SALES TERMS & CONDITIONS

 

1. PARTIES

This contract is concluded between:
1.1 The Client, any major natural person or legal entity who orders services from GOlegal (hereinafter referred to as “the Client”) as a professional.

1.2 GOlegal (Legal Vest SPRL), ECB no. BE.0507.753.329, with registered office at 523, Avenue Louise, 1050 Brussels, BELGIUM (tel: +32.(0)2.880.82.69; e-mail: info@golegal.be); bank account (Belfius): BE70 0689 3184 0025 whose main website is https://www.golegal.be (or golegal.eu).

1.3 The Client and GOlegal are jointly referred to in the remainder of this Agreement as the “Parties”.

 

2. DEFINITIONS

2.1 Agreement: this GOlegal Service Agreement exclusively governing the contractual relationship between the Parties in connection with the use of the Services.

2.2 Service: all services offered by GOlegal, whether paid or free of charge.

2.3 Site: https://www.golegal.be or any other site operated by GOlegal and related computer systems.

2.4 VP: Value Points – the GOlegal work unit value.

 

3. SERVICE OPERATION

3.1 GOlegal offers legal and compliance services as well as legal and compliance projects with a competitive price-quality ratio and a focus on operational implementation.

3.2 GOlegal is a specialist in legal and compliance consulting and an alternative provider of legal and compliance services.

3.3 GOlegal provides its Services at fixed prices (with a few exceptions), fixed deadlines and a high degree of responsiveness.

3.4 GOlegal always brings together the most appropriate profiles and services providers for each assignment.

3.5 Clients may order the Services via the Site, by email (client@golegal.be) or by telephone (+32.880.82.69).

3.6 GOlegal processes its files until final delivery and remains at all times the Client’s point of contact.

3.7 GOlegal reserves the right to subcontract all or part of the services for which it is engaged.

 

4. CONSENT OF THE PARTIES TO THE APPLICATION OF THE CONTRACT

4.1 The consent to the Agreement is complete, without reservation, derogation or modification (unless in writing signed between the Parties); otherwise the use of the Site or the Services is prohibited.

4.2 Consent is evidenced, in particular, by the use of the Site, the Client’s registration on the Site, the acceptance of an estimate or offer, the order of a Service or the payment of one or more invoices.

4.3 Consent makes the Agreement applicable to the Parties and does not create any rights for third parties, directly or indirectly.

4.4 The applicability of the Agreement covers the entire duration of the relationship between the Parties and 5 more years, for the clauses of the Agreement which – if applicable by nature – remain in force beyond the end of this duration.

 

5. DURATION

5.1 The Agreement starts when GOlegal is in contact with a prospect (especially for confidentiality purposes) and ends upon final delivery of the Service or when the VP credit is exhausted or expired.

 

6. CLIENT’S OBLIGATIONS

6.1 The Client shall provide, in an exact, precise and exhaustive manner, the information concerning him/her.

6.2 The Client shall keep this information up to date. This information may have an impact on the Services and, as such, is in the Client’s interest.

6.3 For each Service, the Client shall provide the information and documents relevant to its request in an accurate, precise and exhaustive manner. The Client declares that he/she knows and accepts that any quotation from GOlegal is based exclusively on the information and documents for which GOlegal has confirmed receipt. The Client is responsible for the data he communicates and guarantees GOlegal against third party claims.

6.4 The Client declares that he/she knows and accepts that the Services offered at a fixed price only include what is explicitly proposed in their description.

6.5 The Client shall cooperate in the performance of the Service ordered so that it can be performed completely and without delay. He also undertakes not to interfere with its proper functioning.

6.6 The Client is solely responsible for the correct and lawful use of the Services and for the confidentiality of any access data to the computer systems made available to it by GOlegal.

6.7 The Client shall refrain, for a period of 12 months following the end of an assignment, from engaging or working with a supplier of GOlegal who has worked for it in the context of an assignment commissioned from GOlegal. Failure to comply with this obligation results in the immediate debiting of a recruitment commission of €30,000 excluding VAT.

 

7. GOLEGAL OBLIGATIONS

7.1 GOlegal shall ensure the availability and operation of the Site and the communication of information between the Parties before accepting an offer or quotation.

7.2 GOlegal treats the requests of each Client with diligence.

7.3 GOlegal reserves the right not to accept any assignment that a Client may wish to entrust to it.

7.4 GOlegal’s obligations are obligations of means.

 

8. TERMS AND CONDITIONS OF SERVICES

8.1 Except in exceptional cases, GOlegal offers all legal services at a fixed price.

8.2 In terms of sequence, GOlegal collects information from the Client and submits a free estimate corresponding to the Service(s) requested by the Client, which the latter is free to accept or not. If the quotation is accepted, GOlegal initiates the Service(s) and invoices the Client at the beginning of the mission or project. GOlegal then ensures the complete and compliant delivery of the Service(s). Exceptionally, for missions and projects lasting several months, invoicing may be carried out in several instalments (e. g. monthly) according to what has been agreed in the quotation or offer. In the absence of precision in the quotation or offer, the invoicing is considered as unique at the beginning of the mission or project.

8.3 The client has the possibility, but not the obligation, to entrust GOlegal with a delegation level in terms of quotation acceptance. In this case, GOlegal is not obliged to present a formal quote to the Client before starting the execution of the Service if it estimates that the cost of the Service is likely to not exceed the pre-agreed upon threshold defined together with the Client. Entrusting GOlegal with a delegation level is the sole responsibility of the Client. GOlegal cannot be held responsible and the Client cannot make any claim against the final cost of the Service in the event it ultimately exceeds the threshold. By default and without any instruction of the Client, the threshold is set to 0.

 

9. PRICES AND QUOTATIONS

9.1 Clients may purchase Services either on a one-off basis in EUR or through the purchase of VP packages. The larger the package, the lower the price of each VP in it, hence the lower the cost of the Service bought with those VPs.

9.2 In case of a one-off purchase, the service is invoiced as such for the quoted value.

9.3 In case of VP packages, the Client buys a reserve of VP by purchasing one or more VP package(s) each valid for a period of one year starting at the invoice date of the related invoice. Every point purchased corresponds to a single work unit value.

9.3.1 For each Service order above the potential pre-agreed upon threshold, an offer is released stating the number of VP corresponding to the mission total cost (unless otherwise specified). Once the offer is accepted, this number of VP is deducted from the Client’s balance of VP.

9.3.2 When the balance of points is insufficient, the Client has the possibility to purchase a new VP package.

9.3.3 In principle, points not consumed at the end the validity period are lost. As an exception, the remaining 25% of a VP package, if not yet consumed at the end of its validity period, can be extended by 1 year if a new pack is purchased before the end of the initial validity period.

9.4 All prices of GOlegal are mentioned excluding taxes; e.g. on the Website, the quotation(s) or invoice(s) sent to the Client.

9.5 No costs are due unless expressly stipulated otherwise.

9.6 The Client acknowledges that he/she knows and accepts that he/she does not have a right of withdrawal with respect to the Services once performance has begun.

9.7 The Client acknowledges and accepts that GOlegal may, in certain cases, specify in writing the scope and nature of its intervention in its offer and that these specifications prevail over the initial description of the assignment. The Client always has the possibility to accept or decline this offer.

9.8 Unless otherwise agreed, payment shall be made – possibly via an electronic payment system – before the start of the mission/delivery of the Services.

9.9 The various promotions, discounts and reductions of GOlegal are not cumulative.

 

10. PAYMENT AND INVOICES

10.1 Payment is made via an online payment service or by invitation from GOlegal, by bank transfer to bank account BE70 0689 3184 0025 (Belfius) for one-off services or BE24 0689 0758 1638 (Belfius) for VP pack purchases.

10.2 GOlegal reserves the right to use electronic invoices.

10.3 The default payment term for invoices is 15 calendar days, unless otherwise specified. In the event of late payment of one or more invoices/receivables of GOlegal and without prejudice to any other right or remedy, GOlegal is entitled to obtain default interest at an annual rate of 12% or the rate provided by default by the legislation in force on the due date of the receivable (Law of 02/08/2002 on combating late payment in commercial transactions (M.B. 07/08/2002) or subsequent law), the highest rate prevailing, as from the due date of payment with a minimum of EUR 75, unless an invoice is disputed in good faith. An administrative fee of 75 € may be charged for each payment reminder by e-mail or post. A penalty clause amounting to 10% of the total amount of the partially or totally unpaid claim is automatically due in the event of non-payment.

10.4 In the event of late payment, even partial, of any sum due to GOlegal, all recovery costs will be borne by the defaulting debtor, whatever the amount, whether the recovery is amicable and/or judicial and/or by way of bailiff or otherwise. The recovery costs per bailiff will be calculated in accordance with the Royal Decree of 30/11/1976 fixing the tariff of acts performed by bailiffs in civil and commercial matters as well as that of certain allowances.

10.5 Failure to pay one or more invoices from GOlegal despite the sending of a reminder is equivalent to the Client’s wrongful termination of the Agreement and authorizes GOlegal to discontinue any new Service order or any order in progress on a temporary or final basis.

10.6 Unless expressly stated otherwise, the contact persons identified in the contract or quotation are presumed to have their address at the company’s registered office identified by its VAT number or, failing that, at the address of the operating office or, failing that, at the address mentioned in the contract or quotation.

10.7 The Parties agree that the data recorded on GOlegal’s computer systems shall have the value of proof, in particular in the context of an order.

 

11. CONFIDENTIALITY

11.1 The Parties shall treat the information entrusted to them in strict confidence.

11.2 Neither Party shall disclose confidential information to third parties without the prior written consent of the other Party. This obligation applies during the relationship between the Parties and 5 years after their term.

11.3 The Parties may only disclose confidential information to their employees, agents, suppliers, subcontractors, consultants and related companies involved in the performance of the Services, provided that:

11.3.1 In the event of disclosure to a person or entity not employed by the Party providing the information, the Party shall, however, remain liable for any unauthorized disclosure. And that

11.3.2 Such person or entity is bound by a non-disclosure obligation at least as restrictive as that contained in the Agreement.

11.4 With respect to any confidential information of a Party disclosed to the other Party or otherwise coming into the possession of the other Party, the Party receiving the confidential information:

11.4.1 Takes all reasonable measures to ensure the security, retention and use of confidential information.

11.4.2 Does not use the confidential information for any purpose other than the performance of the Services mentioned in these Terms and Conditions or in any other contractual document between the parties.

11.4.3 Does not keep the confidential information longer than is reasonably necessary to fulfil its obligations to the other Party and either return the confidential information to the other Party, including any copy made thereof, immediately after all of the above obligations have been met, or destroy such confidential information after obtaining the written consent of the other Party to do so.

11.5 The Client declares that he is aware of and accepts that, in compliance with these provisions, GOlegal uses computer systems owned and operated by third party suppliers whose business is the provision of computer services in the broadest sense of the term.

11.6 No party shall be under any obligation to keep confidential information if:

11.6.1 It was already in his possession and was not subject to a confidentiality obligation.

11.6.2 It it has legally come into its possession independently of the party providing the Information.

11.6.3 If it is legally obliged to communicate it to a judicial or administrative authority, provided that it gives the other party sufficient notice of this obligation, so that the other party has a reasonable opportunity to object to the communication.

11.6.4 In the context of a commercial reference, GOlegal may use the name of the Client after having agreed with the person to whom this information is communicated that it will remain confidential.

11.7 GOlegal is however entitled to disclose any information relating to a Party that does not comply with the Agreement.

 

12. INTELLECTUAL RIGHTS

12.1 Each Party is and remains the owner of all intellectual property rights not explicitly transferred pursuant to a written agreement on its assets, including, but not limited to, its documents, opinions, recommendations, texts, trademarks, logos, trade names, graphic charters and domain names.

12.2 The Client grants GOlegal and its subcontractors or potential suppliers the right to use the information it sends them for the sole purpose of performing the Services to the exclusion of any other use.

12.3 Neither Party shall use the trademarks, trade names or company names, logos or other intellectual property rights of the other Party in any way without the prior written consent of the other Party, except the right for GOlegal to use the names, trademarks and logos of a Client solely for commercial reference purposes, if any.

12.4 The Client receives from GOlegal an non-assignable, non-transferable, and non-exclusive license, for the period authorized by the Agreement, to use the Service and the items delivered to the Client by GOlegal in accordance with the use described at the time of the order.

12.5 The rights described above are subject to the Client using the Services in accordance with the Agreement, the relevant documentation, applicable law and for legal purposes only.

12.6 Unless otherwise agreed in writing by GOlegal, all uses not expressly permitted by the Agreement are strictly prohibited. If the Client wishes to resell the GOlegal Services, GOlegal’s prior written consent is required. The following uses in particular are prohibited (non-exhaustive list):

12.6.1 Any reuse, resale or distribution of the Services other than those expressly authorized in writing by GOlegal (in this case contact GOlegal who will process your request as soon as possible);

12.6.2 Any sale, license, rental, distribution, publication, communication, insertion, transmission, projection or reverse engineering of the Services or products derived from the Services;

12.7 Unless otherwise agreed in writing, the Client may not resell the Service or incorporate GOlegal documents, products and Services into its own products and services.

12.8 GOlegal expressly reserves the right to use its right of destination in the context of the information published on its website, relating to one or more specific services.

 

13. RESPONSIBILITY

13.1 After the Client’s order, the Services are performed and delivered to the Client under the responsibility of GOlegal, which has a professional liability insurance of EUR 1M per claim and per insurance year. GOlegal also transfers to the Client any other guarantees it may obtain from third parties.

13.2 GOlegal is entitled to consider that any information and/or documents provided by the Client are accurate, current, complete and reliable.

13.3 GOlegal offers support and assistance. However, the final responsibility for the effective implementation of the recommendations rests with the client. GOlegal relies only on information available at the time the Services are provided but cannot guarantee the Client’s continued compliance on the basis of developments subsequent to the delivery of the services.

13.4 In the event that the Client should suffer any damage relating to one or more Services, compensation for the Client’s damage is conventionally limited to the amount corresponding to the price of the Service or Services relating to the alleged damage.

13.5 GOlegal shall not be liable on the basis of undisclosed or inaccurate information or on the basis of advice not performed or performed in a non-compliant or late manner, or on the basis of the reuse of the Services outside the context of the order in which they were delivered without GOlegal’s prior consent.

13.6 GOlegal cannot be held responsible for malfunctions or unavailability of computer systems, whether or not they cause damage to the Client or a third party, for incorrect or imperfect use of the system by the Client, for the loss of confidentiality of passwords or access codes, for service defects in telecommunications networks, for data communicated by the Client (of which GOlegal is deemed to receive only a copy) and for their storage.

13.7 GOlegal shall never be liable to the Client for the following types of damage resulting from the use or inability to use GOlegal’s services: (a) indirect or unforeseeable damage, (b) expected loss of profits or gains, (c) loss of data or other data breaches, loss due to computer viruses, (d) loss of or damage to property, (e) claims by third parties and (f) fines or penalties imposed by public authorities or other entities with similar enforcement powers, in all cases, directly or indirectly or (g) damage suffered by third parties to the Agreement.

13.8 The Client is responsible to GOlegal for compliance with this Agreement, applicable laws and, where applicable, the rights of third parties. GOlegal accepts no liability to third parties, including the Client’s Clients, if any.

13.9 The Client expressly waives any action against GOlegal employees, it being specified that this limitation does not affect the extent of GOlegal’s liability for the actions of its employees.

13.10 If the Client reuses a Service provided in the past, it is the Client’s responsibility to verify that the information has not been updated in the meantime and to accept that GOlegal cannot be held liable for such reuse.

13.11 The Client understands and accepts that if it does not apply GOlegal’s recommendations or modifies a document without GOlegal’s approval, it may alter its legal position without GOlegal being held liable for the consequences of such changes.

13.12 Nothing in the Agreement limits GOlegal’s liability for death or physical injury, or for fraud or deceit, or in cases where the law prohibits limitation of liability.

 

14. SERVICE BOUNDARIES

14.1 In some cases, GOlegal may recommend to the Client changes in its legal provisions that it uses either to better protect its interests or to facilitate the use of these documents. The application of such recommendations is the responsibility of the Client.

14.2 Unless otherwise expressly stated, the Services are subject to Belgian and European law as interpreted by the Belgian and European Courts and Tribunals and may not be appropriate in the context of other national jurisdictions or laws, unless otherwise provided.

14.3 With regards to the Client’s situation, the Services only take into account the information that the Client has provided to GOlegal and not all the particular circumstances or the impact of certain elements not known to GOlegal on its legal situation.

14.4 GOlegal does not assume any archiving, time-stamping or other roles outside the missions expressly accepted by GOlegal.

14.5 GOlegal always reserves the right to refuse an assignment and does its best to propose to the Client the solution that best suits its interests.

 

15. COOPERATION

15.1 The Client undertakes to cooperate with GOlegal in a prompt and efficient manner in the performance of the Services and, in particular, to proactively provide all relevant information and documents relating to each request, unless expressly requested, in digital form.

15.2 Failure to comply with the above principles of cooperation may result in the recognition of additional engagements. Thus, for example, if a request from the Client to GOlegal fails to mention key elements of the difficulty to be resolved, in particular elements that would be unfavourable to the Client (e.g. debt to the other party), GOlegal reserves the right to consider the continuation of the intervention as a new intervention.

15.3 In the event of the Client’s useful non-cooperation within one month of the delivery of the provisional or final version of the services, the service is automatically considered completed, accepted by the Client and closed.

16. SERVICE SUSPENSION

16.1 Immediate suspension of the Services may occur:

16.1.1 In the event of non-payment of invoices or serious doubts as to the Client’s compliance with one or more contractual obligations.

16.1.2 From time to time for reasons of maintenance or force majeure.

 

17. INTERRUPTION OF SERVICES

17.1 The Services may be interrupted for cause, immediately by either Party upon written notice to the other Party in the event of gross negligence, fraud or wilful misconduct by the other Party.

17.2 Without prejudice to its rights, in particular, to compensation for any damage, GOlegal is entitled to immediately terminate the service without compensation or to cancel an order in progress if:

17.2.1 The Client breaches any of its material contractual obligations.

17.2.2 The Client is in default of performing its contractual obligations despite the expiry of a period of 14 calendar days following a written notice of default sent to it by GOlegal.

17.2.3 The Client fails to use in good faith and in accordance with these provisions the computer systems made available to him.

17.2.4 The Client fails to pay any amount due within 14 calendar days of the contractual due date.

17.2.5 The Client is in a situation of suspension of payment, liquidation, dissolution, collective settlement of debt or bankruptcy.

17.2.6 GOlegal is liable to the Client or GOlegal has had to indemnify the Client.

 

18. PROTECTION OF PRIVACY AND PERSONAL DATA

18.1 GOlegal undertakes to comply with the provisions of the applicable legislation on the protection of personal data and the Privacy Policy available online on the GOlegal website.

18.2 GOlegal makes every effort to ensure that Clients’ personal data are processed and stored on certified and secure technical infrastructures located within the European Economic Area in order to protect IT security from the collection, storage and processing of your data.

18.3 Unless otherwise agreed, GOlegal acts as a “Data Processor” for the Client on the basis of its Data Processing Agreement available upon request though privacy@golegal.be.

 

19. RESTRICTIONS AND SECURITY

19.1 The Client may not:

19.1.1 Misuse the Services;

19.1.2 Register under a false name, with incorrect data or by mentioning false or non-current qualifications;

19.1.3 Use the Services in such a way as to obtain an undue advantage;

19.1.4 Use the Site or a Service to explore, copy, reproduce or otherwise imitate the Services, GOlegal’s business model or the design of the Site;

19.1.5 Post illegal content, unsolicited communications (spam, etc.), harmful computer code;

19.1.6 Copy all or part of the Site or Services;

19.1.7 Use the Site or Services for illegal purposes.

19.2 GOlegal reserves the right to refuse access to the Site or Services to any person at any time, for any reason or without reason.

 

20. APPLICABLE LAW AND COMPETENT JURISDICTION

20.1 It is GOlegal’s policy to prosecute violations of this Agreement.

20.2 The Agreement shall be governed by and interpreted in accordance with Belgian law. Disputes between the Parties that cannot be resolved amicably shall be subject to the exclusive jurisdiction of the Belgian courts, sitting in Brussels in French.

20.3 For a complaint against GOlegal to be valid, it must be filed within 4 months of the performance of the disputed Services or the discovery of the element on which the complaint is based.

 

21. GENERAL INFORMATION

21.1 Modification: the Agreement may be modified in which case Clients have the right to refuse its application by discontinuing their use of the Site and Services. Otherwise, Clients shall be deemed to have accepted such amendments.

21.2 Proof : The Client acknowledges that computer data related to its use of the systems made available to it by GOlegal may be used as evidence, if any, and therefore expressly agrees not to dispute their use in this capacity, regardless of the context.

21.3 Representation: When GOlegal is consulted by a company, an NPO, a professional association or a foundation (and generally by any legal person), the directors and partners of this legal person declare themselves expressly, without any reserve and irrevocably, as united and indivisible codebtors of all the amounts due to GOlegal by the legal person.

21.4 No Waiver: Any delay or failure on the part of a Party to detect, protect against or remedy to the failure of the other Party to fulfil any of its obligations under the Agreement shall not constitute a waiver of the rights of the aggrieved Party in this respect. No waiver of any provision of the Agreement or of any right or obligation of any Party shall take effect other than in accordance with a written document signed by one or more authorized representatives of the Party expressly waiving compliance therewith. This waiver is effective only in the specific case and for the specific purpose specified in the said signed document.

21.5 Rights of third parties: Unless otherwise agreed, the Agreement does not give rise to any rights for the benefit of third parties.

21.6 Severability: The invalidity or illegality of any provision of the Agreement or the impossibility of performing it shall in no way affect the other provisions of the Agreement. The Parties shall agree on a new provision producing the same effects, subject to the fact that the spirit of the Agreement shall be affected as little as possible. The provisions of the Agreement are severable, so that the other provisions are not affected.

21.7 Prohibition of Assignment: Neither Party may assign its obligations under the Agreement without the prior written consent of the other Party.

21.8 Control: GOlegal reserves the right to control the conformity of the use of its Services with these provisions.

21.9 Non-solicitation: the Client shall refrain from soliciting, contracting or hiring one or more GOlegal workers, subcontractors or service providers during the duration of the Service and during the 12 months following the end of the performance of a Service. This clause applies to Lawyers, jurists, legal interims and all other service providers presented to the Client, whether or not the latter has decided to accept GOlegal’s offer relating thereto.

21.10 Survival: The provisions of the Agreement which by their nature remain valid after the termination of the Services for any reason whatsoever, shall remain in effect until their full performance, including provisions relating to confidentiality, applicable law and disputes, warranty, compensation, intellectual property rights, liability, inspection, mandatory controls and survival, notwithstanding any obligation to restore the original condition arising from the termination of the applicability of the Agreement.

21.11 This text is the intellectual property of GOlegal and may not be used for any purpose other than to regulate the contractual relations between GOlegal and its Clients.

Last update: July 2019