General Terms and Conditions

General terms and conditions applicable since 1 November 2019 and updated for the last time on 1 September 2023 :

1. Deminor NXT – Deminor NV

Deminor NXT is the trade name of Deminor NV (hereafter “Deminor”), a limited liability company under Belgian law, registered with the Crossroads Bank for Enterprises under the number 0540.666.617 and with the VAT administration under the number BE540.666.617.Deminor’s registered office is located at Joseph Stevensstraat 7, 1000 Brussels (Belgium). Deminor also has a branch office at Amelia Earhartlaan 17, 9051 Gent (Belgium).Deminor’s consultants can be reached on the general telephone number +32 (0)2 674 71 10 (Brussels) and +32 (0)9 283 71 10 (Gent).Each consultant has a personal e-mail address listed on the Deminor NXT website.General enquiries or questions can be asked via email to the address info@deminor.com.

2. Co-contractor.

Each assignment is accepted and carried out exclusively by Deminor. This is the case when an assignment is entrusted, expressly or tacitly, to a particular person within Deminor. Consequently, Deminor accepts sole responsibility for the services provided by its consultants and staff members.

3. Beneficiary of services.

Any service provided by Deminor is exclusively for the benefit of the client concerned, i.e. the person(s) or legal entity(ies) entrusting an assignment to Deminor (hereafter “the Client”) and is carried out exclusively within the framework of the assignment concerned. Deminor’s views and standpoints may not be used by third parties and Deminor bears no responsibility for these views unless expressly agreed in writing and in advance with the Client. When several persons or legal entities entrust an assignment to Deminor, all these persons or entities are the beneficiaries of the services and Deminor will treat them equally and inform them simultaneously.

4. Intervention by third parties.

Deminor may call upon third parties to perform services in the context of the mission for the benefit of the Client. Deminor shall exercise due diligence in selecting these third parties, but shall in no way be responsible for their acts or omissions.

5. Indemnification towards third parties.

The Client shall indemnify Deminor against any third party claim arising from the assignment entrusted by the Client and/or the services provided for the Client, except if such claim is based on a wrongdoing or fault of Deminor.

6. Fees and expenses.

Unless otherwise agreed, the fees due to Deminor for the services rendered shall be calculated based on the number of hours worked multiplied by the hourly rates established annually by Deminor. These hourly rates will be communicated by Deminor to the Client at the start of the assignment and are indexed annually during the contractual relationship with the Client based on the (Belgian) Consumer Price Index.Expenses borne by Deminor in the context of an assignment are charged as follows:

• office costs (printing, typing, secretarial work, etc.): 5% of the total amount of fees invoiced excluding VAT;
• travel expenses outside Brussels (or outside Gent if Deminor’s services are performed from its offices in Gent): 0.50 € per km;
• travel expenses within Brussels (or within Gent if Deminor’s services are performed from its offices in Gent): 8 €;
• other costs: at actual costs with supporting documents. The prior consent of the client is required if the costs exceed €100.

All these amounts are exclusive of VAT. A VAT at the current rate (currently 21%) will be added to the total amount of fees and expenses.Deminor’s services are in principle invoiced on a monthly basis, or at least every two months. Invoices must be paid within 15 days as from the invoice date. Any dispute or complaint regarding an invoice must be reported to Deminor within 15 days of receipt of this invoice, otherwise it will not be taken into account.The non-payment of an invoice on the due date shall automatically and without prior notice incur interest on arrears, running from the due date and at the legal interest rate applicable for commercial transactions. An amount set at fifteen per cent of the invoice amount shall also be due as damages in case of late payment, 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 real damages and costs incurred. If the invoice is addressed to a private consumer, the aforementioned compensation amounts are limited to the legally capped amounts in accordance with the legal provisions in force from September 1, 2023 (currently €20 to €150, €30 plus 10% from €150 to €500 and €50 plus 5% above €500, with a maximum ceiling of €2,000).

7. Confidentiality and cooperation.

Except with the express consent of the Client, Deminor undertakes to respect the strictest confidentiality with regard to all documents and information, written or oral in nature, communicated to Deminor by the Client within the framework of the assignment and concerning the case or project assigned to Deminor, and not to transmit theses to third parties in any form whatsoever, written or oral.Deminor also undertakes to return to the Client, at the end of the assignment and upon his first request, all documents, originals or copies provided to Deminor by the Client.Unless expressly authorized by the Client and Deminor, both undertake to keep the existence of the assignment strictly confidential.The Client undertakes to cooperate with Deminor in a reasonable manner (“to the best of his/her ability”), with the purpose of the proper execution of the assignment entrusted to Deminor, and to make available to Deminor all documents, agreements and data that may be useful or necessary for the execution of the assignment.

8. Mandating authority of Deminor.

Deminor may not take any legal action in the name of and on behalf of the Client, except in the event that the Client has given Deminor a special proxy to act on his/her behalf, and then subject to the ratification of these acts by the Client.

9. Best efforts.

The commitments made by Deminor under this agreement and when executing its services assignments do not oblige Deminor to achieve any specific result. Deminor undertakes to perform its assignment to the best of its ability (“best efforts”).

10. Anti-money laundering regulations.

In accordance with Belgian and European anti-money laundering regulations, Deminor may ask the Client for information about his personal identity, assets, his company, the company’s shareholders or its directors. If the requested information is not provided to Deminor, Deminor is obliged to suspend or terminate the assignment.

11. Protection of personal data.

Deminor undertakes to protect the privacy of its Clients or third parties when performing its assignments and to guarantee the confidentiality of the data communicated to it or to which it has access. Any processing of personal data shall be carried out in accordance with the Law of 30 July 2018 on the protection of individuals with regard to the processing of personal data, and Regulation No 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals 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 “AVG”).Deminor is responsible for processing these data. The definitions and interpretations concerning the processing of personal data, contained in the aforementioned Belgian law of 30 July 2018 and any subsequent amendments thereto, apply to this article.The objectives pursued are:

• the management and processing of files within the framework of the mission entrusted to Deminor;
• risk management and quality control;
• client and relationship management;
• informative or promotional communications to Deminor’s contacts (such as newsletters containing legislative news, invitations to seminars, etc.), when Deminor considers that they may be of interest to the persons concerned of its Clients;
• compliance with Deminor’s legal and regulatory obligations, in particular in relation to the prevention and combating of money laundering.

The data will not be transmitted to third parties except for the performance of the task entrusted to Deminor or to comply with a legal or regulatory obligation. By providing the data, the Client authorizes Deminor to carry out the above-mentioned operations.Deminor takes appropriate technical and organizational measures to ensure that the entrusted data are protected against unauthorized or unlawful processing and against the accidental loss, accidental destruction or accidental deterioration of such data. Where data is communicated by or at the request of the Client, the Client guarantees that such communication is made with the consent of the persons concerned and in accordance with applicable law. The Client shall indemnify Deminor against any claim by the persons concerned.The Client and other third parties are entitled to access and correct the data relating to them at any time and have the right to oppose any processing of these data for the purpose of promoting Deminor’s services. To exercise these rights, simply send a signed and dated written request by e-mail to info@deminor.com with a copy of your identity card. Questions about privacy protection and data processing by Deminor can also be sent to this address.

12. Scope of application of the general terms and conditions.

These general terms and conditions apply to any contractual relationship with Deminor’s Clients and to any assignment accepted by Deminor, unless otherwise expressly agreed in writing by a Deminor Managing Director. Without prejudice to the provisions of article 2, these general terms and conditions apply not only to Deminor but also to any person involved in the execution of the assignment entrusted to Deminor.These general terms and conditions may be updated periodically. They can be consulted on the website of Deminor NXT under the tab “General terms and conditions”. In the event of contradictions between the English, French and Dutch versions of these general terms and conditions, the Dutch version shall prevail.

13. Partial invalidity.

If one or more provision(s) of these general terms and conditions are invalid or cannot be applied, this shall not affect the validity and enforceability of the remaining provisions of these general terms and conditions. In this case, the invalid or inapplicable provision shall be deemed to be automatically replaced by a valid and applicable provision which, as far as possible, has an equivalent effect.

14. Applicable law and jurisdiction.

The contractual relationship between the Client and Deminor is governed by Belgian law, with the exception of the rules of private international law. All disputes will be submitted exclusively to the competent courts of the Brussels’ Arrondissement.