Article 1

The company offers its customers various services with the following characteristics:

Potential and implementation studies

• Purpose: to determine the estimated turnover of a business that the client is planning to operate
• Outline of the study carried out by the company:
  • Site analysis
  • Analysis of the competition
  • Purchasing behaviour (implementation study)
  • Definition of the trading area
  • Turnover

Market research/geomarketing

• Purpose: to analyse the current and future customer base (for existing shops/businesses), in order to better understand them and therefore provide a better service.
• Outline of the study carried out by the company
  • Desk research
  • Analysis of the competition
  • Current and projected purchasing behaviour
  • Definition of the trading area and socio-demographic analysis
  • Estimated turnover
  • Recommendations

Commercial Site Permit (CSP) and Integrated Permit (IP) files

• Purpose: The competence for commercial establishments has been regionalised and follows the new decree of 5 February 2015 (Moniteur Belge 18 February 2015) and its entry into force on 1 June 2015 in Wallonia and Flanders. The former socio-economic permits are now integrated with the planning permits and environmental permits, where applicable, in the case of an application with a planning and environmental component, and are referred to as IPs (integrated permits). If the application only concerns the socio-economic aspect (planning and environmental permits not required or already obtained), the application is for a CIP (Commercial Implementation Permit).
• Outline of the study carried out by the company:
  • Description of the client’s business
  • Consumer protection:
    • Promoting commercial mix
    • Avoiding the risk of local supply disruption
  • Protection of the urban environment
    • Balance of urban functions
    • Integration in local development projects and in the dynamics of the urban model
  • Social policy
    • Employment density
    • Quality and sustainability of employment
  • Contribution to a more sustainable mobility
    • Sustainable mobility
    • Accessibility at no additional cost to the community
• Company services:
  • Preliminary meeting with the consultant, the client and our commercial implementation consultant (in the case of a project in a commercial complex)
  • LOGIC tool (decision support tool completed by GC)
  • Preparation of the file (drafting):
    • analysis based on the 4 legal criteria
    • socio-demographic and commercial analysis
    • impact statement
    • file summary
  • Presentation of the file to the competent authorities and introduction
  • Exercise of the possible recourse

Drawing up a master plan for the development of a network of sales outlets.

Article 2

The client entrusts the company with one or several missions, among those detailed above. This mission is specified on the order form.

Article 3: Deadlines

The company provides the client with the results of its studies within the following approximate deadlines, starting from the date of the actual order:

• Potential studies: 15 working days
• Implementation studies: 5 weeks
• IP/CIP files: 5 weeks minimum
• Market research: 3 months

The deadlines indicated above or on the order form are always given for information purposes only. The company can never be held liable for exceeding the above-mentioned deadlines.
In particular, deadlines may be extended due to an additional request from the client, a change in the request or for any other reason beyond the company’s control.

Article 4: Prices – Payment

4.1. The prices indicated on the order form are firm and final. They are always quoted exclusive of VAT and the VAT at the applicable rate must be applied.

4.2. The company may increase the price set out in the order form in the event of modification of the order by the client after its signature, as well as in the event of updating (updating of data) subsequently requested by the client.
Additional or ancillary work and other additional costs, such as printing of reports beyond the number of copies specified in the order form, translation costs, special presentation meetings, etc., will be invoiced in addition at an hourly rate of EUR 100 excluding VAT. This amount will be indexed on 1 January of each year.

4.3. To be valid, all orders require a 50% deposit. The balance is invoiced at the end of the mission.

4.4. In the event of a change in the initial order, the company may send the client monthly invoices for the services provided during the previous month.

4.5. In the case of CIP IP commercial implementation files, the prices indicated on the purchase order only concern the phase ending when the permit is obtained or refused. In the event of refusal by the competent authority, and in the event that an appeal proves necessary, the price indicated in the order form will be increased by twenty percent, for study and/or appeal costs, irrespective of the outcome of this appeal.

4.6. All invoices are due within eight days of receipt by the client.
Any sum not paid on the due date will be increased, as a penalty clause, by a fixed amount corresponding to 12% of the sums due, with a minimum of 150 EUR. In addition, it shall be subject to interest on arrears at the rate laid down in the law of 02.08.2002 on late payment in commercial transactions.

Article 5: Professional discretion

5.1. The company, its personnel and its subcontractors are bound by an absolute obligation of professional discretion. They shall refrain from making any use of information that could be prejudicial to the client provided by the latter or of which they become aware in the course of their mission. They are also responsible for any misappropriation of materials entrusted to them that could undermine the secrecy of the information and the proper conduct of the study.
The company is only released from its obligation of confidentiality if it is required to do so by a judicial or administrative authority or for the sole purpose of asserting its rights to the client.

5.2. The company undertakes to inform its client of the names of the subcontractors to whom it entrusts a significant part of the work to be carried out, specifying the nature and importance of this work. It guarantees their qualification.

5.3. As the company is a recognised professional in the studies referred to in article 1, it is possible that it is mandated by two different clients for similar location studies in a nearby area. In this or any other similar situation, the company must not use or disclose data collected from one client in a case in the context of another case for another client.

5.4. If products are entrusted to the company by the client, the latter is required to supply them in accordance with the laws and regulations in force and to provide all the necessary information on them and, in particular, on their mode of use and the conditions in which they must be transported or stored. In addition, the client undertakes to personally deal with any claims that the company may receive from users. In addition, it is the client’s responsibility to take all necessary measures to inform the company of the safety requirements of the products, to provide appropriate instructions for their use and to insure against all risks that their transport, storage or use may entail and against all related claims by the respondents or the company’s employees.

Article 6: Responsibilities

6.1. Within the context of the studies that it carries out, the company is required to inform the client of conclusions and elements relating in particular to the forecast turnover as well as other data having been the subject by the company of an evaluation (thus, by way of example and not limitative: the necessary surfaces, the trading area, the expected frequentation, etc.).

6.2. The client is fully aware that the studies and analyses carried out by the company, although carried out with all due care, do not constitute an exact science.
In particular, the figures given could be influenced by external data that emerged after the company had studied the file.

6.3. The client therefore expressly waives any recourse against the company in the event that the figures presented in the study carried out by the company, whatever they may be, differ from the actual figures obtained subsequently.

6.4. In socio-economic matters, the company assumes no responsibility for the decision taken, whether by the first instance decision body or after an appeal.

6.5. In general, the company is only liable for its own gross negligence and exclusively for the amounts actually received from the client.

Article 7: Intellectual property

7.1. Unless otherwise specified on the order form, the results and other documents provided are reserved for the exclusive use of the client company(ies) and, where applicable, their principals, to the exclusion of any other company, professional group, etc. Any distribution or reproduction, direct or indirect, full or partial, free of charge or against payment, on the client’s initiative, must be done with the company’s agreement. In addition, due to the ownership of the results by the client, the company shall not disclose or disseminate the results of the studies, particularly in the press, without the prior agreement of the client.
If the client entrusts all or part of these results to third parties for the purposes of its business, for example to its advertising agency, it guarantees that they will make the same commitment.

7.2. In the case of one-off studies carried out for a single client, the company will not resell the results without the client’s agreement. In the case of multi-client surveys, the company reserves the right to resell the results to third party companies or organisations, unless exclusivity or a specific agreement has been negotiated with the original clients.

7.3. The techniques, methods and materials used by the company for the studies and surveys do not become the property of the client under any circumstances.
The information media: questionnaires, tapes, video and computer media, as well as any document used during the survey remain the property of the company. In any case, the names and addresses of the respondents are processed in accordance with the legal provisions, in particular the law of 8 December 1992 on the protection of privacy.
The company reserves the right to destroy the above material two years after delivery of the study, unless special agreement is reached with the client.

7.4. The company is expressly authorised to mention the Client in its list of references, unless expressly requested otherwise. This agreement implies any mention of the name, use of logos, etc. of the client, on all media, including audio, video, paper, as well as on the Internet or any other electronic medium.

Article 8: Non-competition

The parties shall refrain from taking personal advantage of the know-how of the other party, of any related company and/or of the managers of the company or of the companies they manage, in particular by developing and/or promoting similar or competing activities, directly or indirectly, in their own name or in the name of a third party and in any capacity whatsoever.
This prohibition shall apply both during the performance of the contract and for a period of two years after its expiry.
It also entails a prohibition on hiring personnel belonging to the other party, or subcontractors of the other party, for the same period as that indicated above.

Article 9: Termination

9.1. In the event of non-performance by one of the contracting parties of its obligations within the period which will have been initially fixed by mutual agreement, the contract binding the two parties may be terminated automatically and without formality by the other party, one month after a formal notice by registered letter with acknowledgement of receipt has remained without effect.
In the event of total or partial cessation of activity by one of the parties, judicial settlement, liquidation of assets or judicial dissolution, the present contract shall be terminated automatically and without formality, subject to three months’ notice by registered letter with acknowledgement of receipt.

9.2. In the event that the client terminates the contract for any reason other than gross negligence on the part of the company, the client shall be liable for all sums due under the purchase order and any supplements thereto.

Article 10: General clauses

10.1 The parties undertake to perform this agreement in good faith and collaborate to ensure its proper and full execution

10.2. In the event that any provision of this agreement is or becomes invalid or unenforceable, the parties expressly agree that such invalidity shall not affect this agreement, which shall remain in full force and effect without such provision. The parties undertake however to negotiate and conclude, in good faith and in accordance with the true intention of the parties which prevailed at the time of the conclusion of this Agreement, one or several provisions intended to cover the invalidity established.

10.3. The parties acknowledge that this agreement constitutes the entire agreement between them and supersedes, cancels and takes precedence over any other prior undertaking or declaration of any kind, whether verbal or written, which they may have entered into or notified to each other, having the same or similar subject matter to that of this agreement. It applies to all the missions entrusted to the company to date or already in progress.

10.4. Any changes to this agreement will require a written agreement signed by all parties.

Article 11: Jurisdiction and applicable law

This contract is subject to Belgian law.
The Parties agree that any disagreement or dispute relating to this agreement or arising from its interpretation or application shall be submitted to mediation. For this purpose, the parties hereto undertake to participate in at least one mediation meeting by delegating a person with decision-making authority. The mediator (approved by the Federal Mediation Commission) will be chosen by the parties.
In the absence of an amicable agreement, as well as for any precautionary measure, any dispute arising from the performance or interpretation of the present agreement will be under the exclusive jurisdiction of the courts of the judicial district of Mons (Belgium).