Terms and conditions

1. General

1.1 Definitions

• • “Provider”: the legal entity acting as the Provider is the public limited company (SA) iKanbi Belgium, company number BE 0445.248.212, registered with the Liège Trade Register and having its registered office at Quai Banning 6 – 4000 Liège.
  • “Client“: any natural or legal person to whom the Provider delivers services.
  • “Special Conditions“: any provision included in the Offer that modifies, supplements, or clarifies a clause in the General Terms and Conditions.
  • “Contract“: all documents governing the contractual relationship between the Provider and the Client, namely the General Terms and Conditions, the Special Conditions where applicable, and the Offer. In the event of a conflict, the Special Conditions shall prevail over the General Terms and Conditions and the Offer, unless expressly stated otherwise.
  • “Offer“: a document in which the technical and specific details of each assignment entrusted by the Client to the Provider are defined. Any Offer is subject to these General Terms and Conditions and, where applicable, to Special Conditions.
  • “Assignment“: all services provided by the Provider to the Client as described in the Offer. The Assignments are governed by these General Terms and Conditions and, where applicable, by the Special Conditions.
  • “Services“: services provided by the Provider as part of the Assignment, in accordance with the terms set out in the Offer.
  • “Deliverables“: elements, documents, or results that the Provider agrees to deliver to the Client upon completion of all or part of the Assignment, in accordance with the specifications set out in the Offer or the Contract.

The Provider and the Client are individually referred to as a “Party” and collectively as the “Parties”.

1.2 Scope of application

These General Terms and Conditions govern the contractual relationship between the Provider and the Client. Unless expressly agreed otherwise in writing, the Provider’s General Terms and Conditions shall prevail over those of the Client.

If any provision, article, or part of an article in the General Terms and Conditions or in the Special Conditions is declared null or unenforceable, such invalidity shall not affect the validity of the remaining provisions or of the applicable part of the relevant article.

The failure of either Party to invoke any clause of these General Terms and Conditions or the applicable Special Conditions shall not be deemed a waiver of that clause. Any waiver of a right shall only be valid if it is in writing, explicit, unequivocal, and signed by the Party concerned. Similarly, the waiver of one right shall not be interpreted as a waiver of any other rights arising from the General Terms and Conditions or the Special Conditions, where applicable.

The Provider reserves the right to modify and update the General Terms and Conditions at any time on its website https://ikanbi.com/en/terms-and-conditions/ or www.telesecretariat.be/conditions-generales. Any non-substantial change shall take effect from the date it is published online.

2. Obligations of the Service Provider

2.1 The Provider undertakes to perform the Mission as described in the Offer with due diligence and in accordance with industry best practices, the provisions of the Contract, and the applicable legislation.

2.2 The Provider’s obligation in the performance of the Mission is a best-efforts obligation, meaning that its liability cannot be incurred solely on the basis of a lack of results, provided it can demonstrate that it has used all reasonable means to properly perform the Mission.

2.3 The Provider’s duty to advise is strictly limited to its technical area of expertise and the purpose of the Mission as defined in the Offer. It expressly excludes any other advice, including but not limited to legal, tax, or accounting advice. The Client remains solely responsible for verifying that the Services meet its specific needs as well as any legal obligations to which it may be subject.

2.4 The Provider reserves the right to temporarily suspend all or part of the equipment used to perform the Services (in particular servers) in order to carry out maintenance intended to optimize the equipment (for example, a server or device necessary for improved service quality). In such cases, the Provider agrees to inform the Client in writing at least fifteen (15) business days before the scheduled intervention and to restore the system as soon as reasonably possible.

3. Obligations of the Beneficiary

3.1 In general, the Beneficiary undertakes to strictly fulfill its duty of cooperation with the Provider throughout the performance of the Mission.

In particular, the Client agrees to:

• Provide the Provider with all information necessary for the performance of the Services, including technical information and user guides related to access to the Beneficiary’s systems;
• Notify the Provider of any difficulties encountered during the performance of the Mission that may impact contractual obligations, including deadlines, pricing, or the progress of the Mission.

3.2 the Beneficiary remains solely responsible for backing up its own data. To this end, it must perform on its own systems—excluding those of the Provider—any backups it deems necessary of its data, files, programs, documentation, and information of any kind used while accessing the Provider’s infrastructure.

The Provider cannot, under any circumstances, be held liable for the loss, alteration, or destruction of such data if the Client has not taken appropriate backup measures.
Furthermore, the Beneficiary is solely responsible for obtaining all legal, regulatory, and/or administrative authorizations required for the provision of the Services.

4. Price and payment

4.1. The prices (“Prices”) shall be specified in the Offer and include all duties, taxes, and levies, excluding VAT.

4.2. The Prices and rates for the Services are subject to applicable indexation rules and follow the annual upward indexation applied by Joint Committee 200, as well as the evolution of structural, management, and IT infrastructure costs, including Cybersecurity. The indexation calculation formula used is as follows:

Pn = P0 × (0.2 + 0.8 × (CP 200 index at adjustment date / CP 200 index at n))

Where:
P0 = Initial price at the effective date of the General Terms and Conditions
Pn = Adjusted price

As part of this indexation, it is expressly agreed that the Prices mentioned and agreed between the Parties may also be subject to increases taking into account the nature and external circumstances of the Services, including:

• The evolution of costs incurred by the Provider, especially in case of increased rates charged by its subcontractors;
• The implementation of new legal or regulatory obligations imposing additional burdens on the Provider;
• Rising costs in certain specific sectors, such as information technology, cybersecurity, or any other area essential to the proper execution of the Services.

4.3 The Prices stated in the Offer and the Contract correspond to those in force at the date of signature, unless otherwise stipulated in the Specific Terms and Conditions.

4.4 For Services provided from nearshore or offshore platforms, a similar indexation shall apply for Morocco, based on the rules commonly recommended by the French Contact Center Association SP2C. This indexation will be weighted according to the evolution of four factors: the minimum wage, the rent index, the cost management trends, and the evolution of IT infrastructure costs:

70% * (SMB Index (1) as of January 1st of year n – SMB Index as of December 31st of year n-1)
+ 10% * (Syntec Index (2) as of January 1st of year n – Syntec Index as of December 31st of year n-1)
+ 10% * (IRL Index (3) as of January 1st of year n – IRL Index as of December 31st of year n-1)
+ 10% * (IPPS Index (4) as of January 1st of year n – IRL Index as of December 31st of year n-1)
= Price indexation percentage for services performed Off-shore

• (1) (https://dares.travail-emploi.gouv.fr/definitions-et-concepts/salaire-de-base-smb))
• (2) https://www.syntec.fr/indicateurs/indice-syntec/#anchor-6
• (3) https://www.insee.fr/en/statistiques/serie/001515333
• (4) https://www.insee.fr/en/statistiques/serie/001569937

4.5 Unless otherwise agreed in the Offer or in the Specific Terms and Conditions, all payments must be made within thirty (30) days from the date of receipt of the invoice by the Beneficiary.

Any late payment shall automatically and without prior formal notice incur contractual late interest of 12% per annum, as well as a fixed compensation of 15% of the invoice amount, with a minimum of €75.

5. Absence of Subordination Relationship

6.1. Each Party retains exclusive ownership of its intellectual property rights, patents, know-how, methodologies, copyrights, templates (drafting formats; matrices; standard models), trademarks and, more generally, of the knowledge belonging to it.

In the performance of the Mission, each Party remains the sole holder of the intellectual property rights related to the methodologies and know-how used and/or developed by that Party in the course of delivering the Services / Deliverables, which remain the property of said Party.

Nothing in these General Terms and Conditions shall be interpreted as granting the other Party any ownership or exploitation rights over such elements, except for those strictly necessary for the execution of the Mission or for the use of the Deliverables by the Beneficiary.

6.2. The Service Provider remains free to provide, on its own behalf or on behalf of other Beneficiaries, services identical or similar to those performed in connection with the Mission, subject to its confidentiality obligations as set out in clause 8.

7. Processing of Personal Data

7.1. In the context of the performance of the Assignment, the Beneficiary acts as Data Controller within the meaning of Regulation (EU) 2016/679 of 27 April 2016 (hereinafter “GDPR”), and the Provider acts as Data Processor.

In this respect, the Provider undertakes to process personal data only to the extent strictly necessary for the performance of the Services and in accordance with the Beneficiary’s documented instructions. The processing of personal data (“Personal Data”) carried out in the context of the Assignment is subject to the provisions of the GDPR as well as to the Belgian Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data, which the Provider undertakes to comply with. The Provider shall promptly inform the Beneficiary if, in its opinion, any instruction infringes or is likely to infringe the Belgian Data Protection Act or the GDPR.

7.2. The Provider has appointed a Data Protection Officer, who also intervenes in the event of an incident and can be contacted at: dpo@ikanbi.com.

7.3. The Provider shall not transfer (or permit the transfer of) Personal Data outside the European Economic Area (EEA) unless (i) the Provider has obtained the Beneficiary’s prior written consent and (ii) has implemented appropriate safeguards to ensure that the Personal Data is transferred in accordance with the Belgian Data Protection Act and the GDPR. By this agreement, the Beneficiary expressly authorises international transfers to the Provider’s group entities located in Morocco, provided such transfers are subject to appropriate safeguards.

7.4. The Provider undertakes to implement appropriate technical and organisational measures to protect Personal Data against destruction, loss, alteration, unauthorised disclosure or access, and any other security incident. These measures shall include, in particular: pseudonymisation and encryption of Personal Data; systems to ensure the confidentiality, integrity, availability and resilience of processing systems and services; means to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and procedures for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures to ensure the security of the processing.

7.5. The Provider shall not subcontract any part of the processing of Personal Data to a sub-processor without first obtaining the written consent of the Beneficiary. By this agreement, the Beneficiary consents to the use of sub-processors that are part of the Provider’s group.
If the Beneficiary refuses to consent to the designation of a sub-processor for justified data protection reasons, the Provider shall not appoint such sub-processor, or the Beneficiary may elect to suspend or terminate the Assignment and the Agreement without penalty.
The Provider shall impose on any sub-processor the same obligations regarding Personal Data protection, confidentiality and/or security as those to which it is itself subject under this clause and under any confidentiality clause of the Agreement. In case of inconsistency, the clause offering the highest level of protection, confidentiality and/or security shall prevail. The Provider remains fully liable to the Beneficiary for any breach of this clause and/or any confidentiality clause of the Agreement caused by the act, error or negligence of any sub-processor.

7.6. The Provider agrees to provide the Beneficiary with reasonable assistance in enabling the latter to comply with its obligations under the GDPR, including where necessary in carrying out data protection impact assessments (DPIAs), handling data subject rights requests, or responding to inquiries or requests from a competent supervisory authority.

7.7. In the event of a security incident or Personal Data breach, the Provider shall notify the Beneficiary within 48 hours of becoming aware of the incident. Such notification shall be made by email from dpo@ikanbi.com to the DPO or contact designated by the Beneficiary and shall include all information and assistance reasonably required by the Beneficiary to enable it to fulfil its legal obligations concerning data breach notifications under applicable law.

7.8. Upon completion or termination of the Assignment or Agreement, the Provider shall (at the Beneficiary’s discretion) either delete or return to the Beneficiary all Personal Data (including all copies) in its possession or under its control (including any data processed by a sub-processor), unless EU law (or the law of an EU Member State) requires the retention of some or all of the Personal Data, in which case the Provider shall isolate and apply appropriate security measures to prevent any further processing (except as required by such law).

7.9. The Provider agrees that the Beneficiary, or any third-party auditor appointed by the Beneficiary, may audit the Provider’s compliance with the data protection obligations set out in these General Terms and Conditions. To this end, the Provider shall make available any reasonably necessary information and documents.

Any on-site audit shall be subject to the following conditions:

1. A reasonable prior written notice shall be given to the Provider,
2. The audit shall be conducted during business hours,
3. The Beneficiary shall take all reasonable steps to minimise disruption to the Provider’s operations.
   Except where required by a supervisory authority or in the event of a confirmed security incident, the Beneficiary may exercise this audit right only once in any twelve (12)-month period.

7.10. The Beneficiary undertakes to hold harmless and indemnify the Provider for any damage resulting from a failure by the Beneficiary to comply with its obligations under the GDPR or the Belgian Data Protection Act. The Beneficiary also indemnifies the Provider against any third-party claims or actions brought against the Provider as a result of a breach of the GDPR or the Belgian Data Protection Act.

7.11. Where the Beneficiary provides the Provider with telephone numbers of persons to be contacted, the Beneficiary undertakes to comply with applicable laws governing telephone marketing, including ensuring that the instructions given do not amount to repeated or unsolicited communications, nor constitute commercial calls to persons listed as not wishing to receive such calls.

7.12. The Beneficiary agrees to indemnify the Provider against all damages, fines, costs and expenses, including legal fees, which the Provider may incur as a result of any third-party claim arising from a call made by the Provider on behalf of and at the request of the Beneficiary, where such claim results from a breach by the Beneficiary of its contractual or legal obligations, in particular under Chapters 1 and 4 of Title 4, Book VI of the Belgian Code of Economic Law.

8. Confidentiality and non-disparagement

8.1. Each Party undertakes, for the entire duration of the Agreement and for a period of five (5) years following its expiration or termination for any reason whatsoever, to preserve the confidentiality of all confidential information (“Confidential Information”) exchanged or brought to its attention in the context of the performance of the Assignment.

For the purposes of this clause, “Confidential Information” refers to any information, of whatever nature, disclosed by one Party to the other, whether orally, in writing, or electronically, including but not limited to: business, financial, technical, legal, or strategic information, processes, know-how, methods, programs, data, and contractual documents signed and executed during the course of the Assignment.

The following shall not be considered Confidential Information:

• a) Information that has entered the public domain without any breach of the Agreement;
• b) Information already known to the receiving Party prior to disclosure, provided it can be demonstrated;
• c) Information lawfully obtained from a third party not bound by a confidentiality obligation;
• d) Information required to be disclosed by law, regulation, or court order, provided that the Party subject to such disclosure gives prior and prompt notice to the other Party to allow it, to the extent possible, to object to or limit the scope of such disclosure.

Each Party shall ensure that only persons with a legitimate need to access such information are given access and that they are bound by the same obligation of confidentiality.

All necessary measures shall be taken to prevent any unauthorised access, use or disclosure.

8.2. Each Party agrees, for the entire duration of the Agreement and for a minimum period of five (5) years following its expiration, to refrain from any act or statement that may damage the image, reputation, or capacity of the other Party, and from disparaging the other Party in any way whatsoever in the business environment.

8.3. The Provider is strictly prohibited from using, directly or indirectly, selling, giving, assigning or disclosing any databases, client addresses or other information collected directly or indirectly in the course of carrying out the Assignments, for any purpose other than those defined by the Beneficiary.

9. Liability

9.1. The Provider’s liability towards the Beneficiary is strictly limited to direct, certain, and proven damages caused as a result of a breach by the Provider in the performance of the Assignment.

In any case, and except in the event of willful misconduct or gross negligence by the Provider, the total amount payable by the Provider to the Beneficiary shall not exceed a maximum amount corresponding to the annual price of the Assignment during which the event giving rise to the liability occurred.

9.2 Given the specific characteristics of electronic and multidirectional communication tools (including the internet, email, etc.) used by the Provider in the context of the Assignment—and which the Beneficiary acknowledges being fully aware of—the Provider shall not be held liable for consequences related in particular to:

• Slowdowns, interruptions or difficulties in remote access to the Beneficiary’s systems, notably due to network congestion or temporary unavailability;
• Failure to deliver emails or chat communications;
• Contamination of the Beneficiary’s data and/or software by viruses or any other malicious programs;
• Malicious intrusions by third parties into the Beneficiary’s systems and/or applications despite reasonable security measures taken by the Provider;
• Damage to equipment connected to the server;

Potential misuse of passwords, confidential access codes, and, more generally, any sensitive information.

9.3. The Provider shall in no event be held liable for indirect damages, including, but not limited to, production losses, loss of profit, loss of customers or any other indirect or non-material damage suffered by the Beneficiary, except in cases of willful misconduct or gross negligence.

9.4. The Beneficiary shall inform the Provider, by registered letter with acknowledgment of receipt, within forty-eight (48) hours of any incident and/or accident that could give rise to the Provider’s liability.

10. Suspension of the assignment and termination of the contract

10.1. Breach by the Beneficiary: In the event of a breach by the Beneficiary of any of its obligations towards the Provider, and if such breach is not remedied within thirty (30) days following a formal notice (including via electronic means) to comply, the Provider reserves the right to: (i) suspend all or part of the Services, or (ii) terminate the Contract, in whole or in part, by simple notice sent by registered letter, without the need for prior judicial intervention.

Such suspension or termination shall not affect the Provider’s right to claim full compensation for the damages suffered as a result of the Beneficiary’s breach, including any costs incurred in the performance of the Assignment or any other rights of the Provider under contract or applicable law.

The Beneficiary acknowledges and accepts that any down payments or subscriptions already paid shall remain acquired by the Provider.

10.2. The Provider shall not be held liable for any consequences resulting from a suspension or termination duly notified in accordance with the above provisions.

10.3. Breach by the Provider: In the event of a breach by the Provider of any of its obligations directly related to the Services provided, the Beneficiary must notify the Provider in writing, specifying the nature of the breach. The Provider shall then have a period of thirty (30) calendar days from receipt of the notification to remedy the breach satisfactorily. Failing such remedy within the given timeframe, the Beneficiary may terminate the Contract, without prejudice to any amounts already due to the Provider.

11. Force majeure and hardship

11.1. Neither Party shall be held liable for the total or partial failure to fulfill its obligations if such failure results from circumstances beyond its control and deemed to constitute a force majeure event, provided that:

• The other Party is informed in writing as soon as the affected Party becomes aware of the occurrence of such an event; and
• The affected Party makes all reasonable efforts to prevent, avoid, overcome, or mitigate the effects of such an event.

Events that may be considered as force majeure, without limitation, include natural disasters, earthquakes, pandemics, wars, acts of terrorism, fires, general strikes, prolonged power outages, telecommunication blockages, or administrative or legislative decisions rendering performance impossible.

11.2. If the force majeure event continues for more than one (1) month from its occurrence, either Party may, by registered letter with acknowledgment of receipt, notify the other Party of its decision to terminate the Contract, without the other Party being entitled to claim any compensation as a result.

11.3. If, after the signature of the Contract, an unforeseeable change of circumstances occurs that makes the performance of the Contract excessively burdensome for one of the Parties, and that Party had not accepted the risk of such change, it may request a renegotiation of the Contract under new contractual terms.

The Party requesting the renegotiation shall, however, continue to perform its obligations under the original terms during the negotiation period.

If a dispute arises and/or no agreement is reached within a reasonable time, either Party may, by written notice sent by registered letter with acknowledgment of receipt, terminate the Contract with immediate effect from the date of receipt of said notice, without any compensation being due.

12. Competent Jurisdictions and Applicable Law

12.1. These General Terms and Conditions, the Special Conditions, and the Contract shall be governed by and interpreted in accordance with Belgian law.

12.2. Any dispute relating to the formation, performance, termination, or interpretation of the General Terms and Conditions, the Special Conditions where applicable, or the Contract shall fall under the exclusive jurisdiction of the French-speaking Business Court of Brussels.

Last update: 07/07/2025