Terms and conditions

1. General

1.1 Definitions

• “Provider”: the legal entity acting as Provider is SA Ikanbi, company number Be 0445.248.212.
• “Beneficiary”: any natural or legal person to whom the Service Provider provides services.
• The Provider and the Beneficiary are individually referred to as a “Party” and jointly as “the Parties”
• “Offer”: document by which technical and particular specifications for each assignment entrusted by the Beneficiary to the Service Provider are defined. All Offers are subject to these General Terms and Conditions.
• “Mission”: all the services provided by the Service Provider to the Customer as described in the Offer. Assignments are subject to these General Terms and Conditions.

1.2 Scope

The General Terms and Conditions govern the pre-contractual and contractual relationships between the Service Provider and the Beneficiary. Unless expressly agreed otherwise in writing, the Service Provider’s General Terms and Conditions take precedence over those of the Beneficiary.

In the event that an article or part of an article in the General Terms and Conditions or the Specific Terms and Conditions is declared null or unenforceable, this nullity will not affect the valid part of the clause, nor the other provisions of the General Terms and Conditions or the Specific Terms and Conditions.

The failure to enforce a clause in the General Terms and Conditions does not constitute a waiver of it, unless such a waiver is the result of an explicit, unambiguous written statement signed by the party waiving the clause. Similarly, the waiver of one right does not imply the waiver of any other rights that may arise from the General Terms and Conditions.

The Service Provider reserves the right to modify and update the General Terms and Conditions at any time on its website https://ikanbi.com/conditions-generales/ or www.telesecretariat.be/conditions-generales.

2. Obligations of the Service Provider

2.1. The Service Provider undertakes to carry out the Mission described in the Offer in accordance with industry standards, the provisions of the Contract, and applicable legislation.

2.2. The Service Provider’s obligation in the performance of the Mission is an obligation of means. Therefore, its liability cannot be invoked solely on the basis of the results achieved.

2.3. The Service Provider’s duty to provide advice within its area of technical expertise is limited to the scope of the Mission and excludes any other advice, notably of a legal, fiscal, or accounting nature.

2.4. The Service Provider reserves the right to interrupt certain equipment used in the performance of its Services (notably servers) in order to carry out maintenance aimed at optimizing the equipment (for example, a server or device necessary for better service quality). In this case, the Service Provider undertakes to inform the Beneficiary in writing at least 15 working days in advance and to restore the system as soon as possible.

3. Obligations of the Beneficiary

3.1. In general, the Beneficiary undertakes to strictly comply with its duty of cooperation towards the Service Provider. In particular, the Beneficiary agrees to:

• Provide the Service Provider with all necessary information for the execution of its Services, including technical information and user manuals related to access to the Beneficiary’s systems.
• Notify the Service Provider of any difficulties encountered during the execution of the mission that may impact contractual obligations, particularly with respect to deadlines, price, and the progress of the Mission.

3.2. The Beneficiary must carry out, on its own systems, excluding those of the Service Provider, any necessary backups of data, files, programs, documentation, and information of any kind generated during the use of the Service Provider’s infrastructure. It is also the Beneficiary’s responsibility to obtain all legal, regulatory, and/or administrative authorizations necessary for the Services.

4. Price and Payment

4.1. The Prices will be indicated in the Offer and include taxes, duties, and charges, excluding VAT.

4.2. The prices and rates for the Services are subject to the applicable indexation rules and follow the annual upward indexation of Joint Committee 200, as well as the evolution of structural, management, and IT infrastructure costs, including Cybersecurity. The prices mentioned in the Offer and the Contract are those applicable on the date of signing the Offer and the Contract, unless otherwise specified in the Offer and the Contract. For services provided from nearshore and offshore platforms, similar indexation will be applied for these countries based on the commonly recommended rules by the French Contact Centers Association SP2C, taking into account a weighting related to the evolution of four factors: the evolution of the minimum wage, the rent index, the evolution of management cost handling, and IT infrastructure.

4.3. Unless otherwise agreed in the Offer, all payments must be made within thirty (30) calendar days from the date of receipt of the invoice. Any unpaid invoice on the due date will automatically be increased, without formal notice, by a contractual interest rate of 12% per annum, as well as a fixed compensation of 10% of the invoice amount, with a minimum of €75.

5. Absence of Subordination Relationship

6. Intellectual Property

6.1. Each Party retains the exclusive ownership of its intellectual property rights, patents, know-how, methodologies, copyrights, models (drafting templates; matrices; standard models), and, more generally, any knowledge it possesses at the time the Offer is transmitted. The intellectual property rights related to the methodologies and know-how used and/or developed by a Party during the execution of the Services/Deliverables remain the property of that Party.

6.2. The Service Provider shall not be prevented from performing, for its own benefit or for the benefit of other Beneficiaries, services identical or similar to those provided in the context of the Mission.

7. Personal Data

7.1. It is reiterated that the Beneficiary is the sole Data Controller, to the exclusion of the Service Provider acting as a Data Processor, of the personal data it may process/hold. As such, the Beneficiary is solely responsible for complying with the obligations arising from the legislation regarding the protection of privacy in relation to the processing of personal data, particularly the Law of December 8, 1992, and from May 25, 2018, the General Data Protection Regulation (GDPR) (the “Applicable Legislation”).

7.2. The Beneficiary appoints the Service Provider as a Data Processor for the purpose of processing personal data to ensure the provision of the Services. The Service Provider has a Data Protection Officer responsible for ensuring compliance with the required standards, handling incidents, and can be contacted via email at: dpo@ikanbi.com 

7.3. Purpose Limitation: The Service Provider agrees to process the data as a Data Processor only for the purpose of providing the Services and solely based on documented instructions from the Beneficiary (the “Authorized Purpose”), unless otherwise required by European Union (EU) law or any EU Member State law applicable to the Beneficiary or the Service Provider. The Service Provider will inform the Beneficiary without delay if, in its opinion, an instruction constitutes or is likely to constitute a breach of the Personal Data Protection Law or any other provision of EU law or the law of EU Member States relating to the protection of personal data.

7.4. International Data Transfers: The Service Provider is prohibited from transferring the data (or authorizing the transfer of the data) outside the European Economic Area (EEA) unless the Service Provider (i) has obtained the prior written consent of the Beneficiary and (ii) has implemented appropriate measures to ensure that the data will be transferred in accordance with Applicable Law. The Beneficiary hereby consents to international transfers to members of the Service Provider’s group, specifically to Morocco and Albania, following the implementation of appropriate data transfer measures.

7.5. Processing Confidentiality: The Service Provider ensures that any person authorized to process the data (including the Service Provider’s personnel, agents, and subcontractors) (an “Authorized Person”) is subject to a strict confidentiality obligation and prohibits any unauthorized person from processing the data. The Service Provider ensures that any Authorized Person only processes the data in accordance with the Authorized Purpose.

7.6. Security: The Service Provider undertakes to implement appropriate technical and organizational measures to protect the data against (i) accidental or unlawful destruction, (ii) accidental loss, alteration, unauthorized disclosure, or access, and (iii) any other security breach (together, a “Security Incident”). These measures must include, as necessary, pseudonymization and encryption of personal data, measures to ensure the confidentiality, integrity, availability, and resilience of processing systems and services, measures to restore availability and access to personal data in a timely manner in the event of a physical or technical incident, and a procedure to regularly test, assess, and evaluate the effectiveness of the technical and organizational measures to ensure the security of processing.

7.7. Subcontracting: The Service Provider is prohibited from subcontracting all or part of the data processing to a subsequent processor (including but not limited to a consultant, agent, or professional advisor) without first obtaining the written consent of the Beneficiary. The Beneficiary hereby agrees to the use of subsequent processors that are part of the Service Provider’s group.

If the Beneficiary refuses to give consent for the appointment of a subsequent processor for reasonable data protection-related reasons, the Service Provider will not appoint the third-party processor, or the Beneficiary may choose to suspend or terminate this Agreement without penalty.

The Service Provider imposes on any subsequent processor the same obligations concerning personal data protection, confidentiality, and/or security as those imposed on it under this clause and any clause in this contract relating to confidentiality. In the event of a conflict between these clauses, the clause providing the highest level of protection, confidentiality, and/or security shall prevail. The Service Provider remains fully responsible to the Beneficiary in the event of non-compliance with this clause and/or any confidentiality-related clause of this agreement due to an act, error, or negligence of the subsequent processor.

7.8. Data Protection Impact Assessment: If the Beneficiary decides to conduct a mandatory Data Protection Impact Assessment, the Service Provider must provide the Beneficiary, to the extent possible and reasonable, with any assistance the Service Provider may need to conduct a data protection impact assessment and, if necessary, consult the competent data protection authority.

Additionally, if the Beneficiary believes or learns that the Data Processing it implements is likely to pose a high risk (as defined in applicable data protection law, relevant regulatory guides, and case law) to the rights and freedoms of the Data Subject, the Service Provider must inform the Beneficiary without delay.

7.9. Assistance and Data Subject Rights: The Service Provider will provide the Beneficiary with reasonable and prompt assistance (including through appropriate technical and organizational measures) to enable the Beneficiary to respond to: (i) any request from a Data Subject regarding the exercise of their rights under Applicable Data Protection Law (including the right to access, rectification, objection, erasure, and data portability, as applicable); and (ii) any other correspondence, inquiry, or complaint received from a Data Subject, a regulatory authority, or any other third party in relation to the processing of the data. If such a request, correspondence, inquiry, or complaint is made directly to the Service Provider, the Service Provider will promptly inform the Beneficiary without responding to it and provide all relevant details.

7.10. Security Incidents and Data Breach: Upon becoming aware of a Security Incident or data breach, the Service Provider must inform the Beneficiary within 48 hours and provide the Beneficiary with all the information and assistance that may be requested by the Beneficiary as soon as possible, so the Beneficiary can fulfill its legal obligations regarding notification of the data breach in accordance with applicable data protection law. This communication will be made via email from the dpo@ikanbi.com email address to the Data Protection Officer (DPO) designated by the Beneficiary. The Service Provider must take all necessary measures and actions to remedy or mitigate the effects of the Security Incident or data breach and will keep the Beneficiary informed of all developments related to the Security Incident or data breach.

7.11. Data Deletion or Return: Upon termination or expiration of this agreement, the Service Provider must (at the Beneficiary’s choice) either destroy or return to the Beneficiary all data (including all copies of the data) in its possession or under its control (including any data processed by a subsequent processor), unless EU law (or any EU Member State law) requires the retention of certain or all data, in which case the Service Provider must isolate and apply security measures to prevent further processing of the data (except to the extent required by such law).

7.12. Processing Record: The Service Provider undertakes to keep a record of all processing activities carried out on behalf of the Beneficiary in accordance with Applicable Data Protection Law.

7.13. Compliance Verification: The Service Provider authorizes the Beneficiary (or any designated third-party auditor) to verify the Service Provider’s compliance with these provisions and will make all necessary information, systems, and personnel available to the Beneficiary to enable the Beneficiary (or any third-party auditor) to conduct such verification. The Service Provider acknowledges that the Beneficiary (or any third-party auditor) may enter the premises for the purpose of conducting this verification, provided that the Beneficiary (1) gives reasonable prior notice to the Service Provider of its intention to conduct this verification, (2) conducts the verification during normal business hours, and (3) takes all reasonable measures to avoid disruption to the Service Provider’s operations. The Beneficiary will exercise its right to verification only once during a twelve (12) calendar month period, unless (i) required and instructed by a competent data protection authority or (ii) if the Beneficiary considers a new verification necessary due to a Security Incident experienced by the Service Provider.

7.14. The Beneficiary will indemnify and hold the Service Provider harmless for any damages resulting from the Beneficiary’s failure to comply with the obligations arising from applicable legislation.

7.15. The Beneficiary irrevocably guarantees the Service Provider against any third-party action against the Service Provider in the event of an alleged breach of applicable legislation.

7.16. When the Beneficiary provides the Service Provider with phone numbers of individuals to call, the Beneficiary agrees to comply with applicable law regarding commercial calls, ensuring that the instructions given cannot be considered as repeated, unsolicited solicitations or as commercial calls when such calls are marked as non-commercial.

7.17. The Beneficiary agrees to hold the Service Provider harmless from any damages, fines, costs, and expenses, including attorneys’ fees, incurred or assumed by the Service Provider, resulting from a claim made by a third party following a call made by the Service Provider on behalf of and at the request of the Beneficiary, where such a claim results from the Beneficiary’s breach of its contractual or legal obligations, particularly in violation of Chapters 1 and 4 of Title 4 of Book VI of the Code of Economic Law.

8. Confidentiality

8.1. During the execution of the Mission and after its completion, each Party shall refrain from any act or statement that could potentially harm the reputation or capabilities of the other, or from disparaging one another in any way within the business environment.

8.2. The Service Provider is strictly prohibited from using, directly or indirectly, reselling, giving, transferring, or disclosing customer databases, client addresses, or any other information collected directly or indirectly during the execution of the Missions for any purpose other than those set by the Beneficiary.

9. Liability

9.1. The Service Provider’s liability towards the Beneficiary is limited to direct damages caused to the latter and to a maximum amount corresponding to the annual price of the Mission during which the event/incident occurred, except in cases of fraud or gross negligence.

9.2. Given the characteristics of the multidirectional communication tools (notably the internet, email, etc.) implemented by the Service Provider in the context of the Mission, which the Beneficiary fully acknowledges, the Service Provider is exempt from any liability, except in cases of fraud or gross negligence, notably for:

• slowdowns or difficulties in remote access to the Beneficiary’s systems, particularly due to network congestion at certain times;
• failure to deliver emails or discussion forum posts;
• contamination of the Beneficiary’s data and/or software by viruses;
• malicious intrusions by third parties into the Beneficiary’s applications despite reasonable security measures taken by the Service Provider;
• damage that connected equipment may suffer when linked to the server;
• potential theft of passwords, confidential codes, and, more generally, any sensitive information.

9.3. The Service Provider shall in no case be held liable for loss of production, loss of profits, loss of clients, or any other indirect or intangible damages suffered by the Beneficiary, except in cases of fraud or gross negligence.

9.4. The Beneficiary must inform the Service Provider, by registered mail with acknowledgment of receipt, within forty-eight hours of any incident and/or accident that could involve the Service Provider’s liability, under penalty of forfeiture.

10. Suspension and Termination

10.1. If the Beneficiary fails to fully comply with any of its obligations towards the Service Provider, and does not remedy the situation within fifteen (15) days following the sending of a letter/email notifying the Beneficiary to comply with its obligations, the Service Provider has the right to suspend or terminate, in whole or in part, the contract by simple notification via registered letter, without the need for prior judicial intervention. In such a case, any deposits or subscriptions paid by the Beneficiary shall remain with the Service Provider. The suspension or termination measure taken by the Service Provider on this basis is made without prejudice to any other rights of the Service Provider arising from the agreements or the law, particularly with regard to compensation for its damages.

10.2. The Service Provider is not responsible for the consequences of a termination or suspension notified in accordance with the preceding provisions.

11. Force majeure and hardship

11.1. Neither Party shall be held liable for the non-performance of its obligations if such non-performance results from circumstances beyond its control and considered as force majeure, 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 that the Party makes all reasonable efforts to prevent, avoid, overcome, or mitigate the effects of such cause.

11.2. If the force majeure event lasts for more than 1 month, either Party may terminate the Mission by registered letter with acknowledgment of receipt, without the other Party being entitled to claim damages as a result. If the force majeure event becomes definitive, each Party may request the termination of the agreement without claiming damages as a result.

11.3. Explicitly, the following are considered as cases of force majeure, in addition to those typically recognized by the courts: strikes or social conflicts, blockages of means of transport or supply, earthquakes, fires, storms and floods, power outages, wars and riots, telecommunications blockages, and epidemics.

11.4. If an unforeseeable change in circumstances at the time of the contract’s conclusion renders the performance excessively onerous for one Party, who had not agreed to bear the risk, that Party may request a renegotiation of the contract’s terms from the other Party. The Party requesting the renegotiation is still required to fulfill its obligations under the original terms during the negotiations. The Beneficiary is deemed to have accepted the new terms proposed by the Service Provider if they do not respond within one month of being notified of the new contractual terms.

In the event of a dispute and/or if no agreement is reached within one month of the notification of the intention to renegotiate, each Party will have the right to terminate the contract with immediate effect and without damages.

12. Competent Jurisdictions and Applicable Law

12.1. Any dispute related to the conclusion, execution, termination, and interpretation of the General Terms and Conditions shall be subject to the exclusive jurisdiction of the French-speaking Business Court of Brussels. Any dispute relating to the General Terms and Conditions is exclusively governed by Belgian law.

Last updated: October 24, 2024