Terms and conditions

"MBSS" refers to: Multicall Business Services & Security NV, a public limited company under Belgian law, with registered office at 9420 Erpe-Mere, Impestraat 23 bus 3, RLE Ghent division Dendermonde, registered with the Crossroads Bank for Enterprises under number 0431.052.261.

The "Customer" is anyone with whom MBSS has or enters into a contractual relationship. The "Parties" are MBSS and the Customer together. The "Terms" are these general terms and conditions. An "Agreement" is the combination of the Terms with the order confirmation, to which MBSS and the Customer are parties.

2.1. The Terms apply, as a framework agreement, to the formation, performance and termination of all Agreements between the Parties, from acceptance of the Terms. They also apply, in a supplementary manner, to Agreements entered into earlier. If any provision is deviated from in a special agreement (order form, work order, …), this must be done expressly and reciprocally and does not affect the applicability of the other provisions.

2.2. If MBSS voluntarily does not apply or enforce a clause stipulated in its favour, this in no way constitutes a waiver of rights.

2.3. Save manifest proof to the contrary, the Customer accepts these Terms, if not expressly, then implicitly by, among other things, accepting an offer or paying an invoice on which they are stated, or by not objecting to them within a reasonable but short period from notification thereof, with a maximum of fourteen (14) calendar days.

2.4. The Parties opt for these Terms and agree that the Customer's general terms and conditions do not apply to the Agreements, unless expressly accepted by MBSS and/or accepted by MBSS prior to the Customer's acceptance of these Terms. In that case they apply in a subordinate and supplementary manner; in the event of a conflict between provisions, these Terms prevail. The Customer waives its own clauses that limit or exclude the application of these Terms. There will therefore be no mutual cancellation of terms.

3.1. The Customer is responsible for informing MBSS correctly and completely about its needs. Conversely, all necessary information regarding the goods, services and performances of MBSS is available to the Customer, who may always turn to MBSS for additional information when considering an offer, which is why the Customer itself is responsible for its final choice.

3.2. Quotations and price estimates are purely indicative, only serve as an invitation to order and do not bind MBSS. They do not constitute an offer. Quotations bind MBSS for one (1) month from the date of the quotation, provided they are accepted by the Customer without reservation. Such acceptance takes place expressly, by signing and returning the quotation. Until such acceptance, MBSS may revoke the quotation at any time. The Customer must check quotations for errors and verify that the proposal matches its needs and wishes.

If the Customer accepts the quotation subject to modifications or conditions, or only partially, or outside the aforementioned period, the quotation loses its binding force and such acceptance is deemed an offer from the Customer to MBSS. In the case of an offer from the Customer, the Agreement is formed if MBSS expressly accepts it, if MBSS accepts it implicitly by sending the products and performing the services, or if MBSS draws up a new quotation that is accepted by the Customer without reservation.

A quotation must be interpreted strictly. All necessary or additionally requested works or costs for which no price was expressly given are borne by the Customer. Even in the case of an absolute lump sum, additional works and additional costs may be proven and charged by all legal means. All amounts are exclusive of VAT, unless stated otherwise. VAT, taxes and other levies, present or future, are always borne by the Customer.

4.1. All invoices are payable in cash in euros. After delivery, MBSS sends the Customer an invoice, which must be paid in full and within fourteen (14) calendar days of the invoice date. Recurring services are invoiced periodically, in principle monthly, quarterly or annually depending on the chosen subscription. MBSS remains entitled to send interim invoices according to the progress of the services, and may suspend the start-up and delivery of its services until after payment, without prejudice to other rights.

4.2. Any debt that remains wholly or partially unpaid on the due date shall automatically and without notice of default bear interest of 12% per year from the due date until the day of payment, as well as a fixed compensation of 10% on the outstanding principal with a minimum of 125 euros per principal, without prejudice to the right to prove and claim higher damages and the right to compensation for legal and enforcement costs.

4.3. If a due debt remains wholly or partially unpaid, all of the Customer's debts not yet due become immediately payable. Payments made after the due date are first credited against interest, the penalty clause, legal costs and enforcement costs, and only thereafter against the principal.

4.4. The Parties mutually declare that these compensations do not create an imbalance, are not disproportionate to the harm that may be suffered by the other Party, and do not exceed the damage they could foresee at the start of the Agreement in the event of default.

4.5. In the event of non-payment of a single invoice on its due date, MBSS has the right to immediately and without notice of default stop all further deliveries; all invoices not yet due become immediately payable. Moreover, MBSS has the right in such circumstances to announce that it considers all ongoing contracts to be dissolved.

4.6. If, between the order date and the delivery date, a price increase occurs as a result of an exchange rate change or a change in any tax or levy, MBSS may always pass this on. In the event of a price increase, the Customer may withdraw from the purchase at the latest on the delivery date, subject to payment of a fixed compensation of 25% of the agreed price.

4.7. MBSS's prices may be revised according to the evolution of material prices, transport prices and rising labour costs, between the moment the order confirmation is signed and the moment of delivery. This is done on the basis of the price revision formula P = p {a + b (S/s) + c (I/i)}.

• P = the new price; p = the original price provided for in the order confirmation.
• a = the percentage of the price not subject to revision (a ≥ 0.20).
• b = the percentage of labour costs in the total price; S = the new wage index (the month preceding delivery); s = the original wage index (the month preceding the Agreement).
• c = the percentage of material costs in the total price; I = the new material index; i = the original material index.
• a + b + c = 1.

5.1. Deliveries are considered performed and accepted at the exit of MBSS's warehouses, unless otherwise agreed or unless delivery to another location clearly follows from the nature of the service. In the event of delivery to another location, transport takes place at the Customer's risk, regardless of the manner and conditions under which the transport takes place.

In other cases, the risk passes to the Customer as soon as it is able to receive the delivery. The Customer is obliged to make delivery possible; MBSS reserves the right to claim, among other things, storage costs. If a delay arises due to the Customer, the goods are stored at the Customer's cost and risk. In the case of delivery on location, the Customer ensures that the delivery location is normally accessible and that it or a representative is present; failing this, MBSS may freely choose to take the delivery back at the Customer's risk and cost.

5.2. Delivery times are given only as an indication and are approximate, without a formal obligation of result, and are respected by MBSS as far as possible. A deviation is not by definition a default and therefore does not by definition give the Customer the right to compensation or unilateral termination.

5.3. All cases of force majeure, or delay caused by the Customer (such as changes to the assignment) or by third parties (including suppliers), extend the delivery period, without right to compensation.

5.4. Delivery and assembly are not included in the price; these costs are borne by the Customer and are also stated on the invoice. If MBSS delivers outside its registered office and/or assembles, this is done at market-conforming time-and-materials rates, to be assessed at its discretion. All goods travel, including unloading, always for the account and at the risk of the Customer.

6.1. MBSS provides its services exclusively for the benefit of the Customer. Third parties cannot derive any rights from the work performed and its results. The full or partial assignment or pledging by the Customer to third parties of the Agreements with MBSS, or of the rights and/or obligations arising therefrom, is not enforceable against MBSS without its prior written consent. Assignment of obligations never releases the Customer, unless this is unambiguously apparent from that consent. MBSS, however, is always permitted to assign or pledge the Agreements or the rights and obligations arising therefrom to third parties.

6.2. MBSS is always permitted to cooperate with third parties (its own suppliers, subcontractors and specialists) in the full or partial performance of its obligations.

7.1. MBSS is only liable for damage resulting from its intent, its gross negligence or, except in cases of force majeure, the non-performance of its essential obligations. Its liability is limited, per claim, to once the amount of the price agreed for the performance of the assignment or actually invoiced (whichever is higher). For a recurring assignment, this is once the amount invoiced to the Customer during the six months preceding the damaging event, or from the start of performance if that period is shorter. This is subject to a maximum of the actual intervention of MBSS's professional liability insurer, any excess being borne by the Customer. If several claims arise from the same fault, they are considered as a single claim. MBSS can never be held liable for indirect damage, such as, but not limited to, financial and commercial losses, loss of profit, increase in costs, disruption of planning, disruption in software, loss of expected profit, capital or clientele.

7.2. Nor can MBSS be liable for damage that the professional or a third party may suffer as a result of the non-functioning or improper functioning of the products and/or services, for damage resulting from any advice given by MBSS in this respect, or for damage resulting from late, incorrect or incomplete delivery.

7.3. Except in the case of gross negligence or intent on the part of MBSS, the Customer shall indemnify and hold MBSS harmless against all claims of third parties, whatsoever, for compensation of damage and costs related to the products or arising from their use.

7.4. The Customer shall indemnify MBSS for all costs (legal costs, lawyers' fees, bailiff's costs, enforcement costs, …) arising from the collection of unpaid invoices.

8.1. Force majeure is the situation in which the performance of the Agreement by MBSS is wholly or partly, temporarily or not, prevented by circumstances beyond its reasonable control. Hardship is any change of circumstances, beyond MBSS's reasonable control, that seriously hinders the performance of its services and/or gives rise to disproportionate harm to its interests. There is no need for an unforeseeable, unattributable and/or unavoidable character to exist or be proven, provided that MBSS cannot rely on this when it results from its own intent or gross negligence, or that of its agents, or from the non-performance of essential obligations. MBSS notifies the other Party within a reasonable period. MBSS is not obliged to perform an obligation that is hindered by force majeure and/or hardship.

8.2. In the event of hardship, MBSS has the right to demand that, in good faith, alternative fair clauses be negotiated to remedy the hardship. In the event of force majeure or hardship lasting longer than three (3) consecutive months, MBSS is entitled to request or itself invoke the dissolution of the Agreement without liability and without any obligation to pay compensation. The same applies in the event of force majeure on the part of the Customer lasting longer than three (3) consecutive months.

9.1. If the Customer fails to fulfil one of its obligations and a third party as a result has brought or threatens to bring a claim against MBSS and/or its agents and employees, the Customer shall indemnify and hold them harmless for all loss, damage, expenses and liability directly or indirectly resulting therefrom.

9.2. The above-mentioned limitations of liability also apply to liability on the part of MBSS towards third parties, arising from cooperation with the Customer. The Customer indemnifies MBSS against any higher claim from that third party.

10.1. The Customer must formulate complaints in writing and by registered letter within the following periods, failing which the delivery and/or invoicing is deemed accepted:

• General complaint or visible defect: within five (5) calendar days of the delivery date.
• Hidden defect: within eight (8) calendar days of the discovery of the defect, if the Customer demonstrates that it could not reasonably have discovered the defect earlier.
• Invoicing: within ten (10) calendar days of the invoice date.

10.2. To be admissible, legal proceedings must be initiated by the Customer within a short and reasonable period after formulating an admissible complaint, with a maximum of six (6) months from delivery in the case of a visible defect, from discovery in the case of a hidden defect, or from the sending of the invoice in the case of a dispute over the invoice, subject to shorter statutory periods. Given the nature of the deliveries and the sector, the Parties accept these periods as reasonable. Disputes do not suspend the Customer's payment obligations.

If the Customer fails to timely and correctly fulfil one or more of the obligations incumbent on it, despite MBSS's compliance with its own due obligations, MBSS may wholly or partly suspend the performance of its further obligations until the Customer has fulfilled all its obligations. All costs and charges arising from such suspension (including, among others, standing and storage costs) are borne by the Customer and must be paid immediately. The Customer waives any compensation in the event that MBSS makes an error of interpretation in this respect, except in the case of intentional or gross fault. In this article, “Customer” means the Customer and its affiliated companies, and “MBSS” means MBSS and its affiliated companies. MBSS is not obliged to first suspend its obligations before invoking the end of the Agreement.

Services and goods for which it was agreed that ownership would pass to the Customer remain the property of MBSS until full payment of the principal by the Customer. All risks are nevertheless borne by the Customer from the moment of delivery. MBSS is permitted to reclaim unpaid goods on the due date without the Customer's prior consent. The Customer grants MBSS the right to enter its premises or site for this purpose.

As long as the Customer has not fulfilled its obligations, it is prohibited from selling, renting out, moving, pledging or processing the delivered goods without MBSS's prior written consent.

13.1. MBSS's order confirmation specifies whether, and to what extent, agreed services are provided on a one-off basis or for a fixed term. If nothing is agreed, the services are provided on a one-off basis. If a fixed term has been agreed, the Agreement cannot be terminated in the interim, unless expressly agreed otherwise. After the term, the Agreement is automatically renewed for one year; after renewal it may be terminated subject to three months' notice. MBSS is entitled, during the notice period, to invoice at least a compensation proportionally equal to what was invoiced during the twelve months preceding the notice, if the actual services turn out to be lower.

13.2. Unilateral termination by the Customer, without observing notice periods or in the absence of force majeure, renders payable a compensation of 25% of the agreed price, in addition to the agreed price for the remaining period. In the event of unilateral termination, the Customer owes a termination fee equal to the compensation that would have been invoiced during the rest of the fixed term. For an Agreement of indefinite duration, a compensation is due equal to what would have been invoiced during a notice period, calculated pro rata on the basis of the price of services invoiced during the twelve months preceding the termination. If the Agreement had not yet commenced, the termination fee amounts to 25% of the agreed price.

13.3. These compensations are set at a fixed amount but subject to proof by MBSS of higher damage. The Parties declare, given their specific conditions, the nature of the sector, the services and the planning of MBSS, that they consider these rates sufficiently proportionate to the harm that MBSS may suffer.

13.4. MBSS may terminate the Agreement immediately, without judicial intervention and without any form of compensation or notice, if the Customer fails to fulfil its obligations and/or when the continuation of the professional cooperation becomes impossible. Immediate termination is also possible, among other things but not exclusively, in the event of:

• a gross or intentional fault or serious negligence by the Customer;
• non-payment, dissolution proceedings, manifest insolvency or bankruptcy of the Customer.

This termination is regarded as a termination by the Customer and renders the rules thereon applicable.

All intellectual property rights and derived rights directly or indirectly linked to the services, goods and performances provided remain vested in MBSS or the entitled third party. Every concept, creation, working method, preliminary design, design, drawing and plan remains the property of MBSS.

If it should appear that a provision of the Terms or an Agreement is wholly or partially invalid, null or excessive in law, the Parties agree that this provision will automatically be reduced, and/or that the Parties or the court will reduce this provision to what is legally permitted at most, and/or that the invalid, null or excessive provision will be replaced as if it had always existed in its mitigated and/or valid version, a valid version that most closely approximates the actual and original intention of the Parties. These provisions therefore remain binding for the maximum part legally permitted. If nullity of a clause must nevertheless be found and it proves impossible even for the court to provide a valid replacement clause, this does not render the other provisions null and void.

All legal relationships between the Parties are governed exclusively by Belgian law. The application of the Vienna Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. Disputes concerning these legal relationships fall within the exclusive jurisdiction of the Belgian courts of the judicial district of Ghent division Dendermonde.

Multicall Business Services & Security NV — MBSS NV | Impestraat 23 bus 3, 9420 Erpe-Mere | 053 76 78 78 | info@checkinandoutatwork.be