General terms and conditions of sale
1. Applicability
1.1 These general terms and conditions of sale ("GTC") apply to any sale of One-Off Services to the Customer by the Service Provider - Direct Social Communications bv (hereinafter "DSC"), located at Rue Victor Rauter 33, 1070 Brussels with company number 0427.917.874.
1.2 The "Customer" is the organisation that issues an order to DSC.
1.3 The "Offer" is the agreement (quotations, order confirmations and (follow-up) orders) between the parties setting out the Service(s) and the terms of service for which the Customer engages DSC.
1.4 All Offers, to perform and/or provide Services by DSC, are subject to these general terms and conditions. Any purchase or other conditions of the Customer are expressly rejected.
1.5 Deviations from these general terms and conditions are only valid if expressly agreed in writing.
2. The Services
The Services provided by DSC are described in the Offer provided to the Customer.
3. Confirmation of the Offer
3.1 Any Offer made by DSC is without obligation, whether in respect of price, delivery time or otherwise. The prices quoted by DSC are exclusive of VAT. Offers are valid for 4 weeks unless otherwise stated. The Customer shall confirm the Offer in writing or by signature.
3.2 Following confirmation of the Offer between the Customer and DSC, the Customer remains liable for the amount and/or fees of the Services (partially) performed that are owed to DSC - regardless of whether the Customer revokes and/or cancels its order during or after performance.
4. Implementation of the Offer
4.1 DSC will conduct the Offer in a professional and appropriate manner.
4.2 If and to the extent DSC deems it necessary for the execution of the Offer, DSC has the right to have activities performed by third parties and/or subcontractors on behalf of the Customer.
4.3 If DSC cannot complete the Services within the agreed period due to circumstances attributable to the Customer that affect the Services to be performed, DSC shall always have the right to extend the Services without any obligation to pay any compensation or price moderation.
4.4 The Offer specifies the agreed Services. If DSC has to perform additional Services, the price will be adjusted accordingly. The Customer will be informed of this in advance.
5. Responsibility of the Service Provider
5.1 DSC may be liable to the Customer for damages if (part of) the Service is not performed correctly.
5.2 DSC cannot be held liable by the Customer for any indirect or consequential damages (including, but not limited to, lost profits and/or turnover, missed opportunities and savings, loss of (potential) customers and/or donors, damages due to business interruption).
5.3 If an error occurs due to the actions of a subcontractor or third party, DSC will make every effort to rectify the error and/or find a solution acceptable to the Customer.
5.4 DSC shall in any event be limited to the cost of the Service or part of the Service performed in error.
6. Responsibility of the Customer
6.1 The Customer shall provide DSC with all information that DSC reasonably requires to fulfil its obligations as described in the Offer. If the Customer fails to provide the necessary information in a timely or complete manner, consequential damages will be borne by the Customer.
6.2 The Customer shall indemnify DSC against all third-party claims, including legal costs, relating to the work carried out for the Customer.
7. Prices
7.1 If in the Offer, a "fixed" price is included, it shall apply as the agreed price for the agreed Services. If the Offer does not include a "fixed" price, the amount payable by the Customer shall be determined by subsequent calculation based on DSC's current rates.
7.2 Unless no 'fixed' price or otherwise agreed, the rates to be invoiced are indexed annually on 1 January based on the health index of December of the previous year.
8. Billing
8.1 All invoices are payable in cash and in full.
8.2 DSC always has the right to separately invoice the part of the Services already performed. If the Customer fails to pay the interim invoices on time, DSC is entitled to cease or terminate the activities under the Offer.
8.3 Deferred interest: any invoice remaining unpaid 30 days after the invoice date shall automatically and without notice of default entitle the customer to statutory interest per month of delay.
9. Processing of personal data
9.1 For the implementation of the Offering, the Customer, as Controller, engages DSC as Processor. The conditions under which DSC processes personal data of (potential) donors and/or Customers on behalf of the Customer are laid down in a Processor Agreement concluded between the parties.
9.2 As external addresses[1] are used for a fundraising campaign, they may only be used once, i.e. for the processing of that specific campaign. Donor data may only be processed after this period if that person has made a donation to the Client.
9.3 Lists or extracts of rented addresses received by a Customer should be deleted after a maximum of 4 months. This also applies to subcontractors with whom a Customer works.
9.4 In all communications to potential donors, DSC includes a confidentiality clause allowing those contacted to object to the processing of their personal data.
9.5 DSC takes all appropriate technical and organisational measures to secure personal data processed on behalf of the Customer against unauthorised or unlawful processing and against loss, destruction or damage.
9.6 DSC and the Customer will take the necessary measures to ensure that any natural person acting under the authority of DSC or the Customer who has access to the personal data will process it only on behalf of the Customer, except where required by Union or Member State law.
[1] "External addresses" are addresses rented on behalf of the Client on a one-off basis for a specific campaign to recruit potential donors.
10. Confidentiality
10.1 DSC undertakes to keep confidential all information it receives on the occasion of or during the execution of the Offer about the Customer, its human resources, its staff, its (potential) donors, its customers, its suppliers and its projects (hereinafter referred to as "Confidential Information").
10.2 Under no circumstances may DSC disclose the Confidential Information to subcontractors or third parties without Customer's prior written consent, except for information that is useful and necessary for the proper performance of the Offer and information that must be disclosed for legal, accounting or regulatory reasons.
10.3 The obligation of confidentiality does not apply to information that:
- is in the public domain;
- lawfully and without contravening the terms of the Offer is or becomes public;
- was already known to the receiving party, unless this information was provided in confidence;
- was lawfully obtained by the receiving party from a third party without an obligation of confidentiality.
11. Intellectual property
All intellectual property rights arising in connection with the performance of the Offer belong to DSC. Intellectual property rights include rights to the concept, means of communication, domain names, copyright and know-how. This provision obviously does not affect the intellectual property rights that belong to the Customer or were made available to DSC in the context of the Offer, such as those relating to the texts and illustrations. These are used exclusively in the context of the Services described in the Offer.
12. Varia
12.1 TERMINATION - If either party ceases its activities, is declared insolvent, files for bankruptcy, is declared insolvent or is put into liquidation, the other party may immediately terminate the Services described in the Offer, without any compensation being due as a result of such termination.
12.2 FORCE MAJEURE - A party shall not be liable for the non-performance of its obligations under the Offer if such non-performance is due to causes beyond its reasonable control, such as fire, epidemics, pandemics, floods, strikes, social tensions or other disruptions to economic life, unavoidable accidents, embargoes, blockades, legal restrictions, revolution, hacking, measures taken by government agencies or unavailability of transport.
12.3 DISPUTES - APPLICABLE LAW. The Offering is governed by Belgian law. All disputes arising from the execution or termination of the Offering shall fall within the exclusive jurisdiction of the courts of the judicial district of Brussels.