General Sales Conditions
CROSSROADS SPRL carries on business in the field of managing international networks of business professionals (in the areas of Legal, Compliance, Internal Audit and Privacy), all called the Mont-Blanc Circle (MBC).
WHEN YOU PARTICIPATE IN ANY OF THESE CIRCLES AND BY PAYING YOUR MEMBERSHIP FEE, YOU ACCEPT TO BE BOUND BY THESE GENERAL SALES CONDITIONS.
1. Obligations of MBC
1.1. In performing its activities, MBC shall look after the member’s interests and act dutifully and in good faith.
1.2. MBC shall introduce products and services to the benefit of the members. MBC has no authority to bind the members.
1.3. MBC will organize 2 two-day Retreats per year for the members, one during Spring and one during Fall. MBC will take care of the necessary hotel and restaurant bookings for the participating members.
1.4. MBC will observe the MBC Commitments (see article 4).
1.5. MBC shall perform its activity independently and shall, in no case, be considered as an employee of any member.
2. Intuitae Personae nature of the membership
2.1. Membership is personal and a member may not ask or impose a substitute, delegate, deputy or any other representative to take its place.
3. Obligations of the members
3.1. In its relation with MBC, the members must act dutifully and in good faith.
3.2. The members will observe the MBC Commitments (see article 4).
3.3. The members shall pay the annual membership fee as communicated by MBC.
3.4. For members based outside Belgium, there is no VAT due on these fees.
3.5. The members have the right to attend the two Retreats at no additional cost. The members will have to bear their travel costs and the stay at the hotel.
4. The MBC Commitments
4.1. Members join the Mont-Blanc Circle in a spirit of trust and respect, i.e. the main values applicable to membership.
4.2. Members agree to be available for other members in order to facilitate requests for information, feedback, or other (reasonable) demands.
4.3. Members agree to actively participate in the Mont-Blanc Circle’s activities.
4.4. Members will share and apply the highest professional quality standards and expectations to the Mont-Blanc Circle activities.
4.5. Members undertake to treat any information they receive from other members as confidential and will not disclose this information unless the relevant member has given his/her prior written consent to do so.
5. Termination and consequences of termination
5.1. Each party may terminate the membership with immediate effect by written notice in case of:
- a substantial breach by the other party of its obligations which could be qualified as gross negligence or willful misconduct;
- exceptional circumstances beyond the control of the Parties, which render the continuation of the membership impossible.
5.2. The termination of the membership for any reason shall not affect each party’s accrued rights, remedies or liabilities, including payments due at the effective date of termination.
6. Force majeure
6.1. “Force majeure” means war, emergency, accident, fire, earthquake, flood, storm, industrial strike or other impediment which the affected party proves was beyond its control and that it could not reasonably be expected to have taken the impediment into account at the time of the start of the membership or to have avoided or overcome it or its consequences.
6.2. A party affected by force majeure shall not be deemed to be liable to the other, by reason of any delay in performance, or the non-performance, of any of its obligations under the membership to the extent that the delay or non-performance is due to any force majeure of which it has notified the other party in accordance with Article 6.3. The time for performance of that obligation shall be extended accordingly, subject to Article 6.4.
6.4. If any force majeure occurs in relation to either party which affects or is likely to affect the performance of any of its obligations under the membership, it shall notify the other party within a reasonable time as to the nature and extent of the circumstances in question and their effect on its ability to perform.
6.5. If the performance by either party of any of its obligations under the membership is prevented or delayed by force majeure for a continuous period in excess of six months, the other party shall be entitled to terminate the membership by giving written notice to the party affected by the force majeure.
7. No partnership
Nothing in the membership shall be deemed to constitute a partnership in law between the Parties.
Any notice shall be done by email.
9.1. Both parties understand and acknowledge that they may both receive or become aware of information belonging or relating to the other party, its business, business plans, affairs or activities, which is confidential and proprietary to the other party and/or its suppliers and/or customers and in respect of which they are bound by a strict duty of confidence (“Confidential Information”). Any material(s) that has been shared by a member with the other members is not confidential, it being understood that it may not be shared with or disclosed to anyone else but the MBC members.
9.2. In consideration of such Confidential Information being disclosed or otherwise made available to either party, both parties hereby undertake that they will not at any time, either before or after the termination of the membership, and either directly or indirectly, disclose, divulge or make unauthorized use of any Confidential Information, except to the extent to which such Confidential Information:
- is publicly known at the time of its disclosure or is being made available to them;
- after such disclosure or being made available to them, becomes publicly known otherwise than through a breach of this undertaking;
- is required by law, regulation or order of a competent authority (including any regulatory or governmental body or securities exchange) to be disclosed by one of the Parties, provided that, where practicable, the other party is given reasonable advance notice of the intended disclosure.
9.3. Upon the earlier of a request from the other party or the termination of the membership, each party shall return to the other all documents or records in any medium or format containing any Confidential Information which are in its possession or control and will not retain any copies of them.
9.4. This undertaking, and the obligations contained herein, will continue without limit of period.
10. Dispute resolution and applicable law
10.1. Any dispute, controversy or claim arising out of or relating to this membership shall be finally settled by the appropriate court in Brussels, Belgium which will have exclusive jurisdiction.
10.2. Belgian law shall apply to the membership.