1.1 These general terms and conditions apply to all One-off Services to the Client by the Service Provider - Direct Social Communications srl/bv (hereinafter 'DSC'), located at Rue Victor Rauterstraat 33, 1070 Brussels, registered under company number 0679.503.410.
1.2 "Client" refers to the organization that issues an assignment to DSC.
1.3 "Offer" means the agreement (incl. order confirmations and (follow-up) orders) between the parties defining the Service(s) and the terms and conditions of service for which the Client engages DSC.
1.4 All Offers with DSC are exclusively subject to these general terms and conditions. Any purchase or other conditions of the Client are expressly rejected.
1.5 Deviations from these general terms and conditions are only valid if they have been expressly agreed in writing.
The Services provided by DSC are those described in the Offer delivered to the Client.
3.1 Any Offer issued by DSC is without obligation, whether in terms of price, delivery time or otherwise. The prices indicated by DSC are exclusive of VAT. Offers are valid for 4 weeks, unless otherwise indicated. The Client is obliged to confirm the Offer in writing or by signature.
3.2 After the confirmation of the Offer between the Client and DSC, the Client remains liable for the amount and/or the fees that would be due to DSC upon execution of the (partial) assignment - regardless of whether the Client cancels or revokes its assignment during or after the execution.
4.1 DSC shall perform the Offer in a professional and appropriate manner.
4.2 If and to the extent that DSC deems it necessary for the execution of the Offer, DSC shall be entitled to outsource activities to subcontractors or third parties on behalf of the Client.
4.3 If due to circumstances attributable to the Client and DSC is unable to complete the Services fully and within the agreed time frame, DSC has the right to extend the Services without being obliged to pay any compensation or to moderate the price.
4.4 The Offer mentions the Services provided by DSC. If DSC needs to add additional Services, the price will be adjusted accordingly. When this occurs, the Client will be informed in advance.
5.1 DSC can be held liable for compensation by the customer if (part of) the assignment on the Offer have not been carried out correctly.
5.2 DSC cannot be held liable by the Client for any indirect damage (including, but not limited to, loss of profit and/or turnover, lost opportunities and savings, loss of (potential) clients and/or donors, damage due to business interruption).
5.3 If, through the fault of a subcontractor or partner company, an error occurs in the course of a Service, DSC shall make every effort to repair the error and/or find a solution acceptable to the Client.
5.4 DSC's liability is in any case limited to the costs of the incorrectly executed (partial) assignment or Service.
6.1 The Client shall provide DSC with all the information reasonably required to fulfil its obligations as described in the Offer. If the Client fails to provide the information necessary for the proper performance of the Services in a timely and complete manner, consequential damages shall be borne by the Client.
6.2 The Client shall safeguard DSC for all third party claims, including the costs of legal assistance, related to the Services carried out for the Client.
7.1 If a 'fixed' price is mentioned in the Offer, that price will be invoiced to the Client. If no 'fixed' price is mentioned in the Offer, the amount due shall be determined by a subsequent calculation based on the current fees of DSC.
7.2 Unless otherwise agreed or in case of no ‘fixed’ price, all prices are yearly indexed on the 1st of January based on the health index of December of the previous year.
8.1 All invoices are payable in cash and in their totality.
8.2 DSC is entitled to invoice part of Services already executed separately. If the Client fails to pay the invoices timely, DSC is entitled to cease or terminate the Services stipulated in the Offer.
8.3 Deferred interest: any invoice that remains unpaid 30 days after the invoice date shall automatically and without notice be entitled to interest at the legal rate per month of delay.
9.1 For the execution of the Offer, the Client, as Data Controller, relies on DSC as Data Processor. The conditions under which DSC processes the personal data of (potential) donors and/or clients on behalf of the Client are set out in a Processing Agreement concluded between both parties.
9.2 If external addresses[1] are used for a fundraising campaign, they may only be used once for the processing of that specific campaign. Data from potential donors may only be processed after this period in case the donor has made a donation to the Client.
9.3 Lists or extracts of rented addresses received by the Client must be deleted after a maximum of 4 months after drop date of the campaign. This also applies to engaged subcontractors.
9.4 In all communications to potential donors, DSC includes a privacy disclaimer giving the data subjects the opportunity to object to the processing of their personal data.
9.5 DSC shall take all appropriate technical and organizational measures to secure the personal data processed on behalf of the Client against unauthorized or unlawful processing and against accidental loss, destruction or damage.
9.6 DSC and the Client shall take the necessary measures to ensure that any natural person acting under the authority of DSC and/or the Client, who is having access to the personal data, processes it only on behalf of the Client, except when required by the Union or Member State law.
[1] ‘External addresses' are addresses of potential donors rented once off for a campaign on behalf of the Client with the purpose of recruiting new donors.
10.1 DSC agrees to keep secret all information it receives on the occasion of or during the execution of the Offer about the Client, its personnel policy, its staff, its (potential) donors, its clients, its suppliers and its projects (hereinafter referred to as "Confidential Information").
10.2 DSC shall not disclose the Confidential Information to subcontractors or third parties without the prior written consent of the Client, with the exception of information that is useful and necessary for the proper execution of the Offer and information that must be communicated for legal, accounting or regulatory reasons.
10.3 The obligation of confidentiality does not apply to any information which:
All intellectual property rights arising in connection with the execution of the Offer belong to DSC. The intellectual property rights include, among others, the rights to the concept, communication tools, domain names, copyright and know-how. This is of course without prejudice to the intellectual property rights that belong to the Client or that are made available to DSC within the framework of the Offer, such as those relating to texts and illustrations. The latter are exclusively used in the context of the Service described in the Offer.
12.1 TERMINATION - If either party ceases its activities, is declared insolvent, files for bankruptcy, or is declared bankrupt, or is placed in liquidation, the other party may immediately terminate the Services described in the Offer, without any compensation being due for such termination.
12.2 FORCE MAJEURE - A party shall not be held liable for non-compliance with its obligations under the Offer where such non-compliance is due to reasons beyond its reasonable control, such as fire, epidemics, pandemics, floods, strikes, social tensions or other disruptions of economic life, unavoidable accidents, embargoes, blockades, legal restrictions, revolution, hacking, measures by public authorities or unavailability of means of transport.
12.3 DISPUTES - APPLICABLE LAW. The Offer is governed by the Belgian law. All disputes arising from the execution or termination of the Offer shall fall under the exclusive jurisdiction of the courts of the judicial district of Brussels.