General Terms and Conditions of Sale

1. Purpose and scope

These general terms and conditions of sale (GTC) apply to all services offered by BEPROSOFT VENTURE SPRL, registered with the Crossroads Bank for Enterprises under number 0675566990, with its registered office at Boulevard de l'Empereur 10, 1000 Brussels and carrying out business registered-office (domiciliation) services under the trade name MONSIEGESOCIAL.

These services fall within the framework of the legal and regulatory obligations laid down by:

• The Law of 29 March 2018 on the registration of business service providers
• The Law of 18 September 2017 on the prevention of money laundering and the financing of terrorism
• The Law on the limitation of the use of cash

Any order for services implies unreserved acceptance of these GTC, which prevail over any other general or specific conditions not expressly agreed by us.

2. Services offered

2.0 Company formation (Belgium)

Complete and personalised support for company formation in Belgium:

• Advice on the choice of legal form (SRL, SA, ASBL, etc.)
• Drafting of the articles of association and notarial coordination where necessary
• Registration formalities with the Crossroads Bank for Enterprises (BCE)
• VAT activation and social registrations
• Publication in the Belgian Official Gazette

The services and fees related to company formation are detailed in the quotation and/or specific contract. Certain steps (notary, publication, duties and taxes) may give rise to additional external costs.

2.1 Business registered office (domiciliation)

Provision of a registered-office address compliant with Belgian law, including:

• Use of the address for administrative formalities and legal documents
• Receipt of business mail at the registered-office address
• Use of the address on all your commercial and official documents
• Exclusive compliance with the type of domiciliation contracted (registered office, place of business, etc.)

Important: This contract does not constitute a place-of-business contract, an operating site, or an administrative seat, unless expressly stated otherwise in the specific contract.

2.2 Mail handling

Complete service for receiving, sorting and forwarding mail according to the agreed terms:

• Receipt and sorting of mail by our qualified staff
• Notification by email and/or SMS via our platform
• Collection of mail at one of our centres
• Postal forwarding to the address of your choice (paid service)
• Opening and scanning of mail (2 free scans per month included)
• Mandate to collect registered letters at the post office
• Secure document archiving on request

2.3 Additional services

• Reception staff: Available Monday to Friday from 9 a.m. to 5 p.m.
• Office access: Premises with IT infrastructure (WiFi, printer, scanner) during opening hours
• Meeting rooms: Free access to 2 sessions per month, with prior booking by email
• Confidentiality: Professional environment ensuring the confidentiality of your meetings

Additional meeting-room sessions are invoiced according to our pricing conditions in force.

3. Orders and acceptance

Any order for services must be the subject of a written contract signed by both parties. Signing the contract constitutes acceptance of these GTC.

We reserve the right to accept or refuse any order, in particular in the event of:

• Non-compliance with legal requirements
• Incomplete file
• Unauthorised activity or activity contrary to public morals

4. Prices and invoicing

The applicable prices are those shown on our website or in our quotations at the time of the order. They are expressed in euros, excluding taxes unless otherwise stated.

Pricing example: Registered-office domiciliation: €50 excl. VAT/month, i.e. €60.50 incl. VAT/month.

Invoicing is carried out according to the terms defined in the contract:

• Monthly invoicing with advance payment of the fee
• Possibility of quarterly, half-yearly or annual payment under certain conditions
• Payments by direct debit accepted subject to conditions
• Pay-per-use invoicing for additional services

Price revision: Monsiegesocial reserves the right to revise prices on 1 January each year in accordance with the general terms.

5. Payment terms and termination clause

Invoices are settled:

• By bank transfer to the domiciliation provider's account
• By bank card
• By direct debit

Payment terms: Invoices are payable within 30 days of issue, in accordance with the Law of 2 August 2002 on combating late payment in commercial transactions. For renewals (annual, half-yearly, quarterly), payment is made within 30 days of notification of the offer.

Late-payment penalties: In accordance with Article 5 of the Law of 2 August 2002, any failure to pay on the due date gives rise, automatically and without prior formal notice, to the following penalties:

• Late-payment interest at the Belgian legal rate in force (currently 7% per year) on the amount including VAT
• A fixed indemnity of €40 for recovery costs (Article 6 of the aforementioned law)
• Reasonable and demonstrable additional recovery costs

Retention of title clause: In accordance with Belgian law, we retain ownership of the services provided until full payment of the price.

6. Duration and termination

Contracts are generally concluded for a fixed term of 12 months and are renewed by tacit renewal for identical periods, unless terminated by one of the parties under the conditions below.

6.1 Termination by the client (domiciled party)

Termination must be notified by registered letter with acknowledgement of receipt or electronically with acknowledgement of receipt:

• At the end of the contract: Minimum 1 month's notice before the expiry date to avoid tacit renewal
• During the contract: 3 months' notice from the 1st day of the month following receipt of the notification by the domiciliation provider
• Required documents: Extract of publication in the Belgian Official Gazette or equivalent official document proving the change of registered-office address

Failing presentation of the supporting documents within 30 days of the notification, the contract will be extended and invoiced according to the initial terms.

6.2 Termination by the domiciliation provider

The domiciliation provider may terminate the contract in the following cases:

• For serious breach: Immediate termination without indemnity in the event of failure to comply with major contractual obligations
• For convenience: With minimum 3 months' notice by registered letter
• For non-payment: Automatic termination after a formal notice that has remained without effect for 15 days

Termination will be notified by registered letter with acknowledgement of receipt or electronically with acknowledgement of receipt.

7. Obligations of the domiciliation provider

The domiciliation provider undertakes to provide the services in compliance with an obligation of means (Article 1137 of the Civil Code) and must:

• Hold a registration with the Directorate-General for SME Policy of the FPS Economy
• Hold an approval number from the same institution
• Comply with the legal obligations to prevent money laundering and the financing of terrorism
• Provide clean and equipped premises to ensure the confidentiality of meetings
• Ensure the validity of the domiciliation contract and the payment of fees

8. Obligations of the client (domiciled party)

The client undertakes to:

• Exclusive use: Use the domiciliation only for contractual purposes (registered office, place of business, etc.)
• Documents: Provide all necessary documents and requested supporting evidence
• Updates: Inform of any change (activity, managers, name, address, legal form, etc.)
• Mandate: Grant the domiciliation provider a mandate to receive notifications on its behalf
• Legal compliance: Not use the services for illegal, immoral activities or activities contrary to public morals
• Transparency: Declare not being in liquidation or bankruptcy, nor creating a letterbox company
• Liability: Release the domiciliation provider from liability for the absence of legally required documents
• Payment: Pay the amounts due on the agreed due dates

9. Liability and limitations

Our liability is limited to the performance of the services as defined in the contract. We cannot be held liable for indirect or consequential damages.

In the event of a breach on our part, our liability is limited to the amount of the sums paid for the service concerned over the last twelve months.

The domiciliation provider is not responsible for any shipping inconveniences caused by the postal services.

10. Non-transferability clause

As the contract is concluded intuitu personæ, the rights and obligations may not be transferred in any form whatsoever (inheritance, assignment, management lease, contribution to a company, merger, universal transfer of assets, transfer of securities or change of control), unless the contract is amended by an addendum signed by both parties.

11. Joint and several liability and indivisibility clause

The directors and co-directors of the domiciled company acknowledge that they are jointly and severally liable by operation of law for the debt established with the domiciliation provider.

The domiciliation provider will provide the jointly and severally liable person with a statement supported by an invoice, in compliance with Articles 1206 and 1207 of the Civil Code concerning the interruption of prescription and joint interest.

12. Protection of personal data (GDPR)

In accordance with the General Data Protection Regulation (GDPR 2016/679) and the Belgian Law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data:

• Data controller: BEPROSOFT VENTURE SPRL
• Purposes: Performance of the domiciliation contract, invoicing, legal obligations
• Legal basis: Contractual performance and legal obligations
• Retention period: Duration of the contract + 10 years (accounting obligations)
• Rights: Access, rectification, erasure, restriction, portability, objection

To exercise your rights or obtain further information, contact us at: info@monsiegesocial.be. You also have the right to lodge a complaint with the Data Protection Authority (www.autoriteprotectiondonnees.be).

13. Election of domicile and applicable law

Each of the parties elects domicile at its registered office:

• The domiciliation provider: 10, Boulevard de l'Empereur, 1000 Brussels
• The domiciled party: At the contracted domiciliation address

These GTC are governed by Belgian law. Any dispute relating to the conclusion, performance, interpretation or termination falls within the exclusive jurisdiction of the Commercial Court of Brussels. In the event of a dispute with a consumer, the competent courts will be those of the consumer's domicile or our registered office, at the consumer's choice.

14. Right of withdrawal (consumers)

In accordance with Article VI.53 of the Code of Economic Law, consumers have a withdrawal period of 14 calendar days from the conclusion of the distance contract.

Exception: The right of withdrawal does not apply to services that have been fully performed before the end of the withdrawal period and whose performance began after the consumer's express prior consent.

Withdrawal must be notified by an unambiguous statement to info@monsiegesocial.be or by registered mail.

15. Entry into force and amendments

These GTC enter into force on 8 August 2025 and apply to all contracts concluded from that date. Any amendment will be brought to the attention of clients at least 30 days before it enters into force by email or registered mail.