Privacy Policy

Your privacy is important to us. It is Evolution21 by Karine Bonjean BV’s policy to respect your privacy regarding any information we may collect from you across our website, https://kb-evolution21.com/, and other sites we own and operate.

We only ask for personal information when we truly need it to provide a service to you. We collect it by fair and lawful means, with your knowledge and consent. We also let you know why we’re collecting it and how it will be used.

We only retain collected information for as long as necessary to provide you with your requested service. What data we store, we’ll protect within commercially acceptable means to prevent loss and theft, as well as unauthorised access, disclosure, copying, use or modification.

We don’t share any personally identifying information publicly or with third-parties, except when required to by law.

Our website may link to external sites that are not operated by us. Please be aware that we have no control over the content and practices of these sites, and cannot accept responsibility or liability for their respective privacy policies.

You are free to refuse our request for your personal information, with the understanding that we may be unable to provide you with some of your desired services.

Your continued use of our website will be regarded as acceptance of our practices around privacy and personal information. If you have any questions about how we handle user data and personal information, feel free to contact us.

This policy is effective as of 30 July 2020.

Non-disclosure agreement

This non-disclosure agreement (hereinafter: “NDA”) is entered into by and between:

BV EVOLUTION21 BY KARINE BONJEAN, with registered seat at 2800 MECHELEN, Wayenborgstraat 24, registered in the crossroad bank of enterprises under company number  0830.797.674, here legally represented by Karine Bonjean in his/her function of director

Article 1. BACKGROUND

The Disclosing Party wishes to disclose to the Recipient, and wishes to ensure that the Recipient maintains the confidentiality of the Disclosing Party’s Confidential Information. In consideration of the benefits to the Parties of disclosing and receiving the Confidential Information, the Parties have agreed to comply with the following terms in connection with the use and the disclosure of the Confidential Information.

The disclosure of Confidential Information by the Disclosing Party is not to be considered as an obligation on the part of the Disclosing Party to enter into any further contract in connection with the Purpose, nor any other project, product or service to which the Confidential Information relates. No binding offer under Belgian law will be made unless explicitly stated in writing.

Article 2. DEFINITIONS

The following definitions shall apply to this NDA:

“Confidential Information” means all information of a confidential nature revealed by or through the Disclosing Party (whether or not communicated in writing, orally, electronically or by any other means) to the Recipient, including but not limited to:

1. Any information explicitly referred to as confidential by the Disclosing Party;
2. All information concerning the design, sampling, manufacture, work processes and (design) drawings of Evolution21 by Karine Bonjean designs;
3. The (existence and) content of all discussions and negotiations between the Parties concerning the Purpose and the status of those discussions and negotiations;
4. All forms and types of financial, business, scientific, research, technical, economic, competitively sensitive or marketing information;
5. Any information relating to:

– The business, affairs, customers, clients, suppliers, plans, intentions, Representatives or market opportunities of the Disclosing Party, including personal data;

– The operations, product information, intellectual property rights, software programs, know-how, designs or trade secrets etc. of the Disclosing party, in whatever form and regardless of whether marked or designated as confidential or proprietary;

1. Information traditionally recognized as proprietary trade secrets;
2. Any information of which the Recipient reasonably ought to know to be of confidential nature or that would be regarded as confidential by a reasonable business person;
3. Any information or analyses derived from the Confidential information.

Shall not be considered Confidential Information, any information that:

• is or becomes generally available to the public (other than as a result of its disclosure by the Recipient or its Representatives in breach of this NDA), except that any compilation or otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information;
• was lawfully in the possession of the Recipient before the information was disclosed by the Disclosing Party, as evidenced by written records;
• the Disclosing Party explicitly stated in writing not to be of a confidential nature.

“Purpose” means to use the disclosed Confidential Information for the purpose of establishing commercial agreements and fulfilling contractual obligations under those agreements.

“Representative” means employees, independent staff members, agents, officers, advisers and other representatives of the Recipient.

Article 3. OBLIGATIONS OF CONFIDENTIALITY

The Recipient shall keep the Disclosing Party’s Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall not:

• use or exploit the Confidential Information in any way except for the Purpose;
• disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this NDA;
• copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose. Any such copies, reductions to writing and records shall be the property of the Disclosing Party;
• use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business.

 The Recipient furthermore agrees to (i) provide adequate protection from unauthorised disclosure, copying or use of the Confidential Information, and treat the Confidential Information with at least the same degree of care it uses to protect its own confidential and proprietary information of a similar nature, (ii) keep separate the Confidential Information from all documents and other records of the Recipient, (iii) keep a written/electronic record of any document or other Confidential Information received from the Disclosing Party in tangible form and any copy made of the Confidential Information and (iv) ensure that any document or other record containing Confidential Information shall be kept at its premises at Karine Bonjean BV headquarters and shall not remove or allow to be removed such document or records from its premises.

The Recipient may only disclose the Disclosing Party’s Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose. The Recipient will:

(a)  inform its Representatives of the confidential nature of the Confidential Information, prior to any disclosure;

(b)  ensure compliance with the terms of this NDA by all of its Representatives receiving Confidential Information;

(c)  submit its Representatives to a written confidentiality agreement consistent with the terms of this NDA;

(d)  at all times be liable for the failure of any of its Representatives to comply with the terms of this NDA;

(e)  keep a written record of all Representatives who receive Confidential Information.

Article 4. PERMITTED DISCLOSURE

Confidential Information may only be disclosed by the Recipient:

• with the prior written consent of the Disclosing Party;
• pursuant to a legal obligation as stated under this article of this NDA;
• when otherwise explicitly permitted under this NDA.

The Recipient may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that the recipient:

(a)  gives the Disclosing Party detailed prior notification of that disclosure, in order for the Disclosing Party to be able to take all legally permissible measures to prevent mandatory disclosure;

(b)  helps the Disclosing Party with all legally permissive measures in the Disclosing Party’s power to prohibit this mandatory disclosure.

Article 5. RETURN OF INFORMATION

Upon the Disclosing Party’s first request, the Recipient shall at discretion of the Disclosing Party:

• return to the Disclosing Party, destroy or render unusable, and discontinue the use, of any Confidential Information in the Recipient’s possession, including all copies and other materials reflecting, incorporating, or based on the Disclosing Party’s Confidential Information;

(b)  erase the Confidential Information from its computer systems and other data carriers, including back-up systems;

(c)  certify in writing by senior management to the Disclosing Party that it has complied with the requirements of this clause. 

The Recipient may, however, retain a copy of Confidential Information to the extent required by law or any applicable governmental or regulatory authority. 

If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing party’s Confidential Information, the Recipient shall, at the written request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party’s Confidential Information has not been used or disclosed in order to develop or use that product or process.

Article 6. PROPERTY OF CONFIDENTIAL INFORMATION

The Disclosing Party reserves all rights in its Confidential Information. No rights in respect of the Confidential Information and intellectual property are granted to the Recipient and no obligations are imposed on the Disclosing Party other than those expressly stated in this NDA. In particular, nothing in this NDA shall be construed or implied as obliging the Disclosing Party to disclose any specific type of information under this NDA, whether Confidential Information or not.

 Article 7. WARRANTY

The Disclosing Party does not make any warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information granted by this NDA.

Recipient shall be responsible for ensuring that it fully understands the Confidential Information and that it shall, in case of doubt relating to the completeness or accurateness of the Confidential Information pose all necessary questions to the Disclosing Party, in order for the Recipient to be able to form an opinion relating to the Purpose.

Article 8. LIABILITY

Any breach of this NDA by the Recipient shall give rise to a penalty of €50,000.00 without prejudice to Disclosing Party’s right to claim higher damages, in accordance with the following paragraph.

The Recipient shall be liable to the Disclosing Party for all liabilities, costs (including legal costs), expenses, damages and losses including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other costs and expenses suffered or incurred by the Disclosing Party, arising from any breach of this NDA by the Recipient and from the actions or omissions of any Representative of the Recipient.

Article 9. TERM AND TERMINATION

This NDA takes effect on the date of signature of this Confidentiality Agreement and will continue for a period of 5 years after realisation of the Purpose (signature of the commercial contract). In the event any subsequent agreement concluded between Parties does not contain a confidentiality obligation, this NDA will remain in full force and effect for the duration of the subsequent agreement and for a period of 5 years after.

If either Party decides not to become or continue to be involved in the Purpose with the other Party it shall notify the other Party thereof immediately in writing. The obligations of each Party shall, notwithstanding any earlier termination of negotiations or discussions between the Parties in relation to the Purpose, continue for a period of 5 years from that written notification.

Termination of this NDA shall not affect any accrued rights or remedies to which either Party is entitled.

Article 10. MISCELLANEOUS

Entire agreement and variation

This NDA constitutes the entire agreement between the Parties and replaces all of the Parties’ previous understandings, agreements and proposals, whether orally or in writing, relating to the disclosing and receiving of Confidential Information. 

Amendments to the NDA are only valid if these are agreed in writing and signed by the authorized representatives of both Parties.

No waiver

The failure or neglect of a Party to enforce any rights or impose any sanctions under this NDA will not be deemed to be a waiver of that Party’s rights. A waiver is only effective if given in writing by the Party waiving its rights. Such waiver can never be interpreted as a waiver of any other right or claim under this NDA.

Assignment

Neither Party may assign or transfer this NDA without the prior written consent of the other Party.

Notices

Any notice or other communication required to be given under this NDA will be sent by registered mail, or by recognized delivery service providing traceability, to the Party to be notified at its address, mentioned in this Agreement.

Each Party remains responsible for notification, as described above, of its occurring change(s) of address(es).

 

Independent contractors 

The relationship of the Parties will be that of independent contractors and the Parties agree that this NDA does not establish a joint venture, agency relation, or partnership. Nothing contained in this NDA will be construed to establish a relationship that would allow a Party to make representations or warranties on behalf of another except as expressly set forth herein.

 

Non-solicitation

During the term of this NDA, and for twelve (12) months after termination or expiry of this NDA, Recipient will not, without the prior written consent of the Disclosing Party, either directly or indirectly on Recipient’s own behalf or in the service on behalf of others, solicit or attempt to solicit, divert or hire away any person employed by the Disclosing Party or any customer of the Disclosing Party.

If the Recipient, in violation of the above, employs, contracts or otherwise works together with such person employed by the Disclosing Party, the Recipient shall pay to the Disclosing Party an amount of  €50,000.00. The sum shall be due and payable on the date that the person is employed, contracted or otherwise works together with the Recipient.

 Governing law and jurisdiction

 This NDA shall be construed in accordance with and governed by the laws of Belgium.

 In the event of disputes concerning the conclusion, execution and/or interpretation of this NDA, the Parties commit themselves to enter into good faith discussions with a view of resolving the dispute amicably.

 The parties irrevocably agree that the courts of Antwerp, Division Antwerp shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this NDA or its subject matter or formation (including non-contractual disputes or claims).