1. General
1.1. Scope of application
These general terms and conditions apply to all ANTIDOTE SRL (hereinafter referred to as “ANTIDOTE”) offers, order confirmations and all ANTIDOTE services. In the absence of ANTIDOTE’s written acceptance, these general terms and conditions exclude any general or special terms and conditions of the customer.
1.2. Derogation
No deviation from these terms and conditions shall be permitted without the written consent of ANTIDOTE.
1.3. Acceptance
The customer acknowledges having received a copy of these terms and conditions and declares accepting them in their entirety.
1.4. Endorsements – new orders
Unless otherwise agreed in writing, these terms and conditions apply to all amendments and/or new orders.
2. Formation and purpose of the contract
2.1. Control
All orders from the customer must be made in writing and shall be in response to a written offer or shall be subject to a written order confirmation from ANTIDOTE. Unless otherwise agreed, ANTIDOTE’s offers are valid for 30 days.
2.2. Contract
Any offer accepted by the customer or any order placed by the customer and confirmed by ANTIDOTE forms, together with these general terms and conditions, the binding contract between the parties.
2.3. Object
ANTIDOTE undertakes only to do what is expressly stated in the offer or order confirmation and these general terms and conditions, to the exclusion of all other services and/or supply of materials.
3. Service provision
3.1. Deadlines
Service lead times are given as an indication only. A delay in delivery or performance, even of several months, does not entitle the customer to cancel the contract, refuse the service or claim any compensation for delay.
In the event of a delay of (6) six months after formal notice by registered mail, ANTIDOTE shall, if provided for in the order, pay a liquidated damages equivalent to 2% of the sales price per additional month of delay expired, this liquidated damages not to exceed 10% of the contract price and shall constitute the entire damage caused by ANTIDOTE in the event of delay.
3.2. Customer obligations
The customer undertakes (i) to provide ANTIDOTE with all data and information reasonably useful to ANTIDOTE in order to ensure the proper execution of the contract under the conditions and within the deadlines stipulated.
Both the customer and ANTIDOTE appoint a project manager to ensure the necessary coordination between the two parties.
The customer undertakes to: (i) deal carefully with any questions raised by ANTIDOTE relating to the customer’s obligations and the supply of products and/or services; and (ii) comply with the legislation applicable to its activities.
The customer is solely responsible for the business decisions he makes and their impact on ANTIDOTE’s services.
3.3. Acceptance procedure
ANTIDOTE will notify the customer when the deliverables are ready to be tested or verified by the customer. The customer undertakes to implement any testing procedure it deems necessary in order to verify whether the deliverables correspond to the contract, within the period set by the parties or, in the absence of a period set by the parties, within fifteen (15) days after the date of delivery of the deliverables.
This test procedure must be communicated to and validated by ANTIDOTE beforehand.
ANTIDOTE reserves the right to refuse the test procedure, in which case the customer undertakes to modify the procedure accordingly.
ANTIDOTE may freely attend the test procedure. The customer must provide ANTIDOTE with an acceptance certificate (according to the criteria defined by ANTIDOTE) within forty-eight (48) hours following the end of the test procedure.
The customer is presumed to have accepted the deliverables: (i) if it has used them (except for testing) or put them into production; (ii) if the customer does not begin testing within the period agreed by the parties (which period may not exceed five (5) days); (iii) at the end of the period agreed by the parties for testing; or (iv) at the end of a period of one (1) day after the period agreed by the parties in the event of the customer’s absence from testing for an unjustified reason.
The customer must immediately notify ANTIDOTE of any incident related to the tests, using a standard document whose format must be accepted by the parties, and in which the customer must identify the test scripts related to the incident and detail the incident.
Where applicable, the parties must agree on the priority to be given to incidents for their resolution. If an incident is related to a lack of conformity of the deliverables with the specifications defined in the contract, and this lack prevents the customer from continuing the tests, the testing period defined above will be extended once by the time necessary for ANTIDOTE to correct the defect and allow the tests to continue.
3.4. Cancellation
Cancellation of a service order by the customer must be made in writing to ANTIDOTE at least two (2) months prior to the start of the service. If the cancellation is made less than two (2) months before the start of the service, ANTIDOTE will request compensation from the customer in the amount of thirty (30) % of the price of the service.
If the cancellation is made less than one (1) month before the start of the service, ANTIDOTE will request compensation from the customer equal to fifty (50) % of the price of the service. The deposit paid by the customer will not be reimbursed in the event of cancellation by the customer.
3.5. Changes
Any change requested by a party must be made under the conditions described below and specified in ANTIDOTE’s offer.
No change shall be effective unless it has been the subject of a written document signed by the representatives of the parties. ANTIDOTE will invoice the services related to the requested changes at its usual rates. In the event that the customer requests a change and then withdraws his request, and this causes a delay in the completion of the project, ANTIDOTE shall not be liable for this delay and shall have a reasonable additional extension of time to complete its services. Deadlines will be adjusted accordingly.
3.6. Supports
The customer is obliged to check the delivered media immediately.
No claim for delivered media will be considered after the customer has manipulated or attempted to manipulate the media.
4. Service prices
4.1. Down payment
Unless otherwise agreed in writing, the customer undertakes to pay ANTIDOTE a deposit of thirty (30) % of the agreed price within 7 (seven) days of the conclusion of the contract. Unless otherwise agreed in writing, the performance period shall commence upon receipt of the deposit by ANTIDOTE.
If an execution date or deadline is mentioned, ANTIDOTE reserves the right to suspend its services in the absence of prior receipt of the deposit. The customer bears full responsibility in the event of suspension.
4.2. Price
ANTIDOTE invoices the services according to the prices specified in the contract, on a fixed-price and/or time-and-a-half basis. Prices quoted in the offer or contract exclude VAT.
5. Intellectual property
5.1. Property
ANTIDOTE retains the intellectual property rights to all creations made within the framework of the contract.
5.2. Customer’s right of use
Upon full payment of the price by the customer, ANTIDOTE grants the customer the right to use certain products – excluding audiovisual products – created by ANTIDOTE under the terms of the contract and for the customer’s internal needs.
Use may only be made by the customer, to the exclusion of any third party (IT service provider, company linked to the customer, partner of the customer, or other) unless otherwise agreed.
5.3. Assignment of intellectual property rights
Upon full payment of the price by the customer, ANTIDOTE transfers the intellectual property rights of the audiovisual products (with the exception of music rights) created by ANTIDOTE to the customer within the limits imposed by legislation, unless otherwise agreed.
5.4. Customer breach
ANTIDOTE’s intellectual property is critical and essential to the continuity of its business. Consequently, any violation by the customer of ANTIDOTE’s intellectual property rights shall entitle ANTIDOTE to suspend or terminate the contract with immediate effect.
In case of violation, beyond the right to suspend or terminate the contract, the customer shall pay twenty thousand (20,000) euros per violation, without prejudice to ANTIDOTE’s right to claim greater damages in court.
5.5. End of right of use
Upon expiry of the right of use, all uses of the creations must be immediately and unconditionally discontinued by the customer. In the event of non-compliance, the sanction of article 5.4 shall apply, subject to ANTIDOTE’s right to claim additional damages.
6. Payment
6.1. Bills
ANTIDOTE invoices its services on a monthly basis. Unless otherwise agreed in writing by the parties, the price of the services shall be payable according to the following schedule: (i) thirty (30) % as a deposit within seven (7) days of the conclusion of the contract, (ii) the balance monthly until receipt (fixed price) or monthly (fee schedule).
6.2. Delay
All ANTIDOTE invoices are payable within thirty (30) days of the invoice date.
6.3. Claim
Any complaint relating to invoices must be substantiated and notified to ANTIDOTE in accordance with article 12.3 within 7 days of the invoice date at the latest.
6.4. Delay – fault
In the event of late or non-payment of any invoice, the customer shall owe ANTIDOTE, by operation of law and without prior notice, late payment interest at the rate referred to in article 5 of the law of August 2, 2002 concerning the fight against late payment in commercial transactions.
Any invoice unpaid on the due date will automatically incur, without notice of default, an additional flat-rate penalty of ten (10) % of the principal sum.
ANTIDOTE reserves the right to charge the professional customer a collection fee of fifteen (15) euros per letter.
6.5. Suspension
In the event that the customer fails to meet a single payment deadline, for any reason whatsoever, ANTIDOTE reserves the right to suspend all or part of its services.
7. Limitation of liability
7.1. Obligation of means
Unless ANTIDOTE undertakes to the contrary in writing or unless otherwise stipulated by law, ANTIDOTE’s commitments are obligations of means.
7.2. Limitation
Under no circumstances shall ANTIDOTE be held liable for the non-execution or defective execution by the customer of ANTIDOTE’s recommendations or advice, or for which ANTIDOTE has expressed reservations.
ANTIDOTE shall not be held liable for any faults committed by other participants or third parties in the course of the mission entrusted to it.
7.3. Direct damage
In the event that ANTIDOTE causes damage to the customer, its liability shall in all cases be limited to direct, material and foreseeable damage.
ANTIDOTE’s liability shall not exceed the price paid by the customer for the defective service or product during the three (3) months preceding the claim for damages. To be admissible, the claim must be made within seven (7) days of the discovery of the damage. Any late claim will be considered time-barred.
7.4. Consequential damages
To the maximum extent permitted by law, and to the exclusion of any clause to the contrary, ANTIDOTE excludes liability for any indirect damage caused to the customer, including loss of profit, loss of income, loss of interest, loss of data, loss of use, loss of opportunity, business interruption (or any other financial loss) or any payment made or due to a third party, or any loss or damage in connection with a delay, which would be related to a contract with ANTIDOTE, regardless of whether ANTIDOTE could have foreseen or was aware of the possibility of such damage.
7.5. Customer obligations
ANTIDOTE’s performance of its services depends on the customer’s fulfilment of its obligations. In the event that the customer does not fulfil its obligations, and subject to prior notification by ANTIDOTE, ANTIDOTE may (at its option): (i) reserve the right to invoice the customer for resources reserved for the supply of the products and/or services even if unused, (ii) reserve the right to change the scope of the products and/or services and/or deadlines, provided ANTIDOTE consults the customer in advance and acts reasonably, (iii) reserve the right to no longer supply the products and/or services to the extent ANTIDOTE would be prevented by the customer’s attitude (iv) reserve the right to suspend or terminate the production of the products and/or services.
7.6. Objects belonging to third parties
Any software, hardware, equipment, products or objects supplied by third parties as part of a contract are supplied “as is” and ANTIDOTE accepts no responsibility for any defects found therein.
8. Assignment and subcontracting
ANTIDOTE may assign or subcontract all or part of the rights and obligations arising from the contract concluded with the customer without the latter’s consent. The customer may not assign the contract without the prior written consent of ANTIDOTE.
9. Force majeure
The occurrence of any event, such as, in particular, any delay or failure in delivery, strikes, lock-outs, attacks, epidemics or health crises and, more generally, any event of a similar nature affecting the parties, their suppliers or subcontractors, which delays or renders impossible the performance of their respective obligations, suspends the performance of their respective obligations.
10. Termination and consequences of termination
10.1. End of contract
The customer may terminate the contract by giving three (3) months’ notice by registered mail to ANTIDOTE. In this case, the customer shall automatically owe ANTIDOTE the cost of the services provided and the expenses incurred to the date of termination, as well as the loss of profits. ANTIDOTE may terminate the contract at any time by giving seven (7) days’ notice without being liable to pay any compensation. ANTIDOTE reserves the right to suspend or terminate the contract immediately if: (i) the customer has committed a fault and has not corrected this fault within fifteen (15) days of the written notification sent by ANTIDOTE – is considered a fault, the fact that the customer does not pay his invoices fifteen (15) days after ANTIDOTE has sent a written notification; (ii) the customer is insolvent, and/or can no longer maintain its activities in a normal manner, and/or the customer is in negotiations with its creditors, and/or the customer no longer pays its debts when they become due; (iii) with immediate effect from the date of ANTIDOTE’s notification of the end of the contract if the customer has violated its obligations of confidentiality or relating to ANTIDOTE’s intellectual property rights.
10.2. Consequences of contract termination
At the end of the contract, for whatever reason, the customer must pay all services and charges not contested and payable before the end date of the contract and the customer has no right to retain, deduct or offset these amounts subject to ANTIDOTE’s right to claim additional damages.
11. Privacy policy
11.1. Goals
The purpose of ANTIDOTE’s processing of the customer’s personal data is the execution of the contract, customer administration, the promotion and development of ANTIDOTE’s products and services, the establishment of personalized information and direct marketing campaigns, including via e-mail.
11.2. Customer rights
Customers have the right to access, check and correct their personal data free of charge at any time.
Customers may object, on request and free of charge, to the processing of their personal data for direct marketing purposes.
To do so, the customer must contact ANTIDOTE by email at: legal@lecercle.ai.
12. General
12.1 Waiver
Any waiver by ANTIDOTE of all or part of these terms and conditions at a given time shall not be construed as a waiver of any subsequent claim.
12.2. Privacy
ANTIDOTE and the customer both undertake, for themselves and their employees, to keep all information strictly confidential.
12.3. Applicable law
These terms and conditions, and any contract to which they apply, are governed by Belgian law.
12.4. Competence
Any dispute relating thereto shall be subject to the jurisdiction of the Commercial Court of Brussels.