TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS – SERVICES

 

1. General provisions

 

These general terms and conditions define, without prejudice to the application of any specific conditions, the respective obligations of SSEN SRL and its client (or contracting party) in relation to all services performed by SSEN SRL, whose registered office is located at Avenue de Tervuren 313, 1150 Brussels, and which is registered with the Crossroads Bank for Enterprises under company number 0650.690.450.

 

SSEN SRL’s services are exclusively intended for professional clients, hereinafter referred to as the “Client”, to the exclusion of consumer clients, defined as any natural person acting for purposes that do not fall within the scope of their commercial, industrial, artisanal or liberal activity (Article I.1, 2° of the Belgian Code of Economic Law). A “professional” is any person not meeting the above definition of a consumer.

 

By accepting a quotation, contract or by any commencement of services, the Client expressly acknowledges having received a copy of these general terms and conditions, having read and understood them, and having accepted them without reservation.

 

All provisions not expressly derogated from shall remain applicable. Only deviations expressly agreed upon in writing may modify the application of these general terms and conditions. In the event of any conflict between the Client’s general terms and those of SSEN SRL, the latter shall prevail.

 

2. Validity of offers and commitment

 

Any service entrusted by the Client to SSEN SRL shall be subject to a free cost estimate prepared by SSEN SRL. Unless otherwise expressly stated in writing, offers remain valid for a period of 30 days from their date of issue.

 

Where the Client requests an offer by electronic means, the Client undertakes to provide a valid and up-to-date email address. These general terms and conditions shall be deemed accepted eight (8) days after being sent or communicated, unless expressly contested by the Client.

 

Clients wishing to engage SSEN SRL’s services are invited to return the dated and signed document, bearing the mention “approved for agreement”, together with the initialled general terms and conditions, to the following email address: info@ssen.be.

 
The signing of a contract or equivalent contractual document, or acceptance in any form whatsoever (email, verbal commitment, etc.) of an offer, constitutes a firm and definitive commitment by the Client. Failing receipt of a duly signed quotation, SSEN SRL reserves the right to suspend the commencement of its services. After expiry of the validity period, the offer shall be deemed null and void.

 

The services include exclusively those described in the offer document or any related contract and, where applicable, any amendments or addenda expressly agreed in writing by the parties at a later date. Any changes requested by the Client shall only be valid if accepted and confirmed in writing by SSEN SRL.

 

The Client is informed that the performance of the agreed services may be subject to the prior payment of a down payment, as specified in the offer document. The down payment shall generally amount to at least 25% of the total service fee. In the absence of payment thereof, SSEN SRL reserves the right to suspend execution of the services until full payment of the agreed down payment. The down payment shall in all cases remain non-refundable, without prejudice to SSEN SRL’s right to claim full compensation for any damage suffered in the event of cancellation.

 

3. Duration

 

Agreements concluded between SSEN SRL and its Clients may concern either recurring services (successive services), a clearly defined service, or a service for a fixed duration (as specified in the offer or order document).

 

Where the agreement relates to a clearly defined service or a fixed duration, it shall terminate once the service has been completed or upon expiry of the agreed term. The Client may nevertheless terminate the agreement early, subject to payment for services already performed and a lump-sum indemnity equal to 25% of the remaining amount due, as compensation for loss of profit (Article 1794 of the Belgian Civil Code).

 

Where the agreement is concluded for an indefinite duration (recurring services), or where no duration is contractually specified, either party may terminate the agreement subject to one month’s notice, sent by registered letter. The notice period shall commence on the first day of the month following receipt of the registered letter, which shall be deemed received within three working days of dispatch. During the notice period, these general terms and any specific agreements shall remain fully applicable.

 

The agreement shall automatically be terminated, without prior formal notice, by SSEN SRL in the following cases, without prejudice to its right to claim damages:

1. Bankruptcy of the Client;

2. Circumstances jeopardising SSEN SRL’s professional independence;

3. Serious breach by the Client of its contractual obligations.

The Client shall be informed in writing of the reasons justifying termination.

 

Upon termination of the agreement, each party shall return to the other (or its representative) all documents belonging to the latter.

 

Except where the Client is at fault, the Client may terminate the agreement without indemnity or notice where SSEN SRL remains in default of its obligations, provided that the Client has first sent a formal notice granting SSEN SRL a reasonable period to remedy the default.

 

4. Deadlines and place of performance

 

Execution deadlines are indicative only and expressed in working days. Exceeding such deadlines shall not justify contract cancellation unless expressly stated as binding.

 

In cases of force majeure (including but not limited to strikes, lock-outs, weather events, fires, floods, wars, IT failures, supplier delays, labour shortages, illness, health crises, etc.) or unforeseen circumstances, execution deadlines shall be suspended until such circumstances cease. An unforeseen circumstance is any reasonably unforeseeable event at the time of the offer that renders performance more difficult or more costly beyond normal expectations. Where such circumstances persist, either party may request contract revision or termination.

 

SSEN SRL may suspend or defer performance of its services if the Client fails to perform its obligations, until the situation is remedied. The Client shall be notified by email.

 

Unless otherwise agreed in writing, services shall be performed from SSEN SRL’s offices. Where services are performed elsewhere, the Client shall provide the necessary premises and equipment at its own expense.

 

5. Obligations of the parties

 

SSEN SRL and the Client shall act loyally and in good faith, safeguarding their respective interests.

 

SSEN SRL’s obligations are obligations of means within the meaning of Article 5.72 of the Belgian Civil Code. SSEN SRL performs its services independently and in accordance with applicable professional standards and legislation. SSEN SRL shall not be liable, directly or indirectly, for any fault, including gross negligence, except in cases of fraud or intentional misconduct.

 

Unless otherwise agreed, SSEN SRL is not required to verify the accuracy or completeness of information provided by the Client. The Client guarantees SSEN SRL against any claims in this respect.

 

The Client undertakes to provide all necessary information and documents in due time and to promptly inform SSEN SRL of any circumstance affecting service performance.

 

Any dissatisfaction with the services must be communicated without delay; failing this, the services shall be deemed accepted.

 

Both parties are bound by confidentiality obligations regarding all information exchanged, both during and after the performance of the services.

 

6. Intellectual property

 

SSEN SRL retains all intellectual property rights relating to all intellectual services performed, even where such services are rendered under contract.

All materials, drafts, designs and documents remain SSEN SRL’s exclusive intellectual property and may not be reproduced, modified or exploited without prior written consent.

 

Unless otherwise agreed in writing, the Client is granted only a non-transferable internal licence of use.

 

These provisions remain applicable in the event of early termination, for any reason.

 

7. Hardship (Imprévision)

 

Pursuant to Article 5.74 of the Belgian Civil Code, where a party requests renegotiation due to a change in circumstances, the negotiation period shall be limited to eight (8) calendar days from notification.

 

8. Price and payment terms

 

Fees are determined on a lump-sum basis in accordance with the offer, quotation or contract. Prices may be adjusted to reflect VAT changes.

 

Prices assume uninterrupted work and timely provision of all required elements by the Client. Any additional work or modifications shall be subject to written agreement and additional invoicing.

 

Fees are subject to automatic indexation based on the Belgian health index, without prior notice and without granting the Client any termination right.

 

Invoices are payable within 30 calendar days of issue, unless otherwise agreed in writing.

 

Late payment shall automatically give rise to statutory interest increased by two percentage points, a lump-sum penalty of 15% (minimum €50 per invoice), and recovery costs.

 

Any complaint must be sent by registered letter within 8 days of invoice receipt.

 

SSEN SRL retains a right of retention over all documents and creations until full payment.

 

9. Amendments

 

Any amendment to the agreed services must be documented in a written addendum signed by all parties.

 

SSEN SRL reserves the right to amend these general terms. Amended terms shall apply unless contested within 10 days.

 

10. Personal data protection

 

Personal data processed in connection with the contract is strictly confidential and used solely for accounting and contract management purposes.

 

Data processed includes: name, email address, phone number, company name and function. Data is retained for two years, after which non-legal data is deleted.

 

Clients have all rights provided under GDPR (EU 2016/679). Complaints may be lodged with the Belgian Data Protection Authority.

 

11. Non-assignability

 

Contracts, rights and obligations may not be assigned without prior written consent of the other party.

 

12. Severability

 

The invalidity of any clause shall not affect the validity of the remaining provisions.

 

13. Disputes

 

Except for debt recovery, parties shall first seek mediation or conciliation. Failing agreement, the courts of the registered office of SSEN SRL shall have exclusive jurisdiction.

 

Belgian law shall apply. Electronic means of evidence are accepted.