Terms & Conditions
These Terms and Conditions define the conditions in which the services are provided by Complychain SRL, and its representatives and staff (hereinafter “CC”), having its registered office at 1040, Bruxelles, Avenue de la Chasse, 133-135, registered with the BCE (Crossroads Bank for Enterprises) under number 0782.676.271.
Scope of Application
These Terms and Conditions (hereinafter "T&C") establish a legally binding agreement between Complychain (hereinafter "CC") and its clients (hereinafter "Client"), setting out the terms and conditions governing their relationship. The T&C, together with any contract, engagement letter, and/or offer issued by CC (hereinafter collectively referred to as the "Agreement"), shall constitute the entire agreement between CC and the Client, superseding all prior or contemporaneous negotiations, understandings, or agreements, whether written or oral, between the parties relating to the subject matter of the Agreement.
The T&C and the Agreement shall define the respective rights, obligations, and responsibilities of CC and the Client in connection with the services provided by CC to the Client. By accepting the Agreement, the Client acknowledges and agrees to be bound by the T&C.
The Client shall not rely on any other document, including its own terms and conditions, in connection with the services provided by CC. Any deviation from the T&C or the Agreement must be expressly approved in writing by CC. In the absence of such written approval, the T&C and the Agreement shall apply to all matters arising from or related to the services provided by CC.
All offers made by CC to the Client are valid for a period of thirty (10) calendar days, unless otherwise stated in the offer. The offer is not binding on CC by operation of law, and is subject to express acceptance by the Client without any modifications or conditions. If the Client requests any changes or conditions to the offer, the offer shall be considered null and void, and shall not be binding upon CC unless and until the parties have agreed to the modifications in writing.
All rates and packages included in the offer are subject to annual indexing based on mutual agreement between the Parties. Indexing shall be based on the consumer price index, unless the Parties agree otherwise in writing. In the event of any dispute regarding the indexing, the Parties agree to resolve such dispute in accordance with the dispute resolution provisions set forth in these T&C.
CC reserves the right to amend or withdraw any offer at any time prior to the Client's acceptance of such offer, without liability to the Client.
CC's invoices shall be payable in full within fifteen (15) working days after receipt, unless otherwise indicated in the Agreement. Unless explicitly agreed otherwise, invoices shall be issued in euros and exclude VAT.
In case of non-payment by the due date, late-payment interest shall apply automatically and without prior notice, at the legal interest rate. In addition, CC shall be entitled to charge the Client a penalty of 10% of the invoice amount, with a minimum charge of €100 per invoice, automatically and without prior notice.
Non-payment of deposits and/or invoices authorizes CC, within the limits defined by law, to suspend its services and activities and to withhold its reports, without any compensation to the Client and without prejudice to CC's right to seek compensation for any loss sustained. In such cases, deposits paid by the Client shall remain vested.
Any dispute concerning the object or amount of an invoice must be notified to CC by registered letter within eight (8) calendar days of receipt of the invoice; otherwise, the dispute shall be deemed inadmissible. If CC accepts the Client's dispute, the invoice amount shall be adjusted accordingly, and payment shall be due within fifteen (15) working days after the date of acceptance. If the dispute cannot be resolved amicably, the parties shall submit the dispute to the competent court as provided for in the Agreement.
Limitation of Liability
CC is committed to providing services with due care and in compliance with industry standards and relevant legal provisions. While providing services under the Agreement, CC is bound by its obligation of due care, rather than by strict liability to perform.
The Client acknowledges and agrees that CC's liability, in connection with any claims, expenses, or liabilities arising from the Agreement, shall not exceed the total amount of invoices paid by the Client to CC, except in the case of regulatory penalties resulting from CC's misinterpretation or faulty implementation of the regulatory framework.
In no event shall CC be liable for any consequential, incidental, punitive, or exemplary damages, including loss of profits, goodwill, business opportunities, savings, data, or other similar damages, arising from or in connection with the Agreement, except when such damages are a direct consequence of regulatory penalties resulting from CC's misinterpretation or faulty implementation of the regulatory framework.
The Client shall indemnify and hold CC harmless from any claim, liability, or costs resulting from the Client's breach of the Agreement.
This limitation of liability shall apply to all cases as provided by law, by the Agreement, and by tort liability principles, except in cases of fraud or gross negligence.
CC shall not be held liable for any delays or failures in performance caused by circumstances or events beyond its reasonable control ("Force Majeure Events"). These events include, but are not limited to:
a. Acts or omissions of the Client or its refusal to cooperate within the framework of the Agreement (including, but not limited to, those of its entities, staff members under its control, executives, directors, employees, and agents);
b. Acts, omissions, or lack of cooperation of any third party other than a third-party subcontractor working under CC's responsibility;
c. Natural disasters, fires, or other extraordinary events;
d. Labor strikes or internal disputes;
e. Wars, civil unrest, or other acts of violence;
f. Laws, decrees, or requirements imposed by government bodies or national authorities.
In the event of a Force Majeure Event, CC shall promptly notify the Client in writing of the nature, extent, and likely duration of the event. CC shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event, resume performance as soon as reasonably possible, and keep the Client informed of its progress.
Complychain (CC) shall maintain the confidentiality of all sensitive or confidential information concerning the Client that comes into its possession during the performance of the Agreement. CC shall not disclose any such information to any third party without the Client's prior written consent, except:
(a) when required by law, regulation, court order, administrative procedure, or in accordance with applicable professional standards;
(b) within the context of any dispute arising between the parties; or
(c) if such information:
(i) has become publicly available, other than through a breach of this clause by CC;
(ii) is disclosed by the Client to a third party without imposing the confidentiality obligations set forth herein;
(iii) becomes available to CC on a non-confidential basis from a third-party source, provided that CC reasonably believes it may disclose the information without breaching its obligations to the Client;
(iv) was known to CC prior to its disclosure by the Client and is not subject to any existing confidentiality obligations towards the Client; or
(v) is independently developed by CC without reference to the Client's confidential information.
In accordance with the General Data Protection Regulation (GDPR), the Client agrees that CC may process the personal data of the Client's representatives, employees, and directors to the extent necessary for providing the services, complying with regulatory requirements, risk management, and quality control, and for various commercial purposes (such as managing customer relations and accounts), provided that the data subjects have not exercised their right to opt-out.
Retention and Disposal of Working Documents
Upon completion of the services, Complychain (CC) shall retain all documents and files related to the services as required by the applicable laws and regulations for the type of services specified in the Engagement Letter.
At the end of the retention period, and in the absence of a written agreement to the contrary, CC may dispose of the documents and files without any obligation to provide the Client with prior notification.
The Client is advised not to submit original documents to CC unless expressly requested to do so. CC recommends providing copies, scans, or other electronic versions of documents to avoid any potential loss or damage to the originals.
Changes to the Scope of Services
If the Client materially alters the scope of the services entrusted to Complychain (CC) or if the workload of the services exceeds what could have been reasonably anticipated at the time of entering the Agreement, CC reserves the right to respond in one of the following ways:
a) Refuse the change and, if applicable, terminate the Agreement without any liability for compensation.
b) Adjust the price of its services to reflect the additional work, subject to the Client's agreement.
In the event of termination or adjustment of the Agreement, CC shall not be held liable for any compensation due to changes in the scope of services or increased workload.
Assignment and Delegation
The Client shall not assign, transfer, or delegate any rights and obligations arising from the Terms and Conditions or the Agreement without obtaining prior written consent from Complychain (CC).
The Client acknowledges and agrees that CC may assign or outsource its rights and obligations under the Terms and Conditions and/or the Agreement, subject to the Client's prior approval.
Electronic Data Transfer
During the provision of services, the parties may communicate through electronic means. However, the security of such communication methods cannot be guaranteed, as they may be susceptible to risks such as viruses, errors, data interception, falsification, loss, destruction, delays, or data being rendered unusable. The parties hereby acknowledge and accept these risks and authorize the use of electronic communication.
Each party shall be responsible for protecting their own systems and interests in relation to electronic communication. Neither party shall be held liable, in any manner whatsoever, whether on a contractual, penal (including negligence), or other basis, for any loss, errors, or omissions caused by or related to the use of electronic communication between the parties.
Intellectual Property Rights
Both parties shall retain all copyrights and other intellectual property rights in and to their respective reports, deliverables, written opinions, working documents, files, and other documents provided to the other party within the scope of the engagement, including documents and files in electronic format.
Each party shall respect and protect the intellectual property rights of the other party and shall not infringe, copy, reproduce, distribute, or otherwise use the other party's intellectual property without prior written consent, except as necessary to fulfill the obligations under this Agreement.
Suspension, term and termination
Unless otherwise stipulated, Agreements shall be effective for an indefinite term.
The parties may decide to terminate or suspend the Agreement in the following circumstances, provided they are permitted to do so by law or applicable industry regulations:
a) By mutual consent;
b) Termination for non-performance: either party may terminate the Agreement, subject to giving written notification and with immediate effect, if the other party commits a breach of any material provision of the Agreement, where such breach cannot be remedied or, if it can be remedied, if it has failed to do so within thirty (30) days of receiving a written request to remedy (or if the breach cannot be remedied within that time, if no reasonable measure has been taken within thirty (30) days with a view to remedying the breach of contract);
In the event of the Client's insolvency (non-payment on due date, protest, any notice of attachment, any application for judicial reorganization proceedings, suspension of payments, even unofficial, commencement of bankruptcy proceedings, or any other event suggesting that the Client is insolvent), CC may terminate the Agreement at any time by written notification, without prior notice and without compensation. The Client's insolvency shall also result in the immediate payment of all invoices not yet due for any work whatsoever.
Either party may suspend the Agreement by giving the other party written notification where there are grounds which, in its reasonable opinion, have a negative or significant impact either on the basic rules according to which the Agreement was entered into or on the performance of the undertakings of the party wishing to suspend the Agreement. Furthermore, CC shall be entitled to suspend the Agreement when it reasonably believes that the performance of the Agreement, or any part thereof, involves or would involve a violation, in any jurisdiction whatsoever, of any legal, regulatory, or contractual rule, without the Client being entitled to claim compensation.
If any costs arise as a result of the suspension or postponement due to the client, these shall be payable by the Client. CC shall, in all cases, be entitled to claim payment of the fees and expenses relating to work already completed. Should a period of suspension last for more than thirty (30) days, either party may terminate the Agreement with immediate effect by sending the other party written notification.
Should any provision of the Terms and Conditions or of the Agreement be held to be unenforceable or invalid, in whole or in part, the provision in question (or, as applicable, the relevant part of that provision) shall be deemed to no longer be a part of the Terms and Conditions or the Agreement. The validity and enforceability of the remaining provisions of the Terms and Conditions shall not be affected in any way.
In the event of any provision being deemed invalid or unenforceable, the parties shall immediately engage in good faith negotiations to replace the provision held to be invalid or unenforceable, possibly with retroactive effect from the effective date of the Agreement, with another valid and enforceable provision whose legal effects closely resemble those of the invalid or unenforceable provision.
Governing Law and Jurisdiction
The Terms and Conditions and the Agreement shall be governed exclusively by the laws of Belgium.
The parties shall endeavor to settle any dispute arising within the framework of their business relationship through amicable negotiations. Should such out-of-court settlement prove impossible, the dispute will be submitted exclusively to the French-speaking Enterprise Court in Brussels.
This revision aims to improve clarity, readability, and robustness. However, please note that it is not legal advice. For specific legal concerns, consult a qualified attorney.