These general terms and conditions apply to all quotations drawn up and agreements entered into by The Forge Group BV, having its registered office at Leegheid 7, 2800 Mechelen, Belgium, registered with the Crossroads Bank of Enterprises under the number 0505.791.157, represented by Geert De Wael and Michaël van Damme.
Hereinafter referred to as ‘The Forge’
Any other Terms and Conditions of the Client shall not apply unless expressly accepted by The Forge in writing.
Client: Natural or legal person, or de facto association that purchases the Services.
Services: All agreed assignments that are contained in the quotation(s) and/or the agreement(s) between the Client and The Forge.
Agreement: The Agreement between the Client and The Forge.
The Forge and The Client are individually hereinafter referred to as a ‘Party’ and collectively as the ‘Parties’.
2. Entering into an Agreement
An Agreement between the Client and The Forge shall be entered into when the Client accepts a quotation by signing it, which may or may not be digital, through any other confirmation by the Client or after the Client has requested that the activities be started. Quotations are valid for 30 days.
The Forge undertakes to provide the Client, who accepts, the Service(s) specified in the quotation(s). The Service(s) will be provided in accordance with the terms of the Agreement.
4. Best Effort Obligation
4.1. The Forge shall use best efforts to:
a. Provide services to the Client as described in detail in the attached Work Order;
b. Keep the Client informed of the progress of the services;
c. Provide the Client with such reports as are expressly agreed upon or appropriate to the nature of the services to be performed hereunder;
d. Keep reviewable records of work as agreed with the Client.
4.2. The Client shall provide The Forge in a timely manner with all information, documentation, assistance and support reasonably necessary or useful for The Forge to properly and timely perform the Services. The Forge will not be liable nor be considered to have breached the Agreement for any delays or other consequences arising from the Client’s failure to timely provide such required information and any such failure by the Client shall automatically extend any timelines.
4.3. The Forge will have no obligation to perform services that are not expressly identified in the quotation(s).
5. Duration and Termination
5.1. The Agreement shall enter into force on the Effective date and (subject to the provisions for termination set out below) shall remain in force until the end date of the service with the longest duration, at the end of which the Agreement will automatically end.
5.2. The Agreement shall terminate upon the first to occur of any of the following events:
a. At the end date of the service with the longest duration;
b. Immediately if it would be physically or legally impossible for The Forge to continue to perform the services under the Agreement by reason of any fact or circumstance whatsoever beyond its reasonable control;
c. Upon thirty (30) days prior written notice thereof to the other Party;
5.3. If the Agreement is terminated pursuant to the above Clause 5.2, the Client shall pay all unpaid Services which The Forge performed prior to the date of such termination and for any reasonable, non-cancelable costs incurred by The Forge pursuant to the Agreement. In that respect will The Forge immediately upon termination invoice the mentioned Services and Costs.
6. Fees and Expenses
6.1. The Client agrees to pay The Forge, in accordance with the payment terms set forth under Clause 7 below, the fees described in the quotation(s) for the Services provided by The Forge (the “Fees”). All Fees are subject to the consumption price index and will be amended in January of each calendar year.
6.2. In addition and if applicable, the Client will reimburse The Forge for all pass-through costs such as travel and mileage, transport, business meals and accommodation expenses, telephone and mobile communication costs, courier, photocopies and any other charges reasonably incurred by The Forge in performing the Services (the “Costs”), upon the submission of proper and adequate evidencing documents for the expenses in question.
6.3. The Client shall bear all transfer fees incurred when paying The Forge’s Fees and/or Costs from a country outside The Forge’s country of residence.
6.4. All taxable amounts paid to The Forge in the context of the Agreement shall be in gross amounts, without deduction or withholding tax, and The Forge shall be solely responsible for registering with the VAT authorities and paying all taxes and social security contributions required under Belgian law.
7. Invoicing and Payment
7.1. Fees and expenses are exclusive of VAT and will be invoiced by The Forge to the Client at the applicable time. Invoices are payable within 14 days of invoice date and payments shall be made to the bank account of The Forge:
Account Holder: The Forge Group BV
IBAN: BE90 6511 5618 2332
VAT: BE 0505.791.157
7.2. To be valid, objections to an invoice should be made by registered letter, addressed to the registered office of The Forge, within 14 days of the invoice date. Absence of objections within thisperiod is considered unreserved acceptance of the conformity of the Services and thus rendering them payable by the Client. Objections received after this period of 14 days will not be accepted.
7.3. In case outstanding invoices are not paid, The Forge will have the right, without limiting its rights or redress, to suspend the Services until all invoices are paid in full.
8. Force Majeure
Neither Party shall be held liable for failure to perform under the Agreement if such failure is due to fire, flood, strikes, labor disputes or other industrial disturbances, epidemic, pandemic, death, illness or otherwise unavailability of employees, (declared or undeclared) war, embargos, blockades, legal restrictions, riots, insurrections, governmental regulations, non-performance by suppliers or subcontractors, interruption or failure of a utility service, the unavailability of means of transport or to any cause beyond its reasonable control.
9.1. The Forge will not be liable for any damages caused to the Client, unless such damages are the consequence of gross negligence, fraud or willful misconduct by The Forge.
9.2. The total aggregate liability of The Forge, including that of its employees, agents and sub-contractors, whether in contract, tort (including negligence or breach of statutory duty) misrepresentation or otherwise under or in connection with the Agreement shall not exceed the sum of five thousand (5.000) Euro.
10.1. Parties agree that the content of the Agreement is confidential and will not be disclosed to third Parties, unless such disclosure is required by any applicable law or is demanded by a governmental authority or in connection with any administrative or judicial proceeding.
10.2. Each Party will use their best efforts to safeguard the Confidential Information of the other Party. For the purpose of this article Confidential Information shall mean (i) any information which is either marked as confidential or (ii) is identified as such at the time of disclosure, information which by its nature is clearly confidential (including but not limited to any trade secrets, business ideas or customer list), and (iii) any information regarding the Services, acquired by one Party from the other Party, its clients or developed by The Forge under the Agreement. Confidential Information shall not include information which is or becomes publicly available, unless as a result of breach of the Agreement.
10.3. Parties agree to keep in confidence and not publish (whether in writing or through an oral presentation) or disclose to persons outside the Parties any Confidential Information concerning the other Party.
10.4. Parties shall ensure that all of their staff and employees (if any) are bound by the same obligations as are incumbent on them under the Agreement.
11. Ownership and Assignments
All findings, recommendations and supporting data and analyses and any other work prepared by The Forge pursuant to the Agreement are and shall remain the property of the Client. The Client howevergrants The Forge the right to utilize the Client’s data in a fully anonymized manner for benchmarking and comparison purposes as well as for scientific research.
12. Relationship between the Parties
12.1. Parties shall execute the Agreement in accordance with its terms and in good faith. The Forge warrants that the Services will be provided with professional care and skill, in a good and workmanlike manner, consistent with industry standards applicable to The Forge and using sufficient and duly qualified and experienced staff.
12.2. Parties acknowledge that The Forge shall be engaged in the capacity of an independent contractor. Neither Party shall commit, nor be authorized to commit or bind the other Party in any manner. None of the provisions of the Agreement can be interpreted as indicating consent by the Parties to form a partnership or joint venture.
13. Data Protection
The Forge as processor
As part of the provision of the Services, The Forge, as processor will be led to process (including but not limited to use, modify and store) personal data within the meaning of applicable data protection law, as specified in each Work Order.
With respect to such processing, The Forge shall:
13.1. Process such personal data only on documented instructions from Client, hereinafter referred to as “Controller”, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by European Union or Member State law to which The Forge is subject; in such a case, The Forge shall inform Controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
13.2. Ensure that persons authorized to process such personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
13.3. Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, taking into account in particular the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data transmitted, stored or otherwise processed, and ensure that any natural person acting under the authority of The Forge who has access to personal data does not process them except on instructions from Controller, unless he or she is required to do so by Union or Member State law.
13.4. Respect the following conditions for engaging another processor:
a. The Forge shall not engage another processor without prior specific or general written authorization of Controller. In the case of general written authorization, The Forge shall inform Controller of any intended changes concerning the addition or replacement of other processors, thereby giving Controller the opportunity to object to such changes.
b. Where The Forge engages another processor(s) for carrying out specific processing activities on behalf of Controller, The Forge shall impose on that other processor the same data protection obligations as set out in this Clause, by way of a contract or other legal act under Union or Member State law. Where that other processor fails to fulfil its data protection obligations, The Forge shall remain fully liable to Controller for the performance of that other processor's obligations.
13.5. Taking into account the nature of the processing, assist Controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Controller's obligation to respond to requests for exercising the data subject's rights under applicable data protection legislation.
13.6. Taking into account the nature of processing and the information available to The Forge, assist Controller in ensuring compliance with the obligations under applicable data protection legislation in relation to security of processing, to the notification of any breach of personal data to supervisory authorities and data subjects where relevant, to the carrying out of data protection impact assessments where required and to prior consultation of the supervisory authority.
13.7. At the choice of Controller, delete or return all such personal data to Controller after the end of the provision of the Services, and delete existing copies unless European Union or Member State law requires storage of the personal data.
13.8. Make available to Controller all information necessary to demonstrate compliance with these obligations and allow for and contribute to audits, including inspections, conducted by Controller or another auditor mandated by Controller.
The Forge as controller
13.9. In the framework of the Agreement, The Forge may obtain and process, as a controller, certain personal data from the Client related to Client personnel, such as contact information, details of professional experience, reporting on activities performed (“Personal Data”). The Client hereby represents and warrants that it has duly complied with its obligations under the GDPR and any local data protection laws regarding collection and processing of such Personal Data and is authorized to provide such Personal Data to The Forge.
13.10. These Personal Data are processed for the purposes of performing the Agreement, complying with any applicable laws and, more generally, for the purpose of the legitime business interest of The Forge to manage its clients. For the same purposes, these Personal Data may be shared with The Forge’s Affiliates and The Forge’s selected third party suppliers anywhere in the world. These may include Affiliates and third-party suppliers located outside the European Economic Area, in countries which do not offer a level of protection of personal data comparable to that provided under Belgian Data Privacy Law and the GDPR. In such a scenario, The Forge shall ensure that appropriate and suitable safeguards are put into place in order to protect the Personal Data in accordance with GDPR.
13.11. These Personal Data shall be stored during the whole duration of the Agreement and for a period of 10 years thereafter.
13.12. The Client personnel has the right to request from The Forge access to and rectification or erasure of the Personal Data or restriction of processing concerning them or to object to processing as well as the right to data portability provided that the conditions of the GDPR are met.
13.13. The above-mentioned rights can be exercised by sending a written request at firstname.lastname@example.org. The Forge reserves the right to check the identity of the requestor.
13.14. If they deem it appropriate, the Client personnel can also lodge a complaint with the Data Protection Authority, rue de la Presse/Drukpersstraat 35, 1000 Brussels or via its website www.autoriteprotectiondonnees.be / www.gegevensbeschermingsautoriteit.be.
13.15. The Client undertakes to inform its personnel of the above.
In the event that any provision or part of any provision of the Agreement would be found invalid, illegal or unenforceable, in whole or in part, this shall not affect the remaining parts of provisions of the Agreement which shall continue in full force and effect, as if the invalid, illegal or unenforceable provision had never been contained herein. In such event, Parties will undertake to agree a new or amended provision that embodies as closely as possible the purpose of the invalid, illegal or unenforceable provision(s).
15. Dispute Resolution
Any controversy or claim arising out of or relating to the Agreement which cannot be settled amicably shall be subject to the exclusive jurisdiction of the competent courts of Antwerp, Belgium and substantive Belgian law shall apply.