11.1.1 All notices pursuant to these Terms shall be given by registered letter or express courier service (or by electronic mail confirmed by registered letter or by express courier service) to the address of The Supplier set out in these Terms or such other address as The Supplier may designate by notice given in accordance with this article.
11.1.2 Any notice pursuant to these Terms shall be deemed effective as of the following points in time:
- if sent by registered letter, on the date on which such letter is delivered or a first attempt at delivery is made;
- if sent by courier, on the date on which it is delivered;
- if sent by electronic mail, on the date that such mail is delivered.
The Supplier retains the right to change these Terms unilaterally. The changes are also applicable to the agreements that were already entered into. Changes to the Terms enter into force one (1) month after the written notification thereof. If the Client should not wish to accept the changes of the Terms, the Client has the right until the date of the entry into force to terminate the Contract by registered letter on the date of the entry into force of the changed Terms. If no such registered letter has been received by the Supplier before the date of the entry into force, the Client is deemed to have accepted – tacitly – the changes of the business terms after the date of the entry into force.
The Customer acknowledges that the Agreement is non-exclusive and agrees that The Supplier expressly reserves the right, and shall be entitled, to freely and validly promote and offer its Services to any individual, corporation or entity.
11.4 Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous communications, representations, or agreements between the Parties, whether oral or written, regarding the subject matter of this Agreement. The Customer’s terms and conditions shall not apply between the Parties.
11.5.1 Neither Party may assign or transfer any of its rights or obligations under these Terms to any person other than a company in which it holds more than 50% of the shares without the prior written consent of the other Party.
11.5.2. The Supplier may appoint any person as its agent or sub-contractor to exercise part or all of its rights, or perform part or all of its obligations, under these Terms, without the prior written consent of The Customer provided that, in such event, The Supplier shall have full responsibility towards The Customer for the performance of its obligations under these Terms, and any person acting as an agent or sub-contractor for The Supplier shall be bound by all terms and conditions of these Terms to which The Supplier is subject.
11.6.1 Any provision of these Terms held to be invalid or unenforceable by a court or arbitration panel of competent jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of these Terms
11.6.2. The Parties shall negotiate in good faith to substitute any such invalid or unenforceable provision with a valid and enforceable provision that is consistent with the intent of the Parties.
The Parties acknowledge that they will have to disclose confidential information to each other during the execution of these Terms
Each Party undertakes that it shall not at any time during and after termination of this Agreement disclose to any person any confidential information disclosed to it by the other Party concerning the business or affairs of the other Party or of any member of its group, including information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, market opportunities and customers (“Confidential Information”), except as permitted in the clause below.
Each Party may disclose the other Party’s Confidential Information:
- to its employees, officers, agents, consultants or subcontractors (“Representatives”) who need to know such information for the purposes of carrying out the Party’s obligations under these Terms, provided that the disclosing Party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this article as though they were a Party to these Terms The disclosing party shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this article; and
- as may be required by law, court order or any governmental or regulatory authority.
The Supplier can use the name(s), trademark(s) or trade name(s) (whether registered or not) of The Customer as a reference or for other promotional purposes, unless expressly agreed otherwise.
Neither Party’s failure to exercise any of its rights under these Terms shall constitute or be deemed to constitute a waiver or forfeiture of such rights.
11.10 Governing Law and Settlement Of Disputes
This Agreement shall be governed by and construed in accordance with the laws of Belgium.
Any dispute, controversy or claim arising out of or in connection with this Agreement, including without limitation the existence, validity, breach or termination thereof, shall be submitted to the exclusive jurisdiction of the courts of Brussels (Belgium). The proceedings shall be conducted in the French language.
Any provisions of the Contract that either expressly or by their nature extend beyond the expiration or termination of the Contract shall survive such expiration or termination.
Notwithstanding anything herein to the contrary, the Supplier may use the name of the Client and the performance of the Services in marketing and publicity materials, as an indication of its experience, and in internal data systems.
11.13 BINDING NATURE OF THESE TERMS AND RULE OF PRIORITY
The performing of the Services by the Supplier or the complete or partial payment of the fees or invoices by the Client implies that the latter is in agreement with these Terms and with the content of the Offer of Services.
(b) In the case of contradiction between the Offer of Services and the current Terms, the following priority regulation will apply between the above documents:
- the Offer of Services
- the current Terms