General Terms and Conditions of Service

Article 1 – Identity of the Service Provider

These General Terms and Conditions of Service (hereinafter the « GTC ») govern all contractual relations between :

Cortex Facility S.R.L., trading in particular under the commercial name « Cortex Clean » for its professional cleaning activities
Company number : BE 1004.289.005
Registered office : Chaussée Romaine 464/2, 1853 Strombeek-Bever, Belgium
E-mail : contact@cortexfacility.com | Website : www.cortexclean.be
(hereinafter the « Provider »)

and any professional or private client (hereinafter the « Client »).

These GTC apply to all offers, quotes, purchase orders, contracts and services provided by the Provider, whether concluded under the corporate name Cortex Facility or the trade name Cortex Clean, both designations referring to one and the same legal entity. Unless otherwise agreed in writing by both parties, the Client's general terms and conditions are expressly excluded.

Should one or more clauses of these GTC be declared null or unenforceable, the remaining clauses shall remain in full force and effect.

Article 2 – Purpose and Scope of Services

The Provider supplies Facility Management and multiservice offerings including, without limitation :

Cleaning & Hygiene (Cortex Clean)

Professional cleaning of offices and commercial spaces
Industrial cleaning and construction site cleaning
Window and façade cleaning
Residential cleaning and common areas
Cleaning of retail premises, the hospitality sector and the medical sector
Emergency response and post-disaster restoration
Carpet, rug and technical floor cleaning
Disinfection and sanitation

Maintenance & Building

Preventive and corrective technical building maintenance
Minor repair, replacement and installation works
Technical site management

Interior Renovation

Interior and exterior painting works
Plumbing works (replacement of fittings, traps, water heaters, etc.)
Electrical works (replacement of sockets, switches, light fixtures, distribution boards, etc.)
Flooring installation (tiling, parquet, vinyl)
Joinery, plastering and false ceiling works
Bathroom and kitchen renovation

Green Spaces & Outdoor Areas

Green space maintenance, mowing, pruning, weeding
Cleaning of car parks, roadways and outdoor areas

Logistics & Miscellaneous Services

Light handling and removals
Supply of consumables (cleaning products, hygiene supplies)
Concierge and reception services
Waste management and selective sorting

The precise description of services, their terms of execution and their prices are set out in the quote or specific contract signed between the parties, whether issued under the name Cortex Facility or Cortex Clean.

Article 3 – Formation of the Contract

Offers and quotes issued by the Provider are valid for thirty (30) calendar days from their date of issue, unless expressly stated otherwise.

The contract is formed upon the occurrence of the first of the following events : (i) signature of the quote or contract by the Client, (ii) written confirmation of the order, or (iii) commencement of performance of the services with the Client's agreement.

Any subsequent change to the services must be the subject of a written amendment signed by both parties. The Provider reserves the right to refuse any order without having to justify its reasons.

If the information provided by the Client proves incomplete or inaccurate, the Provider may amend the quote before or after acceptance. Should the Client refuse to accept the amended quote, the Provider may cancel the order without compensation.

Article 4 – Contract Term

Unless otherwise stipulated in the specific terms, contracts are concluded for an initial term of twelve (12) months from the first day of the first service provided.

Upon expiry, the contract is tacitly and automatically renewed for successive one (1) year periods, unless terminated by registered letter with acknowledgement of receipt at least three (3) months before the contract's anniversary date.

In the absence of a formalised contract, and after three (3) months of continuous use of the Provider's services, the Client is deemed to have accepted these GTC as part of an open-ended contract.

Upon expiry of the contract, the Client must communicate to the Provider, by registered letter and at least thirty (30) calendar days before the term, the full details of the company taking over the services, in accordance with the Collective Labour Agreement of 12 May 2003 on the transfer of staff. Failing this, the dismissal costs of the affected staff shall be borne entirely by the Client.

Article 5 – Quotes, Rates and Adjustments

Quotes are drawn up on the basis of the information provided by the Client, any prior site visit, and the conditions existing at the time of the offer. Should the actual conditions differ from those communicated, the Provider reserves the right to adjust the prices or the scope of services, after written notice to the Client.

Any additional service not included in the initial quote will be invoiced separately according to the Provider's current rates.

Article 6 – Scheduling and Organisation of Services

The Provider freely organises its teams, technical resources and schedules. It may unilaterally amend scheduling, in particular in the event of staff absence, technical constraints, adverse weather conditions or any other operational necessity, without this constituting a breach of contract.

Any schedule change requested by the Client must be notified in writing to the Provider at least three (3) working days in advance. Failing this, the planned services may be invoiced in full, together with any additional costs incurred.

Communicated intervention times are indicative. No reasonable delay may give rise to compensation except in the event of proven gross negligence by the Provider.

The minimum billable service is one (1) hour, which may be spread across several consecutive sites, understood as being no more than ten (10) minutes' walk apart.

Article 7 – Site Access and Client Obligations

The Client undertakes to :

Guarantee free and secure access to the intervention sites at the agreed times ;
Provide the infrastructure necessary for the performance of the services (water, electricity, access to the premises) ;
Ensure that the premises and equipment comply with applicable safety and hygiene standards ;
Communicate all relevant information on site-specific risks ;
Take all preventive measures to avoid damage to sensitive equipment ;
Obtain, at its own expense, all administrative authorisations required for the performance of the works or services ;
Refrain from giving direct instructions to the Provider's staff or exercising any hierarchical or disciplinary authority over them.

Any unnecessary travel, imposed waiting time or inability to access the premises attributable to the Client may be invoiced according to current rates. The Provider shall not be held liable for delays or inability to perform resulting from the Client's failure to meet its access or information obligations.

Article 8 – Prices

Prices are expressed in euros exclusive of VAT, unless stated otherwise. The applicable VAT rate is that in force at the time of invoicing. Prices include staff wages and social contributions, training costs, equipment, consumables required for the performance of the services, and standard administrative costs.

Certain supplies or services remain the exclusive responsibility of the Client, in particular waste collection and disposal and the supply of sanitary consumables, unless otherwise expressly agreed in the contract.

Article 9 – Indexation and Price Revision

Prices are established on the basis of the economic, social and legislative parameters in force on the date of signature. The Provider reserves the right to revise its rates in the event of :

Sectoral wage indexation or amendment of collective labour agreements ;
An increase in the cost of raw materials, products or energy ;
Changes in social, tax or environmental legislation ;
Any other justified economic circumstance.

The Provider may apply an automatic annual price revision. Any revision is notified to the Client in writing at least thirty (30) days before it takes effect. In the event of disagreement by the Client, either party may terminate the contract subject to three (3) months' notice.

In the event of exceptional and unforeseeable circumstances rendering performance of the contract excessively onerous (hardship), the parties undertake to renegotiate the contractual terms in good faith within a reasonable period. Failing agreement, the Provider may terminate the contract by registered letter subject to three (3) months' notice, with no compensation owed to the Client.

Article 10 – Invoicing

Services are invoiced according to the terms set out in the specific contract. Unless otherwise stipulated, invoices are issued monthly and payable within thirty (30) calendar days of the invoice date.

Invoices are deemed accepted if no reasoned written objection is raised within fifteen (15) calendar days of receipt, by registered letter or by e-mail to contact@cortexfacility.com.

Payments are applied as a priority to the oldest outstanding debts, interest included.

Article 11 – Late Payment

Any invoice unpaid at maturity automatically and by operation of law, without prior formal notice, gives rise to :

Late payment interest calculated in accordance with the law of 2 August 2002 on combating late payment in commercial transactions ;
A fixed indemnity of ten percent (10%) of the unpaid amount (with a minimum of one hundred (100) euros) ;
The immediate payability of all outstanding invoices, regardless of any payment terms granted.

In the event of non-payment, the Provider is entitled to immediately suspend performance of all its services, without notice or compensation, while retaining all of its recovery rights.

All recovery costs, including lawyers' fees and bailiff's costs, are borne entirely by the Client.

The Provider reserves the right to request at any time a bank guarantee or any other security to cover the Client's payment obligations. As long as such guarantee has not been provided, the Provider may suspend performance of the contract.

Article 12 – Obligation of Means

The Provider is bound by an obligation of means, not of result. It undertakes to deploy all reasonable human, technical and material resources to deliver the services in accordance with best practice and the professional standards applicable to each field of intervention.

Article 13 – Liability

The Provider's liability is strictly limited to direct, material and proven damage resulting from a proven serious fault committed in the performance of the services. This liability is in any event capped at the amount, exclusive of VAT, of the invoice relating to the services concerned.

Expressly excluded from the Provider's liability are :

Indirect, non-material, consequential or economic damage (loss of operation, loss of turnover, loss of clientele, etc.) ;
Damage resulting from a failure by the Client to meet its obligations (access, information, security, authorisation) ;
Damage caused by products, materials or methods imposed by the Client ;
Damage linked to pre-existing defects in premises, installations or equipment ;
Damage resulting from force majeure or an unforeseeable external event.

Article 14 – Insurance

The Provider takes out and maintains professional civil liability insurance covering bodily, material and non-material damage that may result from the performance of its activities. The Client may request proof thereof at any time.

The Client is responsible for the insurance cover of the surfaces, equipment and property belonging to it or under its management.

Article 15 – Staff and Hierarchical Authority

The Provider's staff work exclusively under the authority, direction and supervision of the Provider. The Client may under no circumstances exercise any hierarchical, disciplinary or managerial authority over this staff, including with respect to bonus payments, the imposition of additional tasks or any other form of instruction relating to the organisation of work.

Compliance with the site's safety instructions and with instructions relating to the contract does not constitute an exercise of authority by the Client.

Should the Client engage its own employees or representatives to work alongside the Provider, they remain exclusively under the authority and responsibility of the Client.

Article 16 – Prohibition on Solicitation of Staff

The Client formally undertakes not to hire, directly or indirectly, in any form whatsoever, any member of the Provider's staff with whom it has been in contact in the course of the performance of the contract, and this :

For the entire duration of the contract ;
For a period of twelve (12) months following termination of the contract or from the date on which the staff member concerned left the Provider.

In the event of breach of this clause, the Client shall owe the Provider a fixed, non-negotiable indemnity equal to six (6) months' gross salary of the staff member concerned, without prejudice to any other recourse.

Article 17 – Force Majeure

Neither party may be held liable for the partial or total non-performance of its contractual obligations where such non-performance results from an event of force majeure within the meaning of Belgian law, including in particular : war, terrorist acts, general interprofessional strikes, natural disasters, pandemics, unforeseeable administrative or governmental decisions, major power outages or interruptions to communication networks.

The affected party must notify the other party in writing as soon as possible. Contractual obligations are suspended for the duration of the event. Should the force majeure event persist beyond sixty (60) days, either party may terminate the contract without compensation, by registered letter.

Article 18 – Hardship

Should performance of the contract become excessively onerous for the Provider due to unforeseeable events, beyond its control and not taken into account when the contract was concluded (regulatory change, significant increase in production costs, major economic crisis, etc.), the parties undertake to renegotiate the contractual terms in good faith within a reasonable period.

Failing agreement within that period, the Provider may terminate the contract by registered letter with acknowledgement of receipt, subject to three (3) months' notice, with no compensation owed to the Client on this account.

Article 19 – Termination

Aside from termination at the annual expiry date provided for in Article 4, either party may terminate the contract in the event of a serious breach by the other party of its contractual obligations, after formal notice has remained without effect for fifteen (15) working days.

In the event of early termination due to the Client's sole fault (non-payment, serious breach of contractual obligations, repeated refusal of access, etc.), the Client undertakes to indemnify the Provider for the entirety of the damage suffered, including in particular loss of operation, staff costs, investments made and non-recoverable fixed costs.

The Provider may also immediately terminate or suspend the contract in the event of force majeure or serious unforeseen circumstances hindering the performance of its obligations, with no compensation owed to the Client.

Article 20 – Confidentiality

Each party undertakes to treat as strictly confidential all information, data, documents, access codes and know-how communicated by the other party in the course of the performance of the contract. This confidentiality undertaking applies for the entire duration of the contract and for a period of two (2) years after its termination, regardless of the cause of termination.

Upon termination of the contract, each party shall return to the other, upon request and without delay, all confidential documents and information held.

Article 21 – Personal Data Protection (GDPR)

The parties undertake to comply with the General Data Protection Regulation (GDPR – EU 2016/679) and applicable Belgian legislation on the protection of personal data.

The Provider collects only the data strictly necessary for the performance of the contract (name, address, contact details, payment data). This data is not transferred to third parties without a legal basis and is stored exclusively within the European Union.

Any data subject may exercise their rights of access, rectification, erasure, restriction or portability by contacting the Provider at contact@cortexfacility.com, or by contacting the Belgian Data Protection Authority (www.autoriteprotectiondonnees.be).

Article 22 – Intellectual Property

All methods, tools, processes, software, documentation and know-how developed or used by the Provider in the course of performing the services, as well as the Cortex Facility and Cortex Clean trademarks, trade names, logos and visual identities, remain its exclusive intellectual property. The Client may not reproduce, copy, adapt, distribute or exploit them without the Provider's prior written authorisation.

Article 23 – Ownership of Equipment

The equipment, tools and consumables brought by the Provider to the intervention site remain, under all circumstances, the exclusive property of the Provider. The Client shall not use them for other purposes, sell them, pledge them or encumber them with any charge. The Client must immediately inform the Provider of any threat to this property and allow the Provider to recover it at any time.

Article 24 – Complaints

Any complaint relating to the performance of a service must be made in writing (registered letter or e-mail to contact@cortexfacility.com) within forty-eight (48) hours of completion of the service concerned. After this period, the service is deemed fully accepted and no further complaint may be considered.

Any complaint must be accompanied by sufficient evidence (photos, reports, records, etc.) to be processed.

Article 25 – Applicable Law and Competent Jurisdiction

These General Terms and Conditions of Service are governed exclusively by Belgian law, to the exclusion of any other legal system.

Any dispute relating to their interpretation, validity, performance or termination shall be submitted to the exclusive jurisdiction of the Courts of Brussels, Belgium, unless mandatory legal provisions state otherwise.

Cortex Facility S.R.L. (trade name: Cortex Clean) – BE 1004.289.005 – Chaussée Romaine 464/2, 1853 Strombeek-Bever
contact@cortexfacility.com | www.cortexclean.be