Last modified on 31/10/2023

Terms and conditions

1. General information

A. Scope of application

Caracal BV, whose registered office is at Rue Vanderkindere 542, 1180 Uccle, registered with the Crossroads Bank for Enterprises in Belgium under number 0770.832.571 (hereinafter referred to as “Caracal”, “we“, “us” or “our“).

These terms of service (hereinafter, the “Terms of Service”) constitute a legally binding agreement between Caracal and any legal or natural person wishing to subscribe to our Services (hereinafter, 2.) (hereinafter, the “Client“, “you“, “your” or “yours“) offered by Caracal to the Client. Therefore, the Terms of Service apply to all service offers that will be proposed and performed by Caracal for the Client.

Caracal and the Client may hereinafter be referred to together as the “Parties” or individually as a “Party“.

B. Acceptance

Before subscribing to our Services (below, 3.), we ask you to confirm that you have read and accepted these Terms of Service.

Acceptance occurs when you confirm receipt, by return e-mail, of our e-mail containing our offer of service and these Terms of Service. However, you are presumed to have accepted if you explicitly request that the Services be performed after you have received the service offer and the Terms of Service.

This acceptance is irrevocable and unconditional, and also extends to the appendices to these Terms of Service, including our Privacy Policy.

The Parties are exclusively bound by the provisions set out in these Terms of Service. These Terms of Service constitute the entire agreement between the parties and supersede and extinguish all other prior contracts or agreements between the parties, whether written or oral. These Terms of Service take precedence over any other general or specific terms and conditions issued by the Client. Except with Caracal’s prior written consent, the Client’s general or special terms and conditions are not enforceable against Caracal, regardless of when they may have been brought to Caracal’s attention.

C. Modification

We reserve the right to change these Terms of Service from time to time. If we do so, we will notify you by one of the following means:

  • alternatively, we will update the date on which the latest changes were made, which appears at the top of our Terms of Service, accessible via the dedicated tab at the bottom of each page of our website (the “Site”),
  • alternatively, we will actively inform you of any changes, for example by sending you an e-mail to the e-mail address you gave us when we contacted you or via our contact form on our Site.

Any changes made are effective immediately, unless otherwise stated. If you do not accept the change(s), you must stop using the Services. Continued use of the Services by the Client constitutes acceptance by the Client of such change(s).

D. Contact

If you have any questions, comments or complaints about these Terms of Service, please do not hesitate to contact us by e-mail at [email protected] or by post at the above address. We will do our best to reply as soon as possible.

2. Description of services

2.1. Caracal is a development and consulting company specialising in digital strategy and branding, the web and digital transformation. As such, Caracal offers in particular, and without this list being exhaustive, the following services (hereinafter the “Services”):

  • strategic branding, creative branding (art direction, creation of a visual and verbal identity, brand guide);
  • communication strategy and communication plan;
  • search engine optimisation (SEO – SEA) ;
  • management of communication on social networks (post templates, stories, editorial calendars);
  • direct marketing (direct mailing, direct mail, newsletters);
  • production of physical communication tools (packaging, printed advertising, advertising material, etc.)
  • the production of digital communication tools, including the creation of websites (landing pages, e-commerce, showcase sites, web portals, web applications, etc.), including design and hosting, and the production of audiovisual and photographic works;
  • IT development (software and web applications).

2.2. As part of the provision of the Services, Caracal may provide products, software or services that are not manufactured or produced by Caracal (the “Third Party Products”). In this case, the list of Third Party Products is provided to the Client by Caracal in the Offer (as defined below). .

3. Subscription to services

3.1. Subscription to Services

Subscription to the Services can be made by contacting Caracal by e-mail at [email protected] or by post at the postal address given above.

3.2. Service Offer

In all cases, an offer containing details of the Services offered by Caracal to the Client as well as the price of the Services and any specific terms and conditions (the “Offer”) will be sent to the Client by e-mail to the e-mail address that you provided when we contacted you. This Offer is valid for thirty (30) calendar days following its communication to the Client, unless expressly stated otherwise in the Offer. The subscription is effective and Caracal is bound by the Offer as soon as you confirm, by return e-mail, receipt of our e-mail containing the Offer and our Terms of Service.

3.3. Formation of the Contract

The Offer sent to the Client and these Terms of Service constitute the contract between the Parties (the “Contract”).

3.4. Modification of Services

In the event of a request by the Client to modify the Services during the performance of the Contract, Caracal will submit a new Offer including the modifications requested (as well as any changes resulting from these modifications, in particular with regard to price). Once accepted by the Client, the new Offer will replace the first Offer within the Contract.

3.5. Establishment of a Specification Sheet

The Client and Caracal may establish by mutual agreement a set of specifications including, but not limited to: the Client’s objectives, specific requirements, timetable, etc.

3.6. Deadlines in the Specification Sheet

The deadlines indicated in the specifications are strictly indicative and Caracal cannot be held liable for any delay whatsoever. Any delay in the performance of the Services will not give rise to any form of compensation, reduction in price, damages or cancellation of the assignment set out in the specifications.

4. Client obligations

4.1. Determining Needs

The Client is responsible for determining the initial scope of its needs in the Offer and for ensuring that the Services are suited to those needs.

4.2. Cooperation with Caracal

The Client shall co-operate with Caracal – and its sub-contractors (if any) – in the performance of the Services, including, without limitation, providing reasonable and timely access to the Client’s data, information, personnel, and, if applicable, premises. The Client is responsible for the performance of its employees and agents, the timeliness, accuracy, legality and completeness of all data and information to be processed and provided to Caracal. Caracal may use the information and data provided by the Client or third parties on behalf of the Client and rely on their accuracy, completeness and legality without further audit or verification requirements. Caracal’s performance of the Services is dependent upon the timely performance of the Client’s responsibilities under these Terms of Service. The Client is obliged to inform Caracal of any facts and circumstances that may be material in connection with the performance of the Services.

4.3. The Client is solely responsible, including without limitation:

  • to take all management decisions and perform all management functions;
  • to designate one or more persons with appropriate skills, knowledge and/or experience, preferably within the management (but without obligation), to oversee the Services provided by Caracal. In addition, for the Services relating to the creation of the Client’s website, the Client is required to designate, at the first working meeting, a contact person within the Client to whom Caracal will address all correspondence;
  • evaluate the adequacy and results of the Services, including all products and results identified in the Offer, to be provided to the Client by Caracal, in accordance with these Terms of Services (the “Deliverables”), in a timely and comprehensive manner;
  • accept responsibility for the results of Services ;
  • establish and maintain internal controls, including, without limitation, the monitoring of ongoing activities; and
  • comply with national and foreign laws and regulations applicable to the Client and its activities.

4.4. Compliance with Legislation and Regulations

The Client is responsible for complying with all applicable national and foreign laws and regulations in the field of data protection, including when the Client provides Caracal with personal data about its employees, customers or other third parties, even if such data originates from third parties or is provided to Caracal or made available to Caracal by third parties at the Client’s request.

5. Receipt of deliverables

5.1. Request for Correction

The Client has the right to request a correction of one or more Deliverables within thirty (30) business days after receipt thereof, where it proves non-conformity of the Deliverables with the Offer. Caracal will use commercially reasonable efforts to correct the Deliverables and provide the Client with a version of the Deliverables that complies with the Offer within a reasonable period of time. Such a request for correction does not release the Client from its obligations to pay Caracal’s invoices.

5.2. Final Acceptance

If the Client does not request corrections to the Deliverables within thirty (30) working days of receiving them, the Deliverables will be deemed to have been definitively accepted by the Client.

5.3. Delivery of Physical Objects

In the event that the Contract involves the delivery of physical objects as Deliverables, the delivery of such physical objects shall be deemed completed on the date they leave Caracal’s facilities or any place where they are made available for the Client to take delivery of them, whether they are taken over directly by the Client or by a carrier commissioned by the Client or Caracal at the Client’s request. From this date, the risks of loss or deterioration of the Deliverables, during transport for example, are borne by the Client.

5.4. Transfer of Ownership

Ownership of the Deliverables is not transferred to the Client until the agreed price has been paid in full. The Client undertakes to keep the Deliverables in good condition until the price has been paid in full. In the event of early termination at the Client’s expense, Caracal may demand the return of the Deliverables, without prejudice to Caracal’s right to claim compensation for the entire loss suffered.

6. Specific conditions for website design and production

6.1. Domain Name Registration

In the context of the creation of an Internet site, and at the Client’s request, Caracal will register, in its own name and on behalf of the Client, a domain name with the competent bodies, either directly or through a third party, in accordance with the Client’s instructions. Prior to communicating the domain name to be registered, the Client is obliged to carry out any useful prior art search in order to avoid any conflict with a third party holding a trademark or any other intellectual property right.

Caracal is not responsible for any refusal to register the domain name chosen by the Client. The domain name is reserved for the contractual period stipulated by each of the competent bodies and is renewable.
The Client indemnifies Caracal against any claim that may be made by a third party with respect to the domain name chosen by the Client. As Caracal is not in charge of any verification of prior rights, Caracal can in no way be held responsible for any infringement of the rights of third parties.

6.2. Use of Physical Supports

Caracal authorises the Client, on a non-exclusive basis, to use the physical media of the site in its object code and source code version as well as the documentation relating to the site within the framework of the Contract. These various physical media will be given to the Client during the provisional and final acceptance phases of the site. They will be made available to the Client in the form of a loan and will remain the exclusive property of Caracal. Neither the Client nor any third party is authorised to copy or use these physical media without the express agreement of Caracal.

6.3. Website Backup

The Client is solely responsible for the backup of its site, unless the Client has asked Caracal to take care of the hosting of the site and this Service is included in the Offer.

In the event that the site is hosted by a third party, it is expressly agreed that the Client will take all necessary steps to ensure that the third party host provides Caracal with direct access to the site’s storage data.

6.4. Hosting of Site Content

At the express request of the Client and provided that this Service is included in the Offer, Caracal will host the content of the Site in its own name and on behalf of the Client and is not obliged to provide its customers with identifiers and passwords.

6.5. Internet Connection

Unless otherwise agreed, the Client provides for his own Internet connection.

6.6. Content Responsibility

The Client is solely responsible for all information and content available on or transmitted via the disk space reserved for him, whether by himself or by his users.

6.7. Restrictions on Use of Server Space

The Client may not sublet or charge third parties for the use of space on Caracal’s server. The service provided by Caracal is strictly and restrictively intended for the hosting of the Client’s site only, to the exclusion of any other type of content. In addition, site hosting, as provided by Caracal, will be limited exclusively to hosting necessary for normal use of the site, which will be determined quantitatively in the specifications.

6.8. Third-Party Claims

In the event that the Client becomes aware of a claim made by a third party either in respect of an infringement of a right or in breach of a regulation, the Client must inform Caracal immediately, which may in this case interrupt the distribution of the links without this interruption giving rise to any right to compensation.

6.9. Reception and Acceptance Procedure

In the context of the creation of a website, the Parties may choose to derogate from Article 5 hereof by expressly mentioning it in the Offer in order to establish a two-stage acceptance procedure:

(a) Provisional acceptance: For a period of one (1) month, the site will be put online on a private area that is not accessible to the public, in order to allow the Client to make any relevant comments necessary to improve the site so that it complies with the specifications (if these have been drawn up). During this period, technical adaptations to bring the site into line with the specifications are included in the price of the Services. In the event of a malfunction, only errors that are not attributable to the Client and that have been notified to Caracal within fifteen (15) calendar days of discovery, will be corrected at no additional cost.

(b) Final acceptance: After a period of one (1) month from provisional acceptance, the site will be made public and any modification to the site, its source code, its content, its architecture or its design will be the subject of a separate contract, at the hourly rate in force at the time of the request.

6.10. Payment

Unless otherwise specified in the Offer, a deposit of forty (40) percent of the price (including costs and taxes) must be paid by the Client prior to commencement of the performance of the Services. If the Parties agree that acceptance of the Deliverables will be in two stages, in accordance with Article 6.9 hereof, a second payment of thirty (30) percent of the price (including costs and taxes) must be paid at the time of provisional acceptance. The balance must then be paid within eight (8) calendar days of provisional acceptance of the Deliverables.

7. Financial conditions

A. Prices and price changes

7.1. The Price of Services

The price of the Services is set out in the Offer

7.2. Amounts

Amounts are expressed in euros (€) and exclude charges and taxes (including VAT), except where expressly stated otherwise.

B.Terms of payment

7.3. Billing

Our Services are invoiced on a one-off basis, unless expressly stated otherwise in the Offer and for the rental charges relating to the hosting of the Client’s site, which are payable to Caracal on an annual basis. The method of invoicing is set out in the Offer.

7.4. Deposit

Unless otherwise stated in these Terms of Service or in the Offer, a deposit of thirty (30) percent of the price (including fees and taxes) must be paid by the Client prior to commencement of the Services. The balance must then be paid within eight (8) calendar days following provisional acceptance of the Deliverables.

7.5. Payment of Invoices

All invoices are payable by the Client by bank transfer from the date stated on the invoice or, failing this, within thirty (30) calendar days from the date of issue, unless otherwise stated in the Offer or agreed between the Client and Caracal. However, unless otherwise indicated in the Offer or agreed between the Client and Caracal, the amounts corresponding to the supply of Third Party Products are always payable in advance, at the time of acceptance of the Offer by the Client and their payment will condition the commencement of the performance of the Services by Caracal. These amounts will be invoiced separately.

7.6. Invoice Acceptance

Invoices sent by Caracal to the Client are deemed to be accepted and approved without reservation by the Client unless they are contested in a reasoned manner by the Client by registered mail within thirty (30) calendar days following the date of issue of the invoice.

C. Non-payment or late payment

7.7. Late Payment Interest

Amounts not paid within the stipulated period will be increased by default interest corresponding to the higher of the following rates: one per cent (1%) per month or the rate stipulated by the law of 2 August 2002 concerning late payment in commercial transactions. This interest will be accrued monthly, within the limits provided for by law.

7.8. Lump Sum Compensation

In addition, as a penalty clause, the Client will owe Caracal a fixed indemnity of a minimum amount of fifty euros (EUR 50.-) calculated as follows: ten percent (10%) of the unpaid amounts if they are less than four thousand euros (EUR 4,000.-), seven and a half percent (7.50%) if they are between four thousand euros and one hundred (EUR 4,000.01) and twelve thousand five hundred euros (EUR 12,500.-), two and a half percent (2.50%) if they are between twelve thousand euros and one hundred (EUR 12,500.01) and twelve thousand five hundred euros (EUR 12,500.-).000.01) and twelve thousand five hundred euros (EUR 12,500.-), two and a half per cent (2.50%) if they are between twelve thousand euros and one cent (EUR 12,500.01) and fifty thousand euros (EUR 50,000.00) and one and a half per cent (1.50%) from fifty thousand euros and one cent (EUR 50,000.01).

7.9. Partial Payment

In the event that the Client disputes part of an invoice and agrees to pay the undisputed part in full, Caracal’s acceptance of such partial payment shall in no way imply that Caracal waives its rights with respect to the balance of such invoice after partial payment.

7.10.Consequences of Non-Payment

In the event of total or partial non-payment of one or more invoices by the Client, all amounts due to Caracal shall become due and payable by operation of law and without prior notice, and Caracal may suspend or terminate all or part of the Services until all unpaid amounts have been paid in full, without prejudice to Caracal’s right to claim compensation for any loss suffered.

D. Price review

7.11. Price Adjustment

Caracal reserves the right to unilaterally adapt, without the consent of the Client being required, the price of the Services invoiced to the Client in the event that circumstances beyond the control of the Parties (such as, but not limited to, a variation in currency exchange rates or in the cost of materials, a shortage of raw materials, a change in labour laws, etc.) result in a variation of more than five (5) percent in the cost of the Services for Caracal.

7.12. Price of Third-Party Products

With respect to the price of Third Party Products, Caracal reserves the right to unilaterally adapt, without the consent of the Client being required, the price invoiced to the Client in the event that the increase in the prices actually paid by Caracal results in a variation of more than five (5) percent of the actual cost of the Third Party Products to Caracal.

8. Duration and termination

8.1. Conditions for Early Termination

Unless otherwise stipulated in the Offer, the Client may not terminate the Contract early. In the event of unlawful early termination by the Client, Caracal may retain all amounts paid by the Client and may immediately invoice the Client for the balance of the price of the Services and Deliverables as provided for in the Offer, without prejudice to Caracal’s right to claim compensation for all loss suffered, including reimbursement of costs incurred and compensation for profits lost by Caracal.

8.2. Termination as of Right

Without prejudice to the foregoing, the Contract may be terminated automatically in the following cases:

  • in the event of non-performance by one of the Parties of an obligation incumbent upon it under these Terms of Service. In this case, the other Party must give the defaulting Party formal notice, by registered letter with acknowledgement of receipt, to comply with its obligations. If the defaulting Party fails to comply with this formal notice within thirty (30) calendar days of receipt, the other Party may terminate the contract immediately to the exclusive detriment and grievance of the defaulting Party, without prejudice to the other Party’s right to claim damages;
  • in the event of the bankruptcy, dissolution, liquidation or cessation of activity for any reason other than financial of one of the Parties to the Contract, the other Party may terminate the Contract with immediate effect, ipso jure and without prior notice, by simple notification.

8.3. Post-Contract Freedom

At the end of the Contract, for any reason whatsoever, the Client is entirely free to continue the development, modification and/or hosting of the site on its own server or on that of a third party. Caracal undertakes not to hinder the transition from its server to that of the Client or of a third party and, at the Client’s request, to cooperate in facilitating the transition.

8.4. Continuity of Obligations

The Parties acknowledge and agree that their obligations under Articles 9, 10, 12, 13, 14 and 15 hereof shall continue to apply in the event of cancellation, termination or expiry of the Contract.

9. Non sollicitation

9.1. Prohibition of Poaching

The Client agrees not to hire any employee or consultant of Caracal without our prior written consent.

9.2. Duration of the Obligation

This obligation will remain in force throughout the period of subscription to the Services and for a period of two (2) years from the termination of the Contract.

9.3. Penalty in Case of Violation

In the event of a breach of the obligation set forth in this provision, Caracal reserves the right to claim a penalty from the Client equivalent to the gross remuneration of the employee or consultant who was hired during a period of three (3) months prior to the hiring. The gross remuneration taken into account is that paid by Caracal during the last twelve (12) months preceding the hiring. The amounts referred to in this paragraph are without prejudice to any other rights that Caracal may have, in particular to claim damages for the loss suffered.

10. Intellectual property

10.1. Rights of Caracal

Unless otherwise stated in the Offer, Caracal reserves all intellectual property rights to any creations made by Caracal, its employees or consultants in the performance of the Services and/or the production of the Deliverables.

10.2. License Granted to the Client

Unless otherwise stated in the Offer, Caracal grants to the Client – upon full payment of the price to Caracal – a perpetual, free, worldwide, non-exclusive and non-transferable licence to use Caracal’s intellectual property necessary for the exploitation of the Deliverables solely for the purposes for which the Deliverables were delivered to the Client.

10.3. Client’s Rights

All intellectual property rights and other proprietary rights in the material and data provided by the Client to Caracal for the performance of the Services shall remain the property of the Client. The Parties agree that Caracal shall have the right, for the duration of the Services, to use such intellectual property rights and other proprietary rights in the material and data provided by the Client. Notwithstanding the foregoing, the Parties may agree specific terms in the Offer regarding Caracal’s use of such materials and data.

10.4. Use of Third-Party Products

In the context of the use of Third Party Products subject to licences during the performance of the Contract, Caracal will transfer the necessary rights to the Client for the use of the Services and Deliverables.

11. Protection of personal data

11.1. Processing and Storage of Data

We process and store the personal data we collect under the Contract:

  • in compliance with the laws and regulations in force applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”) and the Belgian Law of 30 July 2018 on the protection of individuals with regard to the processing of personal data, and
  • in accordance with our Privacy Policy.

12. Confidentiality

12.1. Definition of Confidential Information

In the context of these Terms of Service, “Confidential Information” refers to all information of a technical, strategic, commercial or financial nature (non-exhaustive list), including all documents, exchanges of correspondence (including electronic correspondence), information, data, and more generally any other information provided by one Party (the “Disclosing Party”) to the other (the “Receiving Party”), in any manner and on any medium whatsoever, and which is marked confidential or which the Receiving Party may reasonably suspect to be communicated on a confidential basis.

12.2. Obligations of the Receiving Party

Without prejudice to any confidentiality agreement concluded between the Parties, the Receiving Party undertakes to :

  • to keep secret and confidential all Confidential Information transmitted directly or indirectly by the Disclosing Party, and to respect the rights of the Disclosing Party in this respect;
  • use such Confidential Information solely for the purposes of performing the Contract;
  • exercise, at the very least, the same degree of diligence with regard to Confidential Information communicated by the Disclosing Party as it would apply to the treatment of its own confidential information;
  • to disclose the Confidential Information only to its employees or consultants, and only on a reasonable need-to-know basis. Such employees and consultants shall be bound by confidentiality and non-use undertakings at least as restrictive as those referred to in this provision, and shall have been made aware of the strictly confidential nature of the Confidential Information provided or made available by the Disclosing Party;
  • put in place appropriate procedures to ensure the protection of Confidential Information;

12.3. Exceptions to Confidentiality Obligations

The obligations set out in this section do not apply to Confidential Information which the Receiving Party can reasonably prove, in writing, is :

  • were in its possession and at its free disposal, before they were communicated to it by the Disclosing Party; or
  • were disclosed to it by a third party acting in good faith and who was not bound, directly or indirectly, by an obligation of confidentiality towards the Disclosing Party; or
  • were or have become generally available to the public, but not in respect of any breach by the Receiving Party of its obligations under this Section ;
  • must be disclosed to the courts of any competent jurisdiction or administration, or in accordance with other legal requirements, provided that the Receiving Party informs the Disclosing Party in advance in order to assess the need for and method of producing the required information.

13. Use of the parties’ names and trademarks

13.1. Neither Party shall use the name, trademarks, logos, trade names and/or trade dress of the other Party without the prior written consent of the Party concerned, except that Caracal may use the Client’s name and the performance of the Services in marketing and advertising materials and on its Site as an indication of its experience.

14. Warranties and limitation of liability

14.1. Quality Commitment

Caracal undertakes to provide quality Services to the Client. However, Caracal does not guarantee that the Services will meet the Client’s specific needs. All of Caracal’s obligations are deemed to be best efforts obligations.

14.2. Third-Party Products

Where the Offer contains an obligation to supply Third Party Products to the Client, Caracal does not offer any guarantee to the Client in respect of the Third Party Products. Furthermore, Caracal shall not be liable for the proper functioning of such Third Party Products. The supplier of the Third Party Products remains solely responsible and the supplier’s warranties apply directly to the Client.

14.3. Client’s Liability

The Client warrants that it has the legal capacity to bind itself in accordance with the terms of the Contract and is responsible for compliance with the provisions of the Contract. Without prejudice to the foregoing, the Client shall in particular ensure that its use of the Services, the Deliverables and any data transmitted to Caracal under the Contract comply with all applicable laws and regulations, including but not limited to all applicable privacy laws and regulations. In particular, the Client warrants that the transmission, collection, use or dissemination of data does not infringe the intellectual property rights or the image and/or privacy rights of any third party. The Client agrees to indemnify Caracal for any damages and expenses, including attorneys’ fees and court costs, incurred in connection with any claim or action for liability made by a third party due to or in connection with (a) any information the Client submits, displays or transmits via the Services, (b) Client’s use of the Services or Caracal Deliverables, (c) Client’s breach of the Terms of Service, or (d) Client’s infringement of any third party’s rights, including intellectual property rights or trade secrets.

14.4. Internet Limitations

Furthermore, due to the characteristics and limits of the Internet, which the Client declares to be fully aware of, Caracal cannot be held liable for, in particular:

  • difficulties in accessing the hosted site due to network saturation at certain times;
  • virus contamination of the Client’s data and/or software, the protection of which is the Client’s responsibility;
  • malicious intrusion by third parties on the Client’s site, despite the reasonable security measures put in place;
  • damage to equipment connected to the server, which is the sole responsibility of the Client;
  • any misappropriation of passwords, confidential codes and, more generally, any information of a sensitive nature for the Client.

14.5. Indirect Damages

Caracal shall not be liable for any indirect, contingent, immaterial or unproven consequential or incidental damages, including, without limitation, commercial loss, lost profits or loss of reputation arising out of or in connection with the breach of any of the provisions of these Terms of Service.

14.6. Claim Deadline

Regardless of the cause of action, no liability action may be brought by the Client against Caracal more than two months after the cause of action has been or should have been identified. Caracal’s liability for breach of its obligations under the Conditions is in any event limited to the amounts actually paid by the Client under the Contract.

14.7. Exceptions to Liability Limitation

However, nothing in these Terms of Service shall exclude or limit in any way either Party’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent that it cannot be conventionally excluded or limited.

15. Indemnification

15.1. The Client agrees, to the fullest extent permitted by applicable law, to indemnify, hold harmless and defend Caracal from and against any and all claims, losses, costs, liabilities or damages relating to or arising out of the breach of any of the provisions of these Terms of Service, the Client’s use of the Services and Deliverables and, more generally, the breach of any laws and regulations that may apply as a result of the application of these Terms of Service.

16. Force majeure

16.1. Definition and Non-Responsibility

Neither Party shall be held liable or be deemed to have failed to perform its obligations under the Contract in the event that a delay or failure in the performance of the rights and obligations set out in the Contract is attributable to circumstances beyond the control of the Parties and disrupting the normal course of business, including, but not limited to, an order issued by the authorities, mobilisation, war, an epidemic or pandemic, a lock-out, a strike, a demonstration, technical faults in the transmission of communications, a failure at the host, a flood, an explosion, a change in global economic circumstances, an act of vandalism, or exceptional meteorological circumstances, without the Party invoking this having to demonstrate the unforeseeable nature of these circumstances (hereinafter, “Force Majeure“).

16.2. Notification and Management of Force Majeure

The Party claiming Force Majeure shall inform the other Party in writing without delay, and shall take all reasonable steps to overcome the temporary situation resulting from the Force Majeure.

16.3. Suspension or Termination of the Contract

In this case, either Party may suspend the performance of its rights and obligations under the Contract for the time required to overcome this temporary situation, or terminate the Contract if the Force Majeure situation persists for more than sixty (60) calendar days, without any compensation being due.

17. Assignment

17.1. Caracal reserves the right to assign, delegate or transfer the Agreement and the rights and obligations under these Terms of Service to any individual, entity or company. You may not assign, delegate or transfer all or any part of the Agreement or the rights or obligations under these Terms of Service to any third party in any manner whatsoever without Caracal’s prior written consent.

18. Miscellaneous

18.1. The Contract, together with any legal documents supplementing it, in particular its appendices and the Privacy Policy, constitute the entire agreement between Caracal and the Client concerning the subject matter hereof and supersede all prior agreements between the Parties concerning the Services.

18.2. These Terms of Service may be supplemented by additional terms specific to the Offers. In this case, these conditions will form an integral part of the Contract.

18.3. Caracal’s failure to rely on or to take any action against the Client in the event of a breach of any of the provisions of these Terms of Service shall not be deemed a waiver of its right to rely on or to take any legal action in the event of a subsequent breach of such provisions by the Client.

18.4. The invalidity of any provision contained in the various articles of these Terms of Service shall in no way affect the binding nature of the other provisions of our Terms of Service. The Parties agree that provisions deemed invalid and/or unenforceable by a competent judicial or administrative authority shall be replaced by provisions that are as close as possible to the provisions deemed invalid and/or unenforceable and of equivalent economic effect.

18.5. In the event of any conflict between the provisions of these Terms of Services and any Offer attached thereto, the provisions set out in the Offer shall prevail.

18.6. In the event of any inconsistency or dispute regarding the interpretation of any term or provision contained in any translation (in one or more languages) of these Terms of Service, the French version of the Terms of Service shall prevail.

18.7. The Parties expressly declare that they will at all times act independently of each other. This Contract shall not create between Caracal and the Client any subsidiary or joint venture, nor any relationship of subordination or representation (mandate, agency, commission, etc.). Consequently, each of the Parties shall ensure that there is no confusion as to its status.

19. Applicable law and jurisdiction

19.1. These Terms of Service shall be exclusively governed by and construed in accordance with Belgian law, without regard to conflict of law rules.

19.2. Any dispute relating to these Terms of Service, in particular concerning their validity, interpretation or performance, and more generally, any dispute between the Parties, shall be subject to the exclusive jurisdiction of the courts of Brussels, unless mandatory legal provisions provide otherwise.