Provision of services CONTRASTE EUROPE SA/NV and its affiliated companies

Having evaluated and understood CONTRASTE EUROPE’s services, (or those of one or more of CONTRASTE EUROPE’s affiliated companies), and having received all the information necessary, the Customer acknowledges having taken the decision to benefit from these services (referred to as SERVICES in this document).

These general terms and conditions of sale (hereinafter referred to as the GTCS) and the order form are an integral part of the Order and together they form an indivisible whole, constituting a contract. The GTCS shall prevail in all circumstances over the Customer's general terms and conditions of purchase, when they exist, and the Customer expressly accepts these GTCS during the performance of the Order. This is an essential and determining condition of the Order. The Order may only be modified by special conditions expressly accepted by CONTRASTE EUROPE. The order confirmation will prevail over the GTCS, in case of contradiction.

The purchaser is referred to as the "CUSTOMER" and is defined below as the company or natural person, indicating their agreement to the offer contained in the price quote, issued by the seller. The seller CONTRASTE EUROPE SA, or one of its affiliated companies, is referred to in this document as "CONTRASTE EUROPE". 

Only the French version of these general conditions is legally binding. Any translation is for information purposes only.

In the remainder of this document, the term PARTY refers to either the CUSTOMER or CONTRASTE EUROPE. The term PARTIES refer to both the CUSTOMER and CONTRASTE EUROPE.

I - Prices and terms of payment

The CUSTOMER agrees to pay CONTRASTE EUROPE the price of the services agreed between the PARTIES throughout the duration of the intervention. Similarly, the CUSTOMER undertakes to pay the invoices in full.

Prices:

By express agreement between the PARTIES, the prices are defined by the financial conditions of the order confirmation.

Unless expressly stated otherwise, all prices are stated in EURO, exclusive of VAT. Applicable taxes and duties will be added at the time of invoicing.

This price can be adapted, e.g. it can be indexed, according to the evolution of the economic context.

The price never includes additional costs such as travel expenses (including all necessary means of transport, parking, etc.). Unless expressly agreed otherwise in the quotation, these costs are always invoiced in addition. The time required for travel is also invoiced at the normal hourly rate.

CONTRASTE EUROPE will send invoices to the address of the CUSTOMER's registered office. Unless otherwise stated in the proposal, invoicing takes place after the execution of the services.

Payments will be made by bank transfer on the due date of the invoice.

Terms and conditions in the event of non-payment of services:

Any delay in payment shall automatically and without prior formal notice give rise to interest on arrears based on one and a half times (1.5) the legal interest rate, calculated from the due date of the unpaid invoice, with any month commenced being due in full. The CUSTOMER will be billed for any collection costs relating to the unpaid invoice.

A question or dispute raised by CUSTOMER over the sums invoiced by CONTRASTE EUROPE does not remove the obligation to pay these sums within the agreed term. 

In the event of a delay in payment of more than ten (10) days from the due date of the unpaid invoice (partially or totally unpaid), CONTRASTE EUROPE is entitled to suspend the supply of its service until the situation has been completely regularised, without any formalities, without releasing the CUSTOMER from its obligation to pay, subsequent invoicing not being affected by the period of suspension. The performance of the service will only be re-established once full payment of the outstanding sums has been received. Any unpaid, suspension and re-establishment costs will be the responsibility of the CUSTOMER, who will not be able to request any compensation from CONTRASTE EUROPE due to the interruption of the performance of the service following a payment incident, nor engage its responsibility as a result. Of course, CONTRASTE EUROPE reserves the right to take any action, including legal action, necessary to compensate CONTRASTE EUROPE for any damages. CONTRASTE EUROPE may subsequently claim as a result of this payment incident.

If the CUSTOMER fails to fulfil its payment obligation within ten (10) days of the suspension of the service, the Contract may be unilaterally terminated by CONTRASTE EUROPE, in accordance with the conditions defined in the article "Termination" to the detriment of the CUSTOMER, who will bear all the direct or indirect consequences.

II. The customer's responsibilities

The responsibilities enumerated in this section must be ensured without involving costs to be borne by CONTRASTE EUROPE.

The customer accepts to assume the following responsibilities to allow CONTRASTE EUROPE to respect its commitments:

• During the whole duration of the contract, the CUSTOMER will put at the disposal of CONTRASTE EUROPE an interlocutor, a preferred point of contact to answer any question, take the necessary decisions and to express their agreement on the specifications during their production. This contact will have the authority to act on behalf of the CUSTOMER in all aspects of the contract.
• When the work is to be performed onsite at the CUSTOMER premises, the CUSTOMER will provide the following basic facilities: office space, office supplies, furniture, telephone and other facilities equivalent to those provided to its own employees.
• The CUSTOMER will also provide access badges to the buildings and car park.
• CUSTOMER will provide all guidelines for ensuring correct execution of the services, including, but not limited to, security guidelines
• The CUSTOMER will make the necessary staff available for any meetings required for the proper delivery of the services by CONTRASTE EUROPE.
• The CUSTOMER’s staff who will be assigned to the mission of working closely together with the CONTRASTE EUROPE staff will have all the required skills to do so.
• The CUSTOMER will react to CONTRASTE EUROPE's requests (such as, for example, requests for information or approval of deliverables, invitations to meetings, etc.) within the reasonable deadlines indicated by CONTRASTE EUROPE, and, in general, within deadlines allowing CONTRASTE EUROPE to fulfil its commitments.

III - Personnel

Maintaining the workforce

With its offer, CONTRASTE EUROPE has provided the list of people likely to be involved in the delivery of the services.

Throughout the execution of the work, except in cases of force majeure, CONTRASTE EUROPE undertakes to maintain the team initially planned, unless the CUSTOMER expressly requests otherwise, providing a reasonable and founded justification.

Legal provisions

CONTRASTE EUROPE recruits, remunerates, trains and manages under its sole responsibility the personnel required to carry out the services. It appoints a manager who will settle with the CUSTOMER all technical and administrative problems relating to the execution of the Contract throughout its duration.

The work will be carried out in the premises of CONTRASTE EUROPE or the CUSTOMER, depending on the needs of the services to be executed.

IV - Sub-contracting

In view of the specific nature of certain services, the CUSTOMER formally acknowledges and accepts that CONTRASTE EUROPE may use, under its sole responsibility, any external consultant or sub-contractor to carry out all or part of the service under the Order.

V - Non-Solicitation of Personnel

During the term of this Contract, and for at least two (2) years after termination of the contractual relationship, the PARTIES refrain from hiring, seeking to hire, directly or indirectly, or through an intermediary, in any form whatsoever, and under any status or contract whatsoever (contract of employment or contract for the provision of services), any employee of the other party or of one of the companies affiliated to the other party, or forming part of the same group as the other party, regardless of their function or status.

If one of the PARTIES fails to comply with this agreement, it undertakes to compensate the other party by immediately paying it a sum equal to the income generated by this employee during the twelve (12) months prior to his/her departure from the other party.

The injured party may claim greater compensation if it can prove that the damage suffered exceeds the amount provided for in the previous paragraph.

Adjustments to this agreement may be made if the General Management of the other party, and only it, gives its express agreement to the first party, authorising it to employ one of its staff members.

VI - Confidentiality

Each of the PARTIES will keep strictly secret and undertakes not to divulge or communicate to any third party any information belonging to the other party of which it may become aware because of this Contract, and agrees to consider such information as strictly confidential, whether or not it is covered by intellectual or industrial property rights.

This information concerns any document, any information of any nature whatsoever, exchanged on any medium whatsoever and in any manner whatsoever, in particular orally, on the occasion of meetings or interviews belonging to the other PARTY relating in particular to economic, technical, commercial, know-how or methodological aspects.

Unless otherwise agreed in writing between the PARTIES, these obligations shall remain in force for the duration of this Agreement plus two (2) years following its termination.

If one of the PARTIES fails to comply with its obligations under this Agreement, the affected PARTY may give formal notice to the other PARTY to comply with its obligations under this Agreement. If this formal notice by registered letter with acknowledgement of receipt remains unfruitful for a period of ten (10) days after notification, the other PARTY will be entitled to take any action (including legal) that may be necessary against it and/or against any co-perpetrator or accomplice, and to claim damages.

VII - Co-operation and loyalty of the parties

The PARTIES acknowledge the importance of their respective effective co-operation and loyalty to the proper performance of the Order. They undertake to use their best endeavours to facilitate the exchange of information necessary for its performance.

If a difficulty arises during the execution of the service, the necessary co-operation of the PARTIES commits them to alerting the other PARTY as soon as possible and to working together to implement the best solution as soon as possible. To this end, the CUSTOMER will provide CONTRASTE EUROPE staff with all documents, information and existing elements necessary for a good understanding of the problems that may arise.

VIII - Liability

Any complaint of any nature whatsoever must be sent by the complaining PARTY by registered letter with acknowledgement of receipt, setting out the grievances in detail and listing the provisions infringed, to the registered office of the PARTY concerned. Any claim and/or dispute must be made no later than eight (8) working days from the date of the event giving rise to the claim, failing which it will be forfeited.

The CUSTOMER formally acknowledges and accepts that CONTRASTE EUROPE cannot be held responsible, directly or indirectly, in any way whatsoever, for damage caused by force majeure, or for any commercial loss, loss of customers, orders, production, profits, turnover, brand image, files or data (business or personal), commercial disturbance or action taken against the CUSTOMER by anyone whatsoever.

It is the ’CUSTOMER’s responsibility to ensure:

• The choice of services, their type and quantity, selected at the time of the Order, and their suitability for the ’CUSTOMER’s needs;
• Compliance with the extent of the rights granted by CONTRASTE EUROPE and the conditions of use of these services;
• Use of the services chosen in accordance with their intended purpose; 
• Legal or regulatory declarations.

In any event, the amount of damages and interest due under the responsibility of CONTRASTE EUROPE cannot exceed the amount it received for the execution of the SERVICES, until the date of the event giving rise to the CUSTOMER complaint.

Delay:

In the event of a delay exclusively attributable to CONTRASTE EUROPE in the delivery of the services for which it is responsible, the CUSTOMER is entitled to request to CONTRASTE EUROPE to pay for penalties for the delay, of up to 0.05% per day of delay -- capped at 10% -- of the total cost of the SERVICES at the date of signature of this Contract.

IX - Transfer

The CUSTOMER is prohibited from transferring, pledging or transmitting in any way whatsoever to a third party all or part of the rights and obligations which he holds under the Order, without the prior and express written consent of CONTRASTE EUROPE.

X – Intellectual Property and Licence to use

In the case of a sale, CONTRASTE EUROPE retains ownership of the goods sold until full payment has been received. In the case of services including a transfer of intellectual property, this transfer is conditional upon effective payment of the full amount of the corresponding invoice. In the case of services including a licence to use products (hardware or software) owned by CONTRASTE EUROPE, this licence to use is granted only after effective payment of the full amount of the corresponding invoice. 

XI - Data Protection

CONTRASTE EUROPE as data controller collects and processes personal data only for specified, explicit, and legitimate purposes. The legal bases for processing personal data include contract performance, consent, legal obligations, and legitimate interests. CONTRASTE EUROPE implements & periodically reviews appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or destruction. In the event of a data breach, CONTRASTE EUROPE will notify the affected data subjects and relevant authorities as required by GDPR.

In the absence of a formal data processing agreement, these General Terms and Conditions of Sale shall prevail and govern the processing of personal data.

Data subjects have the right to access, rectify, or erase their personal data, and to restrict or object to our processing of their data. They also have the right to data portability and to withdraw consent at any time. Requests can be made by contacting our Data Protection Officer at dpo@contraste.com or by contacting our privacy team at contrasteprivacy@contraste.com.

CONTRASTE EUROPE engages third-party processors who comply with GDPR to process personal data on behalf of CONTRASTE EUROPE. If personal data is transferred outside the EEA, CONTRASTE EUROPE ensures that appropriate safeguards, such as standard contractual clauses, are in place.

Personal data is retained only for as long as necessary to fulfill the purposes for which it was collected, as outlined in CONTRASTE EUROPE’s data protection policy.

For any questions or concerns regarding data protection, please contact CONTRASTE EUROPE’s Data Protection Officer at dpo@contraste.com. Data subjects also have the right to lodge a complaint with a supervisory authority.

CONTRASTE EUROPE as data processor acts on behalf of CUSTOMER, who guarantees the specified, explicit and legitimate purposes of such processing. CUSTOMER guarantees that it acts and behaves in full compliance with the GDPR. CUSTOMER commits to provide CONTRASTE EUROPE with all due instructions, in a timely, complete and correct manner. CUSTOMER commits to hold CONTRASTE EUROPE harmless of any third party claim, provided CONTRASTE EUROPE has acted in full concordance with CUSTOMER’s instructions.

XII - Force majeure 

Neither PARTY to the Order shall be liable for the partial or total non-performance of its obligations or for any delay in the performance of its obligations, if such non-performance or delay was caused by an event of force majeure as determined by the case law of the Belgian courts, at the date of the event giving rise to it. The occurrence of an event of force majeure shall automatically suspend performance of all or part of the Order, if this is deemed required by one of the PARTIES.

XIII- Termination

Either PARTY shall be entitled to terminate the Order unilaterally, ipso jure and without legal formalities, in the event of a breach of the Contract which has been the subject of formal notice sent by registered letter with acknowledgement of receipt setting out the reason for the breach and which has remained without reply for a period of twenty (20) days following notification.

In the event of termination of the Contract, the CUSTOMER will retain the elements available and already paid for at the date of termination. Reciprocally, CONTRASTE EUROPE will keep the sums paid or still to be paid for the work already carried out.

The exercise of this right of termination does not exempt the defaulting PARTY from fulfilling its obligations under the Order, until the effective date of termination.

Notwithstanding the case where termination is pronounced for CONTRASTE's failure to fulfil its obligations, CONTRASTE EUROPE will be entitled to full payment of the fees due for the current Order until the effective date of termination.

XIV - Completeness of the Order - Waiver - Partial invalidity

The Order form, the provisions of these GTCS, including the preamble and any amendments thereto, express all the commitments made by the contracting parties within the scope of the GTCS.

The Order cancels and replaces any written or verbal agreements submitted or exchanged between the parties prior to its signature with the same scope. No other document shall give rise to new obligations under the Order, unless it is the subject of an amendment signed by both PARTIES and appended to the Order.

The fact that one of the PARTIES does not invoke on a permanent or temporary basis the existence of total or partial breach of any of the clauses of the Order, shall not constitute a modification or deletion of the said clause, or a waiver of the right to invoke previous concomitant or subsequent breaches of the same or other clauses. Any such waiver shall only be effective if it is in writing and signed by the person duly authorised to do so of the relevant PARTY.

If any of the stipulations of the GTCS or the Order Form are declared null and void by a rule of law or a court decision that has become enforceable, they shall be deemed unwritten. However, the other provisions of the Order shall remain in full force. The PARTIES shall then endeavour to negotiate, in good faith, an equivalent replacement clause corresponding to the spirit and purpose of the Order, so as to bring it to completion under the best possible conditions.

XV - Delivery methods

By express agreement, the signing of this Contract by the CUSTOMER implies acceptance of electronic means (e.g. e-mail, file transfer) as the delivery method for all digital deliverables of the SERVICES.

XVI - Delivery times

All lead times set out in the Order are, unless otherwise stipulated, calculated in working days, the definition of working days being deemed to be Monday to Friday inclusive on non-holiday days in the relevant place of delivery.

XVII - Reference - Publication

CONTRASTE EUROPE is authorised to use, in its general and commercial communication, the names, logos and web addresses of the CUSTOMER and to briefly describe the SERVICES, without however communicating confidential information.

XVIII - Contractual clause relating to security

When the services are provided onsite at the CUSTOMER premises, or using the infrastructure managed by the CUSTOMER,  the CUSTOMER is entirely responsible for the security of its computer systems. It is the Customer's responsibility to take the technical and organisational measures required to maintain this security. This includes, but is not limited to:

• access protection (intrusion protection devices, firewalls, strong user identification policy, requirement for strong passwords, multiple-factor authentication, etc.),
• detection of illicit access (intrusion detection, repeated connection attempts, logging of events, etc.),
• protection against malware (viruses and crypto viruses, Trojan horses, worms, ransomware, rootkits, spam, etc.),
• data protection (appropriate data backup policy, backups testing, access restrictions, etc.),
• when relevant and applicable, compliance with data protection legislation (e.g. GDPR) and other relevant standards (e.g. ISO 27001).

It is the responsibility of the staff of CONTRASTE EUROPE to respect the information security policies put in place by the CUSTOMER and to be compliant with any instructions received linked to them.

CONTRASTE EUROPE and its staff may not be held liable for any damage resulting from an incident due to a failure in the CUSTOMER’s security measures.

This clause always applies, except in cases where the subject of the contract includes services or deliverables explicitly related to the security of the CUSTOMER’s IT systems. In the latter case, the exact scope of the services and deliverables must be specified, as well as the related limits of liability.

XIX – Service Level Agreement (SLA) by default for Service Desk services

When the Offer made by CONTRASTE EUROPE or the Order signed by the CUSTOMER do not include a Service Level Agreement for the delivery of specific services, the SLA that applies by default is described in the remainder of this clause.

The measurement and reporting of the KPI listed below is performed on a quarterly basis. The calculations and the summary tables cover a period of 13 months. This allows to keep the control on the seasonal changes of workload.

Service Levels

Tickets priority definitions

Incidents detected or reported by the end users, as well as requests sent to the Service Desk, are classified on a scale of three priorities. These priority levels allow the definition of the KPI applicable for each ticket. The reporting party (Service Desk agent or end user) or the requestor, proposes the priority classification for the ticket. Such proposition is then reviewed by the Service Desk agents against the formal definitions provided below. If a change of priority is required, this is discussed between the concerned parties and a common agreement is made, based on the definitions below.

Ticket with Priority 1 – Blocking incident

Incidents or defects that interrupt the service, or seriously compromise it. A typical example of the use of this priority 1 for an incident ticket is when the Microsoft Office 365 (O365) service is not working for the users, or it generates serious error messages when they are trying to use the service.

Ticket with Priority 2 – Major incident

Incidents or defects that strongly impact the normal working mode, yet not interrupting or seriously compromising it. A typical example of the use of this priority for an incident ticket is when the O365 service is working for the users, yet it is in degraded mode, e.g. with lower performance or when it generates error messages while they are using the service.

Ticket with Priority 3 – Incident

Incidents or defects that strongly impact the normal working mode for an individual or a small population of users, yet not interrupting or seriously compromising it. A typical example of the use of this priority for an incident ticket is when the O365 service is working for a user or small group of users, yet it is in degraded mode, e.g. with lower performance or when it generates error messages while they are using the service.

Ticket with Priority 4 – Minor incident or Request for service

All other incidents or defects that do not significantly impact the usage of the service, or requests for service.

XX - Update to Terms and Conditions

CONTRASTE EUROPE may update these terms and conditions from time to time. Any changes will be communicated through the website www.contraste.com , and continued use of our services will signify acceptance of the updated terms.

XXI - Applicable law and competent court

The Order shall be governed by Belgian law. Any dispute relating to the creation, interpretation, performance or validity of the Order or any of its clauses which the PARTIES are unable to resolve amicably shall be submitted to the exclusive jurisdiction of the Commercial Court of Brussels.