ART. 1 – PURPOSE AND SCOPE
These General Terms and Conditions govern the services offered by SA PROTECTION UNIT (hereinafter PU), the registered office of which is located at rue Campagne du Moulin 53/12 – 4470 Saint-Georges-Sur-Meuse (Belgique), registered with the Crossroads Bank for Enterprises under no. 0881.569.949.
Unless otherwise specified, they comprise the governing regulations for the parties, to the exclusion of the Customer’s General Terms and Conditions.
By entrusting an assignment to PU, the Customer acknowledges that it has been informed of, and unconditionally accepts, these General Terms and Conditions.
ARTICLE 2 – PRICE & PAYMENT TERMS
ARTICLE 2.1 – VALIDITY OF OFFERS
Unless otherwise stipulated, the prices mentioned in our offers are only valid if said offers are expressly accepted in writing within 15 days of being sent.
ARTICLE 2.2 – PRICE – HARDSHIP CLAUSE AND JOINT COMMITTEE 317
The prices for the services provided by PU are set either at the time of the offer or when the order is submitted.
Unless otherwise stipulated, they are indicated exclusive of VAT and do not include any applicable taxes or administrative costs.
They may be increased or decreased depending on the rules specific to Joint Committee 317, which governs the security sector. In addition, PU has the right to adapt them at any time in the event that external elements increase the cost of providing the services on PU’s part (including, but not limited to, tax and tax-related charges and insurance premiums).
Any services provided in addition to those agreed in the offer and/or when the order was submitted shall be invoiced on a cost basis.
Any urgent service provision (requested less than 48 hours before the start of the assignment) shall be automatically increased by 25% compared to the prices usually applied for such an assignment.
ARTICLE 2.3 – CANCELLATION OF ASSIGNMENT & PENALTY CHARGE
Any cancellation of a service less than 72 hours before the start of the service provision shall be subject to a 4-hour penalty charge per security guard concerned as compensation for the costs incurred and the loss of the expected profit under the Contract.
ARTICLE 2.4 – PAYMENT TERMS
- Payment in cash and obligation to submit any objection within eight days
Unless otherwise stipulated, invoices are payable in cash without any discount.
The Customer undertakes to check the invoices on receipt and to submit any objection within eight days.
If no objection is submitted within said period, invoices shall be deemed to have been definitively accepted.
- Late payment interest and penalty clause
If payment is not made by the due date, invoices shall automatically and without formal notice bear late payment interest at the annual rate of 10% and a penalty clause of 10% (degressive as from €4,000.00 in accordance with the case law of the Courts of Appeal) with a minimum of €40.00 shall apply.
- Serious misconduct, cancellation and termination indemnity
Failure to pay following formal notice to honour outstanding debts constitutes serious misconduct on the part of the Customer, entitling PU to cancel the Contract at the sole fault of the Customer.
In addition to ancillary costs related to the outstanding invoices, PU shall be entitled to compensation for termination of the Contract amounting to 25% of the amount of the Contract, excluding VAT, until its expiry
It is possible that PU may call on the services of factoring companies and, therefore, that invoices may be transferred to them.
A mention on the invoice shall indicate to the Customer the account in favour of which the payment is to be made, along with the payment references.
After a certain period of time has elapsed, it is possible that the invoices may be ceded back to PU, which shall then have the sole benefit and capacity to recover the sums due.
The Customer’s attention is drawn to the fact that any late payment shall result in the debiting of ancillary contractual costs, regardless of whether the payment takes place in favour of the account of the factoring company or of the account of PU.
In addition, PU shall be entitled to claim the ancillary contractual costs directly from the Customer if only the principal amount has been paid to the factoring company.
ARTICLE 3 – CANCELLATION OF THE CONTRACT FOR SERIOUS MISCONDUCT
In the event of a serious breach, each Party may terminate the Contract by means of a registered letter, without providing notice and without compensation.
The examination of the seriousness of the grounds shall, however, remain subject to subsequent verification by the competent Court.
ARTICLE 4 – DURATION OF THE CONTRACT
The duration of the Contract is set out in the offer or in the order.
In the absence of a specific provision, the Contract is concluded for an indefinite period and may, therefore, be terminated at any time subject to notice given by registered letter and compliance with a notice period of 3 months starting on the 1st of the month following the sending of said notice.
A Contract concluded for a fixed term may not be terminated early, unless a penalty charge is paid which corresponds to the loss of the expected profit under the Contract, contractually set at 25% of the total amount of the Contract, excluding VAT, until its expiry.
A Contract concluded for a fixed term and not terminated by registered letter at least three months before its expiry shall be automatically renewed for the same term, repeatedly where applicable.
ARTICLE 5 – HARDSHIP AND FORCE MAJEURE CLAUSE
If, during the performance of the Contract, unforeseeable events upset its balance or render its performance abnormally difficult from a technical or economic point of view, PU may suspend/cancel the Contract by registered letter, invoking this article of the General Terms and Conditions.
The Customer may not claim any compensation for the suspension and/or cancellation of the Contract where it is events beyond the control of PU that led to this suspension/cancellation.
By way of illustration, without being exhaustive, these events include strikes, social unrest, the absence of means of transport, labour shortages, epidemics and pandemics and, in general, any event affecting society in general or the security sector in particular.
Payment for the services provided shall remain due in full.
ARTICLE 6 – WORKING CONDITIONS & COMPLIANCE WITH CUSTOMER-SPECIFIC RULES
The Customer shall provide PU staff with working conditions which comply with applicable legislation and, in particular, the Code of Well-Being at Work and all related legislation.
At the beginning of each assignment, the Customer shall provide to PU by registered letter all the rules specific to its company (standards applicable to the sector, internal regulations, etc.) so that PU staff can comply with them.
If the said rules are not provided, no complaint may be made by the Customer.
ARTICLE 7 – INTELLECTUAL PROPERTY
All drawings, specifications, calculations, schedules, work methods, quality control systems or, in general, any documents provided by PU in the course of providing services to the Customer, are confidential and remain the intellectual property of PU.
As such, the Customer may not use them for its own purposes or make them available to third parties.
In the event of a breach of this obligation, the Customer shall be liable for fixed compensation of €100,000, without prejudice to the right of PU to claim all the damage suffered.
ARTICLE 8 – INDEPENDENCE
PU staff shall remain strictly independent of the Customer, with the latter only being able to give PU staff orders or instructions to the extent agreed in writing when the order was signed with PU.
In the event of a breach of the aforementioned obligation, the Customer shall be liable for all consequences resulting from the orders or instructions given, whether wrongful or not, without PU being held liable in any respect whatsoever.
ARTICLE 9 – NON-POACHING
The Customer may not hire, directly or through an intermediary person or company, any member of the staff of PU, both during the term of the Contract and during the 12 months following its expiry.
In the event of a breach of this prohibition, the Customer shall be liable for minimum lump sum compensation equal to twelve months of the gross remuneration of the person hired, subject to any additional damages that PU may claim from the Customer if its damage is greater.
ARTICLE 10 – SECURITY CARD
PU personnel shall have an identification card which they shall present to the Customer upon request.
ARTICLE 11 – SECURITY FORCES
As part of their assignments, PU staff are likely to be in contact with security forces in the broad sense (police, military, fire brigade, control services, etc.).
In this respect, PU staff have an obligation to identify such persons.
PU may not be held liable in the event of incorrect identification and for any direct or indirect damage related to the acts carried out by said persons.
Any costs related to the intervention of security forces or any third party (ambulances, work to secure an area, etc.) shall be borne exclusively by the Customer.
ARTICLE 12 – OBLIGATION TO COOPERATE FAIRLY AND IN GOOD FAITH
Before any start of the contractual assignments, the Customer undertakes to provide PU with all the elements necessary for the performance of said assignments (keys, documents, etc.).
As stipulated in Article 6, the Customer shall also send PU its internal regulations, security regulations and more generally all the rules applicable to its sector.
PU shall only be required to comply with the instructions provided to the extent that they were provided in writing within a reasonable period prior to the commencement of the assignment and accepted in writing by PU.
If PU’s staff are faced with a situation likely to be harmful (fire, water damage, any incident) and if no instructions have been communicated on this subject, they shall react and take or not take the measures they deem useful with a view to reducing the damage, without it being possible to hold PU liable.
ARTICLE 13 – LIABILITY LIMITATION AND INSURANCE
PU declares that it has insured its third party liability in accordance with its legal and regulatory obligations.
It shall provide a copy of the insurance policy or policies taken out at the Client’s written request.
Whatever the cause of any liability incumbent upon PU, except in the event of fraud but including in the event of gross negligence, the Customer shall only have recourse against it up to the amount of the Contract excluding VAT at most.
In the event that the Customer wishes to bring proceedings against PU, it shall be its responsibility, under penalty of forfeiture, to notify PU thereof within 2 working days of the occurrence of the loss.
The Customer shall provide full and sufficient evidence of PU’s liability and the amount of damage suffered.
PU may not under any circumstances be held liable for any indirect damage suffered by the Customer, namely financial or commercial damage that is not the direct and immediate consequence of a breach by PU of its obligations, in particular loss of earnings, increase in overheads, disruption of the schedule, loss of profit or Customers or expected profits, loss of data or information, etc.
Only direct damages capped by the amount excluding VAT of the Contract shall be compensated.
ARTICLE 14 – CUSTOMER VEHICLES
If a vehicle belonging to a Customer is used by PU staff, it is agreed that:
- this vehicle is insured against COMPREHENSIVE material damage and compulsory third-party liability;
- in the event of damage, PU’s liability is strictly limited, with regard to repairs following an accident, to the amount of the excess of the material damage insurance covering the vehicle, to the exclusion of any other damage;
- if this vehicle is also used by the Customer and/or its staff as well as third parties, a journey log is present in the vehicle and completed by each user in order to be able to assign responsibility in the event of damage.
ARTICLE 15 – PU EQUIPMENT KEPT WITH THE CUSTOMER
PU equipment kept on the Customer’s premises shall remain the property of PU.
Nevertheless, responsibility for the safekeeping of such equipment shall be transferred to the Customer and the latter shall be obliged to compensate PU for any loss or damage of such equipment, whatever the cause except for normal wear and tear.
ARTICLE 16 – DATA PROTECTION
The way in which PU collects and uses personal data complies with the GDPR and the Belgian law of 30 July 2018.
Customer data are processed lawfully and fairly for the proper performance of the contractual relationship and are only retained for the time necessary for the assignment and to comply with PU’s accounting and tax obligations.
The Customer has the right to access, correct and delete data.
Any questions relating to data protection may be sent to the data controller at: firstname.lastname@example.org
ARTICLE 17 – PARTIAL NULLITY
In the event that any provision of these General Terms and Conditions is rendered void, such nullity shall only affect that provision, to the exclusion of the others.
ARTICLE 18 – CONFIDENTIALITY
The parties shall refrain, even after the end of the contractual period, from using or revealing to third parties any business or corporate secrets of which they may have become aware in connection with the performance of the Contract between them.
ARTICLE 19 – CHOICE OF COURT CLAUSE AND APPLICABLE LAW
In the event of a dispute, the Courts of Liège shall have sole jurisdiction and shall apply Belgian law.
ARTICLE 20 – VALUES
PU has a charter of values and ensures that all its staff respect these values: service and hospitality, trust and integrity, rigour and excellence, listening to customers, adaptability and agility.
ARTICLE 21 – CONTACT
Any questions regarding services provided by PU may be sent by post to the address of the registered office or by email to: email@example.com