Article 1. Application of the General Terms and Conditions

The following General Terms and Conditions apply to all agreements between Neil Accountants & Advisors Pvt Ltd (“Company”) and its customers, regardless of any contradictory conditions in their documents. Company’s Terms and Conditions are automatically accepted upon placing an order.

Article 2. Offers, quotations, orders and order confirmations

The Company’s offers and quotations are not binding until they have been accepted by the customer. The agreement becomes effective as soon as the customer returns the quotation, signed for agreement, and unaltered, within 30 days. By placing orders or issuing order confirmations, the customer agrees to the terms of the agreement. All verbal and/or written agreements previously concluded on the same subject (“Project”) shall be replaced by this agreement. After receiving the signed agreement, the Project will be executed.

2.2 All changes in scope during and/or after the Project will be carried out on an hourly basis in accordance with the hourly rates applicable at that time, unless explicitly agreed otherwise.

Article 3. Cancellation of an order

An order may be cancelled by the customer only if the Company has not yet started executing the project. A cancellation must be made by registered letter with proof of receipt. The Company will attempt to keep cancellation costs to a minimum, but will still be entitled to payment for all expenses already incurred.

Article 4. Provision of services and implementation periods

A Company’s implementation period is only indicative and not binding. The customer will not be entitled to compensation for damages or a price reduction for delays in the delivery of the Project.
If the parties have expressed an agreement regarding a binding delivery period, this period can be extended if the customer is in default of its obligations to provide information, documents, originals, or images (on time), and to accept the corrected proofs (on time), or if additional orders are placed by the customer.
4.3 In the event of death, incapacity, dissolution or bankruptcy of the customer, the agreement will be terminated by operation of law and without further notice of default.

Article 5. Risk

5.1 The Company stores all goods belonging to a customer at the customer’s risk at its premises.

Article 6. Prices

6.1 The proposed prices do not include VAT. A detailed written price quotation is prepared in advance for each project according to its run time, level of difficulty, and urgency.
A separate quotation for all other activities beyond the scope of this contract will be provided as well as a separate invoice.
For all activities invoiced to the Company by third parties within the context of the execution of the Project for the customer, a surcharge (the “Service Fee”) will be added of 15%, on top of the amount stated on the supplier’s invoice as a standard, with the exception of the purchase of media slots, as explained in Article 6.4.

Article 7. Invoicing conditions

There are various invoicing options available to the Company:
7.1 If the Company and the customer have agreed on a fixed price (the “Fixed Price”), the Company will invoice a pro rata share of the total budget each month, for the next month and over the course of the Project.
7.2 If the Company performs its services on a time and materials basis (“Time and Materials”), it invoices the customer every month for the work performed and for all related expenses incurred with the customer’s consent within the scope of the Project.
7.3 The Company retains the right to invoice the customer directly when placing the order if the Project involves a financial commitment by third parties. This invoice will be separate from the monthly invoicing. Taking into account the Service Fee referenced in Article 6 regardless of whether the project is based on Fixed Price, Time or Materials.
7.4 This information can be provided on time by the customer if the customer uses a purchase order system (“Purchase Orders”). If the customer remains in default, the Company may send the invoice with a brief description of the Project and the contact person’s name as the reference.

Article 8. Terms and conditions of payment

8.1. Unless otherwise stated, invoices from the Company must be paid in cash within 30 days. If a dispute arises, the Company must be notified in writing within 15 business days of sending the invoice. The postponement or suspension of payments cannot be justified by a dispute.

8.2. After their expiry date, all invoices are due by bank transfer to the Company’s account. Invoices placed by a company or person on behalf of a third party are the responsibility of the person or company placing the order. General terms and conditions must be met in order for discounts to remain valid.

8.3.After receiving a warning from the Company, the customer must proceed to the payment within eight (8) days. If the customer fails to do so, the Company is entitled to negligence interest, plus a fixed sum of EUR 40 to cover the costs of debt collection, in addition to the negligence interest outlined in Article 5 of the Law of 02 August 2002 on Combating Late Payment in Commercial Transactions. Damage compensation will also be charged at a fixed rate of 10% of the invoice amount, with a minimum of EUR 125. The interest owed is calculated from the date on which the warning was issued until the amount is paid in full. Moreover, the Company reserves the right to suspend further performance until the overdue invoices have been paid. The customer is responsible for any amounts owed immediately upon delay in payment. This would mean that the customer would no longer have access to the Company’s creations.
8.4 Payment will not be suspended for projects that are suspended at the request of the customer.
8.5 In the event that the customer fails to comply, in full or in part, with one or more of their obligations arising from this agreement (for example, non-payment of an invoice), the company is entitled to terminate the contract immediately and/or block access to services, temporarily or otherwise, without the customer being able to demand a refund for advance payments or compensation for damages. All customers will be informed of this by the company. Further, the Company can terminate the contract with immediate effect, without further notification, if the customer is declared bankrupt, if the customer has requested or accepted a settlement plan, or more generally if the customer is in a state of suspension of payments.

Article 9. Targets and liability

9.1. The company is dedicated to providing all the services in a professional manner. The company is obliged to perform all its activities to the best of its ability. Errors in implementation caused by incorrect or insufficient customer input are not the responsibility of the company.
9.2. The company is not liable for errors (including serious errors) made by itself or its employees, unless fraud has been committed. It is impossible for the company to be held liable, regardless of the cause, form or subject of the claim for which liability is sought, for any consequential loss, such as loss of anticipated profits, a drop in turnover, increased operational costs, or loss of customers, which the customer or third parties claim to have sustained as a result of the company’s error or negligence.
9.3. Under any circumstances, the company’s liability with respect to a service provided to the customer will be limited to either a refund of the price paid by the customer or a renewed provision of the service, at the company’s discretion. Liability of the company is limited to the amount paid by the customer for the service that caused the damage claim.
9.4. The company does not accept any liability for services provided by third-party vendors beyond what the vendors are prepared to accept for their products or services.

Article 10. Intellectual property rights

10.1 Upon termination of the sales agreement, all customer information will be returned to the customer – so long as there are no outstanding invoices – without having retained a copy.
10.2 Even after termination of this agreement, all information and products created by the company as well as all intellectual property rights associated with them will remain the property of the company.

Article 11. Suspension and termination of the agreement due to non-fulfilment

11.1 A party that fails to comply with the agreement within 14 days after receiving a notice of default sent by registered letter is liable to the other party for either (i) suspending the contract until the first party has met its obligations, or (ii) terminating it with immediate effect. The Company will always consider non-payment of one or more invoices by their expiry date as a serious breach of the agreement.
11.2 If the agreement is terminated due to non-fulfillment, the Company will claim payment for all expenses and commitments already incurred, plus a fixed-rate compensation for damages equal to 30% of what The Company could have invoiced the customer if the agreement had been fulfilled in full. The Company will in any case retain any advance payment made. Moreover, The Company reserves the right to demand a higher compensation amount if it can prove that it has actually suffered more damage than the fixed-rate damage determined above.
11.3. However, all parties agree to allow the other party a reasonable amount of time to resolve its shortcomings, as well as to seek an out-of-court settlement whenever possible.

Article 12. Confidentiality

12.1 Whether or not the agreement is terminated, the parties are bound to maintain the confidentiality of any commercial or technical information or professionals’ secrets acquired from the other party, and to use these solely for the purposes of the agreement.

Article 13. Employee poaching

13.1 The customer may not employ any employees from the company who have been entrusted with the execution of the customer’s Projects, whether through a contract of employment or otherwise, or who terminated their employment with the company less than six (6) months ago.
13.2 The Parties agree that, in the event of a violation of Article 13.1, the company is entitled to damages from the customer.
13.3 In the case of employees, the compensation for damages set out in Article 13.2, will equal either the gross annual salary paid by the company to the individual when they were employed by the customer, or the amount paid on a pro rata basis had they been employed by the customer. The calculation is based on the most recent pay slip for the relevant employee or ex-employee.
13.4
In the case of freelance and self-employed workers, the compensation for damages provided in Article 13.2 equals the gross payment (including benefits) made to them by the company in the twelve (12) months prior to their hiring or termination of the cooperation contract. Accordingly, if the freelance or self-employed worker’s contract runs or has run for less than twelve (12) months, the compensation for damages is extrapolated to the gross payment (including benefits) that the company would have paid them if the cooperation had actually lasted for twelve (12) months.
13.5 This provision is applicable for a period of 18 months following the termination of all Projects executed by the company for the customer.

Article 14. Processing of personal information

14.1. Personal data belonging to the customer’s contact persons are processed as part of the services the company provides to the customer. Contact information of these persons is processed for the purpose of ‘customer management,’ which means to contact the customer regarding the services. The contact person has the right to access and update their data in accordance with the Belgian data protection law of 8 December 1992 and the General Data Protection Regulation (GDPR) approved by the European Parliament on 14 April 2016 (Regulation (EU) 2016/679). During the collaboration between the company and the customer, these data are only stored.

Article 15. Reference

15.1 The customer authorizes the company to include in its portfolio the projects it implements on its behalf as customer references.

Article 16. Force Majeure

16.1. In the event of force majeure, such as strikes, public unrest, administrative restrictions, or other uncontrollable events, the company will be freed from its obligations during the duration and for the entire period of the event, without the customer having any right to a reduction in price or damages.

Article 17. Invalidity

17.1. In the event that any clause in these General Terms and Conditions is found to be invalid, all remaining provisions shall remain in full force and effect, and the company and the customer shall replace the invalid clause with one that reflects as closely as possible the intention and purpose of the invalid clause.

Article 18. Applicable law – competent court

18.1. Contracts of the company shall be governed by Belgian law. In the event of any dispute relating to the conclusion, validity, execution, or termination of this contract, the competent court in Brussels shall have jurisdiction.