Rental Agreement
Between
Provider
Company name: Management Tools Company
Legal form: SPRL
Registered office address: Rue Léopold de Hulster 114
City: 5002 Saint-Servais
VAT number: BE0819.046.224
Phone number: +32(0)83/63.31.13
Represented by: Christophe Delizée
Title: Managing Director
Hereinafter referred to as the "Provider"
Client
Company name:
Legal form:
Registered office address:
City:
VAT number:
Phone number:
Fax number:
Represented by:
Role: Executive – Director
Hereinafter referred to as the "Client"
THE PARTIES HAVE AGREED AS FOLLOWS:
Article 1. General Provisions
1.1. Purpose of the agreement
This agreement covers the provision and maintenance of the T-REPORT software and mobile application. This agreement also covers the provision of the web service enabling communication between the two entities of the application.
1.1. Term of the agreement
The T-REPORT software lease begins for each party upon its initial installation and is mandatory for a minimum duration of 3 years from the date of installation.
This agreement shall be automatically renewed upon its expiration.
This agreement is valid for signature by both parties upon receipt of the first lease invoice payment.
1.2. Fees
The monthly fee is calculated based on the number of the company's workers, subcontracted workers, and individual information declarations. It will be adjusted once a year based on the workers scheduled by the Client. It will be adjusted monthly based on the subcontracted workers declared via the application. The lease is calculated over a 365-day period, divided into 12 months for the monthly invoiced amount.
Based on the current configuration, it amounts to €0.00 excluding VAT per month.
The fee is invoiced monthly or quarterly and is payable in advance. The monthly fee will be adjusted annually based on the consumer price index for the month of December.
1.3. Termination
The lease may be terminated as of right by either party subject to six months' notice sent by registered letter.
This agreement shall terminate automatically, without notice or compensation, in favor of the Provider upon the occurrence of the following events:
Bankruptcy, filing for amicable or judicial settlement, or any similar situation revealing a state of cessation of payments (2 unpaid quarterly maintenance invoices)
Fraud enabling the copying of our software.
Interruption: the right to interrupt the agreement is possible if the software remains non-functional for more than 3 days, in accordance with Article 2. This interruption shall be signified by the refusal of the lease invoice.
Early termination: In the event of a malfunction identified as permanent, an immediate termination may be carried out by mutual agreement between the parties.
You are free to dispute my invoice in due course.
In the event of late payment of any invoice, the Provider reserves the right to suspend its services until all overdue invoices have been paid in full.
Article 2. Software maintenance
Maintenance work is performed by the Provider at its own premises. Bug fixes and new versions will be made available and deployed; the Client may download them via the T-Report software. Maintenance does not under any circumstances cover travel to the Client's site or on-site intervention.
In the event of an anomaly being identified and reported to MTC, MTC's intervention is required within the following timeframes:
Outside of scheduled hours, specific support is organized to handle emergency cases (Check-in and payroll).
The response time and resolution time begin from the moment the incident was first reported.
Incident LevelResponse TimeMax Resolution TimeLevel 130 minutes4 hoursLevel 22 hours12 hoursLevel 38 hours3 days
Once the anomaly has been corrected, MTC will provide a report indicating the cause and detailing the corrections made, within a maximum of forty-eight (48) hours from the resolution of the incident.
2.1. Content
Maintenance consists of the Provider supplying the following services to the Client:
Correction of anomalies found in the software, provision of software updates, and support for using the software as described below.
2.2. Correction of anomalies
The Client shall immediately notify the Provider of any anomaly discovered, providing documentation (description of circumstances and effects). When the correction of the anomaly is urgent—that is, when the anomaly prevents the use of a software function essential to its operation for actual work—the Client shall explicitly inform the Provider in writing of the urgent nature of the correction. In such a situation, the Provider will intervene as a matter of urgency.
The Provider undertakes to use all means at its disposal and reasonably justified to correct any anomaly. Based on the information provided by the Client, the Provider will perform a diagnosis and choose the most appropriate method from the following measures to correct an anomaly:
The Provider will endeavor to resolve the issue remotely by providing the Client with information on the procedures to follow.
The Provider will provide the Client with a new version of the software or the relevant part, containing the correction for the anomaly.
If correcting the anomaly as described above requires too much time, the Provider will provide the Client with a temporary solution (a temporary fix or a workaround to avoid the anomaly, or any reasonable alternative developed in consultation with the Client).
At the Provider's request, the Client shall provide reasonable assistance free of charge for the diagnosis, duplication, and/or correction of the anomaly.
Despite the technological complexity of software in general and the countless possibilities and combinations of its use, the Provider will strive to ensure the continuous operation of the software. However, the Provider cannot guarantee that the operation of the software will be uninterrupted or error-free.
The Provider's maintenance obligations do not cover the following cases:
Incorrect use of the software, particularly due to a lack of training.
Modification of the software by persons other than those delegated by the Provider, except at the request and according to the instructions of the Provider.
Disruption of the proper functioning of the software caused by other products whose use in combination with the software is not confirmed by the Provider, or caused by the faulty operation of products other than the software.
When the anomaly cannot be reproduced on the Provider's installation or on the installation where the anomaly was observed.
Any issue with an older version of the software when, despite the Provider's written request, the Client has refused to use a more recent version made available to them.
If, during the performance of maintenance, the Provider discovers the occurrence of one or more of the cases specified above, or if services not covered by its maintenance obligations are requested, the Provider will immediately notify the Client and reserves the right:
To invoice the Client for the corresponding services already performed at the current rates.
To continue providing services only after receiving the Client's written agreement for the additional costs.
2.3. Provision of updates
New versions will be provided to the Client as they are made available to the Provider's entire customer base.
In the event that the software must be adapted following a change in legislation, the Provider will provide the Client with a new version of the software at no additional cost.
For each new version, the Client has a 30-day test period to verify that it functions in accordance with the corresponding functional specifications. In the event of non-conformity, the Client will immediately communicate in writing (support@t-report.pro) any anomaly to the Provider before the expiration of the test period.
Failing written notice from the Client within the allotted time specifying the non-conformity of the software, or if the parties acknowledge that the non-conformity reported by the Client is unfounded, acceptance is deemed granted upon expiration of the test period, as this is necessary for the ongoing evolution of the software. Otherwise, the Provider will have a reasonable period to perform the correction, during which the test period is extended. The test period begins upon installation of the new version.
Access to our client.mt-c.be platform is provided upon subscription and for the duration of the contract; it allows you to view all application updates, their details, and versions.
2.4. Usage support
Through its hotline service, the Provider will provide the Client's qualified delegate with assistance (by telephone or by remote control of the client's computer) regarding the use of the software during the hours specified below*. This assistance will be provided exclusively to a member of the Client's staff who has participated in software training, except in exceptional cases, i.e., when said person is temporarily absent and the assistance is urgent.
This support is included in this rental agreement.
*Business days from Monday to Thursday, 9:00 AM to 5:00 PM, and Friday until 12:00 PM at +32 83/63.31.13 (Belgium) | +352 (0) 2 786 2197 (Luxembourg)
2.5. Exclusions
The following interventions are not covered by the maintenance contract:
Operating system updates.
File or database recovery operations necessitated by changes made to the Client's installation (workstation changes, hard drive replacement, etc.).
Any services required due to hardware failure or power outages.
The Client declares that they have read all pages of this contract, as well as the general terms and conditions of sale and business, and agrees to comply with them fully.
No financial compensation will be provided in the event of software malfunction or disagreement regarding the system's operation in relation to the purchased features. The client may exercise their right to refuse the rental invoice or postpone its payment.
Article 3. Agreements and Applicable Law
By signing this contract, the parties expressly agree that any prior contract signed between them relating in any way to the product covered by this contract shall become null and void upon the effective date of this agreement.
In the event of a dispute regarding the interpretation and/or execution of this contract, the courts of Namur shall have exclusive jurisdiction, and Belgian law shall apply.
Article 4. Data Protection Notice of Management Tools Company SPRL
4.1 Introduction
Management Tools Company SPRL, with its registered office at Rue Léopold de Hulster, 114, 5002 Saint-Servais, and registered with the Crossroads Bank for Enterprises under company number BE 0819046224, places great importance on the secure, transparent, and confidential collection and processing of your personal data. We are particularly committed to protecting the data of our clients, subcontractors, and suppliers against loss, breaches, errors, unauthorized access, or unauthorized processing.
Through this data protection notice, we wish to inform you about the collection and processing of your personal data.
We ask that you read this data protection notice carefully, as it contains important information regarding how we process your personal data and why we do so.
By providing your personal data, you explicitly declare that you have read this data protection notice and you explicitly accept its content as well as the processing itself.
4.2 Scope
This data protection notice applies to all services provided by us and, more generally, to all activities we conduct.
4.3 Data Controller and Commitments
Management Tools Company SPRL, with its registered office at Chaussée de Marche 482, 5101 Erpent, and registered with the Crossroads Bank for Enterprises under company number BE 0819046224, is the controller of your personal data.
In collecting and processing your personal data, we comply with Belgian legislation on the protection of personal data, as well as the General Data Protection Regulation (GDPR) since its entry into force on May 25, 2018.
4.4 Personal Data
Depending on your activities and your relationship with our company, you will provide us with the following personal data: your identity and contact details (name, title, address, email address, telephone number, mobile number). For certain specific legal obligations (electronic attendance registration, 30bis work declaration), you may need to provide us with additional data to register your attendance (such as E-ID data or Limosa number).
Please note that you are responsible for all data you provide to us, and we rely on its accuracy. If your data is no longer up to date, we ask that you inform us immediately.
You are not required to provide your personal data, but please understand that it will be impossible to offer certain services or collaborate if you do not consent to the collection and processing of certain data.
4.5 Purposes of Processing and Legal Basis
4.5.1. Client Data
As part of our services and activities, we collect and process the identity and contact details of our clients and principals, their staff, collaborators, agents, and any other relevant contact persons.
The purposes of this processing are the execution of agreements with our clients, client management, accounting, and direct marketing activities, such as sending promotional or commercial information. The legal bases are the performance of a contract, compliance with legal and regulatory obligations (such as the 30bis work declaration), and/or our legitimate interest.
4.5.2. Supplier and Subcontractor Data
We collect and process the identity and contact details of our suppliers and subcontractors, as well as any of their (sub)subcontractors, their staff, collaborators, agents, and any other relevant contact persons. The purposes of this processing are the execution of the agreement, supplier/subcontractor management, accounting, and direct marketing activities, such as sending promotional or commercial information. The legal bases are the performance of the contract, compliance with legal and regulatory obligations, and/or our legitimate interest (such as for direct marketing). For direct marketing activities via email (such as newsletters or event invitations), consent will always be requested and may be withdrawn at any time.
4.5.3. Personnel Data
We process the personal data of our employees as part of our personnel and payroll management. Given its specific nature, this processing is addressed in more detail in a Data Protection Policy for Employees.
4.5.4. Other Data: IT Database
In addition to client, supplier/subcontractor, and personnel data, we also process the personal data of other individuals present in the IT databases we collect for our activities within the IT development department. In addition to strictly confidential processing, the purposes of this processing are in the interest of our business, specifically the maintenance of our software, web, and mobile applications. The legal basis is our legitimate interest or, in certain cases, the performance of a contract.
4.5.5. Duration of Processing
Personal data is stored and processed by us for a period necessary in relation to the purposes of the processing and the relationship (contractual or otherwise) between us.
Client and supplier or subcontractor data will, in any event, be removed from our systems 20 years after the termination of the contract or the end of the project, except for personal data that we are required to retain for longer periods based on specific legislation or in the event of an ongoing dispute for which the personal data is necessary.
4.6 Rights
In accordance with and subject to the conditions of Belgian data protection legislation and the provisions of the General Data Protection Regulation, we inform you that you have the following rights:
Right of access: You have the right to view the data we hold about you free of charge and to verify the purposes for which it is used.
Right to rectification: You have the right to obtain the rectification (correction) of inaccurate personal data concerning you, as well as the right to complete incomplete personal data.
Right to erasure or restriction of data: You have the right to request that we erase personal data concerning you and to restrict the processing of such data under the circumstances and conditions stipulated in the General Data Protection Regulation. We may refuse the erasure or restriction of data necessary for payroll processing, the fulfillment of a legal obligation, the execution of the employment contract, or our legitimate interest, provided that such data is necessary for the purposes for which it was collected.
Right to data portability: You have the right to receive the personal data concerning you that you have provided to us in a structured, commonly used, and machine-readable format. You have the right to transmit this data to another controller.
Right to object: You have the right to object to the processing of your personal data for serious and legitimate reasons. However, you may not object to the processing of data necessary for us to fulfill a legal obligation, execute an employment contract, or pursue our legitimate interest, provided that such data is necessary for the purposes for which it was collected.
Right to withdraw consent: If the processing of personal data is based on prior consent, you have the right to withdraw that consent. Such personal data will then only be processed if we have another legal basis for doing so.
Automated decisions and profiling: We confirm that the processing of personal data does not include profiling and that you will not be subject to fully automated decisions.
You may exercise the aforementioned rights by contacting Management Tools Company. The contact person is: Mr. De Rycke, whose contact details are: rgpd@mt-c.be, 083/33113.
We make every effort to ensure the meticulous and lawful processing of your personal data in accordance with applicable regulations. However, if you believe that your rights have not been respected and that your concerns are not being addressed within our company, you are free to file a complaint with:
Data Protection Authority, Rue de la Presse 35, 1000 Brussels. Tel. 02 274 48 00, Fax. 02 274 48 35, Email: commission@privacycommission.be
You may also seek judicial remedy if you believe you have suffered damage caused by the processing of your personal data.
4.7 Data transfers to third parties
Certain personal data will be transferred to and may be processed by third parties, such as our hosted solution provider OVH, our accountant, auditor, subcontractors, suppliers, as well as government authorities.
It is possible that one or more of these third parties may be located outside the European Economic Area ("EEA"). However, personal data will only be transferred to third countries that provide an adequate level of protection.
The employees, managers, and/or representatives of the aforementioned service providers or institutions, as well as the specialized service providers appointed by them, are required to respect the confidential nature of your personal data and may only use this data for the purposes for which it was provided.
If necessary, personal data may be shared with third parties. This may occur in the event of a partial or total reorganization of our company, if our business is transferred, or in the event of bankruptcy. It is also possible that personal data may need to be transferred due to a court order or to comply with a specific legal obligation. In such cases, we will make every reasonable effort to inform you in advance of this disclosure to third parties. However, you acknowledge and understand that under certain circumstances, this may not always be technically or commercially feasible, or that legal restrictions may apply.
We will never sell your personal data, nor will we make it available to direct marketing agencies or similar service providers without your prior consent.
4.8 Technical and organizational measures
We implement technical and organizational measures to process data at an appropriate level of security and to protect personal data against destruction, loss, falsification, unauthorized access, or accidental disclosure to third parties, as well as any other unauthorized processing of such data.
Under no circumstances shall Management Tools Company SPRL be held liable for any direct or indirect damages resulting from the erroneous or unlawful use of personal data by a third party.
4.9 Access by third parties
To process your personal data, we grant access to your personal data to our employees and agents. We ensure a similar level of protection by imposing contractual obligations on these employees and agents that are similar to those described in this Data Protection Notice.
4.10 Do you have any questions?
If you still have questions regarding the collection and processing of your personal data after reading this data protection notice, you may contact Management Tools Company SPRL by mail at Rue Léopold de Hulster 114, 5002 Saint-Servais, or by email at: info@mt-c.be
This agreement has been drawn up in duplicate.
Executed in Saint-Servais on, each party acknowledges having received a copy.
For Management Tools Company: Christophe Delizée
The Client: Name, title, and signature