THE SERVICE COMPANY SPRL
Avenue des Anglais, 20 - 1410 Waterloo
Company no. BE0727 591 753
Terms & Conditions
1 - General provisions
Without prejudice to the application of special conditions, these general terms and conditions define the respective obligations of the contracting parties. By signing the agreement or order form, or by accepting the order confirmation, the customer expressly acknowledges having read and accepted these terms and conditions. Provisions not expressly derogated from remain in force.
2 - Validity of offers
Unless otherwise agreed in writing, our offers are valid for 90 days from the date of issue.
3 - Controls
All orders placed with us are only binding upon us once we have confirmed them in writing. Changes made by the customer to his order form or to our offer will only be valid if accepted and confirmed by us in writing. In the event of unilateral cancellation of an order by the customer, we reserve the right to demand compensation equal to 30% of the total amount of the order.
4- Deadlines
Unless otherwise stipulated, the deadlines set for our services or deliveries are only indicative. If a deadline is imperative, it must be clearly specified as such on the order form. In such cases, the purchaser may claim compensation for late delivery, up to a maximum of 10% of the total order price. Even in this case, the following circumstances release us from our deadlines: cases of force majeure (including, in particular, strikes, technical incidents, supplier delays and labour shortages); if payment conditions are not met; if changes are decided by the customer during the course of work; if the customer does not provide us with the desired information within the specified deadline.
In the event that a consultant is unable to obtain the information and assistance required to carry out his assignment in good time, including in cases of force majeure, his obligations will be suspended until such time as a solution can be found.
5 - Responsibilities
The customer plays an active role in consultancy and advisory assignments, promptly providing the information required and making the necessary staff available. The customer's cooperation must be fully acquired if the assignment is to be carried out within budget and on time. The Service Company assumes an obligation of means towards the customer, not an obligation of result.
The Service Company does not provide accounting, tax, legal, investment or investment advice services, all of which the customer should always seek professional advice for.
The Service Company cannot be held liable for any financial, commercial or other loss caused directly or indirectly by the use of its services or by the purchase of Products, and cannot be held liable for any consequential, special or incidental damages, whether direct or indirect. The Service Company does not guarantee the total absence of errors or technical deficiencies.
In any event, The Service Company's liability is limited to the amount of the contract, without prejudice to the customer's right to seek legal redress in accordance with article 1184 of the French Civil Code.
6 - Deliveries - Transport
In principle, the goods must be collected by the purchaser from our registered office within the agreed delivery period. When we are responsible for delivery, this is carried out by the means of our choice, unless otherwise agreed in writing. In this case, the goods are transported at the customer's expense and risk, except in the case of wilful misconduct or gross negligence on our part or on the part of our agents. If the purchaser fails or refuses to take delivery of the goods ordered, we reserve the right to demand performance of the contract or, after prior notice, to consider the contract cancelled by operation of law. In the latter case, the purchaser shall owe us, ipso jure and within eight days of notification of such termination, a fixed indemnity of 30% of the sale price.
7 - Retention of title
The seller retains ownership of the goods and services sold until full payment of the price and all incidental costs, interest and penalties. Consequently, the purchaser expressly refrains from selling, assigning, pledging or generally disposing of the goods covered by the contract, prior to settlement of his account. The seller may invoke the present retention of title clause eight days after sending a formal notice to pay, by registered letter with acknowledgement of receipt, addressed to the buyer and remaining without effect. The goods must then be returned to the seller immediately upon request. The purchaser shall nevertheless remain solely liable for the loss of the goods sold, even in the event of fortuitous event or force majeure.
8 - Prices
Prices are quoted in euros (excluding VAT).
9 - Payment
Invoices are payable exclusively by bank transfer to The Service Company SRL account number IBAN BE80 0018 6442 5377. Invoices are payable within thirty days of dispatch at the latest. After this period, any unpaid invoice will automatically and without formal notice generate conventional interest of 12% per annum, with a minimum rate in line with that provided for in article 5 of the law of August 2, 2002 on late payment in commercial transactions. Any invoice not paid by the due date will also be subject, ipso jure and without formal notice, to an irreducible flat-rate penalty of 15% of the amount outstanding, with a minimum of €50 per invoice. Any dispute relating to an invoice must reach us in writing within fifteen days of its dispatch.
10 - Termination-resolution to the detriment of a co-contractor
The foregoing stipulations do not in any way waive our right to demand, at our discretion, in the event of non-payment or non-compliance by our co-contractor with its contractual obligations, the cancellation or termination of the agreement with damages. In the event of termination/resolution of the contract to the detriment of one of the contracting parties, the other will be due a fixed indemnity of 30% of the total price.
11 - Intellectual property
Unless otherwise stipulated, all logos, trademarks, photos and models appearing on the documents are the property of The Service Company. Any partial or complete reproduction of these logos, trademarks, photos and models, whatever the medium, for commercial, associative or voluntary purposes, is forbidden without the consent of The Service Company or the holders of the trademarks or rights attached to these graphic representations. Programs and program customizations made to measure for the purchaser remain the exclusive property of The Service Company. Software created by other publishers remains the exclusive property of the latter. In all cases, only a license of use is granted to the customer. The purchaser may not, in any form whatsoever, assign, rent, lease, lend, pledge, communicate to any person whatsoever, copy or counterfeit the software. The customer undertakes to impose and enforce the foregoing obligations on all users of said software.
12 - Privacy policy
The consultants and employees of The Service Company undertake not to divulge any confidential information concerning the customer. They are bound by professional secrecy.
13 - Disputes
Belgian law applies to the execution of agreements with The Service Company. The courts of Nivelles shall have exclusive jurisdiction in the event of any dispute between the parties or any claim for payment.
14 - Changes to the agreement
Any change to the specific agreements or to the present general terms and conditions must be the subject of a written amendment signed by all parties.
15 - Saving clause
The invalidity or illegality of any of the clauses contained in the contracts (specific and general conditions) agreed between the parties in no way entails the invalidity or nullity of the other conditions of the contract concluded between the parties - clauses which remain fully valid.
16 - Specific provisions for TSC France
For contracts concluded by TSC France, the provisions of the general terms and conditions of sale apply mutatis mutandis, subject to the following specific adaptations:
TSC France is registered under the following address: Rue de la Paix, 10, 75002 Paris, under number FR04980248306. Payments should be made to bank account number FR76 1695 8000 0153 9288 3616.
In the event of a dispute relating to the performance or interpretation of the contract concluded with TSC France, the parties agree that the Commercial Court of Paris shall have exclusive jurisdiction. This provision shall prevail over any other jurisdiction clause contained in these general terms and conditions.
These terms and conditions are governed by French law, and any provision to the contrary shall be interpreted in accordance with the laws in force in France.