Terms of Service
(General Subscription Conditions)
Preamble
These general conditions (hereinafter, the "GC") apply to all contractual relationships concluded between The Coworker SRL (hereinafter, "The Coworker") - company number 1035.851.617 - and its clients (the "Client" being any professional person using the services offered by The Coworker), and this, to the formal exclusion of the Client's general or particular conditions and any other provision to which The Coworker has not given prior written and formal consent.
The GC, together with the particular conditions, constitute the conditions governing contractual relationships between The Coworker and the Client and together form the contractual provisions.
In the event of contradiction between the GC and the particular conditions, the latter shall prevail.
The Coworker reserves the right to modify or adapt the GC at any time. It will notify the Client by email at the address stated in the particular conditions; the Client shall be deemed to have taken note of them and to accept them in the absence of objection within 15 days of the notification made to them.
Article 1 - Services
The Client acknowledges that the services provided by The Coworker are those described in the particular conditions and either those mentioned in the formula for which the Client has opted (included in the appendix to the particular conditions), or the occasional or particular services requested by the Client from The Coworker (hereinafter, the "Services").
The Client expressly acknowledges that the Services are strictly personal and non-transferable. The Client benefits from them solely within the scope of their professional activity. The Client may, in no case and for any reason whatsoever, allow a third party to benefit from the Services, assign the Services to them, or transfer the benefit thereof to them.
The Client is generally prohibited from transferring, without the prior written consent of The Coworker, the rights and obligations arising from contractual relationships concluded with The Coworker.
The Client acknowledges that the Services cannot, in any case, be equated with a transfer of real property rights or any real estate rental. As such, the Client could not claim any rights that could be asserted in this regard.
Article 2 - Client: Declarations, Rights and Obligations, Commitments, Warranties and Liability
The Client declares that the information and data transmitted to The Coworker in the context of contractual relationships are truthful and correct. The Client undertakes to communicate to The Coworker any modification of their data (including in particular the modification of the registered office, the legal form, the change of ultimate beneficial owners (regarding the UBO applicable rules), shareholding, etc.).
The Client undertakes to use the Services in accordance with their intended purpose and in a prudent and diligent manner, as a reasonable person would. They undertake that their activity in no way harms the activities and interests of The Coworker.
The Client undertakes, in any case, not to affect or use the Services for illegal, illicit, immoral or improper purposes, or for political purposes.
The Client declares to comply with the legal conditions imposed by the activities they carry out.
The Client undertakes to take care of the workspaces and equipment made available by The Coworker. They shall be held responsible for any deterioration, degradation, loss, or theft resulting from their personal actions or from the actions of a person for whom they are responsible, whom they delegate, mandate, or who accompanies them. They shall inform The Coworker without delay of such circumstances as well as the nature and extent of the damage.
The Client is responsible for and shall answer for any fault committed by their employees, collaborators, representatives or delegates, and any person for whom they are responsible or who accompanies them.
The Client may, in no case, install any connection or cabling (whether computer, telephone, or otherwise) without the express written consent of The Coworker, which has the right to refuse without having to justify its decision. The costs and damages resulting from such intervention shall be the exclusive responsibility of the Client.
In the event that the Client opts for the registered office domiciliation service, the Client undertakes to maintain at this address all relevant corporate documents including the shareholders' register, its bylaws, and the minutes register.
At the end of contractual relationships, the Client undertakes to return without delay all equipment (badges, cards, codes, etc.), objects, and documents belonging to The Coworker. They also undertake, if applicable, to vacate the premises made available to them in a clean and cleaned state identical to that in which they were made available. Where applicable, the Client shall bear all costs arising from the necessary cleaning of the premises, their vacating, and their restoration.
To cover their liability and their own property, The Coworker recommends that the Client obtain professional liability insurance.
Article 3 - THE COWORKER: Rights and Limitation of Liability
The Coworker cannot be held responsible for any damage claimed by the Client arising from the execution of contractual relationships, regardless of whether or not The Coworker is at fault and the severity thereof.
More specifically, The Coworker shall not be liable for:
- Errors in the data communicated by the Client;
- Damage resulting from the loss of data (including computer data), information, software, the transmission or receipt of mail or correspondence, etc.;
- The suspension or interruption of the Services;
In any case, The Coworker shall not be liable for the repair of damage corresponding to loss of business, profits, data degradation, or third-party claims.
The Coworker cannot be held liable for faults committed by the Client against third parties.
The Coworker reserves the right to refuse to receive any correspondence or parcels exceeding a reasonable volume, dangerous or whose contents are either illicit, or unknown or unidentifiable.
Should The Coworker's liability be retained, contrary to the foregoing provisions, The Coworker shall only be required to repair part of the damage up to 10% of the total damage.
Article 4 - Fortuitous Events and Force Majeure
The liability of The Coworker and the Client cannot be invoked or retained in the event of non-performance or delay in the performance of one of its contractual obligations resulting from a case of force majeure or fortuitous event. A case of force majeure or fortuitous event means any external, unforeseeable and irresistible event within the meaning of Article 1148 of the Civil Code. In such a case, the party relying on such circumstances shall not be entitled to any compensation.
Article 5 - Price & Formula – Disbursements
All prices for the services rendered by The Coworker are to be considered as exclusive of taxes and are stated in EUROS.
The Coworker reserves the right to discretionarily adjust its prices/formulas during the duration of the contract by notifying the Client of the new rates/formula and effective date by registered mail, email, or hand delivery against receipt of acknowledgment. In this case, the Client shall have, within the 7 days following the notification, the option to terminate their contract effective on the date of application of the new rates. Failing this, they shall be deemed to accept the new rates/formula.
All costs incurred on behalf of the Client by The Coworker and not included in the Services (disbursements) shall be re-invoiced to the Client.
Article 6 - Indexation
All prices applied by The Coworker to the Client shall be subject to annual indexation on each anniversary date, in accordance with the positive evolution of the consumer price index, but without prejudice to a minimum positive indexation of 3.5% per year.
Article 7 - Guarantee
The amount of the guarantee deposited by the Client with The Coworker pursuant to the contractual provisions can never be used to perform the Client's obligations during the duration of the contract.
It shall be returned, less any amounts owed by the Client to The Coworker and subject to compliance with the Client's obligations, within 45 days of the end of the contract and provided that a formal request has been made by the Client for this purpose.
Failing such a request within the aforementioned time period, the guarantee shall be deemed to be acquired by The Coworker and the Client shall be barred from claiming its return.
Article 8 - Invoice
Except for occasional or particular services performed by The Coworker, the Services are invoiced in advance and, for services of a regular nature, at the beginning of each month.
The Coworker reserves the right to send invoices to the Client electronically at the email address stated in the particular conditions.
Any dispute of an invoice must occur within 8 days of its receipt. Failing this, it shall be deemed undisputed by the Client.
Invoices issued by The Coworker are payable immediately unless otherwise agreed. Any failure to pay an invoice due shall automatically entail, without prior notice, the accrual of late payment interest at the rate of 1% per month on the remaining balance as well as the payment of a flat-rate indemnity equivalent to 10% of the total invoice amount with a minimum of 150 EUR and the assumption of any legal fees and recovery costs.
Furthermore, failure to pay any single invoice on its due date automatically implies both (i) the immediate due date of the balance of all other invoices, whether due or not, and (ii) the right for The Coworker to rely on either the suspension or the termination of contractual relationships; termination being at the sole fault of the Client.
Article 9 - Payment by Credit Card
In the event of payment of the Services or the guarantee by credit card, the Client expressly authorizes The Coworker to debit any amount due arising from contractual relationships directly from the Client's bank account.
All costs resulting from refused payments, in particular due to insufficient funds, shall be charged to the Client, who shall bear them.
Article 10 - Termination
The Coworker shall have the right to terminate contractual relationships with the Client at any time by notifying the Client by registered mail, hand delivery against receipt of acknowledgment, or email with receipt of acknowledgment at the address provided in the particular subscription conditions with one (1) month's notice.
The Client shall have the right to terminate contractual relationships with The Coworker on each anniversary date of the contract by notifying The Coworker by registered mail or hand delivery against receipt of acknowledgment with two (2) months' notice, without prejudice to the Client's compliance with a minimum and non-reducible period of 12 months from the effective date of contractual relationships.
Any termination occurring during the course of a month shall entail the immediate payment of amounts due for services rendered by The Coworker for the entire month concerned by such termination.
Article 11 - Termination for Cause
11.1
The Coworker shall have the right to proceed to immediate termination for cause, without notice or compensation in favor of the Client, of contractual relationships concluded with the Client:
- In the event of non-performance or non-compliance by the Client of one of their contractual obligations regardless of whether the breach committed by the Client is considered "serious" or not;
- In the event of non-compliant or fraudulent use by the Client of the Services;
- In the event of bankruptcy, death, judicial reorganization procedure, collective debt settlement procedure, or any other procedure jeopardizing the Client's solvency;
- In the event of use by the Client of the Services in contravention of legal provisions (in particular the law of 18.09.2017 relating to the prevention of money laundering and the financing of terrorism), rules that violate morality and proper conduct, internal regulations, or generally the well-being of other Clients;
- In the event of non-compliance by the Client with legal provisions (such as non-holding of ordinary general assemblies, non-filing of annual accounts or tax returns within the legal deadline, non-identification of ultimate beneficial owners, non-compliance with legal rules specific to the Client's activity, failure to register with the BCE, or any irregularities in information entered in the BCE) or the repetition of legal proceedings initiated against the Client, in particular by public institutions (SPF Finance, ONSS, prosecutor's office, etc.) or creditors.
In the event of termination for cause by The Coworker, this termination shall be deemed to be entirely and exclusively at the fault of the Client. The latter shall, in this case, be liable for an indemnity for damages fixed forfeitarily at 15% of the amounts invoiced by The Coworker for the Services during the duration of contractual relationships, without prejudice to The Coworker's right to claim full repair of its damage.
11.2
The Coworker shall have the right to terminate contractual relationships without notice or compensation in favor of the Client in the event that the authorization necessary for the operation of a center as a service provider (as provided for by the law of 29.03.2018) is withdrawn from it by the competent authorities.
Article 12 - Transfer / Deregistration of Registered Office
In the event that the Client has opted for the registered office domiciliation service, they undertake, as soon as the contractual relationships end, to carry out the necessary formalities for the transfer of the registered office to a new address.
The Client authorizes The Coworker to either carry out, at the Client's expense, the completion of said formalities provided that the Client has communicated the new address of the registered office, or to proceed with the deregistration of the Client's registered office and mandates The Coworker for this purpose.
The Client shall, in any case, be liable, during the period necessary for the completion of formalities and until the legal transfer or deregistration of the registered office is established, for a monthly indemnity corresponding to the monthly amount paid during the duration of contractual relationships for the Services.
Article 13 - Ownership
The Client expressly acknowledges that all property (materials, movables, etc.), documents, etc. located within the Business Center operated by The Coworker (1030 Brussels, Chaussée de Haecht 627) or any other location to which The Coworker has given the Client access belongs exclusively and entirely to The Coworker, unless the Client can demonstrate, with supporting evidence, any property right they might claim.
Any property, material, or document belonging to The Coworker and made available to the Client shall remain the entire and sole property of The Coworker. The Client acknowledges and undertakes not to dispose of it. The Client shall be held responsible for any deterioration, loss, theft, or any use thereof (in particular by a third party) and shall, if necessary, guarantee The Coworker in this regard. The Client shall answer to The Coworker for any damage resulting from the violation of this provision.
Article 14 - Proceedings Against the Client
The Client authorizes The Coworker to transmit and communicate to any authority and bailiff asserting legal title the information requested relating to the Client.
The Client declares and acknowledges that they do not possess, within the premises they occupy pursuant to contractual relationships, any personal property with respect to which they would assert any property right.
The Client shall indemnify The Coworker of any damage resulting from any proceeding whatsoever, generally including recovery or bankruptcy proceedings, initiated against the Client.
Article 15 - Non-Competition and Non-Solicitation of Employees
The Client and all companies or enterprises in which they have a direct or indirect interest may in no way be interested, directly or indirectly, in any activity, enterprise, or company having an object identical or similar to The Coworker and shall not exercise, directly or indirectly, an activity similar or identical to The Coworker.
The Client and all companies in which they have a direct or indirect interest also undertake not to solicit, directly or indirectly, even on behalf of a third party, in any manner whatsoever, any Client of The Coworker for the purpose of offering such client services similar or comparable to those provided to them by The Coworker.
The Client and all companies in which they have a direct or indirect interest further undertake not to, directly or indirectly, even on behalf of a third party, solicit, engage, or appoint in any manner whatsoever (as an independent contractor, employee, director, representative, shareholder, partner, consultant, etc.) any employee, director, partner, or collaborator of The Coworker. These undertakings are subscribed for the duration of contractual relationships between the Client and The Coworker and for a period of five (5) years following the end of contractual relationships.
The Client is responsible for breaches of these undertakings committed by any company in which they have a direct or indirect interest and shall indemnify The Coworker accordingly.
In the event of violation of these undertakings, the Client shall be liable to The Coworker for a minimum indemnity of fifteen thousand euros, without prejudice to The Coworker's right to claim full repair of its damage.
Article 16 - Intellectual Property
The general and particular conditions are strictly protected by intellectual property legislation. Any reproduction, representation, or use thereof, in whole or in part, is prohibited.
Article 17 - Use of Personal Data
The Coworker processes personal data provided by the Client exclusively for internal use. The Client may obtain the communication of their data on simple request and, where applicable, the rectification thereof.
The Client has a right of access, modification, rectification, and opposition regarding information concerning them, under the conditions provided for by the law of 08 December 1992 relating to the protection of privacy with regard to the processing of personal data.
The Client may obtain the communication of their data on simple request and, where applicable, the rectification thereof by sending a letter to the following address: 1030 Brussels, Chaussée de Haecht 627.
Article 18 - Confidentiality
The Client undertakes to keep confidential, without this list being exhaustive, the commercial and contractual conditions as well as the information and documents transmitted in the context thereof. The Client ensures that their employees, collaborators, and any person with whom they are in contact do not communicate them to any third party or company without the prior written authorization of The Coworker.
Article 19 - Appendix
All appendices to the particular and general conditions governing the contractual relationship between The Coworker and the Client form an integral part of the contract concluded between The Coworker and the Client.
Article 20 - Nullity
The possible nullity or invalidity of one of the provisions of the GC or the particular conditions shall not entail the nullity of the other provisions which remain perfectly valid.
Article 21 - Toleration – Waiver
Any toleration by The Coworker regarding the performance by the Client of one of their obligations arising from the contractual provisions cannot be considered as a waiver of its rights for the future, the contractual provisions remaining fully in force.
Article 22 - Applicable Law – Competent Jurisdiction
The contractual provisions are governed by Belgian law.
Any disputes relating to the contractual provisions shall fall under the exclusive jurisdiction of the Courts of the judicial district of Brussels, and where applicable the Justice of the Peace of the 2nd canton of Brussels, ruling in the French language.