CIKISI’S GENERAL TERMS AND CONDITIONS OF SALE

ARTICLE 1 – DEFINITIONS

In the subsequent sections and articles, the following definitions shall apply: “CIKISI” stands for the company CIKISI SA, 2 rue Antoine de Saint-Exupery 6041 Charleroi in Belgium, and registered with the Register of Legal Persons under number 649.625.430, which provides services to its customers. “Subscriber”, “customer” or “user” or “buyer” shall mean any natural or legal person who is a client and uses CIKISI’s services. “GTCS” stands for CIKISI’s general terms and conditions of sale. “GTCU” stands for CIKISI’s general terms and conditions of use. “GTCP” stands for CIKISI’s general terms and conditions of purchase. “PP” stands for CIKSI’s privacy policy. “Contract” means the contract package made up by the business offer and its six annexes as referenced in the table of contents including the GTCS section, the GTCU section, the possible specific conditions section and the technical annexes section and which defines the entire agreement between CIKISI and the customer (together, the “parties”) for the performance of services by CIKISI. “Services” shall apply to services as defined in the business offer designed in-house or in collaboration with partners, distributed, made available and marketed by CIKISI to its customers.

 

ARTICLE 2 – INTRODUCTORY ARTICLE

2.1. Unless otherwise expressly agreed in writing by the parties, by using the Cikisi application, the Customer acknowledges having read and understood the GTCS, accepting and being bound by them in full, excluding any GTCP or any other document from the customer. The same shall apply to the general terms and conditions of use and the privacy policy.

2.2. Any new services and any change to CIKISI’s services shall be subject to the GTCS without exception whatsoever.

2.3. Should CIKISI choose not to invoke any of these GTCS at any given time, this shall not be construed as a waiver of its right to invoke any of them subsequently. If any of these GTCS is declared null and void, or conflicts with a public policy or a mandatory law provision, it shall be deemed unwritten and other provisions shall remain in force.

2.4. The parties expressly derogate from the provisions of article XII.6, paragraph 1, 8° as well as from articles XII.7, paragraph 1, XII.8 and XII.9 of the Code of economic law.

2.5. The latest version of the CIKISI GTCS is always available on the User’s account via login on the CIKISI website (www.cikisi.com), in order to allow the User to read them at any time.

 

ARTICLE 3 – ORDERS

3.1. For each order of services, the customer agrees to address a purchase order in writing to CIKISI through email or mail with all the information necessary to the proper provision of the Services.

3.2. Orders are placed by the customer on basis of the rate that is current on the day the order is placed or on basis of the price quotation that will have been offered.

3.3. Any orders that do not correspond to the rate or, more generally, that do not include CIKISI’s quotation shall commit CIKISI only if it is confirmed in writing. The acceptance of the order can nonetheless result from the invoice being sent to the customer.

3.4. The order is non-transferable. The contract resulting from the acceptance of the order is concluded intuitu personae and cannot be transferred without CIKISI’s express written consent.

3.5. Any partial or total cancellation of an accepted order by the Buyer shall be valid only after formal consent from CIKISI.

3.6. An invoice will be issued immediately after any order.

 

ARTICLE 4 – USE OF SERVICES

4.1. The Customer acknowledges being or having the ability of a well-informed professional and consequently has the necessary skills to order and use CIKISI’s services under his own responsibility. In order to resolve any ambiguity, the Customer declares that he is not a consumer as defined in the Code of economic law.

4.2. As a consequence, CIKISI cannot be rendered liable for any use of services that does not comply with its technical characteristics.

4.3. Services are provided either on a well-defined subscription basis or customized specifically to the Customer’s request. The contracted services must be consumed during the initial contract period and cannot be carried over to the following period

4.4. Unless otherwise specified in the offer’s specific conditions, access to the Cikisi platform shall be granted to the customer no later than 48 hours after the payment for the subscription is received on CIKISI’s bank account.

 

ARTICLE 5 – PRICE AND PAYMENT

5.1. Services are sold to the customer at the price set in the standard rate or in the price quotation that is current on the day the order is placed. The last applicable standard rate is the one set on January 1 of the running year.

5.2. Invoices are payable in cash.

5.3. No discount will be granted by CIKISI for cash or early payment.

5.4. The payment must be made by bank transfer either via an electronic payment terminal indicated by CIKISI or by providing proof of payment made on due date. No other form of payment will be accepted.

5.5. Invoices are sent to the Customer only electronically.

5.6. Any delay in payment will result in the following after formal notice:

-the suspension of the supply of services without any compensation for the Customer and without prejudice to any damages for CIKISI.

-the suspension of all orders in progress, without prejudice to any course of action.

-the charging of interest on account of late payment calculated based on the interest rate applied by the European Central Bank at its most recent refinancing operation, plus 10 points of percentage. The interest amount shall be automatically due to CIKISI as of right.

-the charging of a 150-euro fixed compensation for recovery costs. In cases in which the recovery costs are higher than this fixed compensation, CIKISI may request an additional compensation upon justification ; – accelerated performance of all outstanding claims, within eight (8) days following the formal notice by means of a registered letter with acknowledgement of receipt.

5.7. If the payment is made in installments, it must be made by direct debit. The default in payment of a single installment shall lead to all of the debt becoming immediately payable, without prior formal notice.

5.8. In all the above-mentioned cases, the sums due for other deliveries of services, or for any other reason, shall become payable immediately if CIKISI does not opt for termination of the corresponding orders. The customer will be required to reimburse all the expenses incurred, including those related to the recovery of the sums due.

5.9. Under no circumstances, may the payments be suspended nor be the object of any compensation without the prior written consent of CIKISI. Any partial payment will be credited initially to the non-privileged part of the claim, then to the sums which are most overdue.

5.10. Prices are net prices and exclusive of taxes. All taxes, duties, fees or other charges relative to the application of either Belgian rules or rules of another country associated with the use of CIKISI’s services by the customer in that country are the customer’s responsibility.

 

ARTICLE 6 – STANDARD SUBSCRIPTION

6.1. CIKISI’s services shall be offered to the customer either in the form of standard subscription packages with pricing plan or tailor made.

6.2. In the case of a standard subscription, the customer shall chose among the different subscription packages offered by CIKISI.

6.3. The contents of the standard subscription packages offered by CIKISI are subject to change without notice.

6.4. Each subscription package is concluded for a minimal term of 12 or 36 months.

6.5. Any membership is tacitly renewable upon expiration for an equivalent period.

6.6. No later than 60 calendar days before the subscription’s expiration date, the subscriber can terminate his subscription by sending an email with confirmation of receipt. The cancellation is not valid if it has not been confirmed by CIKISI, which is committed to respond within a reasonable timeframe.

6.7. Payment is due in full for any initiated subscription period.

6.8. The day after the subscription contract expires, the features available to the customer shall be cancelled without further notice.

 

ARTICLE 7 – CUSTOMER OBLIGATIONS

7.1. The Customer undertakes, for any order, to submit all the information, in particular administrative data, necessary to his identification and qualification, for the opening of a customer account.

7.2. The Customer agrees not to violate the current Belgian or international regulations when using CIKISI’s services.

As such, the Customer agrees in particular not to use or share files, data or information:

-that are unlawful or result from unlawful activities. As such, the Customer refrains in particular from using and/or sharing files, data or information fostering the glorification of crimes against humanity, incitement to racial hatred, child pornography, as well as violations of human dignity;

-that violate the rights of a third party, in particular the right to privacy, copyright, industrial and intellectual property rights;

-that are contrary to morality;

-that do not comply with the provisions of the law of 8 December 1992 on the protection of privacy and/or the regulations of the Commission for the Protection of Privacy.

7.3. The Customer is now referred to and bound by the general terms and conditions of use and the legal notice on CIKISI’s website.

7.4. The customer agrees to ensure at all times that the use he makes of the services is compliant with the applicable laws and regulations. The customer shall be liable in case the use of the services or the Cikisi software is in contravention with the Contract, the applicable laws and regulations.

 

ARTICLE 8 – CESSATION OF SERVICES

8.1. Either party may terminate the Contract by giving the other party prior notice in writing once one of the following events occurs or has occurred: (i) in case of material breach of an obligation under the Contract that can be remedied if the party in default does not remedy it within 30 days following notification of the breach, (ii) if the other party is declared insolvent, (iii) if the other party adopts a resolution or presents a petition regarding its liquidation or dissolution (for purposes other than a merger or a reorganization not resulting from insolvency), (iv) if an administrative subpoena is issued to the other party, or if a receiver is appointed, or if the holder of a security right takes possession of or sells an asset belonging to the other party, (v) if the other party makes any arrangement or composition with all of its creditors or if it makes an application to a court of competent jurisdiction with the aim of obtaining protection from all of its creditors,  or (vi) if an event similar to those mentioned in points (ii) to (v) occurs in any relevant jurisdiction.

8.2. The Customer can terminate the Contract or a part of it with immediate effect and without penalty by notifying CIKISI in writing if he observes that (i) a governmental, regulatory or professional body or another body with necessary powers has introduced or modified a law, a rule, a regulation, an interpretation or an existing decision making the performance of any part of the Contract unlawful or illegal or contrary to professional rules or rules related to his independence.

8.3. If the Customer is responsible for termination, CIKISI shall keep the full amounts paid in advance by the Customer as fixed compensation for loss of earnings, without prejudice to any additional damages.

8.4. The Customer also acknowledges that his electronic data can be permanently removed from CIKISI’s server in case of Contract termination for any of the above mentioned causes which he expressly declares to agree to.

 

ARTICLE 9 – LIABILITY AND WARRANTY

9.1. Functioning of the network

9.1.1. Due to the nature and limitations of the internet network, which the Customer declares he is aware of, the latter acknowledges that it is impossible to guarantee that the data transmitted via the internet is completely secure.

9.1.2. CIKIS can only give assurance that the security measures mentioned on CIKISI’s website will be implemented. Services do not require any data transfer, in particular personal data.

9.1.3. Given the specific features of the internet network, CIKISI cannot guarantee uninterrupted service and only has an obligation of means in this regard. CIKISI shall thus not be held liable in case of damage related to the temporary impossibility to access one of its services due, among other things, to network failure or saturation.

9.1.4. As a general rule, CIKISI cannot be held liable in the following cases:

-malicious intrusion by a third party on the platform (through theft of the Subscriber’s ID or another form of hacking) despite the reasonable security measures implemented on the servers of CIKISI’s platform;

-virus infection on the Subscriber’s devices, whose protection is a matter for the Customer.

9.2. Website modification

All the information found on CIKISI’s website and given to the Customer is subject to change at any time, given the site is interactive, and this does not hold CIKISI liable.

9.3. Liability

9.3.1. CIKISI accepts no responsibility with regards to the following cases:

-deterioration of services resulting directly or indirectly from all kinds of accidents: shock, power surge, lightning, floods, fire…

-Malicious act (hacking…) by an identified or unidentified third party;

-as a general rule, deterioration or failure resulting from a case of force majeure.

9.3.2. Because CIKISI only provides a transfer service for data whose content remains unknown to CIKISI, the Customer alone is liable for the data. Consequently, CIKISI shall not be held liable for the transferred data, in particular for personal data and the Subscriber agrees to guarantee and indemnify CIKISI against any claim or conviction against CIKISI regarding the content or the features of the said data or as a result of the use of its services.

9.3.3. The Customer is solely responsible for backing up or not the files and data that he transmits with the Services offered by CIKISI. Therefore, he has sole responsibility for his choices in respect of this matter.

9.3.4. In the event of a claim resulting from a failure or incident, the Customer agrees to inform CIKISI by e-mail within forty-eight (48) working hours of the date he knows of the failure or the incident. If these conditions and deadlines are not met, no claim can be formulated against CIKISI.

9.3.5. In any event, should CIKISI be held liable, it is expressly agreed that its obligation to provide compensation may not exceed the price, net of tax, paid by the Customer for the provided service.

9.3.6. The Customer acknowledges having read and understood the disclaimers and limitations of liability arising from these Terms and conditions. He is therefore invited to take out an insurance appropriate to his specific situation if he wishes to be compensated for any damage or loss that he and/or his clients may incur beyond the abovementioned amount.

9.4. Protection of personal data

9.4.1. The Customer expressly agrees that the use he makes of CIKISI’s Services or software or application may not result in a processing of personal data within the meaning of the applicable regulations on the protection of personal data and that the only personal data CIKISI may collect for its Service is the e-mail address and potentially, based on the Customer’s choice, the users’ last and first names and phone numbers (SMS notification).

9.4.2. To the extent permitted by law, the Customer acknowledges that, in the context of the use of the Services or the software or the application, CIKISI shall act only on instructions from the Customer. The Customer acknowledges that he only determines (i) the purposes for which the personal data obtained through Service use is processed and (ii) the aspects that are fundamental to the lawfulness of the processing.

9.4.3. As far as is applicable, CIKISI is committed to:

  • -processing personal data only upon written instructions from the Customer, including the transfer of personal data to a third country, unless CIKISI is required to do so by virtue of a legal obligation that applies to CIKISI; in that case, CIKISI shall inform the Customer of that legal obligation before processing, unless that information is prohibited on grounds of public interest;
  • -ensuring that the people allowed to process personal data promise to maintain confidentiality or are subject to an appropriate obligation of confidentiality;
  • -helping, when possible, at the Customer’s expense and provided CIKISI has adequate and relevant information, the Customer to ensure compliance with the obligations laid down in articles 32 to 36 of General Regulation 679/2016 on the protection of personal data;
  • -provided this choice is expressed in writing and unambiguously by the Customer, deleting all the copies the files specific to the Customers and that contain personal data or to return them to the Customer at the end of Service use, and to subsequently destroy all existing copies that are specific to the Customer, unless one or several provisions of applicable law require the retention of personal data; and
  • -providing the Customer with all the necessary information to demonstrate compliance with his obligations as a subcontractor (under the applicable regulations on the protection of personal data), in particular to make it possible to carry out audits, the costs of which shall be the Customer’s responsibility.

9.4.4. The Customer acknowledges that CIKISI implements the appropriate technical and organizational measures, required under the applicable regulations on the protection of personal data, in order to ensure a level of security appropriate to the risk (given the current state of knowledge, the implementation costs and the nature, the scope, the context and the purposes of the processing as well as the risks, whose likelihood and severity vary, for the rights and freedoms of natural persons).

9.4.5. The Customer acknowledges that, taking into account the nature of the possible processing, CIKISI is not in a position to help the Customer meet his possible obligation to comply with requests made by the persons concerned in order to exercise their rights regarding their personal data.

9.4.6. The Customer gives, by agreeing to these GTC, his express authorization to CIKISI to entrust the possible processing of personal data to the following subcontractors: OVH.com. Should CIKISI decide to entrust other subcontractors with the processing of personal data, CIKISI shall inform the Customer of the identity of these new subcontractors. The Customer is deemed to have authorized CIKISI to entrust these new subcontractors with the processing of personal data if the Customer does not declare his rejection in writing within five (5) working days after being notified of the identity of the new subcontractors. If the Customer objects to the use of new subcontractors, CIKISI reserves the right to increase the price to recover any increased costs resulting from this objection. CIKISI agrees, to the extent reasonably possible, to transfer the obligations under article 9 of these CGT to the commitments it shall make with subcontractors, under the applicable regulations on the protection of personal data.

 

ARTICLE 10 – FORCE MAJEURE

10.1 The obligations of the parties are suspended in the event of force majeure as defined by Belgian courts. The following are expressly considered to be cases of force majeure: general strike, sectoral or profession strike, public transport, postal or public service strikes or strike in companies providing CIKISI with its sources of information, fire or storms, the general breakdown of CIKISI’s computer system, the reasonable inaccessibility of data at a cost deemed acceptable by CIKISI.

10.2. The part prevented from performing its obligations due to a case of force majeure shall promptly notify the other party. The parties shall consult on the possible conditions of a continuation of the Contract.

10.3. Should a case of force majeure last more than two (2) months, each party may terminate the Contract. Such termination shall not result in any compensation.

 

ARTICLE 11 – CONTACT AND CUSTOMER SERVICE

Any enquiries and/or complaints may be submitted to CIKISI:

  • -by mail addressed to the head office, Rue Antoine de Saint-Exupery, 2 in 6041 Gosselies – Belgium, of CIKISI SA, registered with the Register of Legal Persons under number 649.625.430;
  • -by email to the following address: info@cikisi.com.

 

ARTICLE 12 – INTELLECTUAL PROPERTY

12.1. The provision of the features of the Services does not include any transfer of CIKISI’s rights to the said application or to any of its elements, or to the accompanying documentation.

12.2. The Customer agrees not to infringe, directly or indirectly, or through a third party, CIKISI’s rights to the software and Services it offers.

In particular, the Subscriber shall refrain from any adaptation, modification, decompilation or functional analysis of the Services for any reason.

12.3. Any total or partial reproduction of CIKISI’s website and its Services for any use other than private, is strictly prohibited.

The same applies to texts, comments, works, illustrations and images contained on CIKISI’s website and in the documents provided by CIKISI, in accordance with the provisions of the Code of Economic Law and to the current international conventions. Please refer to the general terms and conditions of use and the legal notices on CIKISI’s website.

12.4. No intellectual property right or similar right is granted upon purchase of CIKISI’s Services, with the exception of the limited right to access and/or use of CIKISI’s Services as described in CIKISI’s GTCS and GTCU.

 

ARTICLE 13 – REFERENCES

Throughout the duration of the contracted Services and its renewals, the Customer expressly authorize CIKISI to display his name and/or his brand with its logo on CIKISI’s website’s homepage, as well as in commercial documents in order to present him as one of the partners who trust CIKISI’s Services.

 

ARTICLE 14 – COMPLETE AGREEMENT

The commercial offer and its annexes as referenced in the table of contents, including the GTCU, the GTCS and the PP constitute the Contract between You and CIKISI which prevails over any previous contract.

 

ARTICLE 15 – HEADINGS

The clause headings are provided for illustrative purposes only and do not affect the interpretation of the GTCU.

 

ARTICLE 16 – LANGUAGES OF THE CONTRACT

Should these general terms and conditions be written in several languages or translated, the French version shall prevail between parties.

 

ARTICLE 17 – LITIGATIONS, DISPUTES AND CHOICE OF THE APPLICABLE LAW

The partnerships that form between CIKISI and its customers are subject to Belgian law, to the exclusion of any other legislation. Any litigations related to, or arising from, the use of CIKISI’s Services or related to the interpretation or the implementation of these GTC shall be submitted to the exclusive jurisdiction of the francophone courts of Charleroi – Belgium.

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