Services General Terms and Conditions v1 dated January 1st 2020
1. Company and contact information
The present General Terms and Conditions (hereinafter the “GT&Cs”) constitute an agreement (the “agreement”) between you (also referred to as the “Client”) and MGLC SPRL, operating under the tradename "Gades", having its registered office located avenue d'Argenteuil, 53, 1410, registered under the laws of Belgium, under BCE number BE0669869924 (hereinafter referred to as “Gades” or “we”).
Clients may contact us via our online form or send us an email at firstname.lastname@example.org
2. Scope of application
2.1. The present GT&Cs are applicable to all services (hereinafter the “Services”) performed by Gades.
2.2. Alternative provisions or conditions imposed by contract parties or third parties are only considered to be legally binding on Gades if the latter has expressed its clear, unequivocal acceptance of such provisions or conditions in writing.
2.3. By ordering Services from our website, the Client accepts to be bound by the present GT&Cs.
Gades provides tailored legal consultancy Services (including but not limited to the drafting, editing, negotiation, review and analysis of agreements; and providing legal advice) and is specialized in commercial and corporate law. The Services consists of day-to-day legal support and excludes complex assignments (e.g. (non-limitative): M&A, highly regulated environment, etc.), for which Clients shall seek assistance from third party experts.
In order to perform such Services, Gades works with professionals trained and experienced in legal consultancy. Every task is performed with professionalism and expertise, in accordance with generally accepted standards and practices of the industry.
Gades is not a law firm and as such all litigations matters are out of the scope of the Services provided. The Services provided by Gades are not substitutes for the services of lawyers.
Gades reserves the right to refuse specific tasks, on reasonable grounds that will be communicated to the Client. This shall, in no way, affect Client’s obligation to pay Gades for the performed Services.
Gades offers the 3 following packs that the Client can subscribe to:
· Starter Pack:
If the Client opts for the Starter Pack, Gades will provide up to three (3) hours of Services to Client per month.
· Growth Pack:
If the Client opts for the Growth Pack, Gades will provide up to five (5) hours of Services to Client per month.
· Expansion Pack
If the Client opts for the Expansion Pack, Gades will provide up to ten (10) hours Services to Client per month.
Each Pack can be subscribed to for a term of one (1), six (6) or twelve (12) months.
The number of hours of Services the Client is entitled to per month shall be determined based on the pack(s) the Client subscribed to and on the additional hours of Services requested on top of the chosen subscriptions on a need-basis.
The hours a Client is entitled to as per selected pack are a maximum for each specific monthly period. Consequently, hours of Services that Client did not request to Gades will not be carried over to the next monthly period. For example: If Client subscribes to the Growth Pack, and only 4 hours of Services out of the 5 Client was entitled to are provided in a monthly period (instead of 5), the remaining 1 hour cannot be carried forward to be added to the next monthly period.
The Service month is calculated on successive thirty (30), thirty-one (31) or twenty-eight (28) days period (depending on the respective calendar month) as from subscription date and is, therefore, not a calendar month. Example: from 15th of a month to the 14th of the following month.
Gades offers different subscription packs to suit Client specific needs. From the different packs mentioned in article 4.1 of the present GT&Cs, Clients have the option to subscribe for a term of one (1), six (6) or twelve (12) months.
In the event that the Client wishes to pay for the whole duration of the six (6) or twelve (12) months subscription at once at the time of subscription, the price mentioned on Gades website may be subject to a discount as mentioned on that page.
All the applicable fees for the Services are as displayed on the website and are only valid at the time of subscription.
The current applicable fees will be annually and automatically indexed according to the following formula:
New fee = current applicable multiplied by 1.05
For the avoidance of doubt, the rate charged shall be the applicable rate displayed on the website on the specific day the Client purchases the Services or renews the subscription.
5.2. Cost of managing the Services
The fees cover all Services and include the management costs of the Services, secretarial costs, and administrative costs such as stamps, telephone calls, photocopies, faxes, printing, etc.). These are not invoiced separately.
Notwithstanding the previous clause, Gades shall invoice expenses separately at cost price, for example, legal and other costs (for the services of a bailiff, notary, translator, expert, etc.), if applicable and agreed by the Client.
5.3. Invoicing and Payment of fees
Invoicing is done through an automatic invoicing system. Invoices will be sent electronically to Client at the e-mail address provided by Client.
Client will pay the amounts payable to Gades within fifteen (15) days of invoice date.
Gades may start the provision of Services, at its own discretion, in the event the Client hasn’t yet paid for the Services. However, Client shall have no rights on those Services unless and until complete payment is received by Gades.
Any invoice remaining unpaid for more than fifteen (15) days from invoice date will accrue interest at a rate of one (1 %) percent per month. Moreover, Gades reserves the right to suspend the provision of its Services until all unpaid invoices are paid in full.
In the event Client does not agree with an invoice, Client shall notify Gades, in writing of such objection providing clear reason for such objection within fifteen (15) days as of invoice date. Notwithstanding the foregoing, this does not, affect Client’s obligation to fulfil payments in the meantime.
6. Performance of the contract
6.1. Gades will ensure that each agreement is performed and completed to the best of its knowledge and ability, in accordance with the generally accepted standards and practices of the industry.
6.2. To ensure proper performance of Services within the agreed timeframe, Gades expects cooperation from the Client. The Client shall provide all necessary materials and information within the required timeframe. If such materials and information are not provided in due time, Gades reserves the right to suspend the Services until the required materials or information are provided. If the cooperation between the Client and Gades becomes difficult to the extent of rendering the performance of Services difficult, Gades reserves the right to terminate the agreement unilaterally, at any time, without giving rise to any indemnity. In this case, only Services that have already been performed together with those Services that would have been invoiced had the agreement reached its initial term will be charged to the Client. In the event of prepayment, the fees shall not be reimbursed to the Client if the agreement is terminated on the basis on the present article 6.2.
6.3. In order to ensure smooth transaction, Gades uses an online electronic payment system. Gades guarantees that only trusted partners are used in this regard. The Client accepts the use of such payment system and method. Thus, Gades shall not be liable for any losses or damages incurred as a result of inattention, mistakes, omissions and/or inadequate safety measures on the Client’s part.
6.4. The Client shall inform Gades, as soon as reasonably possibly, about relevant changes made with respect to their company and contact information, including but not limited to address and billing information. Gades shall not be liable for any misinformation, delay, losses and/or damages arising from such failure to update relevant information.
7. General conditions
Gades reserves the right to subcontract Services or part of them to any third party, at its own discretion. Such subcontracting shall not be subject to the prior approval or information of the Client.
7.2.1. The sole liability of Gades for any and all claims in any manner related to the agreement, including the Services, will be the payment of direct damages, not to exceed (in the aggregate) the amount paid by Client during the six (6) months preceding the event that triggered the liability of Gades.
7.2.2. In no event will Gades be liable for any lost profits, lost savings or any other economic loss, or for any consequential, incidental, indirect, special or punitive damage, loss or expenses (including, but not limited to, business interruption, lost business, lost data or fines of any type), even if Client has been advised of or could reasonably foresee the possibility of any such damage occurring.
7.2.3. Any action by Client must be brought within one (1) year after the moment the Client should have been aware of the event triggering the cause of action but, in any case, no later than two (2) years after the provision of the incriminated part of the Services by Gades.
7.2.4. If Gades is prevented from fulfilling its obligations towards the Client, partially or wholly, due to circumstances independent of its will, it shall qualify as force majeure. In that case, Gades shall not be held liable for not fulfilling its obligations towards the Client. Gades is, in this case, entitled to suspend the agreement for the term of the situation of force majeure. If, as a result of force majeure, Gades is unable to perform the Services for a period exceeding ninety (90) days, any party is entitled to terminate the agreement with immediate effect by means of a registered letter, without this giving rise to any right to compensation to the parties.
7.3.1. All information provided by the Client before, during or after the performance of the agreement is treated as confidential. The Client shall mutually treat information provided by Gades as confidential. The obligation of confidentiality remains in effect for a period of two (2) years after the termination of the agreement.
7.3.2. In order to ensure an efficient and smooth performance of the agreement, Gades has the right to share information provided by the Client with third parties such as its subcontractors or affiliates. In this case, Gades will ensure that the third parties are bound by the same confidentiality obligations.
7.3.3. Any advice or other communication drawn up by Gades is always strictly addressed to the Client personally and is not necessarily applicable to or valid for other parties. Client is not entitled to distribute any advice or other communication without having received the prior, express permission to do so from Gades.
7.3.4. Any obligation concerning confidentiality expires if and as of the moment the information is (made) publicly available. In addition, parties are entitled to make confidential information available to the public authorities, if this is justified by a legal obligation to do so or at a competent authority’s request. In such case the other party should be informed as soon as possible.
7.4. Data Protection
7.4.1. Gades shall (i) comply with all applicable data protection laws in the processing of Client’s personal data and (ii) not process Client’s personal data other than in accordance with Gades’ Privacy Statement or on the Client’s documented instructions unless processing is required by applicable laws to which the Client is subject, in which case Gades shall to the extent permitted by applicable laws inform the Client of that legal requirement before the relevant processing of that personal data.
7.4.2. Gades shall take reasonable steps to ensure the reliability of any of its employees, agents or contractors who may have access to the Client’s personal data, ensuring in each case that access is strictly limited to those individuals who need to know/access the relevant Client’s personal data, as strictly necessary for the purposes of the Services, and to comply with applicable laws, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
7.4.3. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Gades shall in relation to the Client’s personal data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the EU General Data Protection Regulation (GDPR).
7.4.4. Gades shall never appoint nor disclose any Client’s personal data to a sub processor except with the prior written consent of Client.
7.4.5. Taking into account the nature of the processing, Gades shall assist Client by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Client's obligations, as reasonably understood by Client, to respond to requests to exercise data subject rights under the data protection laws.
7.4.6. Gades shall (i) promptly notify Client if it receives a request from a data subject under any data protection law in respect of Client’s personal data; and (ii) ensure that it does not respond to that request except on the documented instructions of Client or as required by applicable laws to which it is subject, in which case it shall to the extent permitted by applicable laws inform Client of that legal requirement before it responds to the request.
7.4.7. Gades shall notify Client without undue delay upon it becoming aware of a personal data breach affecting Client’s personal data, providing Client with sufficient information to allow Client to meet any obligations to report or inform data subjects of the personal data breach under the data protection laws. Gades shall co-operate with Client and take such reasonable commercial steps as are directed by Client to assist in the investigation, mitigation and remediation of each such personal data breach.
7.4.8. Gades shall provide reasonable assistance to Client with any data protection impact assessments, and prior consultations with supervisory authorities or other competent data privacy authorities, which Client reasonably consider to be required of Client by article 35 or 36 of the GDPR or equivalent provisions of any other data protection law, in each case solely in relation to processing of Client’s personal data by, and taking into account the nature of the processing and information available to Gades.
7.4.9. Gades shall promptly and in any event within two (2) days as from the date of cessation of any Services involving the processing of Client’s personal data, delete and procure the deletion of all copies of those Client’s personal data (the “Cessation Date”).
7.4.10. Client may in its absolute discretion by written notice to Gades within fifteen (15) days as from Cessation Date require Gades to (a) return a complete copy of all Client’s personal data to Client by secure file transfer in such format as is reasonably notified by Client to Gades; and (b) delete and procure the deletion of all other copies of Client’s personal data processed by Gades. Gades shall comply with any such written request within fifteen (15) days as from Cessation Date. Gades shall provide written certification to Client that it has fully complied with this section 7 within fifteen (15) days as of Cessation Date.
7.4.11. Gades shall make available to Client on request all information necessary to demonstrate compliance with this section, and shall allow for and contribute to audits, including inspections, by Client or an auditor mandated by Client in relation to the processing of the Client’s personal data by the Gades.
7.4.12. Gades is entitled to transfer personal data outside of European Economic Area (EEA) for the purposes of the agreement. In this case, Gades shall conclude an agreement on behalf of the Client or for Gades itself, based on the standard contractual clauses provided by the European Commission, with the entity outside of the EU to ensure sufficient safeguards on data protection for the data to be transferred outside the EEA.
The agreement will enter into effect on the day the Client subscribes to a pack of Services for the period of subscription chosen by the Client.
7.6. Intellectual Property
All materials developed and made available by Gades are covered by the protection of intellectual property rights. This includes any form of texts, notes, annotations, articles, pictures, etc. as used in its letterhead and on any communication or documents issued by Gades. These intellectual property rights belong to Gades. Clients only obtain a limited right to access, use and display such materials for their internal business needs only. Those limited assigned rights are granted to the Clients on a non-exclusive basis and may not be transferred.
All materials used for other purposes, without the consent of Gades shall be considered as unauthorized use and Client shall be liable to pay damages.
a. Termination for cause . Either party may, upon giving thirty (30) days’ written notice identifying specifically the basis for such notice, terminate the agreement for breach of a material term or condition of these GT&Cs, provided the other party will not have cured such breach within thirty (30) day period as from notification in writing (via email is agreed). If the agreement is terminated by Gades based on this clause, Client will not be entitled to reimbursement of prepaid fees nor to any indemnity and Gades will be entitled to claim damages.
b. Termination for convenience . Gades may terminate the agreement for its convenience upon thirty (30) days’ written notice to the Client. In this case, reimbursement of prepaid fees by Gades shall be on a prorated basis.
c. Termination at the end of the subscription period. The agreement shall be tacitly renewed for successive periods of the same length as the initial subscription. In the event that the Client wishes to terminate the agreement at the end of the initial subscription period or any successive renewal period, the Client shall notify Gades in writing, at least sixty (60) days before the end of such subscription period. Should Client fail to notify Gades of such termination, the agreement shall be automatically renewed, and Client shall be liable to payment for such renewed subscription.
The Client gives Gades permission to use its trademarks, such as trade name and logo, as part of promotional activities.
All provisions of the GT&Cs which are by their nature intended to survive the expiration or termination of the agreement will survive such expiration or termination.
8.2. Entire GT&Cs
These GT&Cs sets forth the entire understanding between the parties with respect to the subject matter of this agreement, and supersedes all prior GT&Cs, conditions, warranties, representations, arrangements and communications, whether oral or written.
Each party acknowledges that it is entering into this agreement solely on the basis of the GT&Cs and representations contained therein, and that it has not relied upon any representations, warranties, promises, or inducements of any kind, whether oral or written, and from any source, other than those that are expressly contained within these GT&Cs.
The agreement may only be modified or amended by the mutual written agreement of the parties.
Any purchase order issued by the Client will be for its administrative purposes only and none of its terms and conditions will be of any force or effect against Gades.
8.4. Relationship of the parties
In connection with this agreement, each party is an independent contractor and does not have any authority to bind or commit the other. Nothing in these GT&Cs will be deemed or construed to create a joint venture, partnership, fiduciary, or agency relationship between the parties for any purpose. Neither party will be deemed a joint employer of the other party’s employees. Each party will be responsible for any and all claims by its employees. Neither party’s employees will be deemed “leased” employees of the other for any purpose.
The Client is not allowed to transfer rights and obligation under the terms of the GT&Cs, without the prior consent of Gades. Gades is entitled to assign in part or in full the agreement within the Gades group without any prior approval from the Client.
If a court of competent jurisdiction finds any term or provision of these GT&Cs to be invalid, illegal or otherwise unenforceable, such term or provision will not affect the other terms or provisions of the GT&Cs. Such term or provision will be deemed modified to the extent necessary, in the court’s opinion, to render such term or provision enforceable while preserving to the fullest extent permissible, the intent and agreement of the parties set forth in these GT&Cs. Upon such modification, the rights and obligations of the parties will be construed and enforced in accordance with such modification.
9. Applicable law and litigation
These GT&Cs will be governed by and construed in accordance with the laws of Belgium and shall be subject to the exclusive jurisdiction of the Brussels Courts. No effect shall be given to any other choice of law or to any conflict-of-laws rules or provisions, that would result in the application of the laws of any country other than Belgium.