General terms and conditions

MERLUNO BVBA, having its registered office at 347 Prins Boudewijnlaan, 2610 Wilrijk, registered in the Crossroads Bank of Enterprises (general business register) under company number 0882.418.403 (hereinafter referred to as “MERLUNO”) is a consultancy firm specialized in assisting other companies by providing advice on the strategic and operational level for market development, training and coaching (hereinafter referred to as the “Services”).

The client may be any natural person or legal entity which enters into a contractual relationship of whichever nature with MERLUNO in connection with his or its trading, business, artisanal or professional activity (hereinafter referred to as the “Client”).

  1. Article 1 – APPLICABILITY

    1. Without prejudice to the application of any particular terms and conditions contained in a separate, written agreement, these general terms and conditions shall apply to every offer, quotation or agreement by and between MERLUNO and the Client.
    2. The conclusion of an agreement with MERLUNO shall entail the full cognizance and the full and unconditional acceptance of the general terms and conditions of MERLUNO.
    3. MERLUNO reserves the right to amend these general terms and conditions at all times in line with the economic and legal necessities. The Client shall be advised of the new general terms and conditions which shall enter automatically into force after the expiry of a period of 5 (five) days.
    4. The application of the general terms and conditions of MERLUNO shall exclude the application of any other (general or particular) terms and conditions of the Client.

  2. Article 2 – AGREEMENT

    1. The quotations of MERLUNO given to customers shall be without obligation and shall not bind it as such. Quotations shall be valid for a period of 30 (thirty) days following the date on which the quotation was drawn up. Orders from a Client not confirmed in writing shall not bind MERLUNO either.
    2. An agreement shall be concluded by and between MERLUNO and the Client only by (i) the signing of an order or any other written agreement by a manager of MERLUNO or by a person explicitly designated by one of the managers for that purpose, or (ii) by the performance of the agreement by MERLUNO.
    3. All quotations of MERLUNO shall be drawn up on the basis of the wishes of and such data as provided by the Client. Any change in these data may lead to a revision of the price.

  3. Article 3 – OBLIGATIONS

    1. MERLUNO shall provide the Services to the best of its ability. In this connection, MERLUNO may carry out all desired operations and gather information that it shall deem reasonably necessary in order to provide the Services properly. The Services that MERLUNO provides shall however always constitute a best efforts obligation and under no circumstances an obligation of result.
    2. In order for MERLUNO to provide the Services, the Client shall be required to provide in due course the necessary information and explanations as to the wishes of the Client. MERLUNO shall be entitled to suspend the provision of its Services for as long as the Client does not fulfil this obligation.

  4. Article 4 – PRICES

    1. Unless the parties should agree another compensation arrangement in writing, MERLUNO shall provide the Services at the price indicated in the confirmed quotation agreed by and between MERLUNO and the Client.
    2. The prices shall be exclusive of VAT, whereby VAT and any other taxes or duties related to the Services provided by MERLUNO, inclusive of all taxes or duties which should enter into force as of the effective date of the agreement as stipulated in the confirmed quotation, shall be borne fully by the Client. The prices shall moreover be exclusive of any costs entailed by the intervention of third parties, as indicated in the quotation.
    3. MERLUNO expressly reserves the right to increase the agreed price if, after the signing of quotation, one or more cost factors (including but not limited to energy prices and labour costs) increase, even if this occurs as a result of foreseeable circumstances.
    4. MERLUNO moreover reserves the right to adjust the agreed price annually to the consumer price index. The initial index shall be that of the month which precedes the commencement of the agreement by and between MERLUNO and the Client, and the new index shall be that of the month which precedes the anniversary date of the entry into force of the agreement.

  5. Article 5 – PAYMENT

    1. Unless otherwise provided in the confirmed quotation, the invoices of MERLUNO shall be payable at the latest 30 (thirty) days after the date of issue. The invoices shall be paid in Euros by transfer to the bank account indicated on the invoice concerned.
    2. MERLUNO shall be entitled to claim payment of an advance or prepayment of the invoice in full, failing which the service shall be suspended until payment is made.
    3. Complaints concerning an invoice shall be admissible only if the Client informs MERLUNO thereof in detail in writing within a period of 7 (seven) business days as of the issue date of the invoice (without such notice entailing any acceptance of the contents thereof on the part of MERLUNO). In the absence of such notice, the invoice shall be deemed accepted by the Client without any reservation.
    4. If an invoice is not paid when due, all other claims on the Client which have not yet fallen due shall become due by operation of law and without prior notice of default. In such a case, MERLUNO shall moreover reserve the right to suspend the provision of all ongoing Services, likewise without prior notice of default or compensation.
    5. If an invoice is not paid, the Client shall moreover, automatically and without prior notice of default, be liable to pay interest at a rate of 1% per month as of the due date of the invoice. In addition the Client shall, automatically and without prior notice of default, be liable to pay a lump sum of 10% of the amount of the invoice, exclusive of VAT, with a minimum of € 250, without prejudice to the right of MERLUNO to claim the full damages actually suffered in such a case from the Client.

  6. Article 6 – TERM AND TERMINATION

    1. The service provision shall commence after the written confirmation of the quotation and shall end when all Services have been provided to the Client by MERLUNO, and the Client has made all payments for the Services in full, except in the case that a specific term was agreed in the quotation.
    2. Either party may terminate an open-ended agreement, if so opted in the quotation, by means of a 2 (two) months’ notice served to the other party by a registered letter, starting from the first day of the month following the month in which the party served notice of its wish to terminate the agreement.
    3. If a delivery period was agreed in the quotation, it shall at all times be considered strictly for information only, without any obligation of result on the part of MERLUNO. The Client shall not be entitled to terminate a fixed-term agreement early, except by payment of the full price as indicated in the confirmed quotation.
    4. Agreed periods shall in any event be extended as a result of any delays attributable to the Client, a third party and/or force majeure. If, as a result of the delay, the Services cannot commence on the planned start day, for instance because the advance was not paid, the Client shall be liable to compensate MERLUNO for the ensuing damages.
    5. MERLUNO shall be entitled to terminate the agreement with the Client at all times, effective immediately, without court authorization, without prior notice of default and without payment of any compensation, in the following cases: (i) if, despite 7 (seven) days’ notice of default served in writing, the Client continues to fail to comply with one or more of the obligations arising out of the agreement; (ii) in the event of cessation of payments or (application for) bankruptcy by the Client; (iii) in the event of liquidation or discontinuance of the activities of the Client; (iv) if the control of the Client should change; (v) if the Client refuses to make a prior payment pursuant to Article 5.2 of these general terms and conditions; or (vi) if MERLUNO has justifiable reasons to doubt that the Client will fulfil his obligations to MERLUNO, for instance if, but without being exhaustive, a financial background check should show that the Client is insolvent.In the event of such termination, MERLUNO reserves the right to claim compensation for the costs, interests and damages it has suffered as a result, and all claims of MERLUNO on the Client shall become immediately due.
    6. All notices shall be served to the other party by registered letter.

  7. Article 7 – LIABILITY

    1. Except in the case of fraud or gross negligence, MERLUNO shall at no time be held liable or required to pay compensation for immaterial, indirect, or consequential damage, including (but not limited to) loss of earnings, loss of turnover, loss of income, loss of clientele or claims by third parties.
    2. The total (contractual and extra-contractual) liability of MERLUNO shall moreover at all times be limited to the price actually paid for the Services pursuant to the confirmed quotation or, if the agreement is open-ended, the price actually paid during the last six months thereof.
    3. The Client shall guarantee that the information provided to MERLUNO does not infringe the rights of third parties. In any event, he shall hold MERLUNO fully harmless from any claim on that basis, and shall compensate MERLUNO for all possible damages suffered in this respect.

  8. Article 8 – NON-SOLICITATION

    1. If, during the agreement or during a period of 12 (twelve) months after the termination thereof, the Client should offer to hire or otherwise retain the services of a (former) worker, employee or other agent of MERLUNO, the Client shall be liable to pay compensation of €50,000 to MERLUNO.

  9. Article 9 – SEVERABILITY

    1. If a provision (or part thereof) of these general terms and conditions should be unenforceable, null and void or contrary to a provision of mandatory law, it shall not affect the validity and enforceability of the other provisions. In such a case, MERLUNO and the Client shall negotiate in good faith to replace the provision at issue by an enforceable and legally valid provision which comes as close to the purpose and scope of the original provision.

  10. Article 10 – CONFIDENTIALITY

    1. AllinformationprovidedorexchangedbyandbetweenMERLUNOandtheClientunderorin connection with the agreement shall remain explicitly confidential, with the exception of information that the parties have already disclosed to the public or information of which the public is deemed to be cognizant.
    2. The parties undertake not to disclose, reproduce, or have the information provided to them used for purposes other than those for which it was intended, during as well as after the term of the agreement and for a period of 1 (one year) after the termination thereof.

  11. Article 11 – INTELLECTUAL PROPERTY RIGHTS

    1. Any invention, discovery, drawing, model, trademark, tradename, design or copyright, knowhow or other intellectual right created, altered or brought into being under the provision of the Services for the Client shall be owned in full by MERLUNO without any compensation.
    2. MERLUNO shall, as rightsholder, grant a limited right of use to the Client to the intellectual property rights which result or come into being as a result of the provision of the Services. Said granted right of use shall be strictly limited to the performance of the usual business activities of the Client.

  12. Article 12 – EXCLUSIVITY

    1. Neither of the parties shall be bound by any obligation of exclusivity, unless expressly agreed otherwise in writing in the quotation.

  13. Article 13 – FORCE MAJEURE

    1. In the event of force majeure, the obligations of the party which finds itself in the situation of force majeure shall be suspended. The parties shall in such a case make all reasonable efforts to limit the consequences of said situation. If the situation of force majeure should last more than 2 (two) months, the other party shall be entitled to terminate the agreement without the need to refer the matter to court, without the other party being liable to pay any compensation to the first party.
    2. Forcemajeureshallbetakentomeanthesituationinwhichtheperformanceoftheagreement by one of the parties is hindered fully or partially, temporarily or otherwise, by circumstances beyond the control of that party, even if such circumstances were already foreseen at the time that the agreement was concluded. Cases of force majeure shall include but not be limited to: strikes or lockouts, fire, riots, war, epidemics, floods, electrical, IT, Internet or telecommunication failures, decisions or intervention by the government or errors or delays attributable to third parties, etc.

  14. Article 14 – SUBSIDY APPLICATIONS

    1. If for the performance of the agreement with a Client, MERLUNO is called upon as a certified service provider for the KMO-portefeuille [SME portfolio], Cheques d’Entreprise [Company Vouchers], Sesam [support for employment in market activities] or other suchlike subsidy, the parties expressly agree that the application filed to that end shall be managed fully by the Client, whereby MERLUNO shall have only an advisory role, which shall entail no guarantee to obtaining a subsidy in any form.
    2. MERLUNO undertakes to comply with the conditions imposed on certified service providers.

  15. Article 15 – APPLICABLE LAW AND COMPETENT COURT

    1. These general terms and conditions shall be governed by Belgian law.
    2. Any and all disputes about the interpretation or application of these general terms and conditions shall be referred to the courts of Antwerp, section Antwerp, unless imperatively required otherwise by law.