General Terms & Conditions

By purchasing Services (defined below), the Client fully agrees with these General Terms and Conditions, as well as with all Special Terms that apply to the relevant Services.

1. Definitions

In these General Terms and Conditions, as well as in the Special Terms that apply, the following definitions will apply to terms that are written with a capital letter, unless explicitly stated otherwise in the Special Terms:

  1. “Special Terms“: the specific terms and conditions of MIMI that apply, as the case may be, to the performance of certain types of Services by MIMI.
  2. “Client“: any natural or legal person and its legal successors and/or associated entities, which MIMI undertakes to perform Services;
  3. “Confidential Information“: any information that is either designated as confidential or by its nature should reasonably be considered confidential, including without limitation  advice, trade secrets, know-how, and other business information provided by MIMI such as plans, concepts, procedures, services, strategies, and personal data of a Client, its employees,  associates, agents, appointees, directors, affiliated companies, (sub)contractors, contracting parties or third parties, to whom a Party owes confidentiality;
  4. “Services“: all IT, technical, management, project management, training and/or strategic management services entrusted to MIMI by the Client and accepted by MIMI, and which may or may not be the subject of a specific agreement concluded between the Client and MIMI;
  5. “Hours of service“: hours of service during the weekdays start at 09h00 and end at 17h00, except on public holidays in Belgium and any collective closing days of MIMI;
  6. “Urgency” means cases where (i) assignments are given less than two (2) business days before a deadline; (ii) performance is provided after the Client has exceeded the deadline for providing feedback; (iii) services are provided after the Client has exceeded the period for paying an amount or advance due in advance;
  7. “MIMI”: MIMI BV, with its registered office at Bieststraat 243/11, 3550 Heusden-Zolder, registered with the Belgian Crossroads Bank for Enterprises under the number RPR 0766.701.559, represented by Michiel Evers;
  8. “Force majeure“: any unforeseeable event beyond the control of the affected Party which cannot be attributed to one of the Parties and which prevents the performance of one of its obligations. Unforeseeable events are understood in a non-exhaustive manner: pandemics, epidemics, measures imposed by governments, illness or incapacity for work of employees or staff, strike or any other interruption of services at third parties to which MIMI relies such as computer, electricity, telephone and fax failures, disruptions in energy supply and other similar events.
  9. “Party“: MIMI or Client, both are referred to jointly as “Parties“;
  10. The terms “Personal Data“, “Controller“, “Processor“, “Processing / Processed /Processing”, “Personal Data Breach” and “Data Subject” and the English terms “Personal Data“, “Controller“, “Processor“, “to Process/Processed/ Processing” have the same meaning as that in Article 4 of Regulation (EU) 2016/679 of the European Parliament and of the Council (hereinafter the “GDPR“).

2.   Scope and enforceability

  1. These General Terms and Conditions apply to all Services that MIMI provides to its Clients.
  2. Without prejudice to any provisions to the contrary from any specific agreements entered in writing between MIMI and the Client and without prejudice to the Special Terms, which may or may not be attached to these General Terms and Conditions, placing orders, giving orders or otherwise purchasing MIMI’s Services implies a knowledge and acceptance of these General Terms and Conditions and the Special Terms applicable to the Services.
  3. The application of any general and special terms and conditions of the Client (including, but not limited to the purchase) to its relationship with MIMI is expressly excluded, regardless of the time at which MIMI was notified and without requirement of any protest by MIMI. Under no circumstances will any general and special terms and conditions of the Client be deemed to have been implicitly or tacitly accepted by MIMI.
  4. These General Terms and Conditions, together with any agreement concluded (such as, if applicable, any Penetration Testing agreement) between the Client and MIMI, constitute the entirety of all agreements and agreements between the Parties regarding the subject matter thereof. They replace all other agreements and agreements that may exist between the Parties about the Services. 
  5. Only (i) a written and explicit acceptance by MIMI of any deviations from these General Terms and Conditions, or (ii) an acceptance of terms and conditions to the contrary where MIMI has stated in writing and explicitly that these different terms and conditions will apply instead of these General Terms and Conditions, or (iii) a deviation by means of a specific agreement to the contrary between the Parties, can be invoked against MIMI. These General Terms and Conditions will nevertheless continue to apply in addition to the deviations or otherwise accepted by MIMI insofar as they are not incompatible with each other.  
  6. In the event of a conflict between these General Terms and Conditions or applicable Special Terms and a specific agreement between the Parties, the specific agreement between the Parties shall prevail over the Special Terms and the General Terms and Conditions with respect to the Services to which the specific agreement relates. In the event of a conflict between these General Terms and Conditions and the Special Terms, the Special Terms shall prevail.
  7. MIMI reserves the right to change these General Terms and Conditions at any time. The amended General Terms and Conditions will enter into force thirty (30) calendar days after notification to the Client or publication thereof on MIMI’s website. In the event of a written protest against the amended General Terms and Conditions within fifteen (15) calendar days after the notification, the General Terms and Conditions will remain in force on the performance of the Services that the Client has accepted with regard to those Services.

3. Conclusion of an agreement

  1. All quotations and cost estimates of MIMI, including quotations, budgets, pre-calculations, offers or similar communications are without obligation and only bind MIMI if an order is placed by the Client, which is accepted by MIMI.
  2. Quotations, cost estimates and similar communications are valid for ten (10) calendar days, unless a different validity period is explicitly indicated on the quotation, cost estimate or similar communications. MIMI reserves the right to refuse an order without having to give any justification for this.  MIMI also reserves the right to accept orders placed by the Client after the validity period of the quotation, cost estimate or similar communication has already expired.
  3. The order for the provision of Services is considered final after signing an order confirmation or a written agreement by an authorized representative of MIMI. Even if MIMI has commenced the performance of the Services, the agreement will be considered final. 
  4. The Client is liable for the correctness and completeness of the data provided by him. The quotation or cost estimate is drawn up in accordance with the information provided by the Client. In the event of incomplete or incorrect data, MIMI reserves the right to invoice additional and unforeseen working hours at the agreed rate, without the Client being able to dissolve the agreement. The adjustment will be charged without mandatory prior notice to the Client.
  5. During the performance of the Services, the Client may request a change to the order, but MIMI is not obliged to accept it. Changes to the assignment, of whatever nature, by the Client, after the conclusion of the agreement, must be notified by the Client to MIMI in a timely manner and in writing and must be accompanied by a clear description of the Services to be provided. These changes will only be considered final after written confirmation by an authorized representative of MIMI.
  6. Additional work, not mentioned in the quotation, cost estimate or similar communication, nor in the agreement, will be charged separately based on the working hours performed and any additional costs at the standard hourly rate applied by MIMI at that time applicable to the relevant Services, unless explicitly agreed otherwise between the Parties. These General Terms and Conditions shall also apply to all future Services provided by MIMI, unless explicitly otherwise agreed in writing by both Parties.
  7. MIMI reserves the right to perform additional Services that were not mentioned in the agreement originally concluded between the parties and to charge them to the Client, insofar as (i) these Services are necessary for the proper execution of the assignment, and (ii) these additional Services are reasonably in the interest of the Client. The Client will be informed of these additional Services without delay.
  8. The prior agreement of the Client is required for the performance of new Services, except if circumstances arise that make this impossible or unreasonable, such as without limitation in the event of urgency or the absence of a response from the Client within a reasonable period of time and MIMI deems the performance of the new Services reasonably necessary to safeguard the rights of the Client.  MIMI acts as an agent of the Client, in the name and on behalf of the Client.  MIMI can in no way be held liable for the exercise in good faith of this authority. The standard hourly rate applied by MIMI, applicable to relevant Services, applies.

4. Processing of personal data

  1. During the performance of the Services, MIMI may act as a Processor vis-à-vis the Client. If, based on a clear written request from the Client and written approval from MIMI, Personal Data are Processed by MIMI as Processor, this will be done based on the provisions of the data processing agreement that can be added by MIMI in an Appendix (DPA) to these General Terms and Conditions.

5. Performance of Services by MIMI

  1. All Services that MIMI performs for its Clients are performed to the best of its ability. MIMI therefore only enters an obligation of means and not an obligation of result in its implementation.
  2. The Client undertakes to cooperate with MIMI in good faith and to provide it in a timely manner with all necessary and/or useful documents and information related to the performance of the Services. It is the Client’s responsibility to ensure that the information provided does not infringe intellectual property rights or any other claim by third parties. The Client bears the liability for all damage resulting from information that is communicated incorrectly or late.
  3. MIMI will perform the Services independently. In doing so, MIMI will independently draw up its agenda, on the understanding that it strives to comply with any agreed delivery times. However, these delivery periods are always approximate and in no way imply an obligation of result for MIMI. They only take effect after MIMI has received all useful and useful documents regarding the execution of the Services and after MIMI has received any agreed (partial) payment.
  4. Assignments, instructions, requests for new and/or additional Services and notifications or other communications relating to Services (“Communications“) received on business days between 09:00 and 16:00 are considered by MIMI as read on the day of receipt.  If such Communications are received between 4:00 p.m. and 9:00 a.m., such communication will be deemed to have been read by MIMI during the following business day.
  5. The execution of the Services is entrusted within MIMI to one or more employees, considering as much as possible the complexity of the Services to be performed and, on the other hand, the experience and specialization of the employee in question. This assignment in no way gives an intuitu personae character to the performance of the Services, and MIMI expressly reserves the right, at its sole discretion, to assign the performance of the Services to another employee, without any possibility of recourse on the part of the Client.
  6. If the Services are performed at the Client’s premises, the Client must provide office equipment, a connection to the Internet and possibly a connection to local servers with the necessary authorisations, as well as the necessary materials and documents to enable the employee to perform the Services properly.
  7. Without prejudice to the provisions of Article 4 (Processing of Personal Data), if a certain aspect of the performance of the Services is outsourced to third parties, MIMI will always take the necessary care when choosing these third parties.  MIMI will always ask for the prior consent of the Client before proceeding with this outsourcing, except if circumstances arise that make this impossible or unreasonably difficult, such as in the event of urgency or the absence of a response from the Client within a reasonable period of time.  MIMI acts as an agent of the Client, in the name and on behalf of the Client. There is no contractual relationship between MIMI and the designated third party.  MIMI can in no way be held liable for any shortcomings of these third parties in the execution of their assignments, including gross and intentional error.
  8. Without prejudice to the foregoing and the provisions of Article 9 (Force Majeure), MIMI has the right to suspend the performance of its obligations if the Client fails to perform its obligations for any reason whatsoever, without prior notice of default. The Client must consider that a possible suspension of execution may result in certain procedures and deadlines being no longer followed. This can prevent or cancel the creation of intellectual property rights. In this context, MIMI is not liable for the possible damage that would result from this.
  9. All proposals, conditions, communications, forms, advice, strategies, suggestions, communications, reports, documents or other materials provided by MIMI in performance of the Services (“Deliverables“) are solely for internal use or personal use in the performance of its activities by the Client, unless otherwise agreed between the Parties. The Client shall under no circumstances provide any Deliverables, regardless of whether this is done free of charge or incriminating capacity, to third parties except with the prior written consent of MIMI. Unless the Parties have agreed this in advance, the Client is also not entitled to provide the Deliverables to affiliated companies.
  10. MIMI and its licensors retain all rights and title in and ownership of the intellectual property rights held by or licensed to MIMI and intellectual property rights developed by MIMI in the course of performing the Services, regardless of whether any fees are paid by Client for the Deliverables.

6. Rates and payment methods

  1. Unless the Parties agree in writing on another reimbursement arrangement, the Services provided by MIMI will be invoiced based on the rates and expense allowances indicated in the quotation.
  2. All hourly rates are exclusive of travel costs, any translation costs, VAT, any bank costs, all other direct or indirect charges and administration costs.
  3. All daily rates are exclusive of travel costs, any translation costs, VAT, any bank charges and all other direct or indirect charges. A fixed project management fee is charged per man-day.
  4. All package rates are exclusive of travel costs, any translation costs, VAT, any bank costs, all other direct or indirect charges. A fixed project management fee is charged for each legal advice package.
  5. The rates applied apply to Services delivered within The Hours of Service. These rates are increased by 50% when Services are provided outside of Service Hours. Services provided during weekends or public holidays are subject to a 100% increase. Notwithstanding the foregoing, the rates applied may be increased by 50% if the performance of the Services must be done as a matter of urgency, regardless of whether these services fall outside or within the Hours of Service.
  6. If daily rates have been stipulated for the services in question, these daily rates will only be used subject to the purchase of a full man-day of 8 hours, otherwise the services will be invoiced at the relevant standard hourly rate as determined in the quotation.
  7. If fixed man-days are taken, the Client has, subject to overpower as stipulated in Article 9 (Force Majeure), the right to cancel or move these man-days (depending on the availability of MIMI) subject to payment of a fee, excluding costs (as determined in the quotation or cost estimate) depending on the cancellation period:
    • Up to 30 days before the planned fixed Monday: 0% of the daily rate;
    • From 29 days to 7 days before the planned fixed Monday: 50%
    • From 6 days to 48 hours before the planned fixed Monday: 75%
    • From 48 hours before the planned fixed Monday: 100% of the daily rate;
  8. The fees and expenses are in principle invoiced monthly, unless otherwise agreed in writing and without prejudice to the possibility for MIMI to send interim invoices for Services already performed or expenses incurred, to pay an additional advance or for expenses that must be incurred for the Client. This also includes the costs charged by the agent.
  9. Each invoice must be paid no later than ten (10) calendar days after the invoice date, at the registered office of MIMI in the currency indicated on the invoice. Any complaints about the invoices must be communicated to MIMI in writing within seven (7) calendar days after the invoice date, failing which they will be irrevocably considered accepted.
  10. If an invoice is not paid within the payment term, the Client shall automatically and without prior notice of default owe compensation equal to 15% of the invoice amount and with a minimum of EUR 185, and the Client shall, under the same conditions, owe interest on the invoice amount at a rate of 1% per month started. Without prejudice to the right to claim compensation if the actual damage exceeds this amount. Any discounts granted by MIMI will lapse by operation of law and without notice of default in the event of non-payment within the payment term. The non-payment of an invoice makes all outstanding invoices, even those that have not yet expired, due and payable by operation of law and without notice of default.
  11. All costs and expenses, including but not limited to attorneys’ fees, court costs and extrajudicial and collection costs, that MIMI would incur when recovering outstanding invoices shall be at the expense of the Client. This also applies to the costs of defending against counterclaims or so-called “counterclaims”.
  12. The Client’s right to set off his claims against MIMI against the unpaid invoice amounts is expressly excluded.

7. Indexation

  1. The prices of rates and costs stipulated for the Services are adjusted automatically and without prior notice to the Client on 1 January of that year according to the total percentage increase of the Belgian wage cost index, according to the following formula:

    Indexation Formula: P1 = P0 x (0.2+ 0.8 x (S1 / S0))

    Whereby:
    • P1 = Rate in force after indexation
    • P0 = Rate (base year)
    • S1 = Wage cost in force in the month of December preceding the adjustment (cf. reference wage cost index Agoria).
    • S0 = Wage cost in force in the month of December preceding the conclusion of the contract (cfr. reference wage cost index Agoria)

8. Complaints and liability

  1. Any complaints about the Services provided must be received no later than eight (8) calendar days after their delivery at the registered office of MIMI by registered letter. In the absence of any well-founded complaints within this period, the Services provided will be considered sound and any recourse will be excluded. MIMI is always entitled to substitute a new sound performance for a previous defective performance, without the Client being entitled to compensation, unless the default proves irreparable.
  2. Except in the event of fraud or wilful misconduct, any liability of MIMI is limited to the value of the assignment from which this liability arises and in any case limited to a maximum of € 25,000.
  3. MIMI is in no way liable for the compensation of indirect damage, including but not limited to consequential damage, loss of profit, loss of turnover, loss of income, personnel and administration costs, loss of clientele, claims of third parties, punitive damage or damage resulting from force majeure. Under no circumstances can MIMI be held liable for inaccuracies or inaccuracies in the documents drawn up or advice formulated by it if these are due to a lack of information or incorrect information passed on by the Client.
  4. As stipulated in point 5.9, MIMI reserves the right to suspend the performance of its obligations if the Client fails to perform its obligations for any reason whatsoever.  In this context, MIMI is not liable for the possible damage that would result from this.
  5. The Client indemnifies MIMI against claims by third parties for damage caused by contractual or extra-contractual shortcomings as a result of the acts or omissions of the Client or its employees, associates, directors, appointees, (sub)contractors, affiliated companies, suppliers, customers and agents.

9. Force majeure

  1. MIMI can in no way be held liable if it cannot perform its obligations or cannot perform them in time as a result of Force Majeure. It will inform the Client as soon as possible about the nature of the Force Majeure and its probable duration. From that moment on, the execution of the obligations affected by the Force Majeure will be suspended for the duration of the Force Majeure, without the Client being entitled to any compensation.
  2. If the Force Majeure lasts longer than one month, or is of a permanent nature, both Parties are entitled to terminate the Agreement subject to a registered letter to that effect, without further notice and without any right to compensation on the part of the other Party arising as a result.
  3. If MIMI has already performed several Services at the onset of the Force Majeure, or can only pay part of the Services, or has incurred costs, it is entitled to invoice the part of the Services already performed, as well as the costs incurred, and the Client is obliged to pay this invoice.
  4. The Client’s obligation essentially constitutes a payment obligation, whereby Force Majeure is expressly excluded.

10. Confidentiality

  1. The Parties undertake to maintain complete confidentiality of all Confidential Information provided by the disclosing Party. In this confidentiality, the Parties will apply a level of protection that is proportionate to the sensitivity and commercial value of relevant Confidential Information, but the Parties will at all times and for all Confidential Information at least apply a reasonable level of protection.
  2. The Parties acknowledge that the direct or indirect provision of Confidential Information under the application of these General Terms and Conditions does not constitute a transfer of ownership of the Confidential Information, nor does it imply any granting of rights, unless expressly provided otherwise in these General Terms and Conditions, applicable Special Terms or any other agreement between the Parties.
  3. The Parties will only use and provide the Confidential Information received for employees, associates, directors, appointees, agents, (sub)contractors, consultants and affiliated companies to the extent necessary for the execution of assignments. The Parties guarantee and indemnify that all employees, associates, directors, appointees, agents, (sub)contractors, advisors and affiliated companies to whom Confidential Information of the disclosing Party is provided are bound by a confidentiality obligation that is at least as strict as the confidentiality obligation imposed in this Article 10.
  4. The confidentiality obligation imposed in this Article 10 shall not apply to the extent that the receiving Party can demonstrate that the information received: (i) is generally available to the public or has become generally available to the public, without any unlawful act or inaction in this respect on the part of the receiving Party or its employees, associates, directors, appointees, agents,  (sub)contractors, consultants and affiliated companies; or (ii) prior to receipt of the disclosing Party was legally owned or known by the receiving Party; or (iii) was validly released to it without a duty of confidentiality by a third party that has no obligation of confidentiality to the disclosing Party; or (iv) was independently developed by the receiving Party without having access to Confidential Information or without using any Confidential Information of the disclosing Party; (v) was expressly identified by the disclosing Party as non-confidential; or (vi) be released or communicated on the basis of a legal obligation or court order, provided that the receiving Party notifies the disclosing Party of this obligation as soon as possible, first consults with it on the mandatory release if possible, and that the provision of such information is limited to the minimum required by law or by court order.
  5. Upon termination of the agreement, the receiving Party undertakes to return (copies of) the Confidential Information to the disclosing Party or to destroy it, depending on the wishes of the disclosing Party or as required by the Services. Notwithstanding this, MIMI reserves the right to destroy (copies of) the Confidential Information if the return of (copies of) the Confidential Information would create a disproportionate burden on the part of MIMI.
  6. This Article 10 shall survive the termination of the agreement between the Parties for a period of five (5) years after termination. Notwithstanding, at the end of this period, this Article 10 shall continue to apply to trade secrets that the disclosing Party has provided to the receiving Party for as long as the trade secrets retain their secret character. For clarification, any violation of this Article 10 by the receiving Party shall not remove the secret nature of these trade secrets.

11. Termination of the Services by the Client

  1. Unless otherwise agreed in writing, the Client may terminate the agreement for the provision of Services at any time by means of a letter addressed to MIMI with due observance of a notice period of thirty (30) calendar days that is deemed to take effect on the date of receipt of this letter by MIMI.  In this case, MIMI retains all advances already paid and the right to invoice the Client within the notice period.
  2. The Client has the right to dissolve the agreement in the event of a breach of contract by MIMI, subject to justification and prior notice of default whereby MIMI is granted a grace period of thirty (30) calendar days. If the breach of contract is not rectified within that period, or if a rectification proves impossible, the agreement will be dissolved by operation of law and without further notice of default.

12. Termination of the Services by MIMI

  1. Unless otherwise agreed in writing, the Parties may terminate the agreement for the provision of Services at any time by means of a letter to that effect addressed to the other Party and subject to compliance with a notice period of thirty (30) calendar days that is deemed to start on the date of dispatch of this letter by the Party wishing to terminate the agreement.
  2. If the Client fails to comply with its obligations, MIMI has the right to dissolve the agreement for the provision of Services, without losing the right to payment for Services already performed and without prejudice to the right to compensation and late payment interest as stipulated in Article 6, and the right to claim additional compensation. The Client will be given notice of default by email or letter, whereby she will be granted a grace period of thirty (30) calendar days. If the breach of contract is not rectified within that period, or if a rectification proves impossible, the agreement will be dissolved by operation of law and without further notice of default.
  3. If the Client is in one of the following situations, MIMI has  the right to dissolve the agreement for the provision of Services by email or by letter with immediate effect, without any right to compensation on the part of the Client: bankruptcy, death, voluntary or forced dissolution, liquidation, collective debt settlement or apparent insolvency of the Client; in the event of judicial insolvency  reorganization; when the Client is declared incompetent or placed under administration; when MIMI has good reason to doubt whether the Client will fulfil its obligations towards MIMI.
  4. In the event of dissolution, MIMI’s right to claim compensation for costs, interest and damages as stipulated in Article 6 (Rates and payment modalities) survives and all claims of MIMI against the Client become immediately due and payable.

13. Publicity

  1. In the context of the provision of services, MIMI reserves the right to quote from the communication between the Parties and to use the Brands, trade names, slogans and logos of the Client as a reference in its communication through any medium.

14. Miscellaneous

  1. If any provision of these General Terms and Conditions is declared null and void or unenforceable, this will not lead to nullity for the rest of the General Terms and Conditions or other agreements existing between the Parties. The void or unenforceable provision will be replaced by a new and enforceable provision that is as close as possible to the original provision or reduced to the maximum legally permitted.
  2. The Client acknowledges and accepts that MIMI also performs Services for third parties.
  3. No right or obligation arising from an agreement between the Parties may be transferred by one Party to a third party without the prior consent of the other Party.
  4. MIMI’s failure to exercise its right to demand strict compliance with these Terms and Conditions, or any other agreement between the Parties shall not be deemed to be a waiver or waiver of any right or waiver of MIMI’s right to demand strict compliance in the future.
  5. The English version of these General Terms and Conditions is the authentic version. In the event of any discrepancy between the English version and a foreign version, the English version shall prevail.

15. Applicable law and competent court

  1. The General Terms and Conditions, the performance of Services and any other agreement between the Parties are governed by Belgian law to the exclusion of the rules of Private International Law and other rules of any kind that would make another law or other legal rules applicable.
  2. All disputes relating to the General Terms and Conditions, the performance of Services and any other agreement between the Parties shall be submitted exclusively to the competent courts of the judicial district of Hasselt.
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