Terms and Conditions
for Services

 The present General Terms and Conditions for Services apply to all services performed by Briteflo for its clients. Services are in all cases performed by the conclusion of an Order Form between Briteflo and the client.

1      Definitions

“Affiliate” means any entity which is controlling, controlled by, or under common control with, the addressee of these General Terms as may be appropriate, including without limitation any natural persons controlling relevant legal entities.

“Briteflo” means Briteflo SRL, a Belgian corporation, with registered offices at Cantersteen 47, 1000 Brussels, registered with the Crossroads Bank for Enterprises under the number 0770.868.502.

“Briteflo IP” means any work of authorship, materials, information, technology, including web-based technologies and algorithms, calculation methods, ideas and tools, and trade secrets in the sense of the Belgian Law on the Protection of Trade Secrets, and other intellectual or industrial property owned by, licensed to, or developed by Briteflo and used in connection with the performance of Services, including any modifications or enhancements thereto and derivative works based thereon.

“Client” means the legal entity or natural person executing an Order Form that references these General Terms or engaging the Services of Briteflo through any other medium.

“Confidential Information” means any information, trade secrets, or other proprietary information which is either expressly designated as confidential or is confidential by implication, including, except as otherwise agreed in the applicable Order Form, the Deliverables.

"Deliverables" means any deliverables and results identified in the Order Form, to be provided to the Client by Briteflo as ruled by these General Terms.

“General Terms” mean these General Terms and Conditions for Services, except as explicitly otherwise stated, including any Order Forms attached to it or concluded under these General Terms.

"Order Form" means the form containing an overview of the Services , falling under the scope of these General Terms.

“Personal Data” means any information relating to an identified or identifiable natural person.

"Services" means the services ordered by the Client and to be provided by Briteflo, as described in the Order Form, including any Deliverables resulting from them.

“Subcontractor” means a third party to whom Briteflo subcontracts (part of) the Services.

2      Applicability

2.1.          These General Terms shall apply to all current and future legal relationships between the Client and Briteflo, except if the applicability of these General Terms is excluded or restricted by law, regulations, the Order Forms signed by both parties, or any other written agreement referencing these General Terms.

2.2.          The General Terms constitute the entire agreement between the Client and Briteflo in relation to the Services. Nothing discussed or occurring prior to the execution of the Order Form forms part of the Services or the General Terms unless as specifically set out in the Order Form. The Order Form supersedes any previous agreement, proposal, understanding, or communication, written or oral, relating to its subject matter. The application of any terms of purchase or other terms and conditions of the Client are herewith explicitly excluded.

2.3.          Order Forms shall be effective as of the moment the particular Order Form is signed by both the Client and Briteflo, or – if applicable – shall be effective retroactively as from the effective date mentioned in the Order Form or, alternatively, the date Briteflo has started its performance of the Services.

2.4.          Briteflo may subcontract any Services under the Order Form to any other third party of its choosing, provided it obtains the consent of the Client thereto. These third parties shall be Subcontractors for the purpose of these General Terms.

3      Parties’ Responsibilities

3.1.          Responsibilities of the Client

·       The Client is responsible for determining the initial scope of its needs and the appropriateness of the Services thereto.  

·       The Client shall cooperate with Briteflo – and its Subcontractors (where applicable) – in the performance of the Services, including, without limitation, by providing reasonable facilities and timely access to data, information, personnel, and, if applicable, the premises of the Client. The Client shall be responsible for the performance of its employees and agents, for the timeliness, accuracy, lawfulness, and completeness of all data and information to be processed and provided to Briteflo. Briteflo may use the information and data provided by the Client or third parties on behalf of the Client and rely on its accuracy, completeness, and lawfulness without further audit or verification requirements. Briteflo’s performance of the Services shall be dependent upon the timely performance of the Client’s responsibilities under these General Terms. The Client shall be obliged to inform Briteflo of facts and circumstances that may be of importance in connection with the performance of the Services.

·       The Client shall be solely responsible for, including without limitation:

o   making all management decisions and performing all management functions;

o   designating one or more individuals who possess suitable skill, knowledge, and/or experience, preferably within senior management to oversee the Services performed by Briteflo;

o   evaluating the adequacy and results of the Services, including Deliverables, on time and in full;

o   accepting responsibility for the results of the Services;

o   establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities; and

o   complying with national and foreign legislation and regulations applicable to the Client and its activities.

·       The Client shall be responsible for compliance with all applicable national and foreign legislation and regulations in the area of data protection, including where the Client provides Briteflo with data on its personnel, its clients, or other third parties, even if such originates from third parties or is provided to Briteflo or put at Briteflo’s disposal by third parties at the Client’s request.

·       Unless the Order Form specifies a differing approach, the Client agrees that any Deliverables will be deemed accepted by it (and the Services, or the relevant part of them complete) within thirty (30) days of their delivery in final form to the Client or when the Client first makes use of them in its business, whichever comes first.

3.2.          Responsibilities of Briteflo

·       Briteflo undertakes reasonable efforts under these General Terms to execute the Services. Briteflo warrants that it shall perform the Services in good faith and with due professional care. Briteflo disclaims all other warranties, either express or implied.

·       Briteflo will use reasonable efforts to supply the Services and deliver the Deliverables in accordance with any timetable and specifications referred in the Order Form, or as otherwise specified by the parties in writing. As such, unless both parties specifically agree otherwise in writing, all dates agreed between the parties for the performance of the Services are intended for planning and estimating purposes only and are not contractually binding for Briteflo.

·       In providing the Services, Briteflo may discuss ideas with the Client orally or show the Client drafts of Deliverables. To the extent that the content of such drafts or oral advice is finalized and confirmed to the Client in writing, such writing shall supersede any previous drafts or oral advice. Briteflo shall not be responsible if the Client or others choose to rely on, act, or refrain from acting on the basis of such drafts or oral advice.

4      Fees and Payments

4.1.          Briteflo shall be entitled to compensation as agreed upon in the Order Form. As a rule, this compensation and its amount shall not depend on the outcome of the Services performed.

4.2.          Unless explicitly otherwise agreed in the Order Form, overhead charges, hours of travel, traveling and hotel expenses, and other Service-related costs incurred by Briteflo may be charged separately to the Client. Living expenses are charged at a flat per diem rate of 150 EUR per person per day. Transport and hotel expenses are charged at cost.

4.3.          Briteflo’s invoices are due and payable within fourteen (14) days of the invoice date.

4.4.          In case of late payment by the Client, Briteflo reserves the right to automatically and without any notice to this effect charge a contractual interest at the rate of 1% per month. In addition to this contractual interest, the Client shall automatically and without any notice be liable to pay a fixed and irreducible compensation of 10% payable on the outstanding amount, with a minimum of EUR 500, notwithstanding the contractual interest or any other potential charges or legal fees. Non-payment on the due date of a single invoice shall make the balance of all other invoices, even those not yet due, immediately due and payable by law.

4.5.          The Client shall be responsible for all taxes, such as VAT, sales and use tax, gross receipts tax, withholding tax, and any similar tax, imposed on or in connection with the Services, other than Briteflo’s income and property taxes.

4.6.          Any estimate of the fees involved in the Services will be based upon Briteflo's assessment of the work involved, and subject to any assumptions as set out in the Order Form. Unless Briteflo has agreed otherwise in the Order Form, the Client accepts that Briteflo's fees may be adjusted, for example, if the Services prove more complex or time-consuming than expected.

4.7.          In the case of jointly conferred Services, the Clients shall be jointly and severally liable for the payment of the invoice amount.

5      Term and Termination

5.1.          Unless earlier terminated in accordance with the Terms and Conditions of these General Terms, the Services hereunder shall terminate once the Services have been fully performed.

5.2.          Unless otherwise agreed in the Order Form, the parties may not terminate the Services which are entered into for a fixed period of time or for the duration of a specific project.

5.3.          The Services entered into for an indefinite period may, however, be terminated by either party at any time, without cause, by giving written notice to the other party not less than thirty (30) days before the effective termination. The parties agree that the notice period will not affect any running deadlines and that they will execute their obligations with the same diligence and responsibility for the entire duration of the notice period.

5.4.          Notwithstanding paragraphs 5.2 and 5.3 of this article 5, either party may terminate the Services under an Order Form by written notice to the other party on or at any time after the occurrence of any of the following events:

·       a material breach by the other party of an obligation under these General Terms and, if the breach is capable of remedy, the defaulting party fails to remedy the breach within thirty (30) days of receipt of notice of such breach,

·        the other party becomes insolvent or unable to pay its debts as and when they become due.

5.5.          Termination of the Services under an Order Form will have no retroactive effect. Upon termination of the Services, the Client will compensate Briteflo under the terms of the Order Form for the Services performed and expenses incurred up until the effective date of termination, including the notice period.

6      Ownership and Intellectual Property Rights

6.1.          Notwithstanding sections 6.2 and 6.3 of this article 6, Briteflo reserves all intellectual property rights with regard to Briteflo IP and the Deliverables that have been used and/or developed in the context of the execution of the Services.

6.2.          Upon full and final payment to Briteflo, the Deliverables will become the property of the Client in their physical form. The Client may use them, subject to the other provisions of these General Terms and the Order Form, for the purpose for which the Deliverables were supplied.

6.3.          Unless otherwise agreed, Briteflo grants the Client - upon full and final payment to Briteflo - a perpetual, royalty-free, worldwide, non-exclusive, and non-transferable license to use Briteflo IP contained in or required for the use of Deliverables solely for the purpose for which the Deliverables were delivered.

6.4.          Briteflo does not agree to any terms that may be construed as precluding or limiting in any way its right

·       to provide consulting or other services of any kind or nature whatsoever to any other person or entity as Briteflo in its sole discretion deems appropriate or

·       to develop for itself, or for others, materials, which are competitive with or similar to those produced as a result of the Services, irrespective of their similarity to the Deliverables, subject to the confidentiality obligations set forth in article 7 of these General Terms.

6.5.          Any intellectual property and other propriety rights in the material and data provided by the Client to Briteflo for performing the Services shall remain the property of the Client. The parties agree that Briteflo has the right, for the entire duration of the Services, to make use of such intellectual property and other propriety rights in the material and data provided by the Client and that it will not infringe on such rights owned by or licensed to the Client. Notwithstanding the previous, the parties may agree on specific terms in the particular Order Form regarding Briteflo’s use of such material and data.

7      Confidentiality

7.1.          Each party (“Receiving Party”) recognizes the confidential nature of the Confidential Information, obtained directly or indirectly from the other party (“Disclosing Party”) in the course of or in anticipation of the Services and to respect the Disclosing Party’s rights therein. Each party shall treat the Confidential Information as strictly confidential, shall not disclose or make it available to any third parties, either directly or indirectly, without the other party's prior, written consent, and shall only use it in the execution of its rights and obligations under the Order Form.

7.2.          Each party shall only disclose and make available Confidential Information on a strict "need-to-know" basis to its employees, agents, and Sub-contractors who have a need to know, for the purpose of the Services provided under the Order Form. In that context each party guarantees ('se porter fort' / 'sterk maken') that its employees, agents, and Sub-contractors will comply with the obligations imposed on that party by these General Terms and that it shall be responsible for any failure to comply with the provisions of these General Terms by its employees, agents, and Sub-contractors.

7.3.          Each party shall take all reasonable effort to ensure that adequate procedures are in place to protect the Confidential Information during any storage, dispatch, or disposal.

7.4.          The confidentiality obligation herein shall not apply to Confidential Information which:

(i)     is or becomes generally available to the public other than as a result of disclosure by the Receiving Party to the public or any third party in violation of these General Terms;

(ii)   becomes rightfully available to the Receiving Party from a source other than the Disclosing Party, provided that the Receiving Party has no reason to believe that such source is itself bound by a confidentiality or non-disclosure agreement with the Disclosing Party, or is otherwise prohibited from disclosing such Confidential Information by a legal or contractual obligation;

(iii)  is rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party;

(iv)  is independently developed by the Receiving Party without the use of the Disclosing Party's Confidential Information; or

(v)   is expressly released in writing by the Disclosing Party either for publication or for onward transmission.

7.5.          If Confidential Information is required to be disclosed by the Receiving Party to the courts of any competent jurisdiction, or to any government agency, or financial authority, the Receiving Party shall provide the Disclosing Party with written notice of the required disclosure promptly upon receipt of such notice of the required disclosure, to the extent that such notice is permitted by law, and shall coordinate with the Disclosing Party in an effort to limit the nature and scope of such required disclosure.

The Client agrees to reimburse any costs that Briteflo or any of its Subcontractors may incur in complying with the above disclosure requirement, relating to any of the Services, imposed in any proceedings or regulatory process not involving any substantive claims or proceedings against Briteflo itself or any of its Subcontractors, provided the Client is notified promptly, insofar reasonably or legally possible, prior to disclosure.

7.6.          Each party shall notify the other party in the event it receives knowledge of any breach of confidentiality relating to Confidential Information disclosed in the framework of these General Terms, including, without limitation, conditions or circumstances that indicate Confidential Information has been or may have been prejudiced or otherwise exposed to loss or unauthorized disclosure or use.

7.7.          Nothing contained in these General Terms or the Order Form will prevent or restrict Briteflo from providing services to other clients (including services which are the same or similar to the Services under the Order Form) even if those other clients’ interests are in competition with the Client, provided that Briteflo is able to protect its obligation to maintain confidentiality, which includes separation of teams and files as appropriate in the circumstances. When any party becomes aware of the threat of a conflict of interest, it shall inform the other party forthwith in writing and both parties shall consult with each other for a reasonable solution.

7.8.          Unless explicitly otherwise agreed in writing, the Services are only intended for the benefit of the Client. The mere receipt of any Deliverable or other Services by any third party is not intended to create any duty of care, professional relationship, or any present or future liability between those third parties and Briteflo. As a consequence, if copies of any Deliverable or other Services (or any information derived therefrom) are provided to others under the above exclusions, it is on the basis that Briteflo owes no duty of care or liability to them, or any other third parties who subsequently receive the same.

8      Data Protection

8.1.          In the context of their professional relations established by these General Terms, the parties undertake to comply with the laws and regulations in force, applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable as from 25 May 2018.

8.2.          The parties may process Personal Data regarding identity (name, surname) and contact details (email address, phone number) of employees, agents, or Subcontractors of the other party, involved and necessary for the performance of the Agreement. This data will be stored and processed in accordance with the receiving party’s privacy policy and in compliance with the applicable laws and regulations.

8.3.          The parties further acknowledge that Personal Data may be processed by Briteflo as a Processor in connection with the provision of the Services. In such cases, a separate data processing agreement will be concluded between the Parties.

9      Limitation of Liability

9.1.           Nothing in the Order Form shall exclude or restrict (or prevent a claim being brought in respect of) any liability arising from the wilful misconduct or a comparable instance of gross negligence by Briteflo or any other liabilities which cannot lawfully be limited or excluded, save to the extent permitted by law.

9.2.          The Client agrees that in the performance of the Services under the Order Form, Briteflo’s maximum aggregate liability for any and all claims arising out of or in connection with the applicable Order Form whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the maximum between 50.000 EUR and the fees paid to Briteflo under the applicable Order Form. Any liability shall terminate three (3) months after the delivery of the last Deliverable of the applicable Order Form.

9.3.          In no event shall Briteflo, or any of its Subcontractor be held liable for any limited use or loss of data, contracts, goodwill, revenues, or profits (whether or not deemed to constitute direct losses) or any consequential, special, indirect, incidental, punitive or exemplary loss, damage, or expense relating to the Order Form or the Services.

9.4.          Briteflo is and remains responsible to the Client for the performance of the Services under the Order Form, including Services performed by any Subcontractor.

9.5.          Briteflo cannot, and any of its Subcontractors cannot be held liable for losses arising as a result of the provision of false, misleading, or incomplete information or documentation, non-compliance with applicable legislation or regulations in the area of protection of privacy and personal data within the Client’s sphere of responsibility or for the withholding, concealing, or misrepresenting of information or documentation by any person other than Briteflo or any of its Subcontractors.

10    Indemnification

10.1.       The Client shall indemnify and hold harmless Briteflo for all losses incurred with respect to  any third party claim in connection with the Order Form and its execution, except to the extent finally judicially determined to have resulted primarily from the wilful misconduct or comparable instance of gross negligence by Briteflo.

11    Use of Names and Trademarks

11.1.       Briteflo and the Client agree that neither shall use the other’s name, trademarks, logos, trade names, and/or branding without the prior written consent of that party, except that Briteflo 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 for internal purposes.

12    Miscellaneous

12.1.       Any provisions of the General Terms which either explicitly or by their nature extend beyond the expiration or termination of the General Terms shall survive such expiration or termination.

12.2.       In the event of a conflict with the main body of these General Terms and any Order Form attached to it, the terms and conditions set out in the Order Form will govern.

12.3.       The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that none of their employees, agents, or Subcontractors will be an employee of the other party. Each party shall be responsible for all employment rights and benefits of its employees.

12.4.       Neither party shall have any liability or be deemed to be in breach of the General Terms for any delays or failures in the performance of these General Terms or an Order Form that results from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance, and when they cease to do so.

12.5.       If any provision or part of the General Terms is found by a court of competent jurisdiction or other competent authority to be unenforceable, such provision or part of it shall not affect the execution of the Services, but such unenforceable provision or part shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein.

12.6.       No party may assign or otherwise transfer its rights and obligations under these General Terms without the prior express written consent of the other, except that Briteflo may assign any of its rights or obligations hereunder to any successor to its business. Neither party will directly or indirectly assign or transfer to a third party any claim against the other party arising out of these General Terms.

12.7.       These General Terms, including any Order Forms, concluded under it, and including all matters relating to it, shall be governed by, and construed in accordance with, the laws of Belgium.

12.8.       Any claim arising out of or relating to the Order Form or the Services shall be brought before the French-speaking courts of Brussels.