Terms and Conditions
Definitions:
The following words and phrases, which are frequently used in these General Terms and Conditions, shall have the meanings as specified below and shall apply regardless of where they are used in this Service Agreement.
Client or you: the addressee of the Engagement Letter, who has contracted Salmön+Salmön, the official tradename of #NotOnlyIdeas NV.
Scope Of Work: a letter and/or similar document (email or alike) that describes the scope of work to which these General Terms and Conditions are attached.
Consultancy Agreement: a contract/agreement that describes the engagement to which these General Terms and Conditions are attached.
Salmön+Salmön: the official tradename of #NotOnlyIdeas NV, having its principal place of business at Vlierbeekberg, 90 3090 Overijse and registered in Vlaams Brabant (Halle Vilvoorde jurisdiction) in Belgium.
Parties: Salmön+Salmön and/or the Client.
Services: the professional services that need to be provided by #NotOnlyIdeas based on the Engagement Letter or the Consultancy Agreement.
Service Agreement: these General Terms and Conditions and the Consultancy Agreement/Engagement Letter, together with any other document referred to in the Engagement Letter.
Article 1: Area of application
These General Terms and Conditions apply to every offer, every quotation and every agreement concluded with regards to all products and services offered by Salmön+Salmön. In addition to these General Terms and Conditions, specific terms and conditions as stated in a specific Consultancy Agreement and/or Engagement letter between Salmön+Salmön and the Client may also apply. In case of ambiguity, inconsistency or conflict between the provisions of these General Terms and Conditions and the Consultancy Agreement, the Consultancy Agreement will always prevail.
These General Terms and Conditions apply to all professional relationships between Salmön+Salmön and its Client, regardless of the existence of the Client’s own general terms and conditions, even if they are more recent, unless they have been expressly accepted by Salmön+Salmön in writing, in whole or in part.
An amendment to Salmön+Salmön’ General Terms and Conditions is only possible in so far it has been explicitly accepted and signed in writing by an authorised representative of each of the contracting Parties.
The Service Agreement sets forth the entire agreement and intent of the Parties in respect with Salmön+Salmön’s obligations regarding the Services and replaces all prior agreements and understandings entered into between them in writing, either verbally, or tacitly.
Article 2: Implementation of the Service Agreement
The Service Agreement between Salmön+Salmön and the Client shall be considered as accepted either at the time that the Parties sign the Consultancy Agreement and/or Salmön+Salmön receives the Engagement Letter or similar instructions to proceed by email or at the time that Salmön+Salmön starts the delivery of the Services at the Client’s request, if this commencement were to take place at an earlier time.
A Salmön+Salmön quote is indicative and can be reviewed upon receipt of materials from the Client. The quote, as per the terms previously indicated, will be valid for 30 calendar days. It only counts in its entirety and offers no guarantee for prices in the future. All prices are without VAT and are calculated in EUR.
The nullity (and void) of a clause shall be limited to that clause and shall not affect the other sections of the agreement. The Parties undertake to make all necessary efforts to replace a clause that appears to be null and void or unenforceable with a clause that is as close as possible to the result that the annulled clause is intended to achieve.
Article 3: Provision of information to Salmön+Salmön by the Client
For Salmön+Salmön to provide its Services, the Client shall in due course provide the necessary assistance to Salmön+Salmön and provide correct, complete, reliable data, access to analytics, and documents, even if this information originates from third parties. Unless expressly agreed in writing, Salmön+Salmön shall not verify the data and documents submitted by the Client. Salmön+Salmön may claim additional costs resulting from a delay in the delivery of the Services as a result of the Client’s failure to comply with the provisions of this article 3.
The Client shall inform Salmön+Salmön of any information or development that comes to its knowledge, and which could have an influence on the Services.
Salmön+Salmön may rely on any instruction, request or notification or information given, orally or in writing, by any person of whom it knows or of whom it can reasonably assume that this person has been authorised by the Client to communicate with it for such purposes.
Article 4: Performance of the engagement
Salmön+Salmön determines how and by whom the Services will be performed. The Services will be performed expertly and with care based on the information provided. Salmön+Salmön reserves the right to replace the persons who will be involved in the provision of Services by other persons with the same or similar abilities. The Client explicitly agrees that Salmön+Salmön is allowed to call upon subcontractors in order to perform (parts of) the agreed Services.
Salmön+Salmön is not obliged to update a report, advice or any other product of the Services, orally or in writing, as a result of events that take place after the advice, report or the product in question has been delivered in its final form, unless it has been expressly agreed to provide such an update during the term of the commitment.
The Client agrees that Salmön+Salmön can communicate with the Client by e-mail in the context of the services. If Salmön+Salmön works with third parties for the provision of the Services, all communication shall go through Salmön+Salmön, unless otherwise agreed.
Without detracting from Salmön+Salmön responsibility relating to the Services, the Client remains responsible for:
- Its policy management decisions and its operational management.
- Making all decisions that may affect the Services or the result thereof, or which may affect the Client’s interests.
Article 5: Enlargement of the scope
Salmön+Salmön shall not carry out additional activities without notifying the Client in advance. The latter shall receive a new price proposal for this or chooses to have the extra work carried out on a time and expense basis at a previously agreed hourly rate.
During the execution of the engagement the Client may propose adjustments, additions or corrections to the Services scope. Possible adjustments, additions or corrections at the Client’s request may result in a price adjustment.
Article 6: invoicing
Upon confirmation of the engagement, the Client will pay a retainer/advance payment which will be calculated in accordance with the characteristics, scope, nature and terms of the project and services to be delivered.
In absence of a specific agreement as per the preceding paragraph, the Client will pay an advance payment amounting to 50% of the quote provided as per Article 2 above, excluding VAT. If the agreement is a 12 months agreement, an advance of 25% is being demanded before starting activities. The retainer fee and/or advance payment will be computed to the final amount for the services actually provided and will be reflected on the invoices delivered by Salmön+Salmön to the Client.
The Parties will establish the frequency with which the invoices will be issued to the Client, depending on the characteristics, nature and scope of the services to be delivered (monthly, one only payment, etc.).
The Client compromises to settle Salmön+Salmön invoices within a maximum term of 30 days since their issuance, unless otherwise agreed. In case of late settling, Salmön+Salmön might apply an additional fee for belated payments in accordance with the applicable law and depending on the money general interests established by the authorities at the time of the issuance of the invoice.
The Client expresses its explicit agreement with Salmön+Salmön’ electronic invoicing, unless otherwise agreed. The Client receives the invoice at the e-mail address specified or the e-mail address with which he accepted the quote.
Article 7: term and termination
The quote may specify an execution deadline of the engagement. The execution deadline provided by Salmön+Salmön is purely indicative, unless otherwise agreed. It shall respect said deadline to the best of its abilities.
If the Client wishes to terminate the Service Agreement prematurely, before the awarded engagement has been terminated or before the agreed term has expired, it shall inform Salmön+Salmön of this in writing 1 month in advance. The period of notice of 1 month starts on the day after the acknowledgement of the termination. All delivered performance and incurred costs, increased with a conventional compensation of 30%, are due in any case and will be invoiced at the end of the collaboration. In the event of early termination, the Client shall also owe a termination fee of 30% of the residual value of the earnings that was not performed due to the early termination.
Article 8: objection
If a client does not agree with an invoice, an objection must be communicated by email within 8 calendar days. Otherwise, Salmön+Salmön shall consider the invoice as having been accepted.
Article 9: term of payment
The term of payment of every invoice is 30 calendar days after the invoice date, unless otherwise agreed.
All invoices must be paid on the due date and without discount.
In case advertising budgets need to be managed by Salmön+Salmön, the latest will charge a monthly handling fee 10% of the media spent.
In the absence of a correct payment on the due date, the Client, by operation of law and without notice of default, shall owe Salmön+Salmön an additional 15% of the invoice amount with a minimum of 50 € per invoice for each month of delay, except if Salmön+Salmön is able to prove it suffered damages because of the late payment.
In addition, an interest on arrears to the amount of the interest rate laid down by the Minister of Finance in accordance with ‘Article 5 of the Act of 2 August 2002 on arrears in payment in commercial transactions’ shall apply. All judicial and extra-judicial collection charges are payable by the Client.
Overdue invoices give #NotOnlyIdeas the right to suspend the current engagement until full payment has been made, without the Client having any recourse against this, nor being able to claim any damage.
Article 10: liability
All Salmön+Salmön’ services are provided in good faith. Salmön+Salmön’ commitment is a best-effort commitment.
Salmön+Salmön is not liable for inaccuracies in briefing documents, incorrect figures, incorrect or incomplete information received from the Client.
Salmön+Salmön is not liable, except in case of fraud, gross negligence or deliberate misconduct. Salmön+Salmön’s liability shall in any case be restricted to foreseeable, direct and personal damage suffered. Under no circumstance can Salmön+Salmön be held liable for indirect damage (loss of business opportunities, loss of profit, commercial losses, disappointing expectations, missed subsidies, loss of data or the disclosure of confidential information, etc.). Salmön+Salmön’s liability can never be more than the compensation that the Client paid to #NotOnlyIdeas for earnings in the calendar year in which the Client suffered the damage.
Article 11: Non-disclosure
Both the Client and Salmön+Salmön shall treat all information they receive in the context of an engagement confidentially. The industrial secrets or any confidential information may not be disclosed to third parties or used for purposes other than for the performance of the contract, even after termination of the Service Agreement. Among others, the Client may not share Salmön+Salmön’ working method and documents with third parties without prior written approval. A penalty of forty thousand euros – €40.000 – shall be payable.
Article 12: Intellectual Property rights
Both the Client and Salmön+Salmön must respect all intellectual property rights of the other party or of a third party. Nothing in this agreement shall be construed or interpreted as a transfer of the intellectual property rights of one party to the other party.
The Parties acknowledge and agree that the Client, upon payment of all the invoices issued in relation to the Services performed, will hold all intellectual property rights in any work product directly resulting from the Services agreed including, but not limited to, copyright and trademark rights. Salmön+Salmön agrees not to claim any such ownership in such work product’s intellectual property at any time prior to or after the completion and delivery of such work product to the Client.
However, and unless expressly agreed otherwise in writing, Salmön+Salmön will have the right to use, free of charge, any copyrighted material such as sketches, designs, images, ideas, texts, or any other material or documentation created or communicated within the context of the commission for the performance of commissions for third parties. The Client is only permitted to use the result of the commission delivered by Salmön+Salmön for the purpose as described in the quote. Any use that differs from the quote is not permitted, except with Salmön+Salmön’ prior written consent.
Article 13: Processing of personal data
The Client confirms that the personal data it discloses to Salmön+Salmön in the context of the provision of services and the Service Agreement, shall be processed in accordance with the provisions and principles of the GDPR and other applicable legal regulations. Salmön+Salmön acts as data controller within the context of its Services, whereby Salmön+Salmön must also comply with certain legal obligations and transactions. Salmön+Salmön shall process the received personal data as data controller on the grounds of the Service Agreement. Salmön+Salmön takes appropriate technical and organisational measures to protect the personal data against unauthorised and unlawful processing and against accidental loss, destruction, alteration or damage of the personal data, in accordance with the GDPR. Salmön+Salmön may disclose the personal data to employees and/or third parties who support Salmön+Salmön for the provision of the Services. They shall also take the necessary and appropriate technical and organisational measures to protect the personal data.
The parties shall inform each other without delay as soon as they receive a request from a data subject or become aware of any dispute or complaint relating to the processing of personal data and as soon as they are informed of any infringement giving rise to the destruction, loss or unlawful disclosure of personal data in the possession of the parties.
Furthermore, you will inform Salmön+Salmön without delay if you become aware of an infringement of any of the provisions of the GDPR with regard to the processing of your personal data.
Article 14: Default
Salmön+Salmön reserves the right to request proof of creditworthiness of the Client from the moment of non-payment or late payment. If the Client does not provide this evidence, Salmön+Salmön has the right to terminate the agreement with immediate effect.
If necessary, the Client is not entitled to damages or any other compensation from Salmön+Salmön.
Article 15: Applicable law and Jurisdiction
The agreement between the Client and Salmön+Salmön, and all agreements arising from this are governed by Belgian law. Only the courts and tribunals of Brussels have jurisdiction.
