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Qontent.video Platform

Terms and Conditions

  1. General information and applicability
    1. The Qontent.video Platform (the “Platform”) is operated by CAREERS INTERNATIONAL SRL, a Belgian company having its registered office at 390, Avenue Louise, 1050 Brussels (Belgium), registered at the Belgian Crossroads Bank for Enterprises under number 467.571 (hereinafter “CI”). The Platform facilitates the creation, transformation, management, and hosting of:
      1. broadcasts of pre-recorded videos over the internet (each a “Video capsule” or “Capsule”, used either in singular or plural), as well as
      2. customised web pages for each created Capsule (each a “Web Page”),

      for any legal person (the “Client”) who purchased a Qontent.video Package (the “Package”), as well as any of the additional services provided by CI in relation to the purchased Package (the “Add-Ons”, used either in singular or in plural) (if any), as further described under Section 2.

      The Package and the Add-Ons may hereinafter collectively be referred to as the purchased “Services”.

      CI and Client may hereinafter also be referred to collectively as the “Parties” or each individually as a “Party”.

    2. The present Terms and Conditions (hereinafter the “Terms”) constitute a legally binding agreement governing the relationship between CI and Client. By signing the Order Form referenced under Section 3 and to which the present Terms are appended, Client confirms to have read and accepted the Terms, without any reservation.
      The Parties are only bound by the present Terms. Application of any other terms is hereby excluded unless otherwise explicitly agreed between Parties.
    3. CI may bring changes to the present Terms from time to time. At the top of these Terms, Client will be able to check the date on which CI last implemented changes to the Terms. The updated Terms will enter into force 30 days after CI’s written notification to the Client. The updated Terms shall however only apply to Order Forms (hereunder, Section 3) which have been properly accepted after the entry into force of the Terms.
    4. Should Client have any query, suggestion, or complaint about the present Terms, Client can send an email to sales@qontent.video or send a letter to the address referenced under point a) above.
  1. Description of the Services
    1. The Client can purchase the Package, the features of which are described in the Order Form (see Section 3 hereunder).
    2. The Package can also be purchased in ‘Option Plus’. The Option Plus provides additional features, notably and without this list being fixed nor the enumeration being exhaustive:
      • Restricted viewing by email address of individuals who access Client’s Web Pages (each a “Viewer”) (with or without password),
      • Advanced analytics and individual engagement index.
    3. On top of the features attached to the purchased Package, Client may include Add-Ons as detailed in Appendix 1.
    4. The features accessible to Client on the Platform will be dependent on whether the Package has been purchased in ‘Option Plus’ and whether any Add-Ons have been purchased.
  1. Order Form
    1. Upon request, Client will receive a detailed offer in terms of Package content (the “Order Form”). The Order Form will specify the fixed price to be paid per Package feature. When this is not possible, the price will be invoiced on a “pay-as-you-go”-principle. The method of calculation (EUR X / minute, / hour, or / video) will be specified in the Order Form.
    2. The Order Form may include Add-Ons (if any). Add-Ons which were not included in the initial Order Form will be subject to (a) separate Order Form(s). The price of each Add-On will be specified in the Order Form in the same manner as described under point a) of the present Section.
    3. Acceptance of the Order Form by Client must be done in writing by email (addressed to swajskop@qontent.video). If Client has not accepted the Order Form within a thirty (30) days’ time limit, the Order Form will be void. In any case, CI shall only be bound upon timely and proper acceptance of the Order Form by Client.
    4. The Order Form and separate Order Form(s) (if any), together with the present Terms, constitute the Contract between the Parties (the “Contract”).
    5. Acceptance of the initial Order Form by Client entails subscription to the Services referenced therein (the “Subscription”).
    6. The Subscription shall run from its starting date, which shall be included in the initial Order Form (the “Starting Date”), for as long as the Client uses our Services (hereafter, the “Subscription Period”).
  1. Use of the Platform
    1. Upon acceptance of the Order Form, Client will be provisioned an account on the Platform (the “Account”). Client will be granted a minimum of one (1) Admin logins. The number of Admin logins linked to an Account will be specified in the Order Form. The logins may only be used by Client and its authorised representatives to manage Web Pages and create Capsules to be visited and/or watched by Viewers. Client shall at all times safeguard login credentials to its Account. Client may purchase additional logins as an Add-On to the purchased Package. Such Add-On will either be included in the initial Order Form or in a separate Order Form.
    2. Client shall be responsible for obtaining and maintaining ancillary equipment and services required to connect to, access or use the Platform, including, without limitation, modems, computer, hardware others than the Hardware, servers, software, operating systems, networks, web servers and other (collectively, the “Equipment”). Client shall be responsible for maintenance and security of the Equipment, the Client’s Account, passwords (including, without limitation, administrative and user passwords), files and any usage of the Client’s Account, with or without knowledge or consent of the Client.
  1. Use Restrictions
    1. Client agrees to use the Platform in compliance with applicable laws and shall not directly or indirectly: (i) permit any third party to use the Platform except as explicitly permitted herein or in the Contract; (ii) modify, reverse engineer, disassemble, or decompile or attempt in any way to discover the source code, object code or underlying structure, ideas, know-how or the algorithms related to the Platform, or cause or permit others to do so; (iii) use the Platform in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Platform; (iv) remove or modify any title, trademark, copyright and/or restricted rights notices or labels from the Platform; (v) create derivative works based on the Platform or otherwise violate CI’s intellectual property rights; (vi) use the Platform on a service bureau basis; (vii) use the Platform in any manner inconsistent with these Terms or for another purpose then intended; or (viii) engage in activity that is illegal, fraudulent, false or misleading.
  1. Billing and Payment
    1. Client understands and agrees that Client incurs the obligation to pay fees by the acceptance of the Order Form and any other separate Order Form(s) (if any). Payment obligations are non-cancellable and paid fees are non-refundable.
    2. All fees shall be paid in Euro (EUR), unless another currency is specified in the Order Form or any separate Order Form(s) (if any).
    3. All fees are exclusive of taxes, levies, or duties that may be imposed by taxing authorities. Other than taxes based on CI’s income, Client shall be responsible for paying all taxes, levies, or duties applicable related to the Contract, even if such amounts are not listed in it. Client shall not be responsible for paying the same to the extent Client has provided CI with a valid tax exemption or direct pay certificate that exempts Client from such payment. Client shall reimburse CI for any taxes paid on behalf of Client.
    4. CI will invoice Client on a monthly basis for all fees relating to the purchased Package and Add-Ons (if any). Add-Ons which were subject to (a) separate Order Form(s) will be invoiced separately. All payments shall be made by bank transfer within thirty (30) calendar days as from the invoice date. Client is responsible for providing complete and accurate billing and contact information to CI and for notifying CI of any changes to such information in a timely manner. Client shall provide CI with written notice of any dispute or disagreement with invoiced fees within eight (8) calendar days of the date of the applicable invoice. Absent such a notice, Client shall be deemed to have unconditionally accepted the invoiced fees.
    5. In case any amounts invoiced is not received by CI by their due date, the Client shall automatically and without notice be in default and a contractual interest at the rate of 1% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, shall become due. In addition to this contractual interest, the Client shall automatically and without any notice be liable to pay a fixed and irreducible indemnity of 10% calculated on the outstanding balance, with a minimum of one hundred euros (EUR 100), without prejudice to the delay interest or any other potential charges or legal fees. In case of non-payment on the due date of a single invoice, the balance of all other invoices shall be, even those not yet due, immediately due and payable by law. Complaints are not of such nature that they suspend the Client’s payment obligations in respect of the Contract.
    6. CI, without waiving any other right or remedy and without incurring liability to the Client, may suspend or terminate all or part of the Contract until all outstanding amounts are paid in full. CI is entitled to all reasonable legal and the associated costs of recovering overdue amounts.
  1. Confidential Information
    1. As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of the Client includes, without limitation, data collected in the performance of the purchased Services. Confidential Information of CI includes, without limitation, the purchased Services, the Platform, as well as the pricing and other terms related to Services presented to Client by CI in the Order Form or separate Order Form(s) (if any). The present Terms and the Contract shall be Confidential Information of each Party.
    2. The Receiving Party shall (i) keep the Confidential Information it receives confidential, shall (ii) in no way disclose any Confidential Information of the Disclosing Party other than to employees or agents who need to know them, and shall (iii) in no way use any Confidential Information of the Disclosing Party for any other purpose than to exercise its rights and to fulfil its obligations under the Contract.
    3. These Terms impose no obligation upon the Receiving Party with respect to the Disclosing Party’s Confidential Information which the Receiving Party can establish by legally sufficient evidence: (i) was, prior to its receipt from the Disclosing Party, in the possession of, or rightfully known by, the Receiving Party, without an obligation to maintain its confidentiality; (ii) is or becomes generally known to the public without violation of these Terms or without a violation of an obligation of confidentiality owed to the Disclosing Party; (iii) is obtained by the Receiving Party in good faith from a third party having the right to disclose it without an obligation of confidentiality; (iv) is independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party; or (v) should be disclosed by law or by court order (in which case Confidential Information shall only be disclosed to the extent required and after having notified the Disclosing Party in writing).
      d) The Parties shall ensure that these provisions are respected by their personnel and by any agent or third party who might be involved in any capacity in the framework of the Contract,
    4. Each Party understands that the Disclosing Party’s Confidential Information constitutes valuable business assets of the Disclosing Party and the unauthorised disclosure of Confidential Information may irreparably harm the Disclosing Party. In the event of breach or threatened breach of obligations pertaining to Confidential Information by the Receiving Party, the Disclosing Party shall be entitled to seek injunctive relief and any other remedy available at law or equity.
    5. The Parties’ obligations regarding Confidential Information shall remain effective for the full term of the Contract and for so long, after the Contract is no longer in force, as the information concerned shall remain confidential to the Disclosing Party and, in any event, for a period of three (3) years thereafter.
      g) The Parties shall not publish the results of any benchmark, except with the other Party’s prior written consent.
  1. Ownership; Client Information
    1. For purposes of this Contract, “Intellectual Property” shall mean all intellectual property and proprietary rights, among others the unpatented inventions, patent applications, patents, copyrights, trademarks, service marks, trade names, trade dress, domain names, know-how, technology, business methods and processes, trade secrets, sui generis rights to databases and similar rights, and all developments, enhancements, derivatives, improvements, modifications or extensions thereof, anywhere in the world.
    2. As between CI and Client, CI retains all right, title and interest in and to the Platform, the Services, all other CI Intellectual Property, and any improvement or modification thereto or thereof regardless of who pays for such improvement or modification, and any contact information or other personally identifiable information of Viewers (“Viewer Data”). Except as otherwise provided, nothing in the Terms or the Contract shall be construed as a waiver of any intellectual property of CI.
    3. CI alone will own all right, title and interest, including all related Intellectual Property, in and to any suggestions, ideas, feedback, improvements, or recommendations created, conceived, or reduced to practice, by or on behalf of the Client or any Viewer, relating to the Platform or other CI proprietary rights (collectively, “Submissions”).
    4. As between CI and Client, Client retains all right, title and interest in and to all materials and data it enters into the Platform or otherwise provides to CI under the Contract, including, but not limited to, slides, audio files, video files, and photographs (“Client Materials”), and all other Intellectual Property of Client (together with the Client Materials, “Client Information”).
    5. Client hereby grants CI the right to use Client Information to the extent needed by CI to provide the Services to Client. Client acknowledges that CI does not exercise any control over the content of Client Information. Client shall bear the sole responsibility to ensure that all Client Information, and Client’s use and collection thereof, complies with all applicable laws and regulations. CI has no obligation, and expressly disclaims any obligation to review Client Information for accuracy or for any other reason.
    6. CI may use Client Information in an aggregate and anonymous manner, compile statistical and performance information related to the provision and operation of the Services, and may make such information publicly available, provided that such information does not specifically identify Client.
    7. Client may access and download Client Information related to a Capsule that is stored in the Platform by accessing their Account during the entire Subscription Period. Client acknowledges that CI shall have (i) no obligation to store any Client Information beyond the Subscription Period and (ii) no liability for the deletion or destruction thereof thereafter. CI reserves the right to maintain in its backup archive unaltered copies of Client’s Capsules.
  1. Privacy & Security
    1. Each Party shall ensure that any personal data communicated to or received from the other Party is treated in a manner that complies with applicable legal and regulatory data protection requirements, including those of the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”) and the Belgian Privacy Act of 30 July 2018, and any future development in the applicable national and European legislation on the protection of privacy and processing of personal data and as further specified in this Section 9 (hereafter, the “Applicable Data Protection Legislation”).
    2. Client acknowledges and accepts that any Client Information uploaded to or transmitted through the Platform will be processed by CI in accordance with CI’s Privacy Policy, which is available at https://www.qontent.video/privacy-policy/ and may be updated from time to time by CI. Client represents and warrants that it has the authority to provide Client Information to CI for the purposes contemplated in these Terms.
    3. The Parties acknowledge that they may both collect and process personal data relating to users accessing (or being granted access to) and using the Platform (hereafter, the “Users”) and as identified in CI’s Terms of Use. The Parties may collect and process these personal data in different capacities.
    4. CI shall be considered the data controller (the “Controller”) with respect to certain uses of the personal data relating to the Users, while the Client shall be considered the Controller with respect to other uses of these personal data. When the Parties separately collect and process personal data each in their capacity as Controller, they will do so in accordance with the provisions of their respective privacy policies and pursuant to the Applicable Data Protection Legislation.
    5. Sometimes, the Parties will jointly collect and process personal data relating to Users (as “Joint Controllers”). When this is the case, and as required by the Applicable Data Protection Legislation, the Parties will ensure to have concluded a binding arrangement, detailing the joint processing and laying down the allocation of responsibilities between Joint Controllers. For further details, we kindly refer to our Privacy Policy.
    6. At other times, the Parties will collect and process these personal data in their capacity as processor, i.e. acting on behalf and under the instructions of the other Party (the “Processor”). When this is the case, and as required by the Applicable Data Protection Legislation, the Parties will ensure to have concluded the necessary binding arrangement laying down their respective obligations and responsibilities as regard the data collected and processed.
    7. CI has implemented commercially reasonable safeguards to protect the Platform and the Client Information that CI processes via the Platform. The Parties acknowledge, however, that the security of transmissions over the internet cannot be guaranteed. CI will not be responsible for Client’s access to the internet, for any interception or interruption of any communications through the internet, or for changes to or losses of data through the internet.
  1. Warranties
    1. CI and Client each warrant having validly entered into these Terms and each Contract and having the legal power to do so.
    2. CI warrants that it will use its best efforts to provide the purchased Services in a professional manner, consistent with generally accepted industry standards and in material conformance with any descriptions thereof in the Contract. Client must notify CI of any warranty deficiencies within thirty (30) calendar days from performance of the relevant Services in order to receive warranty remedies.
    3. Client represents and warrants that: (i) its use of the Platform and Services, including the transfer of Client Information to CI, will not contravene any rule, law or regulation; (ii) it will not knowingly or wilfully use the Platform and Services in any manner that could damage, disable, overburden, impair or otherwise interfere with CI’s operation of the Platform; (iii) it will comply with all laws and regulations applicable to bulk or commercial email, as well as other electronic communications, including without limitation all local or national laws applicable to the regions where Client has business operations or where the recipients of their electronic communications are located; and (iv) Client will comply with its obligations set forth in Section 9 (Privacy & Security), and Client has or will secure whatever legal authority or consent may be necessary for use, storage, processing and transfer by CI, including international cross-border transfer, of Client Information as contemplated by these Terms. Client acknowledges that CI will not be processing or reviewing for legality any Client Information but will merely be offering and enabling the transmission of Client Information. Client acknowledges that CI shall have the right to remove or disable any Client Materials that it reasonably deems to be pornographic, libellous, offensive, illegal, or otherwise objectionable but that this right shall not excuse Client from full responsibility arising from any such material.
  1. Indemnification
    1. Subject to these Terms, CI shall defend and hold Client harmless against any and all claims, demands, suits, or proceedings (“Claims”) made or brought against Client by a third party alleging that use of the Platform or Services by Client in accordance with these Terms infringes the intellectual property rights of a third party, provided that Client (i) promptly gives written notice of the Claim to CI; (ii) gives CI sole control of the defence and settlement of the Claim; and (iii) provides CI reasonable assistance. CI will pay direct losses, damages, and costs (including reasonable attorney’s fees and legal costs) finally awarded against Client as a result of a Claim under this subsection. The foregoing obligations of CI shall not apply with respect to third party Claims of infringement that arise in whole or in part in connection with, as a result of, or that are directed at: (A) any modifications of the Platform or Services not made by or on behalf of CI; (B) any bundling, combination, or integration of the Platform or Services with any non-CI products, processes, software, hardware or materials by Client, if the applicable infringement claim would have been avoided absent such bundling, combination or integration; or (C) use of the Platform or Services other than in accordance with these Terms or the Contract or good faith. In the event of a Claim under this subsection, or if CI has a reasonably belief that a Claim is likely, CI may, at its option and expense, (1) procure for Client the continued right to use the Platform or Services; (2) provide alternate services that provide capabilities similar to those of the Platform or Services, as applicable; or (3) terminate the Contract and refund all prepaid fees for Services that remain undelivered at the time of termination. CI’s obligations under this subsection shall not apply to any Third Party Applications (as defined in Section 13).
    2. Subject to these Terms, Client shall defend and hold harmless CI, and its subcontractors, directors, subsidiaries, associates, representatives, contractors and employees, against any and all Claims made or brought against CI by a third party alleging that Client Information, or use of the Platform or Services by Client in violation of these Terms infringes the intellectual property rights of a third party, provided that CI (i) promptly gives written notice of the Claim to Client; (ii) gives Client sole control of the defence and settlement of the Claim (except that Client may not settle or defend any Claim unless it unconditionally releases CI of all liability); and (iii) provides Client, at Client’s cost, reasonable Client will pay direct losses, damages, and costs (including reasonable attorney’s fees and legal costs) finally awarded against CI as a result of a Claim under this subsection. In the event of a Claim under this subsection, CI will no longer have any obligation to provide Client with access to the Platform or any Services and may terminate all virtual environments that may be related to the Claim.
  1. Limitation of Liability
    1. NOTHING IN THESE TERMS AND IN PARTICULAR IN THIS SECTION EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
    2. IN NO EVENT SHALL CI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR DAMAGES ARISING FROM OR RELATED TO THESE TERMS, INCLUDING LOST PROFITS OR REVENUES OR DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES HOWEVER CAUSED, OR COSTS OF PROCURING SUBSTITUTE SERVICES.
    3. TO THE EXTENT PERMITTED BY LAW, THE CUMULATIVE, AGGREGATE DAMAGES FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE CONTRACT SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO CI UNDER SUCH CONTRACT BY CLIENT DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF ANY CLAIM, EVENT, ACT OR OMISSION. THIS LIMITATION OF LIABILITY SHALL APPLY BOTH DAMAGES SUFFERED BY EITHER PARTY.
    4. THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMER CLAUSES APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED ON THE CONTRACT, A WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHERWISE. THE ABOVE LIMITATIONS OF LIABILTIY, HOWEVER, DO NOT APPLY IF THE DAMAGES RESULT DIRECTLY FROM FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT BY CI IN THE PERFORMANCE OF THE TERMS OF THE CONTRACT OR IN THE EVENT OF DEATH OR BODILY INJURY CAUSED BY ITS NEGLIGENCE, OR ANY OTHER LIABILITY TO THE EXTENT THAT IT CANNOT BE CONVENTIONALLY EXCLUDED OR LIMITED.
  1. Modifications; Third-Party Applications
    1. From time to time, CI may make available new releases to the Platform that add, enhance, or change the features and services of the Platform. Additional charges may or may not be applicable for new features and services, but in no case will Client be charged for any such features and services without Client’s express prior approval. CI reserves the right to withdraw, suspend, or discontinue any functionality or feature of the Platform provided that the functionality of the Platform is not materially decreased during the term of the Contract as a result.
    2. Through its use of the Services, Client may have access to certain third-party applications, such as plugins and websites (collectively, “Third-Party Applications”). CI does not maintain control over Third Party Applications, and shall not be responsible for their content, operation, or use. Third Party Applications may be modified or disabled at any time, and CI shall not be under any obligation to provide notice of any such modifications. By linking or otherwise providing access to Third Party Applications, CI does not provide any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of information or services provided by such Third-Party Applications. CI hereby disclaims any and all responsibility and liability for any harm resulting from Client’s use of Third-Party Applications, and Client hereby irrevocably waives any claim against CI with respect to all Third-Party Applications. This subsection does not apply to any third-party services which Client may purchase from CI for a fee.
  1. Miscellaneous
    1. Duration. The Contract shall enter into force on the Starting Date and shall run for the entire Subscription Period.
    2. Termination.
      1. For material breach. Either Party may terminate the Contract, by written notice to the other Party, in the event of a material breach of the Contract by the other Party, if such breach is not cured within thirty (30) calendar days after the breaching Party receives from the non-breaching Party a written notice which sets forth a detailed description of the breach.
      2. For insolvency. Either Party may terminate the Contract, with immediate effect and without prejudice to any claim for liability, by giving notice by registered letter to the other Party if that other Party:
        (a) becomes insolvent, (b) voluntarily commences any proceeding or files any petition under the applicable bankruptcy laws, (c) becomes subject to any involuntary bankruptcy or insolvency proceedings (d) makes an assignment for the benefit of its creditors, or (e) appoints a receiver, trustee, custodian or liquidator for a substantial portion of its property, assets or business; or (ii) the other Party passes a resolution for its winding up, liquidation or dissolution, or a court of competent jurisdiction makes an order for such other Party’s winding up, liquidation or dissolution.
      3. Upon any termination or expiration of the Contract, Client’s right to access and use the Platform or Services covered by that Contract shall immediately terminate.
    3. Survival. Should the Contract be terminated, all provisions herein or therein, as the case may be, which by their nature should survive termination, will survive, including without limitation, provisions pertaining to payment obligations, indemnity obligations, IP ownership, confidentiality obligations, warranty disclaimers, and limitations of liability.
    4. Independent Contractors; Relationship. The Parties are independent contractors, and no agency, partnership, franchise, joint venture, or employment relationship is intended or created by these Terms. Neither Party shall make any warranty or representation on behalf of the other Party. Neither Party shall disparage the other Party or its products or services.
    5. No Implied Licenses. These Terms shall not be the source of or give rise to any implied license or right in or to, and CI reserves all rights not expressly granted to Client hereunder.
    6. Assignment. Neither Party may assign, transfer, or delegate any rights or responsibilities under the Contract or these Terms, whether by operation of law or otherwise, without prior written consent of the other Party (and such consent shall not be unreasonably withheld), except that no consent shall be required in the event of an assignment, transfer or delegation in connection with a merger, acquisition, reorganization, or sale of substantially all of the assets of the Party (a “Transfer”), provided, however, if a Party consummates a Transfer with a direct competitor of the other Party, then such other Party may terminate the Contract without liability upon written notice to the other Party.
    7. Subcontracting. CI may resort to subcontracting. The use of subcontracting shall in no way reduce CI’s liability towards the Client under the Terms, CI remains the Client’s guarantee for the proper performance of the Contract.
    8. Force Majeure. Except for payment obligations, either Party shall be excused for failure to perform under these Terms where such failure results from circumstances beyond that Party’s control including, without limitation, such circumstances as fire, storm, flood, earthquake, strikes, work stoppages or slowdowns, delay or failure of transportation or supplies, acts of the public enemy, acts of God or acts, regulations, priorities or actions of any government or agents or instrumentalities thereof. Each Party shall notify the other Party in writing of the particular circumstances regarding the force majeure and shall do its best to remedy the situation. if the force majeure persists for more than sixty (60) days, any Party may terminate the Contract without compensation being owed.
    9. Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, the validity, legality or enforceability of the remaining provisions shall in no way be affected or impaired thereby.
    10. Waiver. No failure or delay by either Party in exercising any right under the Contract will constitute a waiver of that right.
    11. Entire Agreement, Amendments, Conflicts. These Terms (and all its Appendices), the Order Form as well as any separate Order Form(s), constitute the entire agreement between the Parties and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral, concerning the subject matter of the Contract. No modification, amendment, or waiver of any provision of the Contract shall be effective unless in writing and signed by the Party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict or inconsistency in terms between the Order Form as well as any separate Order Form, and these Terms, the terms of the Order Form (or separate Order Form(s)) shall take precedence. Notwithstanding anything to the contrary therein, no terms or conditions included in a Client purchase order or any other Client documentation shall be deemed incorporated into or form any part of the Contract, and all such terms or conditions shall be considered inapplicable and null and void.
    12. Counterparts. The Contract may be executed in one or more counterparts, each of which when so executed and delivered or transmitted by facsimile, email or other electronic means, shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument, each of which when so executed and counterparts. Each counterpart when so executed shall be deemed to be an original and all of which together shall constitute one and the same Contract. A facsimile or electronic signature shall be deemed an original signature for all purposes.
  1. Governing law and jurisdiction
    1. These Terms shall be exclusively governed and construed in accordance with Belgian law.
    2. All disputes regarding these Terms, notably in respect of their validity, interpretation, or performance, and more generally, all disputes arising between the Parties, shall be submitted exclusively to the French-speaking courts of Brussels (Belgium). Each Party hereby consents to the exclusive jurisdiction of such courts.

Before taking legal action, the Parties shall take all reasonable measures with a view to find a mutually agreeable solution to any dispute arising between them.