Last updated: 31/03/2025
1. DEFINITIONS
In these Terms and Conditions, the following words and expressions shall have the following meaning:
CRANIUM INTERNATIONAL: means CRANIUM INTERNATIONAL HOLDING NV with company number 0666.909.642, with registered office at Excelsiorlaan 43/3, 1930 Zaventem, Belgium.
(Member(s) of the) CRANIUM GROUP: means any of the following entities:
- CRANIUM INTERNATIONAL HOLDING NV with company number 0666.909.642, with registered office at Excelsiorlaan 43/3, 1930 Zaventem, Belgium
- CRANIUM Belgium NV with company number_0645.867.372, with registered office at Excelsiorlaan 43/3, 1930 Zaventem, Belgium
- CRANIUM International Holding NV with company number 0666.909.642, with registered office at Excelsiorlaan 43/3, 1930 Zaventem
- CRANIUM Luxembourg with company number Luxembourg B 256211, with registered office at Rue de l’Ecole 28, L-8466 Eischen
- CRANIUM UK with company number 13129701, with registered office at Northumberland Avenue 8, WC2 5BY
- CRANIUM Nederland with company number 68949979, with registered office at Goeman Borgesiuslaan 77, 3515 ET Utrecht
- CRANIUM USA with company number 0101-0470-89, with registered office at 100 Connell Drive 2nd Floor, Berkeley Heights NJ 07922
- CINGULUM BV with company number 1013.844.295, with registered office at De Kleetlaan 4, 1831 Machelen.
Client: Natural or legal person with whom CRANIUM enters into an agreement for services as a contractor.
Intellectual Property Rights: all industrial and intellectual property rights, including, but not limited to copyright and neighboring rights, software protection rights, database rights, trademarks, design rights, patents, utility models, supplementary protection certificates, right in know-how and trade secrets, domain names and and any other intellectual property right, whether registered or not, including applications, and all rights and forms of protection having equivalent or similar effect, recognized under the laws of each and every jurisdiction in any part of the world.
CRANIUM GROUP Personnel or Personnel of CRANIUM: the shareholders, directors, managers, employees, agents and/or self-employed consultants to be deployed by and working under the responsibility of Members of the CRANIUM GROUP for the provision of the Services.
2. APPLICABILITY AND ENTIRE AGREEMENT
2.1 These terms and conditions (“Terms and Conditions”) apply to the relationship, meaning all contacts, between CRANIUM INTERNATIONAL and the Clients of Members of the CRANIUM GROUP.
2..2 Services carried out by Members of the CRANIUM GROUP are subject to the terms and conditions of the respective entity.
2.3 No variation to the Terms and Conditions shall be effective unless it is documented in writing and signed by authorized representatives of both Parties.
2.4 These Terms and Conditions will take precedence over any other terms and conditions, or any other document issued by the Client. The Client agrees to waive its own general and specific terms and conditions, even where it is stated therein that only those conditions may apply and even if such terms and conditions were not protested by CRANIUM INTERNATIONAL.
2.5 In case of conflict or inconsistency between the Terms and Conditions of CRANIUM INTERNATIONAL and the terms and conditions of a Member of the CRANIUM GROUP, the following order of precedence will be applied, the document higher in the order of precedence will prevail and represent the binding obligation on the Parties: (i) terms and conditions of the Member of the Cranium Group; (ii) Terms and Conditions.
3. SERVICES
3.1 General
3.1.1 The Client wishes to entrust a Member of the CRANIUM GROUP with the performance of certain services within its company. These services, the precise description of these services and the prices are subject to the terms and conditions and the agreement of the respective Member of the CRANIUM GROUP.
3.1.2. In order to execute the services by the Member of the CRANIUM GROUP, it is possible CRANIUM INTERNATIONAL will carry out some tasks for the respective Member of the CRANIUM GROUP for the Client. These tasks are mainly back-office tasks.
3.2 Personnel
3.2.1 The Terms and Conditions do not involve any subordination relationship between the CRANIUM GROUP Personnel and the Client. As a result, the CRANIUM GROUP Personnel can never be considered employees of the Client.
3.2.2. The Parties expressly accept and acknowledge that the relationship established between them is a relationship of two independent legal entities. The Parties shall comply with all legal, social, fiscal and commercial obligations applicable to independent companies.
4. RESPONSIBILITIES OF CRANIUM INTERNATIONAL
4.1 The Client acknowledges that CRANIUM INTERNATIOANL does not make any warranties or representations in relation to the provision of the tasks as mentioned under article 3, including as to their performance, fitness for purpose or satisfactory quality, except as set out explicitly in this Agreement and/or in a Proposal.
5. RESPONSIBILITIES OF THE CLIENT
5.1 The Client shall cooperate with CRANIUM INTERNATIONAL in the performance of the tasks as mentioned in article 3.
5.2 The Client moreover undertakes to (i) perform the Agreement in accordance with applicable laws; and (ii) communicate to CRANIUM INTERNATIONAL immediately any error, omission or non-compliance that it has identified in the tasks carried out.
6. DURATION AND TERMINATION OF THE AGREEMENT
6.1 The Terms and Conditions enter into force at the moment CRANIUM INTERNATIONAL starts the execution of the tasks.
Unless agreed upon otherwise, these Terms and Conditions are deemed to be applicable for as long as the Client has a contractual relationship with any of the Members of the CRANIUM GROUP.
7.2 To the fullest extent permitted by law the following clauses of these Terms and Conditions shall survive expiry or termination of the Agreement: license and proprietary ownership, confidentiality, limitations of liability, non-solicitation, jurisdiction, governing law and other terms, by their nature.
7. INTELLECTUAL PROPERTY
7.1 All documentation, templates, schedules, guidelines, protocols, policies, standards and such other documentation developed by either party and made available to the other Party, shall remain the sole property of the first Party. The receiving Party, when making use of such documentation, shall at no time obtain any Intellectual Property Rights on such documentation.
8. CONFIDENTIALITY
8.1 For the purposes of these Terms and Conditions, confidential information means (i) information that is marked by the Parties as “confidential”; and (ii) information relating to the Parties’ operations and business, which by its nature is to be reasonably considered as confidential or company sensitive.
Confidential information shall not include information which: (i) shall have become publicly available other than as a result of disclosure by the receiving Party in breach hereof; (ii) was disclosed to the receiving Party on a non-confidential basis from a source other than the disclosing Party; (iii) is developed by the receiving Party independently of, or was known by the receiving Party prior to, any disclosure of such information made by the disclosing Party.
8.2 To the extent that, in connection with these Terms and Conditions, a Party comes into possession of any proprietary or confidential information of the other Party, that Party agrees to use the confidential information of the other Party solely for the purposes of these Terms and Conditions, and to not disclose such confidential information to any third Party, except (i) with the written consent of the other Party, (ii) if it must be disclosed by order of a court of competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by subpoena, summons or any other administrative or legal process, (iii) to a Party’s professional advisers, statutory auditors and/or insurers, on a strictly “need to know basis” and provided that such entities shall be made aware of the confidential nature and shall keep this information strictly confidential, and (iv) in the event that this is required to enforce a Party’s rights under this Agreement or (v) for the purpose of any judicial proceedings. In case (ii) – (v), the disclosing Party shall in any case undertake to give timely prior notice of such disclosure to the other Party..
8.3 Each Party shall maintain the confidential information of the other Party in confidence using at least the same degree of care as it employs in maintaining confidential its own proprietary and confidential information, but in no event less than a reasonable degree of care.
8.4 The Parties undertake to limit the disclosure of and access to confidential information to their affiliates, directors, managing directors, employees, subcontractors, agents and/or external advisors (i) who are directly involved in carrying out the tasks as mentioned in article 3, (ii) for whom the confidential information is crucial in context of these tasks and (iii) provided that they are bound by a confidentiality obligation substantially similar to the provisions of this Article.
9. PROCESSING OF PERSONAL DATA
9.1 The Parties acknowledge that personal data may be processed by CRANIUM INTERNATIONAL as a controller in connection with the tasks as mentioned in article 3. As such, CRANIUM INTERNATIONAL will process the received personal data in accordance with applicable data protection laws and regulations.
9.2 The Client warrants that personal data which it transfers to CRANIUM INTERNATIONAL is/will be processed by the Client in accordance with the provisions and principles of applicable data protection laws and any other applicable legal regulation.
9.3 The received personal data can be communicated to and used by other Members of the CRANIUM GROUP, CRANIUM INTERNATIONAL service providers and competent authorities in view of the provision of the Services, compliance and regulatory requirements, risk management, the client and relation management. Personal data may also be disclosed to and processed by other third parties to the extent reasonably necessary in connection with the aforementioned purposes.
10. PUBLICITY
10.1 CRANIUM INTERNATIOANL may include the Client in its client list. In addition, CRANIUM INTERNATIONAL may publish a brief description of the services provided and use the name, brand and logo of the Client for publicity, sales purposes and PR activities. In no event, however, may the brief description result in a breach of the confidentiality obligation as defined in article 8.
11. LIMITATION OF LIABILITY
11.1 CRANIUM INTERNATIONAL shall in no case hold any liability towards the Client for any damages relating to the services carried out by Members of the CRANIUM GROUP. Any liability to which the Client believes it is entitled from a Member of the CRANIUM GROUP should be taken up by the customer with the respective Member of the CRANIUM GROUP, taking into account any limitations as agreed between the Client and the respective Member of the CRANIUM GROUP.
11.2 CRANIUM INTERNATIONAL shall be liable to the Client for the proper and professional performance of the tasks as mentioned in article 3 and shall compensate the damages caused to the Client as a result of the willful misconduct, serious failure or negligence in performing its obligations under this Agreement, except if such misconduct, failure or negligence is due to or induced by a misconduct, failure or omission of the Client. CRANIUM INTERNATIONAL will indemnify and hold the Client harmless for and against all claims and recoveries initiated by third parties against the Client as a result of willful misconduct, serious failure, or negligence in performing its obligations under these Terms and Conditions.
11.3 CRANIUM INTERNATIONAL shall never be held liable for indirect damages, meaning damages or loss not directly and immediately resulting from a contractual and/or extra-contractual breach of contract. This includes but is not limited to: lost revenue, interruption or stagnation of business operations, increase in personnel costs and/or costs of redundancy of personnel, damages consisting of/or resulting from third party claims, loss of anticipated savings or benefits and loss of data, profit, time or revenue, loss of orders, loss of Clients, increase in overhead costs, consequences of a strike, regardless of cause.
11.4 Neither of the Parties may be held liable for any delay, poor performance or non-performance of its obligations if this is due to force majeure. Force Majeure means any event or circumstance beyond the reasonable control of a Party. Examples of Force Majeure are: war, terrorism, riots, explosions, pandemic, strikes or social conflicts, defects in the equipment of the other Party, acts or omissions or the failure to cooperate of the other Party (including, without limitation, entities or individuals under its control, or their respective officers, directors, employees or other personnel and agents), defects in the telecommunications and IT equipment of third parties, or the immediate termination by a supplier of the collaboration with CRANIUM INTERNATIONAL (having an impact on these Terms an Conditions), without this termination being the result of a material failure on the part of CRANIUM INTERNATIONAL.
11.5 CRANIUM INTERNATIONAL’s liability in connection with or arising from the tasks, arising in any way and on any basis, and irrespective of its legal basis, for any damage suffered by the Client (or any other party), regardless of the cause of the loss or damage, excluding CRANIUM INTERNATIONAL’s gross negligence, wilful misconduct or serious failure, is in total (i.e., for the entirety of the tasks) limited in aggregate to an amount equal to half of the amount of the fees owed by the Client to a Member of the CRANIUM GROUP during the 6 months prior to the event leading to the liability of CRANIUM INTERNATIONAL.
11.6 The Parties agree that the remediation of damage caused by the non-performance of a contractual obligation included in these Terms and Conditions shall be governed, within legal limits, exclusively by the rules of contract law, even if the event giving rise to the damage also constitutes a tort. The Parties further agree that the remediation of damage caused by the non-performance of a contractual obligation by CRANIUM GROUP Personnel shall, within the legal limits, only be a ground for a contractual liability claim against the respective Member of the CRANIUM GROUP and not a ground for an extra-contractual liability claim against the CRANIUM GROUP Personnel, even if the event originating the damage also constitutes a tort.
11.7 No action arising under or relating to these Terms and Conditions, may be brought by either Party more than one year after the cause of action has arisen.
12. DISPUTE RESOLUTION AND GOVERNING LAW
12.1 All disputes between the Parties arising out of or relating to these Terms and Conditions shall be governed by the laws of Belgium (excluding its conflict of law principles).
12.2 All dispute (regarding the Terms and Conditions and all matters relating to it whether in contract, tort or otherwise) will be brought before the Dutch speaking courts of Brussels, which have exclusive jurisdiction.
13. WAIVER, ASSIGNMENT AND SUB-CONTRACTORS
13.1 The failure of either Party to insist upon the strict performance of any of the provisions contained in these Terms and Conditions shall not constitute a waiver of its rights, or a waiver of any other provisions or subsequent default by the other Party of any of the terms or conditions.
13.2 If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the Parties set forth in this Agreement.
13.3 Parties have the right to transfer and assign, in whole or in part, the rights and obligations under these Terms and Conditions to an affiliated company in good standing, in the framework of a group internal restructuring or otherwise, subject to informing the other Party of such transfer and assignment.
14. NOTICES
14.1 All formal notices hereunder shall be made in writing by registered mail or e-mail. A notice or other communication under these Terms and Conditions will be deemed to have been received as follows: (i) when delivered to the known (e-mail) addresses; (ii) in case of registered mail, effective the third working day after the date of sending; (iii) in case of e-mail, when the recipient acknowledges having received that e-mail, with an automatic ‘read receipt’ not constituting acknowledgement of receipt of that e-mail for the purposes of this section.
Informal notices may be delivered by e-mail.
15. Modification of the Terms and Conditions
15.1 CRANIUM INTERNATIONAL reserves the right to unilaterally modify or supplement these Terms and Conditions. In any case, the latest available version of CRANIUM INTERNATIONAL’s general terms and conditions shall apply between the Parties. The date of the last update will be available at the top of these Terms and Conditions.