General
These General Terms and Conditions apply to all services provided by the Professional.
From the commencement date, all professional relationships between the parties are in any case governed by these General Terms and Conditions.
The Practitioner bears no responsibility whatsoever for the events that have occurred, either before the commencement of the contract concluded or after the contract has expired.
Rights and obligations of the professional
The Professional carries out the assignments entrusted to him in complete independence in a conscientious, dignified, honest, faithful, and discreet manner. The same applies to the persons employed by him.
The Professional Practitioner's obligation towards the Client is always an obligation of means, except with regard to meeting the statutory deadlines.
The Professional Practitioner is not obliged to check the correctness and completeness, nor the reliability of the customer databases or communication materials and supporting documents of all kinds which are entrusted to him or presented by the Client as being evidential documents or as documents that are regarded as should serve as such.
The Professional is bound by professional secrecy which, subject to very limited exceptions, prohibits him from disseminating any information about the Client that he obtains as a result of the provision of his services.
Rights and obligations of the client
With a view to executing the assignment given to the Professional, the client undertakes to cooperate with him and to provide him with all necessary information accurately, timely, and completely in accordance with what is agreed in the intake interview between the parties. On the occasion of the first intake interview, deliverables are clearly defined, registered, and agreed upon by the client.
The Client must provide the Professional Practitioner access to the necessary data and systems.
In the event that the Client fails to provide the relevant information and explanations necessary for the proper execution of the assignment in a timely manner, this will lead to the impossibility of providing or finalizing the services, in which case the Professional will, without prior notice, has the right to discontinue the provision of the services or to terminate the agreement with immediate effect.
In such a case, the professional will be released from any liability for non-compliance with the time limits imposed by law, regulations, and agreements that fall within the scope of his assignment and is sufficient to relieve the Professional from his obligations and this without any formality.
Payment and default
The hourly rates stated in the order letter represent the delivered services, which will be invoiced either a) at the end of each week, or b) at the end of the month.
In the event that the Client opts for the flat rate after the first period of three months and if the factual circumstances are incompatible with the amount of the flat rate used by the Professional – in particular, if more services are required than those on which the estimate of the flat rate was based – the amount of the lump sum can be adjusted in mutual consultation or the cooperation can be terminated at the initiative of the Professional. In other words, the lump sum can be adjusted in proportion to the evolution of the work volume.
The following are excluded from the hourly rates stated in the order letter or the fixed-rate agreed between the parties:
- the costs advanced by the Professional in the name and for the account of the Client: for example the cost of specific software tools or services that need activation, travel expenses, hotel costs and other costs of various kinds. These costs will be billed separately by the Practitioner;
Time and method of payment:
Weekly invoicing. The Client must pay the amount due within a period of seven calendar days after receipt of the invoice by making a separate payment to the amount stated on the invoice account of the Client.
Other invoicing: these invoices are payable by the Client within 7 calendar days of the invoice date, unless a longer payment term has been permitted in writing.
Default procedure:
In the event of non-payment by the Client, the Professional will initially send (a maximum of) three payment reminders (letters) requesting the Client to settle the outstanding balance. For the second and third payment reminders, a fixed cost of EUR 10.00 per letter will be charged.
If no response is received within the stipulated period, the Professional will hand over the file for further legal follow-up, resulting in additional costs for the Client, as stated below.
In the event of non-payment of the amounts due, the Professional reserves the right to cancel the contract or suspend his performance until the debt has been fully settled.
In the absence of full payment within the foreseen payment term, the Client will automatically and without prior notice of default owe a default interest of two percent per month, calculated from the due date, whereby each calendar month started is charged for a full month.
In addition to the anticipated late interest, the Client will also be charged a fee as a lump-sum reimbursement for the administration and collection costs incurred to collect the amounts owed, consisting of a fixed fee amounting to 10% of the total outstanding amount, with a minimum of 75,00 euros. The aforementioned amount is to be increased by the costs actually incurred for engaging third parties in order to obtain the amicable or judicial recovery of the amounts claimed.
In the event of non-payment or in the event that the Client applies for a judicial settlement, is summoned to bankruptcy or requests a postponement of payments and if the payment of invoices becomes doubtful, the Client itself loses the benefit of longer payment periods that would be allowed to him/her. Non-payment on the due date of a single invoice makes the balance due on all other invoices, even those not overdue, immediately due and payable by operation of law.
Payments are always first settled with the interest due pursuant to these terms and conditions, then with the administrative fees and collection costs, and only then with the outstanding balance of the invoice(s), whereby the oldest outstanding amounts are settled first.
Protest:
If the Client disputes an invoice in whole or in part, this must be done in writing within a period of 7 working days from the date of dispatch of the fee note/invoice. After the aforementioned period, the claim is considered final and the amount is indisputably due.
Only an expressly motivated protest will be taken into account. Merely contesting without giving any reason is invalid and therefore without effect.
Duration and termination of the agreement
Duration
- Recurring assignments (= the assignments consisting of successive performances of the same nature that must be performed against certain deadlines known in advance): the agreement is deemed to have been entered into for an indefinite period on the commencement date as stated on the signed assignment letter.
- Non-recurring assignments (individual assignments, other than those mentioned above): unless otherwise agreed, the agreement with regard to non-recurring assignments is concluded for a definite period and ends with the performance of the service.
End
The Professional Practitioner and the Client may terminate this agreement at any time by means of a registered letter of termination.
Termination of the agreement subject to prior notice:
A notice period of one month must be observed, counting from the first day of the month following the date of sending the registered letter.
During the notice period, the provisions of the engagement letter and these general terms and conditions remain in full force and effect.
Termination of the agreement without notice:
The agreement can be terminated without notice in the following cases:
- subject to the written agreement of the parties to terminate the agreement and this without prior notice;
- if circumstances arise that justify the termination of the contractual relationship on the part of one of the parties;
- when the continuation of the agreement puts the Professional in a position that conflicts with deontological, professional, and legal standards;
- if one of the parties is guilty of criminal offenses;
- in the event of a material and persistent breach of the provisions of this Agreement, which is irreparable or which, if recoverable, is not remedied within 30 calendar days of a request to that effect;
- in the event of insolvency or if a party is unable to pay its debts or has been appointed an administrator or liquidator, or convenes a creditors' meeting or, for any reason, ceases its activities;
- subject to payment of a cancellation fee that corresponds to the fees due for the duration of the notice period (1 times the monthly bill of fees).
Liability
The Professional provides the services with due care and in accordance with the applicable professional rules and legal provisions. The Professional is only liable for the application of the legal and administrative regulations, legal doctrine, and case law, in force at the time of the execution of the assignment.
The services to be provided are, unless the legal and administrative deadlines are met, best efforts obligations. The Practitioner can only be held liable in the event of proven negligence, willful misconduct, or fraud.
Unless otherwise provided by law, any claim based on or in connection with the agreement will only be validly instituted within three years from the act or omission invoked against the Professional.
The Professional's liability is limited to three times the fees invoiced and paid for the services giving rise to liability and up to the amounts and cover included in the civil liability policy.
The Professional shall in no event be liable for any damage in any way caused by or in connection with fraudulent or negligent acts or omissions, false statements, or non-performance on the part of the Client or any third party.
The Professional is in no way liable for the professional shortcomings and errors that may have been committed by the previous consultant or anyone else before the entry into force of this agreement.
Subject to mandatory statutory provisions to the contrary, the Professional will in no event be liable for damages resulting from a) a loss of profit, goodwill, commercial opportunities, or expected cost savings or benefits and b) an indirect loss or damage.
Neither party will be liable to the other if the failure to fulfill its obligations is the result of circumstances beyond its reasonable control (= force majeure).
Privacy
The Practitioner strives to comply with the Data Protection Legislation when it processes information in connection with an identified or identifiable natural person in the performance of the contract.
The client agrees that the Professional may use his/her personal data as well as the personal data of his/her representatives/employees and directors for the provision of services as well as for various business purposes and that we may share the personal data with any local entity within our network, as well as with the service providers relied on by the Practitioner.
The Client undertakes to inform his/her representatives/employees and directors of the processing of their personal data for the aforementioned purposes. The Client guarantees that it has obtained the consent of these persons whose personal data is processed by the Professional.
Non competition
During the term of the agreement and for a period of twelve months following the termination of the services, the Client will not directly or indirectly entice or recruit any employee with whom the Client has had contact in the context of the agreement.
Any violation of this prohibition will give rise to compensation to be paid to the Professional corresponding to the actual damage suffered.
Royalty
The Practitioner reserves the copyright in everything he develops and delivers during this assignment (documents, advice, and the like, including those in electronic form). These remain the property of the Practitioner and may not be copied, made public, or provided to third parties by the Client without the Practitioner's prior consent.
Miscellaneous provisions
No waiver of any provision of the Agreement shall be effective unless in writing and signed by the waiving party.
Any amendment to the agreement will only have effect if it has been agreed in writing and signed by each party.
If any provision of the agreement, in whole or in part, is declared invalid or unenforceable, the relevant provision will be deemed not to form part of the agreement. Under no circumstances will the validity and enforceability of the remaining parts of the agreement be affected.
Dispute Resolution:
The Professional Practitioner and the Client must always inform each other of their grievances in writing and in advance with a view to attempting to reach an amicable settlement.
In the event that the attempt at reconciliation has not resulted in a positive outcome, the dispute will fall under the exclusive jurisdiction of the courts of Brussels.
The agreement is exclusively governed and interpreted in accordance with Belgian law.
The language of the administration of justice is the Dutch language.