, specific remuneration for certain services and costs, in particular travel (per km), food and drink, equipment hire, the making available of uniforms, etc.
ARTICLE 2 – ACCEPTANCE OF THE OFFER – AGREEMENT
2.1. The acceptance of the Offer must reach 2 PERFECTION within the period of validity and in writing, signed and dated in agreement, the date of reception of the accepted Offer being authoritative. The requirement for “in writing” covers both ordinary and/or registered post and email. The Parties agree that this notion of “in writing” respects that which is laid down in articles 8.18 of book 5 of the Civil Code.
Any Offer thus accepted by the Client implies the Client’s familiarity with the General Conditions and the Client’s unreserved acceptance of them.
2.2. After acceptance of the Offer the Parties negotiate the Special Conditions of the Agreement that must be the subject of a written agreement prior to the event that is the object of the Services.
2.3. As a general rule and failing written agreement to the contrary, if there is any contradiction between the documents that constitute the Agreement, the Special Conditions take precedence over the provisions of the Offer that in turn take precedence over the General Conditions.
Failing written agreement to the contrary, the obligations of 2 PERFECTION are obligations of means.
ARTICLE 3 – PRICE – BUDGET
3.1. The estimated budget mentioned in the Offer is given for information purposes and only the Special Conditions determine the final prices.
The prices included in the Offer, or added during execution, are excluding V.A.T. (21%).
This initial budget set out in the Offer nevertheless serves as a basis for calculating the payments on account referred to in article 5 hereunder. The final budget is drawn up the day after the event by deducting the amounts already paid on account from the real cost of the Services.
3.2. Following acceptance of the Offer, in the event of any unforeseen/unexpected increase in the price for the event as a whole or one of its components by a supplier and with a maximum limit of 15%, 2 PERFECTION can pass on this increase to the Client that accepts such an increase.
If the increase is more than 15%, the Parties undertake to renegotiate the budget items that are the subject of this increase.
ARTICLE 4 – INDEX
All the hourly and fixed rates applied by 2 PERFECTION shall be automatically index linked, with no prior agreement or notification required, on the date provided for by the intersectoral agreements.
The index applied shall be that of Joint Commission 200– Auxiliary Joint Commission for Employees.
This clause also applies to any change in the wages scale, whether temporary or permanent, that may be applied to 2 PERFECTION staff by virtue of the regulations of Joint Committee 200.
ARTICLE 5 – PAYMENT – SUSPENSION
5.1. Failing agreement to the contrary in the Special Conditions, the services of 2 PERFECTION shall be payable and invoiced as follows:
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A payment on account of 40% of the initial estimated budget contained in the Offer is payable on the day the Offer is accepted;
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A second payment on account of 40% of the latest negotiated budget contained in the Offer is payable no later than 60 days prior to the event date;
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The balance is calculated on the basis of the final budget and is payable the day after the event date.
5.2. All invoices are payable immediately and in full.
All invoices drawn up by 2 PERFECTION are definitively and unreservedly accepted if not subject to a duly substantiated challenge by registered letter or email sent within 8 days of the date on which the invoice was drawn up.
5.3. Notwithstanding the provisions of article 7, failure to pay invoices in full by the due date shall give rise to interest charged automatically and without prior notification at the rate of 1% a month, any month commenced being counted as a full month.
Furthermore, a fixed compensation of 10% of amounts unpaid on an invoice with a minimum of € 200 shall be payable automatically and without prior notification by way of penalty.
5.4. In addition, 2 PERFECTION employees are not authorised to receive payments or payments on account or to issue receipts. Consequently, any payments made to them shall be regarded as null and void.
ARTICLE 6 – CANCELLATION BY THE CLIENT
Any complaint on the part of the Client concerning execution of the services must be addressed by email directly and exclusively by the Client to 2 PERFECTION setting out full details and this no later than 24 hours after the occurrence of the facts in question. The Client must notify 2 PERFECTION by email of any cancellation, the date of reception serving as proof.
If the Client cancels the Agreement the Client shall be liable to pay compensation equivalent to:
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The payment on account of 40% as paid if the cancellation is notified at least 60 days prior to the date of the event;
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The two payments on account of 40% as paid if the cancellation is notified between the 60th day and 30th day preceding the event date;
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The price in full if the cancellation is notified within 30 days prior to the event date.
ARTICLE 7 – SUSPENSION – CANCELLATION BY 2 PERFECTION – UNFORESEEN EVENT
7.1. 2 PERFECTION can suspend negotiations on the Special Conditions in the event of non-payment if the Client does not rectify the situation in full within 8 days of a reminder in writing.
7.2. Notwithstanding article 7.1., if an invoice remains unpaid 30 days prior to the event date, 2 PERFECTION reserves the right to cancel the Agreement with immediate effect if the Client has failed to respond to at least one formal demand letter, the amounts unpaid by the Client remaining acquired by 2 PERFECTION by way of compensation, all of which notwithstanding its right to demand compensation in full for damage incurred.
7.3. 2 PERFECTION reserves the right to cancel all or part of the event and/or agreed Services in the case of force majeure that is defined in these general conditions as an exceptional situation, independent of 2 PERFECTION’s will and that renders impossible execution of the Services Agreement, notably but not exclusively for reasons of safety, strike, lockdown, unfavourable weather conditions, technical problems, accident, damage to equipment, etc.
In the case of such a cancellation, 2 PERFECTION shall seek to propose an appropriate alternative solution, with similar conditions, on a date to be agreed between the Parties. If the Client rejects this alternative solution or in the event of cancellation as referred to in article 7.2., 2 PERFECTION shall be released from all its commitments to the Client, without compensation payable to the Client and 2 PERFECTION retaining payments made by way of compensation.
7.4. If one or more circumstances, other than a price increase in excess of 15% as referred to in article 3, should make the execution of all or some of the obligations much more costly than foreseen in the Agreement, the Parties undertake to renegotiate the Special Conditions.
ARTICLE 8 – INSURANCE – LIABILITY
2 PERFECTION is responsible for coordinating and planning the event/action and the staff present for this purpose as chosen by 2 PERFECTION. 2 PERFECTION insures only its own staff present at the event/action by taking out civil responsibility insurance cover for them.
All suppliers or subcontractors shall take out civil responsibility insurance to cover any damage incurred by third parties or their own employees.
2 PERFECTION, its employees and subcontractors may not in any way be held responsible in the following situations:
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Theft, loss or damage concerning the property of participants who remain responsible for their own property;
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Physical or material damage caused to participants by third parties;
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Failure to respect the safety regulations and instructions given by 2 PERFECTION or its subcontractors;
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Accident and damage relating to motor vehicles or on the occasion of activities on water.
Participants and employees supplied or imposed by the Client are the Client’s responsibility, the Client undertaking to provide them with civil liability insurance cover.
All equipment entrusted to 2 PERFECTION by the Client is entrusted at the Client’s own cost, risks and peril. 2 PERFECTION assumes no responsibility whatsoever in the event of loss, theft or damage that may affect the equipment, goods and persons as a result of the company or its agents possessing or using this equipment.
However, if the Client should fail in its contractual obligations or become insolvent, 2 PERFECTION reserves the right to seize this equipment with a view to compensation for the non-payment of realisation costs owing.
ARTICLE 9 – RELATIONS WITH STAFF & SUPPLIERS
Failing an express request in writing from the Client, 2 PERFECTION alone chooses the staff who will be responsible for carrying out the Services and these members of staff shall work according to the exclusive instructions of 2 PERFECTION, the Client refraining from giving any instructions. These staff shall be subject to the specific safety regulations applicable at the place where the services ordered are carried out.
Also, in the event of one of its collaborators and/or subcontractors becoming unavailable prior to the event, 2 PERFECTION is authorised by the Client to act alone, without obligatory prior consent on the part of the Client, as a matter of urgency to find an alternative solution that would produce as far as possible the same effects. Such an unavailability could, by way of example, be the bankruptcy of a subcontractor.
In these situations no compensation is due to the Client.
ARTICLE 10 – PHOTOS & VIDEOS
The Client authorises 2 PERFECTION to take still and moving images (photos and videos) and to use and reproduce these images for promotional purposes in favour of 2 PERFECTION, notably through electronic platforms and social networks.
This authorisation includes the possibility for 2 PERFECTION to make any changes, modifications or deletions to the initial fixing of the image that it may deem useful.
Failing instructions to the contrary by the Client in the Agreement, 2 PERFECTION can use, publish, reproduce, adapt or change the said image material, alone or in combination with other material, using all means, methods or techniques, present and future, on all material or immaterial supports, in all known or unknown formats and using all means inherent to this kind of communication, the internet (including the Intranet, Extranet, Blogs, social networks), all means of reception (smart phones, tablets, etc.), press media (cinema and TV advertising spots), internal communication supports, promotional supports (advertising at point of sale, information at point of sale, poster campaigns at all sites, of all sizes and on all supports (urban, airport, stations, public transport, etc.), supports designed for sale (merchandising products: postcards, posters, T shirt, etc.) and has the right to include the image material in another work /multimedia product.
ARTICLE 11 – VARIOUS PROVISIONS
11.1. The Agreement represents the full agreement concluded between the Parties in relation to the object in question.
The Agreement replaces and cancels any agreement, both oral and in writing, having the same object and takes precedence over any general conditions of the Client, the latter consequently accepting not to invoke them, even if they are communicated to 2 PERFECTION.
11.2. If one or more clauses of the Agreement should be declared null and void or inapplicable, this invalidity or inapplicability cannot affect the validity or applicability of the other clauses or of the Agreement.
In such a case, the Parties undertake to immediately negotiate a new clause that makes it possible, insofar as that is possible, to arrive at the same effects, notably economic effects, as initially sought by the Parties.
11.3. The fact of 2 PERFECTION omitting, at a given moment, to demand the strict application of the provisions governing the contractual relations with the Client cannot be regarded as waiving the rights it has acquired and shall not prevent 2 PERFECTION from demanding that the said provisions should be strictly respected.
11.4. The Client undertakes, within 5 working days of the end of the Agreement, for whatsoever reason, to return to 2 PERFECTION all the elements, supports, documents and accessories that it may have received temporarily from 2 PERFECTION in connection with the execution of the Agreement.
11.5. Before negotiating the Special Conditions the Client shall regard as confidential all information and ideas communicated by 2 PERFECTION in its Offer; failing this, 2 PERFECTION shall be entitled to demand a fixed compensation equivalent to 15% of the initial budget contained in the Offer.
11.6. The Client cannot, without previous agreement in writing from 2 PERFECTION, transfer all or part of the Agreement, its rights or obligations. 2 PERFECTION may, after simply informing the Client of the fact, transfer all or part of the Agreement, its rights or obligations.
11.7. 2 PERFECTION may have cause in certain circumstances to change certain provisions laid down in these general conditions. These changes shall be the subject of a communication addressed to the Client who, failing a response in writing within 10 days of this notification, shall be presumed to have accepted them.
11.8. To be valid in the framework of the Agreement, any communication in the framework of the Agreement must be between the Event Manager of 2 PERFECTION and the person designated to this effect by the Client.
ARTICLE 12 – CONFIDENTIALITY
12.1. Subject to statutory exceptions, the Parties undertake, both during and after the end of the Agreement and for whatsoever reason, to treat as strictly confidential all information, of whatsoever nature, concerning their respective activities that they may have obtained at the time of concluding the Agreement or its execution, notably but not exhaustively technical, commercial, financial and other information. To this effect, the Parties shall take all the required measures to ensure that this information remains of a confidential nature.
12.2. In accordance with the applicable laws in the field of personal data protection, the Parties shall respect their obligations.
2 PERFECTION confirms and the Client acknowledges and guarantees that its clients and/or staff give their permission for this personal data to be able to be processed for the purposes of customer management, invoicing and the execution of any other contractual obligation of 2 PERFECTION in the framework of the services Agreement and/or these general conditions. The personal data provided by the Client can also be processed by 2 PERFECTION for information or promotional campaigns. At any time the Client can request, at no cost, access to its data or correction of these data. If the Client does not want to receive commercial information or if it wants to put an end to the processing of its personal data for the purposes of information or promotional campaign or for other direct marketing purposes it must notify 2 PERFECTION accordingly.
ARTICLE 14 – GDPR
2 PERFECTION shall limit access to the personal data of participants to staff strictly necessary for the execution, management and follow-up of the Agreement. It will not use them in any way for internal or external marketing purposes or for profiling. These data can only be transferred to the parties to the Agreement and their employees.
Each participant reserves the right to request access to and to correct their personal data. 2 PERFECTION also undertakes to adopt safety measures of a technical and organisational nature that are appropriate regarding the risks inherent to the processing and to the nature of the personal data concerned. 2 PERFECTION also undertakes to prevent storage supports from being read, copied, modified or moved without authorisation and to keep a record of personal data that have been communicated, as from the time they are communicated, and of their recipient.
ARTICLE 15 – APPLICABLE LAW, MEDIATION & COMPETENT JURISDICTIONS
The Agreement and its consequences are governed exclusively by Belgian law.
All disputes concerning the existence, validity, execution, termination or interpretation of the Agreement, including disputes concerning non-contractual obligations, shall be subject to the exclusive competence of the courts of the judicial district of the 2 PERFECTION registered office. Judicial proceedings shall be conducted in French.
Nevertheless, the Client and 2 PERFECTION agree to first submit any dispute thus defined to an agreed Mediator chosen by mutual agreement or by the most diligent party and to participate in a mediation session.