General Terms and Conditions applicable as of November 1st, 2019.
- Deminor SA (Deminor) is a Limited Company established under the laws of Belgium. Deminor is registered with the Crossroads Bank for Enterprises under number 0540.666.617 and is registered with the VAT administration under number BE540.666.617.
The registered office of Deminor is located at 7 rue Joseph Stevens in 1000 Brussels (Belgium). Deminor also has an operating office located at 17 Amelia Earhartlaan in 9051 Ghent (Belgium).
The consultants of Deminor can be reached at the general phone number +32 2 674 71 10. Each consultant has a personal e-mail address mentioned on the Deminor website (sgs.deminor.com).
- Co-contractor. All assignments are exclusively accepted and carried out by Deminor. This is the case when an assignment is entrusted, expressly or tacitly, to a specific person within Deminor. Deminor is therefore the sole party contracting with the client and assumes sole responsibility for the services provided by its consultants and personnel.
- Beneficiary of the benefits. Any service provided by Deminor is for the sole benefit of the client and is provided exclusively in the context of the client’s case. Deminor’s advices may not be used by any third party and Deminor does not assume any liability in respect thereof, unless explicitly approved.
- Third party intervention. Deminor can call upon third parties for the execution of services on behalf of the client. Deminor will exercise due diligence in the selection of such third parties but will not be in any way liable for the acts or omissions of such third parties.
- Warranty with respect to third parties. The client indemnifies Deminor against all claims of third parties that may arise from the mission entrusted by the client and/or the services performed for the client, except to the extent that such a claim is based on Deminor’s fault.
- Fees and expenses. Unless otherwise agreed, fees for services provided are based on the standard hourly rates of Deminor set in the assignment’s letter or e-mail. These hourly rates will be subject to annual indexation during the contractual relationship with the client according to the consumer price index. Unless otherwise agreed, the costs are charged as follows:
– office expenses (printing, typing, secretariat, etc.): 5% of the total amount invoiced excluding VAT;
– travel expenses outside Brussels (or outside Ghent if the services are performed in Ghent): 0,50 € per km;
– travel expenses within Brussels (or within Ghent if the services are performed in Ghent): 8 €;
– other expenses: at actual cost with production of supporting documents. The client’s prior approval will be required if the expense exceeds 100 € excl.
All these amounts are exclusive of VAT. VAT at the current rate (currently 21%) will be added to the total amount of fees and charges.
Unless otherwise agreed, Deminor’s services will be invoiced monthly. Invoices are payable within 15 days from the date of dispatch. Deminor must be notified of any complaint about the invoice within 15 days after receipt of the invoice, failing which it will not be taken into consideration. The non-payment of an invoice on the due date automatically generates, without any additional prior formal notice and from the due date, an interest at the legal interest rate for commercial transactions. A fixed sum of 15% of the invoice amount is also due, with a minimum of five hundred euros and a maximum of twelve thousand five hundred euros, without prejudice to the right to claim compensation for damages suffered and costs incurred.
- Confidentiality and collaboration. Unless explicitly approved by the client, Deminor is committed to respect the strictest confidentiality regarding all documents and information, of a written or oral nature, communicated to Deminor within its mission, and not to transmit them to third parties, in any form whatsoever, written or oral.
Moreover, Deminor undertakes to return at the end of the assignment and at the client’s first request all documents, originals or copies received by Deminor.
Unless explicitly approved, both the client and Deminor are committed to keep the very existence of its mission strictly confidential.
The client undertakes to cooperate reasonably with Deminor (“best efforts”) for the proper execution of the assignment and to provide Deminor with all documents, agreements and data that may be useful or necessary for the execution of the assignment.
- No power of attorney in Deminor. Deminor will not be able to perform any legal act of any nature whatsoever in the client’s name and on the client’s behalf, unless the client gives Deminor a special power of attorney in that regard and subject to ratification by the client of the act performed.
- Best efforts. The commitments Deminor makes do not oblige Deminor to achieve a certain result.
Deminor commits to do its best to execute its mission (“best efforts”).
- Anti-money laundering. In accordance with Belgian and European anti-money laundering regulations, Deminor may request information regarding the client’s company, its shareholders or directors. If the requested information is not provided to Deminor, Deminor will be obliged to suspend or terminate the assignment.
- Protection of personal data. Deminor is committed to protect the privacy of its clients or third parties in the context of assignments execution, and to ensure the confidentiality of the data communicated to it or to which it has access. Any processing of personal data is carried out in accordance with the law of 8 December 1992 on protection of privacy in relation to processing the data of a personal nature and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (“General Data Protection Regulation” or “GDPR”). Deminor is responsible for the processing of such data. The definitions and interpretations concerning the processing of personal data contained in the Belgian law of 8 December 1992 mentioned above and in all subsequent amendments thereto, are applicable to this article. The purposes pursued are:
– the management and processing of the files within the framework of the mission entrusted to Deminor;
– risk management and quality control;
– client and contact management;
– informational or promotional communications to Deminor clients/contacts (such as newsletters containing legislative or financial news, invitations to seminars, etc.), when Deminor believes that they may be of interest to these persons;
– the respect of the legal and regulatory obligations of Deminor, especially regarding the prevention and anti-money laundering.
The data are not communicated to third parties, except for the purpose of executing the mission entrusted to Deminor or to comply with a legal or regulatory obligation. By providing the data, the client authorises Deminor to proceed with the processing.
Deminor will take appropriate technical and organisational measures to protect personal data against any unauthorised or illicit processing, or accidental loss, destruction or damage. When data are communicated by or at the request of the client, the client guarantees that this communication takes place with the consent of the persons concerned and in compliance with the applicable legislation. The client indemnifies Deminor against any claim of the persons concerned. Those individuals concerned have at all times the right to access and rectify their data and have the right to oppose any processing of these data for the purpose of promoting the services of Deminor. These rights must be exercised by a signed and dated written request sent by e-mail to email@example.com, including a copy of their identity card. Any questions regarding the protection of personal data and their processing by Deminor can also be sent to this address.
- Scope of application of the General Conditions. These general terms and conditions shall automatically apply to every assignment accepted by Deminor and, without prejudice to the provisions of Article 2, to all persons involved or having been involved in providing services to the instructing party, unless otherwise agreed in writing by a partner at The general terms and conditions may be periodically updated. They can be found on the website sgs.deminor.com (page “general conditions”). In case of any discrepancy between the English, French and Dutch versions of these general conditions, the French version shall prevail.
- Partial disability. If one or more provisions of these general terms and conditions are invalid or cannot be applied, this shall not affect the validity and applicability of the other provisions of these general terms and conditions. In this case, the invalid or unenforceable provision shall be deemed to be automatically replaced by a valid and enforceable provision that produces, as far as possible, an equivalent effect.
- Applicable law and jurisdiction. The relationship between the client and Deminor is subject to the laws of Belgium, excluding the rules of private international law. Any dispute will be exclusively submitted to the courts of Brussels.