- Scope.
All activities and contractual relationships of BE AGILE SRL, hereinafter referred to as BE AGILE, are governed by the general terms and conditions described below. The contractual framework between BE AGILE and its customers is determined by these general terms and conditions, any contract and the related offers. Derogation from the rules laid down in this document is only possible by the written constitution of a contract or an offer accepted without reservation or countersigned by BE AGILE. For all matters that are not covered by the contract and/or offers, these general terms and conditions continue to apply.
If the customer also has general terms and conditions, these general terms and conditions must take precedence.
- Contractual relationship
BE AGILE SRL is a company incorporated under Belgian law with its registered office at 14 rue de Tourinnes in 1360 Orbais, its VAT number is 478.488.924.
EASIANCE is a brand of BE AGILE
- Confidentiality.
Each party shall take all necessary precautions to ensure that the data provided by the other party as part of the binding contract is not disclosed to unauthorised third parties.
Each party undertakes not to disclose the confidential information of the other. This confidentiality extends in particular to the work procedures put in place by the company, the staff, the “know-how” and the software used. This confidentiality does not apply to data of a public nature or that has already been published by the parties.
- Supply.
An offer issued by BE AGILE has an acceptance period of 30 calendar days. After this 30-day period, these offers are no longer valid and you will have to ask BE AGILE to issue a new offer.
The offers sent do not automatically bind BE AGILE, the client’s acceptance must be delivered to BE AGILE without change and without reservation. If a reservation is made, or if a change is requested by the client, regarding an offer sent by BE AGILE, it will only be binding on BE AGILE once it has been countersigned and returned to the client.
Unless otherwise agreed, contracts concluded with BE AGILE are for an indefinite period.
- Exclusivity.
It is forbidden for the client to use another company to carry out the obligations that have been entrusted to BE AGILE, and this, for the duration of the contract.
Similarly, the client may not, under any circumstances, propose or agree to work directly, i.e. without the intermediary of BE AGILE, with the person(s) who are sent by BE AGILE in the accomplishment of the missions entrusted to him. If the customer contravenes this provision, BE AGILE will be entitled to claim compensation equivalent to the invoice for the first six months of services related to this contract. This prohibition remains in effect for the duration of the missions entrusted to BE AGILE and extends until one year after the agreed date for the end of these missions.
- Payment and Additional Fees.
All prices agreed with BE AGILE are exclusive of VAT.
If BE AGILE is asked to carry out missions that were not covered by the contract or the offers binding the two parties, an amendment explaining the scope of the mission or additional missions and the corresponding price must be drafted and signed by both parties.
Unless otherwise agreed, before the start of an assignment, a deposit of 30% of the price agreed between the parties must be paid into the account communicated by BE AGILE. BE AGILE reserves the right to postpone the start of its services until the full payment of this deposit.
BE AGILE reserves the right to adjust the prices agreed in a contract if a change in an agreement (collective, company, sectoral or national) or legislation impacts BE AGILE’s wages and/or employer contributions.
Invoices are payable no later than 30 calendar days after receipt. After this 30-day period, interest will automatically accrue at the rate of 6% per annum without any additional formalities being required.
- Indexing
The indexation of the prices agreed with BE AGILE will be done automatically without any additional formalities being required. Tariffs and fees are indexed (consumer price index published by the Belgian Federal Planning Bureau) annually on the anniversary date of the contract.
- Failure to Pay
BE AGILE reserves the right to refuse to fulfill its commitments to a customer who has not paid, in whole or in part, an invoice or with whom a dispute over an invoice is pending, without compensation.
BE AGILE also reserves the right to terminate the contractual relationship with a client if the latter experiences recurring late payments, without compensation.
In the event of bankruptcy, death, known incapacity or liquidation, the contract may be terminated by operation of law by BE AGILE, without the possibility of compensation for the client.
In the cases described above, as well as in the case of the client who has not paid the deposit as described in point 6 of these conditions, the client will not be able to rely on the non-performance of BE AGILE’s obligations to claim any compensation.
- Subcontracting
BE AGILE reserves the right to call on a subcontractor to carry out its commitments to the client. However, BE AGILE undertakes to ensure that the third party in question complies with all the obligations to which BE AGILE undertakes through its relationship with the client. If BE AGILE deems it necessary to use a subcontractor, the client will be notified by email and will have 7 working days to express his disagreement. In the absence of a response expressing the client’s disagreement within the 7-day period, it will be considered that the client agrees to the subcontractor’s intervention and it may take place.
- Change in Mission
When there is a change in the missions entrusted to BE AGILE, or, when the workload of the missions entrusted to it becomes greater than what could have been reasonably agreed upon when the contract was concluded, BE AGILE reserves the right to refuse the change, and if necessary, to terminate the contract. The customer will not be able to claim any compensation from BE AGILE.
As for an offer sent by BE AGILE following a change requested by the client, it will only be binding on BE AGILE once it has been countersigned and returned to the client.
If a customer wishes to renew a fixed-term contract with BE AGILE, he must notify BE AGILE two months before the end of the contract. If the duration of the contract is more than one year or has an indefinite duration, BE AGILE must be notified six months before the end of the initial contract. BE AGILE reserves the right not to renew a contract, without reason and without any compensation being claimed.
- Complaints
When a serious breach that may affect the cooperation of the parties is noted by one of the parties, the latter will report it in detail to the other party within 3 weeks of the finding of the breach. This may be done by mail to the registered office of the party concerned or by email.
A meeting will be proposed by the party concerned within 10 working days of receipt of the written notice of the breach to discuss the breach and, if so, how to remedy it. The client will not be able to rely in the future on a breach that he has not reported in the manner described above.
- Termination
If the contract is for an indefinite period, either party may terminate the contract with six months’ notice.
If the client wishes to terminate the fixed-term contract between him and BE AGILE before the end date provided for in the contract, he will be required to pay an indemnity equivalent to the amount of the first 6 months of invoicing sent to him by BE AGILE. If no invoice has yet been sent, the amount is twice the amount of the deposit as described in point 6 of these terms and conditions.
Termination is made by sending a written notice, unambiguously expressing the intention to terminate the contract, by registered mail to BE AGILE’s registered office.
- Liability
In general, BE AGILE is committed to an obligation of means. BE AGILE is therefore committed to mobilizing all the means at its disposal to carry out its missions.
If a contract has been concluded, however, it may be expressly agreed that one or more missions, to be specified, commit BE AGILE to obligations of result. This will have to be clarified with the creation of a “service-level agreement”.
The advice provided by BE AGILE is based on the data provided to it. BE AGILE shall not be liable for any damage caused by advice that has been given on the basis of outdated, erroneous or incomplete data. Under no circumstances does BE AGILE have decision-making power and always only express an opinion. The decision-making power always belongs to the client, so BE AGILE can never be held responsible for the harmful consequences of a decision.
BE AGILE cannot be held responsible for the non-performance of its obligations if it results from the deficiency of the client’s computer system, communication or collaboration. It is understood by a deficiency of the computer system, a system that does not allow access to or processing of the data contained therein, or that contains erroneous or out-of-date data.
- Customer’s Obligation
The client undertakes to provide BE AGILE with a working environment suitable for the exercise of its missions.
- Force Majeure
In the event of total or partial non-performance of an obligation resulting from a case of force majeure, BE AGILE cannot be held liable for any damages. In the event of force majeure, it is understood, in a non-exhaustive manner, a war, a strike, a natural disaster or any other event beyond the control of BE AGILE preventing the fulfilment by the latter of the obligations incumbent on it.
- Ownership and Copyrights
Unless otherwise agreed, the client is and will always remain the owner of the data that is transmitted to and by BE AGILE during the missions entrusted to it. BE AGILE takes all necessary precautions to protect the integrity and confidentiality of this data, however BE AGILE cannot be held liable in the event of damage caused beyond its control.
If, during the performance of its missions, BE AGILE implements a software or a set of templates that forms a Toolkit created by or on behalf of the latter, BE AGILE will remain the owner of this software or Toolkit even after the end of the contractual relationship between it and the client.
At all times, the customer must respect BE AGILE’s rights to the software or toolkit.
Unless otherwise agreed, the software may be removed from the customer’s computer system at any time without compensation. If necessary, BE AGILE undertakes to return the data belonging to the customer. The customer may not sell, rent, copy, loan, destroy or modify the software unless expressly agreed.
The customer obtains a non-exclusive right to use and modify the elements of the Toolkit only for its own needs. The customer is not entitled to assign, make available or distribute, in whole or in part, free of charge or for a fee, the Toolkit or a derivative, adapted or modified version to third parties or affiliates.
- Non-Waiver and Nullity
The non-application of an article or part of an article of these general terms and conditions, even on a recurring basis, does not in any way mean a waiver of the application of the same by BE AGILE. At most, it can only be seen as a simple tolerance that the customer cannot rely on in the event of a dispute.
In the event that one or more articles, or one or more parts of articles of these terms and conditions are cancelled or deemed unwritten, all others will continue to apply.
- Governing Law and Jurisdiction
Any dispute relating to the validity, interpretation, execution or termination of the contractual framework between BE AGILE and its clients must be the subject of an attempt to settle amicably. In the absence of an amicable settlement, the parties undertake to try to resolve their dispute through mediation, in accordance with the mediation rules of bMediation (www.bmediation.eu, 500 Avenue Louise, 1050 Brussels). Mediation will begin no later than 30 days from the date of one of the parties’ request for mediation and may not exceed 30 days unless the parties agree. The request for mediation must be made in writing to the registered office of the party concerned. In the event of failure of the mediation, the competent courts will be exclusively those of the judicial district of Nivelles. Belgian law is the only law applicable to the relationship between BE AGILE and its clients, even if there is a foreign element in the contract.
In case of doubt or contradiction between these Terms and Conditions and the “Conditions générales de BE AGILE SRL”, the latter shall prevail.
- Changes to this document
This document concerning legal aspects is in force from the date mentioned at the bottom of this page and may be updated from time to time.
- Effective date: 6 February 2024
- Update date: 6 February 2024
