General terms and conditions: Project sourcing agreements

Article 1 : Scope
These general terms and conditions apply to all offers, commissions and agreements regarding the performance of services by the Contractor.

Article 2: Good practice
As a certified project sourcing agency, the Contractor operates in accordance with the legal regulations applicable to project sourcing agencies (code of conduct Federgon) and in accordance with the law on the protection of privacy. Information can only be collected with the candidate's consent. If the CV explicitly states a fact, this serves as implicit permission.

Article 3 : Obligation-free offers
All quotations and offers of the Contractor are without obligation. The quotation or offer can in no way be construed as conferring a right should the project team to whom the quotation or the offer relates no longer be available in the interim.

Article 4 : Provision of information and care
1. The Client shall furnish the Contractor with any information that might reasonably relate to the services in a timely manner.

2. The Client is obliged to correctly and carefully treat the project team nominated by the Contractor to provide the services and the information provided following this nomination. This also means that the Client is obliged to furnish the Contractor with a report of the discussions within a reasonable time after the introductory meeting has taken place.

Article 5 : Liability
1.The commitments entered into by the Contractor are resource commitments. The liability of the Contractor is strictly limited to the services or projects entrusted to it. The Contractor is not responsible for the consequences of errors, mistakes or omissions made by the Client based on the Order entrusted to the Contractor, nor for errors, damages or losses by the Client, by the Contractor or by a third party. The Client indemnifies the Contractor and the Executor(s) against damage and liability towards third parties.

2. If and in so far as the Contractor is nevertheless in any way liable, the liability for indirect damage is in any case excluded. Any liability is also limited to the flat-rate sum of the individual Order. Furthermore, the liability of the Contractor will in any event never exceed the amount that is reimbursed by the Contractor's insurer.

3. The Client is fully responsible to the Contractor for any damage to property and/or persons as well as any loss or theft of the Contractor’s assets, its employees or Executor(s) or data that would result from an act of the Contractor, its employees or Executor(s).

Article 6 : Non-solicitation provision
The Contractor shall, for a period of 12 months after reaching a collaboration agreement, refrain from approaching the Client's employee(s) with the intention of soliciting such employee(s) for another employer, unless such employee takes the initiative by demonstrably making it known that he/she wishes to accept a position elsewhere.

Article 7: Confidentiality
Both parties are obliged to keep confidential all information obtained from each other in the context of their agreement, or from another source.

Article 8: Non-competition clause
1. If the Client rejects the project team presented by the Contractor or the project team refuses the Client's offer and within 12 months after the first presentation of the project team by the Contractor to the Client an employment contract or collaboration agreement is nevertheless concluded between the Client and a member of the project team, the Client in question is liable to pay fixed damages. This amounts to 100 times the normal day rate as specified in the subagreement, without prejudice to the Contractors' right to demand additional damages when additional damage can be proven.
2. The Client is prohibited from passing on information about members of the project team to third parties or introducing members of the project team to third parties. If the Client violates this prohibition, it is liable to pay fixed damages as specified in paragraph 8.1. This article is applicable from the time of the initial contact between the Client and the Contractor, even before the effective start of assignment. This article is also applicable to all members of the project team nominated by the Contractor.

Article 9: Prohibition to propose a salary
For the whole duration of the agreement and a term of 12 months following termination, the Client undertakes to not offer a contract of employment or a collaboration agreement to the consultant. If the Client violates this article without the Contractors' prior consent, the Client shall be obliged to pay fixed damages of 100 times the normal day rate as specified in the subagreement.

Article 10 : Payment and additional costs
1. the Contractors' invoices are payable upon receipt, net and without discount. In case of payment other than cash, money transfer, debit or cheque, the collection costs shall be borne by the Client. In the absence of payment upon receipt of the invoice, qn interest at the rate of 0.85% per month is lawfully due without prior notice of default as well as fixed damages to the amount of 15% of the owed sums, with a minimum of 125€ per invoice. The Contractors' bills of exchange cannot change these arrangements and shall not create a novation of the debt. The project team is not authorised to collect invoices.
If the Client fails to perform its lawful or contractual (i.e. special and general) obligations, including non-payment, the Contractors invoices are immediately due and payable and it has the right, without being liable for payment of any damages, to regard the current contracts as having been dissolved. The Client shall completely indemnify the Contractor against all adverse consequences that the Contractor may suffer in this regard.
All complaints regarding invoices must reach the Contractor within eight days after the invoice date by means of q motivated, registered letter. After this deadline, any complaints are inadmissible.

2. When in the performance of the agreement, at the Client's request, the object of the performance were to be amended (or when the profile of the commission changes), the initial price shall be increased in keeping with the additional work requested. When the Client requests additional services that have not been described in the agreement, they will form the subject of an appendix, with separate invoicing.

Article 11 : Dissolution of the agreement
Upon unilateral termination of the agreement the Client is, on the basis of Article 1226 and following of the Civil Code, liable to pay fixed damages to the Contractor corresponding to the sum of the Contractors invoices that would have been due if the agreement had been fully executed. This also applies in the event of the invalidity of the agreement between the Client and the Contractor as a result of non-compliance with legal obligations by the Client, or as a result of erroneous information having been provided by the Client at the time of reaching the agreement. The Contractor has the right to demand higher damage, provided it can prove the extent of such damage. This is no longer possible when the Client can prove, in an adequate manner, that the Contractor has been demonstrably negligent in performing the commission.

Article 12: No digression from the terms and conditions
These general terms and conditions may not contain any deletions whatsoever and shall prevail over any other conditions. A reference by the Client to its own terms and conditions shall be of no effect. An exception to the general terms and conditions is possible only if agreed in writing.

Article 13 : Applicable law and competent court
The agreement between the Client and the Contractor, their interpretation and the performance are subject to Belgian law. Any dispute shall only be settled by the courts of Antwerp. However, the Contractor also has the right to sue in the court that would have jurisdiction under common law.