Terms and conditions - Social Insights

ARTICLE 1. APPLICATION OF THE GENERAL TERMS AND CONDITIONS

1.1 These conditions apply to all proposals and contracts related to Insights, a service developed by Outsource Marketing And Communications BV with the address: Kompasplein 19 3B – 9000 Ghent and company number BE 0450.235.594) (hereinafter ‘Outsource’), and take precedence over any other document of the client. Placing an order implies the recognition and acceptance of these general terms and conditions by the client.

ARTICLE 2. OFFERS, ORDERS, AND PRICES

2.1 Within the framework of Insights, every collaboration between the client and Outsource begins with a preparatory conversation (meeting, telephone call, or through any other channel) in which the main details of the collaboration are established:

Date of the first report
Date of the agreement for ‘Administrator’ access to the client’s LinkedIn page
Estimated price for 4 reports (1 per quarter)
Arrangements regarding invoicing

2.2 Outsource formalizes the terms of the collaboration in a purchase order. The client commits to accepting this within a period of 30 days.

2.3 The offered prices are exclusive of VAT and are calculated based on the estimated annual number of LinkedIn posts of the client at the conclusion of the contract. All services outside the contract are offered and invoiced separately.

ARTICLE 3. OBLIGATIONS AND DURATION OF THE COLLABORATION

3.1 Outsource commits to providing quality reports, in accordance with the expectations defined during the preparatory conversation.

3.2 The client commits for a period of one year, corresponding to the delivery of 4 reports. Without notice to the contrary, the collaboration is then tacitly extended for a new period of one year.

3.3 By placing an order, the client commits to granting Outsource the necessary access needed for collecting data on the company’s LinkedIn page within the agreed-upon terms.

3.4 Outsource starts working as soon as it has ‘Administrator’ access to the client’s LinkedIn page. In case of delay in providing ‘Administrator’ access, Outsource reserves the right to postpone the delivery of the report and adjust the invoicing accordingly.

ARTICLE 4. CANCELLATION OF AN ORDER

4.1 The client has the right to cancel an order. The cancellation must be confirmed by email to the address accounting@outsource.be with reference to the order form.

4.2 In the event of cancellation, the client will not owe any costs as long as Outsource has not yet started the project. However, Outsource always claims compensation amounting to 20% of the estimated price.

ARTICLE 5. DELIVERY OF SERVICES AND EXECUTION PERIODS

5.1 The execution periods are indicative and not binding for Outsource. No delay entitles to compensation, price reduction, or termination of the contract. Every binding term is extended in case of untimely transfer of information by the client.

ARTICLE 6. RISK

6.1 The goods of the client at Outsource are stored at the risk of the client.

ARTICLE 7. INVOICING AND PAYMENT TERMS

7.1 The invoicing of the reports is carried out according to the modalities established during the preparatory conversation mentioned in Article 2.1: a 20% advance at the start of the project and then a pro-rata invoice per delivered report or a fixed monthly invoice.

7.2 Unless expressly agreed otherwise, Outsource’s invoices are payable in cash within 30 days. Disputes must be made known to Outsource by registered letter within 15 working days after sending the invoice. A dispute cannot justify a delay or suspension of payment.

7.3 All invoices are payable on their due date by transfer to the account number of Outsource. Any individual or company that places an order with the request to invoice a third party is personally responsible for the payment of the invoices. Permitted discounts lapse if the general terms and conditions are not respected.

7.4 If the client does not proceed with payment within 8 days after receiving a reminder from Outsource, the client owes Outsource interest for late payment at the interest rate specified in Article 5 of the Law of 02/08/2002 on Combating Late Payment in Commercial Transactions, increased by a lump sum compensation of 40 euros for collection costs. A lump sum compensation of 10% of the invoice amount with a minimum of 125 EUR is also charged. The due interest is calculated from the date of the reminder until full payment. Furthermore, Outsource reserves the right to suspend further execution of its obligations until the client has paid the overdue invoices. Any delay in payment by the client makes all due sums immediately payable. In such a case, the client may not use the creations made by Outsource.

ARTICLE 8. SUSPENSION AND TERMINATION OF THE CONTRACT

8.1 If a project is suspended by the client, the obligation to pay remains in effect. The suspension of the project does not lead to a suspension or postponement of payments owed by the client.

8.2 Outsource reserves the right to immediately terminate the agreement and/or block access to the services, either in whole or in part, temporarily or permanently, if the client fails to meet their obligations, including but not limited to non-payment of invoices. In such a case, the client is not entitled to a refund of any prepaid fees or compensation. Outsource will inform the client about such measures.

8.3 Outsource may terminate the agreement without prior warning and immediately if the client is declared bankrupt, applies for or accepts a judicial arrangement, or is generally unable to meet their payment obligations.

ARTICLE 9. OBJECTIVES AND LIABILITY
9.1 Outsource commits to providing the agreed-upon services. All services are best-effort commitments. Outsource is not responsible for errors resulting from insufficient information from the client.

ARTICLE 10. INTELLECTUAL PROPERTY RIGHTS
10.1 The client’s information remains their property. The reports designed by Outsource remain its intellectual property, even after the termination of the contract.

ARTICLE 11. CONFIDENTIALITY
11.1 The parties commit to maintaining the confidentiality of the exchanged information.

ARTICLE 12. POACHING
12.1 The client commits not to employ any employees who are or were engaged in projects for the client at Outsource, whether under an employment contract or not, or who have ended their collaboration with Outsource less than six (6) months ago.

12.2 The parties agree that a violation of Article 12.1 entitles Outsource to a compensation from the client.

12.3 For employees, the compensation stated in Article 12.2, at the time of recruitment, is equal to the gross annual salary paid by Outsource to the concerned person, or possibly on a pro-rata basis. This includes extra-legal benefits and is calculated based on the most recent salary slip of the concerned employee or former employee.

12.4 For freelance and independent contractors, the compensation mentioned in Article 12.2 equals the gross remuneration (including benefits) provided to them by Outsource in the 12 months preceding the recruitment or the end of the collaboration agreement. If the assignment of a freelance or independent contractor lasted or has lasted less than 12 months, the compensation will be extrapolated to a gross remuneration (including benefits) that Outsource would have paid if the collaboration had actually lasted 12 months.

12.5 This clause and all its parts are valid until 18 months after the termination of Outsource’s projects at the client.

ARTICLE 13. PROCESSING OF PERSONAL DATA
13.1 Outsource processes personal data in the context of the services provided to the client, in compliance with applicable laws.

ARTICLE 14. REFERENCE
14.1 The client agrees that projects carried out by Outsource can be included in the portfolio of Insights and Outsource. Furthermore, the client agrees that these projects can be used for promotional purposes on the websites of Outsource and Insights, their social networks, and in any other form of communication for marketing purposes.

ARTICLE 15. FORCE MAJEURE
15.1 Situations of force majeure release Outsource from its obligations.

ARTICLE 16. INVALIDITY
16.1 The potential invalidity of any provision of these general terms and conditions does not affect the other provisions.

ARTICLE 17. APPLICABLE LAW AND JURISDICTION
17.1 Outsource’s contracts are governed by Belgian law. Any dispute falls under the jurisdiction of the courts of Ghent.