Terms & Conditions
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OUT OF OFFICE BV- GENERAL TERMS AND CONDITIONS – 01/01/2020
Art. 1 – All service agreements and / or rental agreements (“agreement”) concluded between Out of Office BV (“company”) on the one hand, and a customer (“customer”) on the other, as well as any temporary, additional or extra services that are not specific mentioned in the agreement are subject to these general terms and conditions and the specific terms and conditions stated in the agreement, unless the agreement explicitly provides that it deviates from the general terms and conditions. The article from which the agreement deviates must in that case be explicitly stated.
ACTIVITIES - STAFF
Art. 3.1 – Working conditions. The customer will ensure healthy and safe working conditions for the employees of the company working for the customer, in accordance with the provisions of the applicable Belgian and European laws and regulations.
Art. 3.2 – Link between company staff and the customer. There is no contractual relationship between the company’s employees and the customer. Pursuant to Article 31, § 1 of the Law of 24 July 1987 with its amendments, the customer does not give any orders and the employees of the company do not accept any direct orders from the customer, unless the order is directly related to the provision of services , which are supplied pursuant to the agreement and do not conflict with these general terms and conditions.
Art. 3.3 – Insurance. The company will provide insurance to cover its personnel during the execution of the work, including coverage against accidents at work. A certificate from the insurer will be provided to the customer upon request.
Art. 5 – During the term of the agreement and for a year after the termination of the agreement, the customer may not directly approach, recruit or employ an employee of the company or attempt to encourage an employee of the company to leave the company. In the event of non-compliance with the aforementioned requirement, the company is entitled to a lump sum compensation of EUR 10,000 per relevant staff member, without prejudice to the company’s right to compensation for proven damage of more than EUR 10,000.
TRANSFER AND OUTSOURCING
Art. 7 – The company may at all times transfer or outsource all or part of its obligations to a third party under this agreement. In the event of a transfer, the party to whom the obligations are transferred must comply with the agreement and these general terms and conditions.
DISTANCE FROM LAW AND INDEMNIFICATION BY THE CUSTOMER
Art. 9 –
(a) The customer shall not make any claim against the company for losses or costs in connection with claims of third parties due to any delay, loss, damage, injury or death of any third party, insofar as this damage is related to the delivery of services by the enterprise and is not the result of a fraudulent or intentional error or gross negligence on the part of the enterprise or anybody acting on behalf of the enterprise.
(b) The customer shall indemnify the company against any third-party claim against the company, as a result of or in connection with or as a result of the conclusion of the agreement or the provision of services as stated therein by the company. However, this obligation only applies in those cases where the third-party claim is not the result of a fraudulent or intentional error or gross negligence on the part of the enterprise or anybody acting on behalf of the enterprise. This indemnity will imply, among other things, that the client will also be responsible for all additional costs and expenses that would be borne by the company as a result of claims from third parties (including lawyers’ fees and payments).
Art. 10 – The prices agreed in the agreement are immediately subject to review in the event of known and demonstrable increases with regard to:
(1) exceeding the pivot index based on the four-monthly health index (basis 2004);
(2) decisions of the competent joint committee on pay and working conditions;
(3) in the event of a change in social security contributions, legally charged to the employer;
(4) if the company is subject to additional obligations imposed by law, which have an impact on the costs that the company must bear under the agreement in order to carry out its obligations. In the case of a fixed monthly price, one proportional amount will be invoiced more during a leap year for the February month. For the rest, articles 14 and 15 of these general terms and conditions continue to apply.
Art. 12 – Without prejudice to the provisions of article 11 above, claims in connection with the agreement must be sent to the company by registered letter within 30 calendar days of the day on which the customer has discovered or should reasonably have discovered the event or situation on which the claim was based. The notification must contain a complete description of the claim. The customer waives all rights to compensation or compensation against the company for claims that are made after the expiry of said period of 30 calendar days.
SUSPENSION OF SERVICES
Art. 13 – The company may suspend the provision of services supplied or the rental of equipment under the agreement, if excluded by force majeure, as stated in Article 8.3. The company may extend the duration of the agreement after the cause of the suspension has disappeared for a period equal to the duration of the said suspension. In the event of a suspension following force majeure, the company and the customer may agree that the continuation of the agreement has become impossible, in which case the agreement will be terminated and neither the company nor the customer will be entitled to any compensation or indemnity. Notwithstanding the foregoing, nothing in this Article shall harm the right of the enterprise to collect unpaid amounts in accordance with Article 11.
Art. 14.1 – Specific causes. Notwithstanding any other provision in the agreement or in these general terms and conditions, the company may terminate the agreement at any time with immediate effect by operation of law by giving written notice to the customer in case of:
– a major change in the terms and conditions of the company’s insurance policy, provided that such change is the result of circumstances beyond the company’s reasonable control.
– a change in the applicable regulations, laws or regulations or the issuance by the relevant government of binding instructions or guidelines that constitute, entail or require an important change in the obligations of the company under the agreement; – the customer sells, moves or manipulates (he adjusts, expands, modifies, etc.) or uses equipment owned by the company in a manner that is contrary to the agreement, without the foregoing approval of the company.
– lack of agreement regarding the changes to these general terms and conditions as provided for in article 15.1;
– reasonable reliable information that the customer is in serious financial difficulties;
– specified for one reason in particular in one of the annexes to the agreement.
Art. 14.2 – Common causes. Either party may terminate the agreement by law at any time by giving written notice to the other parties in the event of:
(a) request for deferred payment from the other party;
(b) request for bankruptcy or any other similar claim or submission of a file relating to the other party;
(c) the dissolution or liquidation of one of the parties or the transfer or interruption of all or an essential part of its activities;
(d) a breach of contract by the other party that is not remedied within 30 calendar days of receipt of a written reminder;
(e) for any additional reason that is expressly provided for in one of the annexes to the agreement. The agreement ends on the day of receipt by the other party of written notice of termination (or upon expiration of the period specified in Article 14.2 (d), if applicable. The termination covers the entire agreement. No party can partially terminate the agreement, regardless of whether it is a combined agreement or another agreement.
APPLICABLE LAW AND JURISDICTION
Art. 16 – These terms and conditions and the agreement are governed by and interpreted in accordance with Belgian law. Any dispute relating to the interpretation or application of these general terms and conditions or the agreement is, in the absence of an amicable settlement, subject to the exclusive jurisdiction of the courts of Brussels.
OFFERS - COST ESTIMATES
Art. 2 – Offers of services and / or rental and estimates of their prices from the company are only intended as information. Offers and cost estimates do not confer any rights on the recipient and do not bind the company. The company is only bound by a signed agreement, including the description of the services to be provided and any other conditions stated therein.
ACTIVITIES - LOGISTICS
Art. 4.1 – The request to provide a project, without express reservation, entails an obligation to entrust the company with the execution of the work or to reimburse it for the costs incurred.
Art. 4.2 – Changes to the agreement of whatever nature, requested in writing by the customer, are carried out by the company. Changes made orally or by telephone will be carried out at the risk of the customer. Changes made to the agreement may incur additional costs at the expense of the customer. The company is in no way responsible for delays in delivery resulting from changes made to the agreement.
DATA AND INFORMATION
Art. 6 – The personal data is processed by the company in the context of managing the contractual relationship between the customer and the company. The data is communicated to third parties with whom the customer or the company has concluded an agreement. Pursuant to the law of 8 December 1992 on the protection of privacy with regard to the processing of personal data, the person concerned can inspect his data and have any incorrect data corrected. To this end, the person concerned submits an application to the administrator of the company – Rue Longue 127, 1370 Jodoigne – accompanied by a copy of his identity card.
If and to the extent that the company processes personal data from the customer under the agreement, the company acts as a processor of personal data in accordance with its obligations under the law of 8 December 1992, and this in relation to the customer, who acts as the controller. In such a case, the company will only process the personal data on order and in accordance with the customer’s instructions.
LIABILITY OF THE COMPANY
Art. 8.1 – Scope. The company bears no liability other than the liability explicitly stated in these general terms and conditions and the agreement. The company and the customer agree and concert that the provision of services and / or rental under this agreement is limited to an obligation of means. Although the company can make certain recommendations to the customer as part of the negotiations and / or the implementation of the agreement, the choice of services provided and / or the rented equipment rests with the customer.
Art. 8.2 – Restriction.
- The Company is not liable to the Customer and the Customer relieves the Company of any and all liability and waives any right against the Company for compensation or indemnity in respect of or in connection with services delivered or rented equipment under this agreement, with the exception of losses or damage caused fraudulent, intentional or gross negligence of the company or anyone acting on behalf of the company.
- The company is in any case only liable for direct damage and is not liable for any consequential damage, high compensation as punishment, special damage, exemplary damage or indirect damage or loss including, but not limited to, loss of income or loss of profit, loss of production, loss of commerce, customers, market share or goodwill or pure financial loss notwithstanding any prior notification by the customer to the company regarding the possibility of said damage or said loss.
- The compensation or indemnity payable by the company will in any case not be more than 5 times the (annual) invoice value of the agreement, with a maximum of EUR 30,000.
Art. 8.3 – Force majeure. The Company is not liable for losses, damages, or injuries resulting from an event or condition of force majeure, including, without limitation,
(i) laws, decisions, rules, regulations, customs or guidelines adopted or issued by a government,
(ii) government intervention (de jure or de facto), nationalization, seizure or expropriation,
(iii) disasters (both natural and man-made disasters) and adverse weather conditions, including, but not limited to, severe storms or exceptional frost,
(iv) acts of war, violent or armed actions or inactivity, hijacking or terrorist acts,
(v) strikes, exclusions or boycotts,
(vi) pandemic and
(vii) any other circumstance beyond the reasonable control of the enterprise.
Art. 8.4 – Compensation procedures. The provisions of this article 8 are furthermore subject to the procedures stated in article 11.
INVOICE - PAYMENT - SUMMONS
Art. 11.1 – Claim. The customer undertakes to carefully check the accuracy of the invoices sent by the company upon receipt. Disagreements regarding the charged costs or prices must be notified to the company in writing within 30 calendar days of the invoice date. The customer waives his right to make a claim against the company in connection with an invoice if the said invoice was not disputed by the customer within the above-mentioned period.
Art. 11.2 – Payment. The invoices are payable in cash, unless agreed otherwise in writing.
Art. 11.3 – Suspension. In the absence of payment, the company may immediately after prior notice to the customer and without prejudice to the company’s claim for unpaid amounts; suspend the provision of services provided under the agreement and / or the rental of equipment under the agreement. The above suspension does not relieve the customer of his obligations under the agreement.
Art. 11.4 – Interest and damage clause. After prior notice, interest is 1% per month from the first day following the date of the invoice stated in the agreement and up to and including the date on which an invoice (or part thereof) is paid by the customer, payable on all unpaid parts of invoices. In addition and subject to prior notice, the unpaid invoice is increased by a claim for damages amounting to 10% of the unpaid invoice with a minimum of EUR 100, and yields interest in accordance with this Article 11.4 in the absence of payment.
Art. 11.5 – Immediate cash payment. In the event of non-payment, the company may make the continued provision of services under the agreement subject to an immediate cash payment for the provision of services already provided or equipment rented under the contract (whether invoiced or not) and future services and rental, and it can claim the cash payment of all outstanding amounts. The above suspension does not relieve the customer of his obligations under the agreement.
Art. 11.6 – No debt settlement. The customer does not have the right to compensate an amount that he owes the company with any receivables or items to be received that he may have against the company.
Art. 15.1 – General conditions. The company and the client agree and concert that these general terms and conditions are subject to constant review and that changes or improvements may be required to comply with government regulations, instructions, rules, laws and regulations that apply, on services provided under the agreement. The company and the customer will do their utmost to take appropriate measures to amend these general terms and conditions and the agreement so that they comply with said government regulations, instructions, rules, laws and regulations. If the company and the customer cannot reach an agreement regarding the changes to these general terms and conditions or the agreement, the company has the right to suspend or terminate the agreement in accordance with articles 13 and 14. Without limiting what precedes this, any addition or modification of these general terms and conditions, in whatever form, is without effect and void.
Art. 15.2 – Agreement. Any change to the agreement must be requested in writing. Unless explicitly stated herein, changes to the agreement are subject to the prior written consent of the company and the customer. The client understands and agrees that changes can only be made in accordance with Belgian and European legislation and regulations and collective agreements at the level of the sector concerned. Changes or modifications will be included in the agreement or added by means of an annex to the agreement.
Art. 15.3 – No waiver. If the company does not invoke any right or obligation against the customer under this agreement, this will not be considered as a waiver of that right or obligation. A waiver of a right or obligation can only be granted in writing in accordance with Article 15.2 above, which waiver must be signed by the parties.
Art. 17 – If a (part of a) clause of these general terms and conditions is declared invalid, this invalidity will not affect the validity of the other (parts of) clauses. If such an invalid clause (or an invalid part thereof) affects the nature of these general terms and conditions itself, each of the parties will endeavor to negotiate immediately and in good faith a valid clause (or valid part thereof) to replace the said one. If such a clause (or a valid part thereof) is not concluded within a period of thirty (30) calendar days, the company will be entitled to terminate the agreement with a written cancellation of thirty (30) days.