Terms & conditions

1. SCOPE OF APPLICATION

1.1 SCS MADAM, whose registered office is located at chemin de la Bruyère 12, 1473 Glabais (Belgium), is referred to in these general terms and conditions as “MADAM” and/or the “Seller”.
1.2 The term “Buyer” refers to any individual or legal entity to whom MADAM makes an offer or with whom MADAM enters into a contract for the provision of services or the sale of products.
1.3 Terms beginning with a capital letter that are not defined elsewhere in these General Terms and Conditions shall have the meaning attributed to them in the Appendix.
1.4. Unless otherwise stipulated, all MADAM’s offers, interventions and services are subject to these general terms and conditions. These are deemed to have been accepted by the Buyer when the order is placed, without any restrictions or reservations. The Buyer therefore waives the right to rely on any contradictory document, and in particular its own general and/or special conditions, even if the latter stipulate that they apply exclusively. In order to be valid, any derogation to the present general terms and conditions must have been expressly approved in writing by MADAM beforehand, and express reference must be made to the article of the present general terms and conditions from which the derogation is made.
1.5. When an offer or quotation is drawn up by MADAM, the special conditions of these documents modify or supplement these general conditions.

2. FORMATION OF THE CONTRACT

2.1. All offers are made without obligation. The contract will only become effective after acceptance by the customer, which may be evidenced by payment of the deposit. Quotations may always be subject to revision, increase or cancellation in the event of increases in regenerations, raw materials, accommodation rates, etc. MADAM reserves the right to revise its prices in the event of a change to the quotation. Quotations are valid for one month from the date they are sent.
2.2. Orders with a delivery time of more than one month are accepted subject to any price increases imposed by MADAM’s suppliers and to circumstances beyond MADAM’s control which subsequently make delivery impossible or more expensive.
2.3. For contracts lasting more than one year, MADAM reserves the right to modify these general terms and conditions and to declare the new terms and conditions applicable to the contractual relationship. The modified general terms and conditions will come into force thirty days after notification of the modifications to the Purchaser.
2.4. In the absence of any contractual document, it is expressly agreed between the Buyer and MADAM that emails exchanged between the parties may be used to establish a commercial relationship and thus constitute regular proof of the existence of an order and its acceptance. The fact of handing over to MADAM the “Necessary Elements” requested, without any explicit reservation, or of providing a proof or a project, constitutes a commitment vis-à-vis MADAM to entrust it with the execution of the work or to compensate it for the costs incurred.
2.5. Work on the project will not commence until the deposit or full payment has been received. All orders are irrevocable. The Purchaser may only cancel the order in advance in return for payment of the services provided by MADAM on the basis of the rates set out in the quotation, including any commitments made to suppliers or sub-contractors, without this cancellation indemnity being less than 20% of the total amount of the quotation”.
2.6. In accordance with articles V.I.45 et seq. of the Code of Economic Law, the consumer has the right to notify the vendor that he/she is withdrawing from the purchase, without giving any reason or incurring any penalty, within fourteen working days from the day following the conclusion of the service contract or receipt of the product/goods ordered. If the order concerns equipment that has been unpacked, used, installed, damaged or incomplete, this will not be taken back or reimbursed. Customers wishing to exercise this right should contact our customer service department or visit our offices within fourteen working days. In the case of equipment, it must be returned to us (intact and in its packaging) within this period. The cost of returning the equipment is always borne by the Purchaser and the equipment travels at the Purchaser’s risk.

3. INVOICING AND TERMS OF PAYMENT

3.1 The prices charged by MADAM are in Euros and will be increased by Value Added Tax and any other tax that may be applicable. All bank and exchange charges relating to the payment of the said invoice which are charged to MADAM shall be re-invoiced to the Purchaser.
3.2 Unless otherwise agreed, a deposit of 50% of the quote must be paid when the order is placed; For identity creation contracts. A second deposit of 25% must be paid after the logo has been created. The balance of 25% will be paid after the various variations have been created. A second instalment of 25% must be paid after the design stage The balance of 25% will be paid before the site goes online; Contracts outside the above framework will be subject to special conditions defined at the start of the project.
3.3 The price quoted is valid only for the work and/or product(s) mentioned in the quotation. Any supplements, modifications to the original order or author’s corrections will be invoiced separately. MADAM shall under no circumstances be held responsible for omissions and/or spelling errors or for the content of any work, except in the case of an express order by the Buyer stipulating the creation of this content by MADAM.
3.4 All invoices shall be deemed to have been accepted in the absence of any specific dispute communicated to MADAM by the Buyer by registered mail or e-mail, which shall be acknowledged for receipt by MADAM within 15 days of receipt of the invoice. After this period, any complaints made by the Buyer will no longer be taken into consideration by MADAM. Under no circumstances shall the Purchaser have the right to suspend payment of the amounts due or to make deductions from the amounts due unless MADAM has given its express written consent.
3.5. In the event of non-payment on the due date, the sums owed to MADAM will, automatically and without prior formal notice, be increased by interest at the monthly rate of one percent (1%) from the date on which payment is due, any month begun being deemed to have elapsed, as well as an irreducible conventional and fixed indemnity equal to 10% of the unpaid amount, with a minimum of 75
3.6. All invoices must be paid on the due date, even in the event of dispute. Disputed invoices will be settled at a later date if the disputes are well-founded.
3.7. In the event of non-payment or late payment, MADAM also reserves the right to suspend all deliveries or services to the Purchaser, whether or not in connection with the unpaid order(s), until full repayment of all outstanding amounts, including compensation, costs and interest for late payment.
3.8. Similarly, MADAM reserves the right, without any prior warning, in the event of non-payment within 30 days of the invoice due date, to remove access to and/or stop the distribution of all creations produced by MADAM for the benefit of the customer, whether or not these are related to the unpaid order(s), and to suspend or postpone the performance of its obligations until full reimbursement of all amounts due, including compensation and interest for late payment, without any possible recourse by the customer.
3.9. Advances paid by the customer are to be applied to the price of the order and may under no circumstances constitute a deposit, the abandonment of which would authorise the customer to withdraw from the contract.

4. PRELIMINARY OPERATIONS BY THE PURCHASER – OBLIGATION TO SUPPLY

4.1. All data and files to be supplied by the Purchaser as part of a contract must be delivered in the format and manner stipulated by MADAM, which declines all responsibility for errors and delays attributable wholly or partly to the Purchaser’s failure to comply with these conditions.
4.2. The Buyer guarantees MADAM that the elements it provides for the execution of its orders may be freely used, without any restriction whatsoever, for the purposes of such orders, and releases MADAM from any liability in this respect. In particular, the Customer shall guarantee MADAM against any recourse by a third party claiming rights to the said elements.
4.3. The Buyer shall be liable to MADAM for any prejudice suffered by MADAM as a result of viruses or other corrupt electronic elements present in the data, texts, photos, videos, files or data carriers supplied by the Buyer. The Buyer shall indemnify MADAM against any claims by third parties as a result of such viruses or other corrupted electronic elements.
4.4 Under no circumstances will MADAM be held responsible for the loss or deterioration of files, magnetic, optical or other media. MADAM declines all responsibility for the quality of file transfers via any means of data transfer. It also declines all responsibility in the event of loss, theft or deterioration of compositions, models, photos, projects or films. If, at the Buyer’s request, MADAM agrees to keep them, it declines all responsibility that may result from their loss, theft or deterioration.
4.5. Hosting, maintenance and modification costs are the responsibility of the Buyer. MADAM cannot under any circumstances be held responsible for any malfunctions or technical problems related to the hosting service offered to or chosen by the Buyer.

5. OBLIGATION TO PROVIDE INFORMATION

5.1. The information provided by the Buyer is its sole responsibility.
5.2. The Buyer undertakes to provide MADAM with data that is fair, of high quality and compliant with current legislation on data processing, files and civil liberties. He/she undertakes to inform MADAM of any change in the data provided and shall be solely responsible for any malfunctions that may result from erroneous information. The Buyer must maintain a valid e-mail address and postal address.

6 DECLARATIONS AND GUARANTEES OF THE PURCHASER

6.1. The Purchaser is duly constituted and validly registered in accordance with Belgian law.
6.2. The Buyer has all the powers and capacity necessary to enter into the contract, to perform its obligations thereunder and to carry out the transactions contemplated thereby; the representative of the Buyer signing the contract on behalf of the Buyer has all powers to bind the latter.
6.3. The entering into of this Agreement by the Buyer, or the performance of its obligations hereunder, does not contravene any law or other obligation to which the Buyer is subject.
6.4. The Buyer declares that it is not in a state of suspension of payments and is not the subject of any receivership or liquidation proceedings under the applicable laws.
6.5. The Purchaser has the necessary funds to carry out the operations provided for in the contract in accordance with its terms.
6.6. In the event of a breach of the foregoing provisions and of any misrepresentation, MADAM may claim damages for the loss suffered, with a minimum of 1,500 euros.
6.7. The Buyer undertakes, with regard to the Seller, not to carry on, be associated with or be otherwise involved, alone or jointly with others, directly or through companies over which he/she has control, in any activity which may be prejudicial to the Seller, in particular by the distribution, use or misappropriation of images, sounds, drawings, logos, films or any other objects subject to these General and Special Conditions.

7. OBLIGATION OF THE SERVICE PROVIDER

7.1. MADAM shall provide the quantity, type and quality of supply agreed in the offer and in the special conditions.
7.2. MADAM shall only be subject to an obligation of means in order to properly carry out the defined work or the planned delivery and shall under no circumstances be subject to an obligation of result.
7.3. Unless otherwise agreed, MADAM is also responsible for putting the site online and hosting it, unless the contract is terminated (see Article 1).
6.4 Hosting is carried out only after payment of the invoice by the Purchaser and for a period of one year. In the event of early termination of the contract, for any reason whatsoever, no reimbursement for the current year may be demanded.
7.4. MADAM is not responsible for the position occupied by the Purchaser’s site on the various search engines. No compensation may be demanded if the Internet site does not receive the expected number of visits or if it does not appear on the search engines (“black list”). The mission entrusted to MADAM relates exclusively to the operation of the website which is the subject of the contract.
7.5. If, due to a violation or legitimate suspicion of a violation of a national or international standard by the website or its content, MADAM may, on its own initiative or at the request of any authority (hosters, judicial body, States, etc.) suspend the putting online of the website concerned without any compensation being due.
7.6. Updates and maintenance not included in the initial offer must be covered by a separate contract.

8. DEADLINES

8.1. The duration of the contract corresponds to the time required by MADAM to complete the object of the project. MADAM shall do everything necessary to meet the agreed delivery deadlines. However, these delivery times are indicative and exceeding them shall not entitle the Purchaser to withdraw from the contract and/or to claim compensation or reductions.
8.2. The delivery periods agreed in writing with the Buyer in this contract shall commence on the working day following delivery of (all) “Necessary Elements”. The agreed delivery times will be extended by at least the delay if the Purchaser fails to provide the “Necessary Elements”, or to return the corrected proofs. The Purchaser acknowledges that any change required by him/her in the specifications, site map, structure, files, text or any other element of the website may also lead to a delay in the performance of its services by MADAM, for which MADAM may not be held responsible under any circumstances.
8.3. In the event of force majeure, and more generally, in all circumstances which prevent, reduce or delay the performance of MADAM’s work, or which cause an excessive worsening of the commitments made by MADAM, the latter is relieved of all responsibility and may reduce its commitments, terminate the agreement or cancel its performance, without being required to pay any compensation whatsoever.
8.4. Delivery times for the Buyer’s order are given in the Special Terms and Conditions as an indication only. In the event of a delay in delivery, this may under no circumstances give rise either to the cancellation of the order or to any compensation whatsoever. Deliveries will be invoiced carriage forward, using the most appropriate means of transport chosen by MADAM, and will be made at the Buyer’s risk, even when transport is carried out by MADAM, even if the supply is made carriage paid.

9. REPRESENTATIONS, OBLIGATIONS AND WARRANTIES OF THE SELLER

9.1. The Seller has made available to the Buyer all the information necessary for the proper conduct of this contract, in particular documents of a legal and technical nature.
9.2 The Seller confirms that all the information transmitted to the Buyer in the context of their relationship has been prepared in good faith, and reflects the situation of MADAM Group S.A. truthfully and accurately.
9.3. The Seller has also allowed the Purchaser to visit and attend meetings with the corporate officers and employees of MADAM Group S.A., to ask them questions and to obtain the desired information on the activities conducted by MADAM.
9.4. As part of the negotiations that took place for the formation of this contract, the Buyer received estimates and forecasts from the Seller concerning the transaction that is the subject of the contract. The Purchaser acknowledges that such information is based on assumptions which, by their nature, can only be guaranteed by the diligence and responsibility of all. No claim may be made against the Seller in this respect. In addition, the Buyer acknowledges that the Seller makes no warranty, express or implied, of any kind whatsoever to the Buyer in respect of such estimates, forecasts, timescales and business plans.
9.5. The representations or warranties referred to in this Article constitute the sole and exclusive representations and warranties made by the Seller in connection with the performance of this Service Agreement, to the exclusion of any other representations or warranties, express or implied, oral or written.

10. INTELLECTUAL PROPERTY RIGHTS

10.1. All MADAM creations are protected by intellectual property law. The general structure, as well as the software, animated and still images, texts, sounds, know-how, drawings, graphics and all other elements that will be supplied as part of the performance of its services are and will remain the property of MADAM, even after the contract has been completed, unless it has been expressly decided otherwise. If this is the case, a notification, indicating precisely the price, duration, destination and purpose of the transfer, must accompany this contract. Any assignment is interpreted restrictively. It shall be signed and dated by both parties. MADAM reserves the right to refuse any request related to any transfer of intellectual property.
10.2. The studies, offers and documents provided or sent by MADAM remain its property; they may therefore not be communicated to third parties for any reason whatsoever by the Buyer. MADAM reserves the right to refuse any request that does not comply with the legal conditions or for any other technical reason or reason beyond its control.
10.3 Subject to the rights that have been assigned or granted by MADAM to the Buyer, or by virtue of a provision in the Special Conditions, MADAM remains the owner of all intellectual property rights (copyright, neighbouring rights, design and model rights, database rights) relating to the creations and material that have been produced in execution of the contract. This also includes preparatory design material such as projects, sketches, etc. MADAM nevertheless grants the Buyer authorisation to use and exploit the creations sent to the latter in accordance with their intended purpose, in strict compliance with the limits and conditions, in particular financial conditions, specified in the offer, order form, invoice or any other contractual document drawn up between the parties. However, this authorisation does not include any transfer of rights and extends only to the acts of exploitation necessary for the normal use of the creations by the Purchaser (“Primary Exploitation”), to the exclusion of any other form of “Derivative Exploitation”. In the event of doubt as to the scope of the authorisation and in the absence of any precision in this respect, the destination of the equipment delivered to the Purchaser is deemed to correspond strictly to the first use made of it by the Purchaser. This only applies to the definitive material delivered to the Buyer by MADAM; projects, sketches and other preparatory work may not be used without the prior written agreement of MADAM, which retains ownership thereof and may demand their return at any time. The operating authorisation granted by MADAM to the Purchaser in accordance with the foregoing is subject to the Purchaser’s compliance with all of its obligations, including the full payment of all sums due to MADAM.
10.4. For each publication of MADAM’s creations, the Purchaser undertakes to include MADAM’s logo in a visible manner and to the extent compatible with advertising practices.
10.5. Consequently, the Buyer may not object to MADAM, in the context of the promotion of its projects, publishing glimpses and photographs of the projects it has carried out for the Buyer, on any type of medium, without any time limit and for the entire world. MADAM shall be authorised to mention the Purchaser’s name and website on its own website and on all MADAM advertising media.
10.6. Software, administration systems or other tools supplied by MADAM remain the property of their manufacturers. Only a user licence is granted to the Buyer. The Purchaser may not, in any form whatsoever, transfer, concede, pledge, communicate or lend them free of charge or against payment. The Purchaser shall maintain in good condition the proprietary notices on the programmes and the user manual and shall ensure that the confidentiality of the software is respected. The Acquirer shall refrain from modifying the software in any way whatsoever, from infringing it or promoting it directly or indirectly.

11. RIGHT OF MATERIAL OWNERSHIP

MADAM retains ownership of the goods and materials supplied until full payment of the price, plus costs and taxes. Until the price has been paid, the Purchaser is prohibited from disposing of the object of the supplies, or from disposing of it in any form whatsoever and for any reason whatsoever. Any real or personal security interests encumbering these goods will not be enforceable against MADAM . In the event of late payment, MADAM retains the right to take back the object of the supplies, wherever it may be, at the customer’s expense, and to retain it until full payment, without any other form of procedure.

12. PROTECTION OF PRIVACY

12.1. If the Purchaser provides MADAM with personal data, he/she guarantees compliance with the regulations in force on the protection of privacy with regard to this data.
12.2. The provision of such data to MADAM for processing is permitted under such regulations. The Purchaser undertakes to bear all costs, including legal costs, arising from a complaint relating to the Purchaser’s failure to comply with the regulations on the protection of personal data. Prior to any provision by MADAM of the data in question, the Purchaser shall inform MADAM of the purpose for which the data provided will be used.
12.3 MADAM shall not be obliged to provide the Purchaser with data concerning persons whom MADAM knows or may presume to be opposed to the provision of data concerning them, and in particular persons registered on a Robinson list. The Customer shall refrain from using this type of data.
12.4. If, in accordance with the regulations relating to the protection of personal data, the Purchaser informs a data subject of the origin of his/her personal data and indicates in this respect that this data was provided by MADAM, he/she shall immediately inform MADAM and specify what information was given to the data subject. The Purchaser shall only provide this information once it is certain that the request actually originated from the data subject. 12.5. Purchaser shall immediately comply with any request to modify, protect or delete personal data made available by MADAM , provided that Purchaser has determined with certainty that the request has been made by the data subject. The Purchaser shall immediately inform MADAM and any third parties who also have the data in question about such requests and the measures taken in this regard.
12.6. The Purchaser shall not be entitled to transfer or distribute the data supplied by MADAM outside Belgium, unless expressly authorised to do so in the Special Terms and Conditions.

13. CORPORATE OFFICERS, EMPLOYEES AND AGENTS

13.1. If MADAM seconds personnel to the Buyer in the performance of a contract, the Buyer shall be obliged to behave with the utmost propriety and ethics towards such personnel. If the seconded personnel actually work for a third party, on behalf of the Purchaser, the latter guarantees MADAM that this third party will behave in the same way towards these personnel. The Purchaser is obliged to take out all necessary insurance cover both for himself/herself and for the personnel he/she employs or may employ. MADAM undertakes to use the equipment made available correctly, but does not intervene in the supply of consumables or in the maintenance of the equipment made available.
13.2. In the relationship between MADAM and the Purchaser, the supervision of the seconded personnel remains the responsibility of MADAM . The seconded personnel shall continue to report solely to MADAM .
13.3. Buyer shall not in any way induce or encourage seconded personnel to perform work for Buyer or any third party related to Buyer outside of the contract in question.
13.4. MADAM shall not be held liable in the event of interruption in the performance of its employee’s assignment for reasons for which it is not responsible (illness, accident, statutory holidays). However, MADAM will inform the Purchaser of this interruption as soon as possible and, in the case of foreseeable and non-fixed statutory holidays, will seek the Purchaser’s opinion before granting them. In the event of an employee resigning, MADAM undertakes to replace the employee as soon as possible. 13.5. MADAM may, under its own responsibility, call upon a partner or third party to carry out all or part of a contract. These conditions shall therefore also apply to the work carried out by this partner or third party in the context of the services or products supplied. Consultancy
13.6. If the purpose of the contract is for the Buyer to carry out work in the field of consultancy (advisory activities), the Buyer shall make available to MADAM, free of charge, upon request, a workspace with telephone, Internet and fax connections and access to the data required for the assignment 13.7. MADAM may call upon third parties for consultancy services.
13.8. MADAM is entitled to modify the composition of a team responsible for consultancy services if MADAM deems this modification desirable in order to properly execute the contract.

14. PROCEDURES AND COMPLAINTS

14.1 In order to be valid and taken into account, any complaint addressed to MADAM must meet the requirements set out in these general terms and conditions and any special terms and conditions. MADAM shall not be liable for any infringement by the Buyer of reproduction rights held by third parties, provided that it has carried out its reproduction work in good faith. The Purchaser alone shall be liable. Any dispute concerning reproduction rights suspends the execution of the work.
14.2. After receipt of the website by the Purchaser, the latter shall have a period of one month to test it and notify MADAM in writing of any element of the website that does not correspond to the specifications. During this period, the website will only be accessible to the Purchaser. MADAM will then take the necessary steps to correct this defect within seven days if this is reasonably possible. Once this period has elapsed, the Buyer will be deemed to have accepted the site in its entirety. The notification periods for any defects will not extend this period. As soon as the site is made public, any subsequent modification will require new services subject to invoicing.
14.3. If the Buyer considers that MADAM is in default of having carried out its mission properly, due to a technical defect in the website, which it must demonstrate that it could not reasonably have noticed when it received the website, it must inform MADAM in writing within one month of noticing the defect. The defect is presumed to have existed since delivery if it is discovered within this period. Beyond this period, the Purchaser must prove the defect. If the defect is attributable to MADAM, it will be corrected free of charge, provided that it does not involve a modification of the design or the addition of elements/content.
14.4. In the event that the Buyer has identified a defect, the Buyer shall cooperate fully with MADAM to enable MADAM to investigate the alleged defect and correct it within an appropriate period of time. The Seller is entitled to offer the Purchaser compensation to be determined in the event that the defect cannot be corrected. The discovery of one or more defects may not lead to the suspension of payment under the contract or to the cancellation of the contractual relationship.
14.5. MADAM cannot be held responsible for any omissions, errors or design faults that may have escaped the Buyer’s vigilance during the presentation of the various proofs and/or at the time of the final approval of the project. MADAM will make any necessary rectifications at the Buyer’s expense, and the Buyer may not in any way use the discovery of these errors to postpone the payment of invoices that have fallen due.
14.6. As indicated above, any delay in the performance of MADAM’s services may in no way result in the termination of the contract and/or the award of damages 14.7. It is agreed that MADAM’s liability shall be limited to thirty per cent of the invoiced amount of the services or products for which it is liable.
14.8. If MADAM assigns a user name and password to the Buyer and thus grants an access code to an Internet site, a database or any other data or application that can be consulted remotely, the Buyer undertakes not to make this code available to a third party, will do everything reasonably possible to avoid unauthorised use of this code, will immediately notify MADAM in the event of loss, theft or misuse, and will assume all responsibility for the use of the site and its content using the code received.
14.9. The Buyer guarantees MADAM and will pay all costs, including legal fees and court costs, against all consequences resulting from the loss or unauthorized use of the access code, except if these consequences are the result of a failure entirely attributable to MADAM .
14.10. If MADAM suspects misuse of a user name, password or, more generally, a function offered by an Internet site or by any remote electronic access, MADAM shall be entitled at any time, without justification, to refuse or block the access granted by this user name or password.

15. TERMINATION

15.1. Without prejudice to its rights under the Civil Code, MADAM is entitled to terminate the contract with immediate effect if the Purchaser is in a state of suspension of payments (even temporarily), if it is declared bankrupt, if it is in a situation of judicial reorganisation, if it is in negotiations with creditors, if it has ceased its activities, if it is winding up its business or if it has remained unresponsive for 8 calendar days after a breach of the general conditions or special conditions has been noted by MADAM and notified to the Purchaser by registered letter.
15.2. The Purchaser may unilaterally terminate the contract, with or without cause, by sending a registered letter at least one month in advance. On the effective date of termination of the contractual relationship, all of MADAM’s obligations will cease, however:- The Buyer must pay the full amount of its order and at least all of the services that have been provided by MADAM and the costs that it has incurred;- The restrictions relating to confidentiality, non-competition, intellectual and material property rights, and use of data will continue to apply; MADAM reserves the right to claim compensation of 20% calculated on the amount of the invoices/services concerned.
15.3. In the event of early termination of the contract, MADAM will no longer be responsible for continuing the project, finalising it, putting it online or hosting it, unless otherwise agreed.

16. CONFIDENTIALITY

16.1. Information of any nature whatsoever which may have been communicated to the Buyer by MADAM, or to which the Buyer may have access during its visits to MADAM (hereinafter referred to as the “Information”) shall be communicated to the Buyer, on condition that the Buyer complies with the following undertakings a) To keep the Information strictly confidential, not to duplicate the Information of any nature whatsoever, provided by MADAM, and to return it at the end of MADAM’s service at the latter’s first request. b) Not to publish the Information or disclose it to any third party, including its subsidiaries or any company with an interest in its capital. c) Not to use the Information, either directly or indirectly, for its own purposes other than in connection with the performance of the service requested from MADAM. d) Not to communicate the Information to any employees other than those who need it, after having clearly informed said employees in advance of the strictly confidential nature of the Information and its ownership.
16.2. The Purchaser guarantees the proper execution of the said confidentiality obligations by the employees and any subcontractors and will keep an up-to-date list of the members of staff and subcontractors to whom the information has been communicated. Consequently, the Customer shall indemnify MADAM against any claims, liabilities, losses and expenses that MADAM may suffer as a result of the breach by the holders of the Information of their undertaking, and which may be proven, and undertakes to compensate MADAM for any loss suffered as a result.
16.3. The Purchaser’s commitment to confidentiality does not allow it to keep silent any information requested by a judicial authority. Furthermore, the Buyer is obliged to inform MADAM of any such transmission of information.
16.4. In the event of any violation of the provisions of this article, the Customer shall immediately owe MADAM a fixed indemnity of €10,000 to be paid immediately and in a single instalment, as well as an additional indemnity of five thousand euros for each full or partial day that the violation continues, without prejudice to MADAM’s right to claim any damages and interest corresponding to the prejudice actually suffered.

17. NON-COMPETITION

Throughout the term of the contract, as well as during the twelve months following its termination, the Purchaser undertakes not to approach, make any offer of employment, or hire in any form whatsoever, including as a self-employed person, any member of MADAM’s staff who is or has been involved in the performance of the contract, unless MADAM gives its prior written consent before any formal approach is made to the person. In the event of breach of this undertaking, the Purchaser shall be liable for damages and agrees to pay MADAM a penalty.

18. FORCE MAJEURE

18.1. All unforeseeable, insurmountable events beyond the control of the Party invoking it, including in particular the total blockage of means of transport or supply, the total stoppage of telecommunications networks or difficulties specific to telecommunications networks external to the Parties, shall be deemed to be cases of Force Majeure.
18.2. The party invoking Force Majeure must immediately notify the other party, at the latest within a period of eight days, of the elements to which the Force Majeure relates, the cause of the delay and its foreseeable duration. In particular, it must inform the other party as soon as possible of all the means it intends to use to limit the effects of this event on its obligations. Any case of force majeure which has not been notified within eight days of its occurrence will not entitle the Party to invoke this clause. The parties will remain bound for the part of their obligations which would not be affected by the Force Majeure. After a period of thirty days from receipt of knowledge of the event of Force Majeure, and failing agreement on the continuation of their mutual obligations, either party may terminate the contract in question by operation of law.

19. NOTIFICATIONS

19.1. Unless otherwise stated in the contract, any notification, request, agreement or other communication made under or referred to in the contract (“a Notification”) shall only be valid if sent in accordance with the provisions of this clause. Any Notification must be in writing, drafted in French and sent to the recipient Party by registered letter (or equivalent for any dispatch abroad), by hand-delivered letter, by hand or by email or fax (confirmed in the latter two cases, on the next Working Day, by registered letter), or by hand.
19.2. The date on which a notice will be deemed validly given will be the date: a) three working days after it is sent if it has been sent by registered letter or equivalent b) of its delivery in person to the addressee if it has been delivered in person or sent by bearer as evidenced by the acknowledgement of receipt signed by the addressee. c) by email upon confirmation (implicit or explicit) even by its addressee.
19.3. A notice received on a day other than a business day, or after 6.00 p.m., will not be deemed to have been received on the next business day.
19.4. Notices shall be sent to the respective addresses of the parties (indicated in the Special Terms and Conditions). 19.5. Each of the parties may notify the other parties of a new address where Notifications must be made in accordance with this Article.

20. APPLICABLE LAW – DISPUTE

20.1. All disputes arising from or relating to a contract will be submitted in French to the jurisdiction of the courts and tribunals of the legal district of Brussels.
20.2. Any dispute between the parties will be exclusively settled by Belgian law, regardless of the place of formation or execution of contracts, conventions, nationality or link to the establishment of the Purchaser.

21. FINAL PROVISIONS

21.1. The risk relating to everything that MADAM supplies to the Purchaser is transferred to the Purchaser upon dispatch by MADAM of any element.
21.2. The preamble and the annexes as well as the Special Conditions form an indivisible whole, and form an integral part of the contract.
21.3. The contract (including the Appendices and the documents referred to therein) represents the entire and only agreement between the parties for the transactions to which it relates and will prevail over all agreements, contracts or declarations, written or oral, concluded or carried out prior to the date hereof and relating to the same subject.
21.4. Any alteration, modification or amendment to the provisions of the contract will require a written agreement validly signed by the Buyer and the Seller.
21.5. No waiver of any provision or condition of the contract, nor any consent required under the contract, will be validly made without a written declaration signed by the party waiving or consenting and only to the extent of this declaration. 21.6. Neither the failure to exercise nor the delay in exercising a right under the Protocol may be interpreted as a waiver by the party concerned of the exercise of this right, unless expressly stipulated to the contrary.
21.7. The fact that one of the provisions of the contract becomes void, unenforceable, obsolete, illegal or inapplicable cannot call into question the validity, opposability, legality or applicability of the other provisions of the contract. In this case, the parties will negotiate in good faith in order to replace, if possible, the void, unenforceable, obsolete, illegal or inapplicable stipulation with a lawful stipulation, corresponding to the spirit and purpose thereof.