General terms and conditions.

Last update - July 12, 2023

By signing the domiciliation/rental contract, all CLIENTS are deemed to be familiar with the general conditions listed below, which form part of all contracts concluded with our company, and to accept them unreservedly and unconditionally. The general terms and conditions are subject to the signature of the contract and are therefore considered accepted by the simple signature of the said contract. The general terms and conditions (or extracts thereof) are also available on the company's website: www.twelvebox.be
By signing the contract, the CUSTOMER also acknowledges having received a copy of TWELVE BOX's general terms and conditions. An excerpt from the general terms and conditions is included on the reverse of each invoice issued by TWELVE BOX.
The CUSTOMER who establishes a registered office at the address of TWELVE BOX (div. of Babylone) undertakes to submit a duplicate or a photocopy of his Belgian trade register and in the case of a legal entity, a photocopy of the articles of association published in the Moniteur Belge and of the decision (General Meeting) which moves the registered office to the address of TWELVE BOX.
Any CUSTOMER with a registered office at TWELVE BOX, a real office (see CSA 2020) and a contract with "real office/staff" must, in principle, rent an office at TWELVE BOX, either according to the "turnkey" formula (monthly rental) or according to the "part-time office" formula (with a minimum of one day per month). In addition to the minimum of one day's rental per month, this CUSTOMER may also rent an "à la carte" office at our current rates.
Formulas 1 & 2 of our price list concern either domiciliation contracts with a "virtual office". Formula 1 concerns dormant companies with no activity. Formula 2 also concerns contracts concluded with companies whose managers are not domiciled in Belgium. Formulas 3, 4 and higher in our price list concern contracts with "real offices/staff".
Any CUSTOMER having fixed his registered office and his tax office at TWELVE BOX, must hold at the disposal in the offices of TWELVE BOX the accounting documents relating to his domiciled company (with the exclusion of the documents in the course of treatment apart, with an accountant, chartered accountant, fiduciary,? or any other person and/or company concerned with his accountancy). To this end, the CLIENT will be provided with a locker in his office (with a key) to store his files, accounting documents, equipment, personal belongings, etc. at our current rates.
In the absence of rented furniture and offices, the CLIENT must keep its official documents (accounts, invoices, etc.) at an address other than that of the registered office (at its tax address).
TWELVE BOX cannot be held responsible for the absence of official documents in our offices, and cannot guarantee the acceptance of our address by the VAT authorities.
On the basis of the price list (or an estimate approved at the time of the contract), the CUSTOMER may be provided with lockable furniture in which to store personal belongings (files, accounts, PCs, etc.).
Any CUSTOMER having its registered office at TWELVE BOX, must organize at least one of its annual General Assemblies at the address of its registered office, i.e. at TWELVE BOX.
Any CUSTOMER who continues to have his registered office at TWELVE BOX after termination of the contract, will be charged a flat-rate compensation of 250,- € per calendar month. This compensation will be due in full as soon as the month begins, even if the registered office is removed before the end of the current month.
Fifteen days before expiry of the contract, the customer must make a change of address via post in order to have his mail diverted to his new address, with a copy of proof of this formality to TWELVE BOX.
Any company (individual or legal entity) can only be domiciled at the TWELVE BOX address after signing the contract and paying the amounts required at the time of signing.
Unless otherwise stipulated in the contract, all costs arising from foreign payments are to be borne by the customer.
Unless otherwise specified, the minimum duration of the contract is three months for commercial domiciliations and one year for head office domiciliations, and all contracts will be automatically renewed for a period of one year, unless otherwise agreed.
Both parties may cancel the present contract by registered letter, giving three months' notice. The notice period begins on the date indicated on the document transferring the registered office, filed with the Clerk of the Court and showing the company's new address.
Upon conclusion of the contract, the CUSTOMER shall pay TWELVE BOX the first three months of rental/services and a guarantee equal to at least three months, depending on the tariff formula applied.
This guarantee will be returned at the end of the contract, after the period of notice, when the CUSTOMER has fulfilled all his obligations and all sums due have been paid. Under no circumstances may the guarantee be used to cover the payment of TWELVE BOX's final invoices.
When concluding the contract, TWELVE BOX reserves the right to request a deposit on the costs to be incurred for certain services requested by the customer (couriers, mailings, meetings, photocopies, etc.), in addition to the guarantee (refundable at the end of the contract).
The natural person who signs the contract (whether or not representative of the, manager, ...) undertakes jointly with the domiciled company and its leaders to ensure proper performance of the contract vis-à-vis TWELVE BOX. Any signatory of a contract with TWELVE BOX is held for person in charge and joint for the company which it represents.
The natural person who signs the contract is personally responsible for the correct payment of invoices issued by TWELVE BOX.
The contract commences on the first day of presence at TWELVE BOX's address as shown in the annexes to the Moniteur and ends three months after the date on which the transfer of the registered office to another address is filed with the Registrar of the Commercial Court.
The contract commences on the first day of presence at TWELVE BOX's address as shown in the annexes to the Moniteur and ends three months after the date on which the transfer of the registered office to another address is filed with the Registrar of the Commercial Court.
Any changes within the company (new shareholders, new management) will not affect the contract concluded between the two (original) parties. The individual signing the contract remains responsible for its proper execution and payments. Only the transfer of the registered office will result in the termination of the contract.
The natural person signing the contract remains responsible for the proper execution of the contract until the transfer of the registered office to another address. He/she therefore remains personally liable for payment of all invoices due to TWELVE BOX (Div. of Babylone SRL).
The natural person signing the contract may request that invoices be issued in the name of the company and that payments be made by the domiciled company. This in no way diminishes the responsibility of the signatory, who remains jointly and severally liable for the company he represents, and is therefore personally responsible for the correct payment of invoices issued by TWELVE BOX to the domiciled company. The TWELVE BOX company will thus be able to require from the signatory (or person in charge for the company) the payment of all the invoices due by this one in the event of impossibility of payment or failure of this last and this whatever the cause (financial reason, bankruptcy,?).
Any company domiciled without a contract and without the agreement of TWELVE BOX will be invoiced for Formula 5 of the price list (registered office + tax office). TWELVE BOX also reserves the right to demand that the company change its address and to claim damages, interest, costs and expenses for each day of illegal domiciliation.
In the event of incompatibility, TWELVE BOX may refuse to perform the contract. TWELVE BOX may not represent the CUSTOMER in court, except with a special mandate and, even in this case, TWELVE BOX can never be held responsible for the consequences of the execution of this mandate.
All full-time office rental contracts must be registered by the CLIENT at its own expense in order to make them official vis-à-vis third parties. All invoices issued by TWELVE BOX are subject to VAT, whether on rentals or services.
The CLIENT, whether an individual or a legal entity, may carry on only one professional activity, and may act under only one company name. Derogations to this article may be granted in exceptional cases and by agreement or amendment appended to the present contract.
Without instructions from the CLIENT, mail arriving after the contract has expired may be either destroyed, returned to the sender, or retained for a fee (€25.-), deducted automatically from the guarantee or invoiced if the guarantee has already been reimbursed.
All our domiciliations (commercial or head office) are intended for normal, routine activities. They exclude all large-scale promotional, advertising and canvassing activities (mailings, telemarketing, reply coupons, etc.), which are subject to a separate quotation.
Customers with a business address may use the TWELVE BOX address for all their mail. The CUSTOMER will collect his mail or have it forwarded (by post, courier, etc.) in accordance with the agreements made between the two parties. Under no circumstances may the CUSTOMER with a business address establish its registered office at the TWELVE BOX address.
The CUSTOMER may not use any TWELVE BOX telephone number for any purpose whatsoever (telephone, fax, detour, answering machine, advertising line, web line, adsl, html, ...) in its advertisements (press advertisements, directories, Internet pages, website, TV, ...) without the prior written permission of TWELVE BOX. The fact of using one of the telephone numbers of TWELVE BOX in its advertisements will automatically prolong the duration of this contract until the publication of the following advertising support, but without the resumption of the telephone numbers of TWELVE BOX. TWELVE BOX also reserves the right to charge for misuse of the telephone line concerned, according to the inconvenience caused.
TWELVE BOX reserves the right not to receive or communicate messages considered indecent, contrary to morality.
TWELVE BOX reserves the right not to accept a customer if his activities do not respect the ethics of the profession or are contrary to human rights. Any political activity is excluded.
No registered letter or official document will be signed by TWELVE BOX for any CUSTOMER (natural person, legal entity, etc.) (except with the Customer's agreement, as stated in the contract). TWELVE BOX will receive four registered letters per month per customer free of charge. Beyond this number, administrative costs (€1 per registered letter) may be charged to the customer.
Any notice of bailiff received by us will be attached to the mail of the CUSTOMER, but does not engage the responsibility of TWELVE BOX. TWELVE BOX is not responsible if the customer does not collect the mail.
When signing the contract, the CLIENT must provide the names of the persons authorized to collect the company's mail. In the absence of such a list, only the person signing the contract will be authorized to collect mail.
All costs and damages incurred by TWELVE BOX and caused by the fault of the CLIENT shall be borne by the CLIENT. For example, door break-ins (and all resulting costs) by a locksmith, bailiff, curator, police, etc., will be charged to the contract signatory.
The presence in our offices of a domiciled company may entail exceptional services not specified in the contract: services during visits by suppliers, clients, bailiffs, administration, etc. These services are invoiced to the domiciled company on the basis of an hourly rate agreed with the customer, with a minimum of €65 per hour. The amounts concerned are included on the next invoice to be issued to the customer. These services may be supplemented by costs arising from the action itself (e.g. locksmiths' fees in the event of forcible entry by bailiff accompanied by locksmiths/witnesses/police/ ...).
Visits by bailiffs are charged at €20.00 per visit. Complex visits by bailiffs (seizures, with police, witnesses, locksmith, etc.) are charged at €50.00 per visit.
The CUSTOMER renting office space is responsible for the premises and equipment made available by TWELVE BOX, regardless of the duration of the rental (full-time, part-time, etc.).
The CUSTOMER may neither sublet the equipment and premises made available to him, nor impose any obligation whatsoever upon them. He may not modify or transform the premises made available to him.
Except for exceptional reasons (death, confinement, pandemics, ...) the premises are available, unless agreed otherwise by both parties, between 09:00 and 17:00 every weekday (Fridays until 16:00).
For each day of rental by the CLIENT, costs for cleaning, catering and the provision of personnel are charged according to the agreements made between the parties.
Upon signing the contract, the CLIENT shall provide TWELVE BOX with a list of persons authorized to use the premises rented by the CLIENT.
The equipment made available to the CLIENT remains the property of TWELVE BOX and any damage must be compensated by the customer. The CLIENT may not modify the rented property or add furniture without the prior written consent of TWELVE BOX. The rented premises and equipment are insured by TWELVE BOX. The CUSTOMER's personal property remains the sole responsibility of the CUSTOMER.
The CUSTOMER can benefit from all TWELVE BOX services (secretarial services, promotion, advertising, graphic design, website creation and management, furniture, archiving, events and incentives, direct mail, etc.), which are always subject to specific quotations.
The CUSTOMER shall notify TWELVE BOX in the event of a change of accountant, trustee, ... (or any person or company responsible for keeping its accounts). The CUSTOMER having his registered office and tax office at TWELVE BOX is legally bound to leave his accounting/accounting records there, except of course during processing periods (balance sheet, vat declarations, ...), or if these operations are outsourced to an external supplier of the customer (accounting firm, fiduciary, ...) or on the cloud.
The CUSTOMER having its registered office and tax domicile at TWELVE BOX is legally obliged to hold its Annual General Meeting at TWELVE BOX.
The price list of TWELVE BOX in force at the time of the signature of the contract is susceptible to modification. TWELVE BOX reserves the right to modify its prices without prior notice. Any price change will be subject to three months' notice for current contracts, with the exception of changes linked to external costs (Proximus, special taxes, taxes on office space, etc.), which will take effect immediately.
Invoices are payable in cash before the start of the period concerned, unless otherwise agreed in the contract. If invoices sent to the CLIENT are not paid within a fortnight of the invoice date, the rented services may be suspended immediately and without prior notice until the day on which payment is recorded. However, the CLIENT remains liable for the full amount of the current month.
In the event of payment via a foreign bank, any additional costs (exchange, bank, taxes, vat, etc.) are at the CLIENT's expense. These costs will be automatically re-billed in subsequent instalments, unless our company advises otherwise (in writing).
Any invoice unpaid on its due date will automatically and without prior notice accrue interest at the rate of 12% per annum. In addition, any invoice unpaid more than eight days after its due date will automatically be increased by 15% as a penalty clause, with a minimum of €60. Administrative reminder charges will be invoiced at 15,-€ (with a maximum of 3 reminders per quarter), and will be included in the invoice following the period concerned by the reminder (amount exempt from vat).
The CLIENT may arrange for invoices to be paid by automatic monthly bank transfer (direct debit) to the bank of his choice.
TWELVE BOX will issue either a monthly or quarterly invoice, or more depending on the pricing formula specified in the contract. Dormant companies (Formula 1) are billed by the year.
Fixed-rate rents and services are payable in advance by direct debit. Other services are invoiced immediately, at the end of the month or quarter.
TWELVE BOX is operational 24/7, however the TWELVE BOX secretariat is open to customers from 09:00 to 12:00 and 14:00 to 17:00, Monday to Friday (until 16:00 on Fridays), with the exception of official Belgian public holidays falling on weekdays and any bridging days (maximum one day) that may result. TWELVE BOX reserves the right to modify opening hours to take account of any specific external factors (death, confinement, pandemic, etc.) and during teleworking periods.
TWELVE BOX can in no way be held responsible for failures, errors, slowness, ... inherent in computer technology or from the provider.
TWELVE BOX undertakes to make every effort to achieve the desired objective, but is bound only by an obligation of means.
The CUSTOMER releases TWELVE BOX from all liability to third parties for damages incurred by them, regardless of the cause. TWELVE BOX cannot be held responsible for temporary interruptions, breakdowns or malfunctions caused by suppliers (Electrabel, Belgacom, Skynet, CIBE, etc.) or the rented equipment. TWELVE BOX's liability for the proper functioning of the equipment is limited to the manufacturer's warranty. The CUSTOMER declares that he/she is subject to the current or future terms and conditions of the suppliers (Electrabel, Proximus, etc.) and agrees to abide by them.
In the event that TWELVE BOX, as a result of force majeure, industrial dispute or any other unforeseeable circumstance, is unable to perform its obligations to the CUSTOMER in accordance with the contract, it will notify the CUSTOMER as a matter of urgency. In the event of such non-performance lasting more than one month, the CLIENT shall be entitled to demand reimbursement for the month in question. TWELVE BOX shall not be liable for any of the above circumstances, and the CUSTOMER hereby releases TWELVE BOX from all liability to third parties in respect of such circumstances.
In certain cases, TWELVE BOX offers the creation of a free website. This site includes a page, a photo, a logo and a text (1 A4 page maximum). Photos and logo must be supplied in high definition and cropped to the correct format. Any retouching is not included. Texts must be supplied in Word.
TWELVE BOX cannot be held responsible for content imposed by the customer. Except in the case of special conditions (or specific pricing formulas), the cost of hosting the website and the domain name shall be borne by the CUSTOMER. The domain name must be reserved by TWELVE BOX. A more elaborate site (several pages and photos) may be applied depending on the CUSTOMER's Price Plan. In the event of non-payment of invoices, the site may be suspended, removed from the web and/or destroyed.
TWELVE BOX, within the framework of its services, acts as an intermediary / service provider for its CUSTOMER, and not as an agent.
The contract established between TWELVE BOX and its CUSTOMER relates only to the hirings and services provided by TWELVE BOX, this last never being able to be held for person in charge in the event of fraud, bankruptcy, prohibition or condemnation of the CUSTOMER.
TWELVE BOX undertakes to comply with the ethical rules customary in the profession. TWELVE BOX may terminate the contract if it becomes aware that the CUSTOMER is engaged in activities that are prohibited, dubious, philosophically unacceptable or in complete contradiction to the principles of TWELVE BOX. TWELVE BOX may in such cases, and only in such cases, spontaneously inform the relevant authorities.
The non-use for a certain time or from time to time by TWELVE BOX of a right which is conferred to him by the present contract will not be able to in no case to be regarded as a renunciation of this right.
A formal service agreement has been drawn up between the various parties concerned.
When a domiciliation contract is concluded, a certificate of domiciliation is issued to the manager and/or beneficial owner, who undertakes to update/maintain all information and changes relating to his company (UBO, BCE, VAT, BCE, BN, change of manager/address/account/, ...) and to keep TWELVE BOX informed of these.
As a PSS (Provider of Services to Companies) registered with the Ministry SPF Economy, TWELVE BOX will carry out an annual verification of this data. TWELVE BOX cannot be held responsible for the customer's failure to update legal administrative information (BCE,UBO,...) and may decide to have the company's address removed from the list and inform the relevant authorities.
All our contracts are governed exclusively by Belgian law.
The courts of Brussels shall have exclusive jurisdiction over all disputes arising out of or in connection with the interpretation or performance of this contract. All legal proceedings shall be conducted exclusively in the French language, irrespective of the plaintiff.