These terms and conditions shall apply to the provision by Valueselling, of consultancy services as described in this Quotation,
hereinafter called the Services.
- DEFINITIONS
1.1. “Charges” means the charges to be paid by Customer for the Services and which are specified in this Quotation.
1.2. “Customer” means the recipient of Services from VALUESELLING.
1.3. “Order” means an Order for Services placed by Customer subject to these terms and conditions for Services pursuant to this
Quotation.
1.4. “Quotation” means this quotation for the Services submitted by VALUESELLING to Customer.
1.5. “Services” means the services to be provided by VALUESELLING as specified in this Quotation.
1.6. “Timetable” means the timetable within which VALUESELLING will perform the Services and which is specified in this
Quotation.
- APPLICATION
2.1. These terms and conditions shall constitute the entire understanding between the parties relating to the Services to be
provided hereunder, and shall supersede any previous communication, representation or agreements by either party whether
oral or written relevant to the Services. Customer’s additional or different terms and conditions shall not apply. No change
to any of the terms and conditions herein shall be valid unless in writing and signed by an authorized representative of each
party.
- OBLIGATIONS OF VALUESELLING
3.1. VALUESELLING shall use all reasonable efforts to provide the Services in accordance with the Timetable, but shall not be
liable for any failure to meet the Timetable.
3.2. The Services shall be performed during normal working hours from Monday through Friday, excluding VALUESELLING
holidays. A working day is, unless specified otherwise, composed of eight (8) hours, to be delivered between 07:30 and
18:30 in agreement between Customer and VALUESELLING. VALUESELLING may select any suitably qualified person(s)
including subcontractors to perform the Services. VALUESELLING shall be responsible for the performance of any
subcontractors which it appoints.
- OBLIGATIONS OF CUSTOMER
4.1. Customer acknowledges that VALUESELLING’s ability to perform the Services is dependent upon Customer’s full and timely
co-operation with VALUESELLING as well as the accuracy and completeness of any information and data Customer provides
to VALUESELLING. Therefore, Customer shall:
4.1.1. provide VALUESELLING with access to, and use of, all information, data, documentation, computer time,
facilities, working space and office services deemed reasonably necessary by VALUESELLING to provide the Services;
and
4.1.2. appoint a representative who shall provide professional and prompt liaison with VALUESELLING, have the
necessary expertise and authority to commit Customer, and be available at all times when the Services are being
provided by VALUESELLING at Customer’s premises.
4.2. Customer shall be responsible for maintaining an external procedure for the reconstruction of lost or altered files, data, or
programs to the extent deemed necessary by Customer, and for actually reconstructing any such materials.
- FORCE MAJEURE
5.1. VALUESELLING shall not be liable for delays or failure in performance due to unforeseen circumstances or causes beyond
VALUESELLING’s reasonable control, including but not limited to any industrial dispute. In the event of such nonperformance
continuing for more than three (3) months, either party may by giving written notice terminate the provision of
further Services.
5.2. Should any delay be caused by the default, act or omission of Customer or Customer’s servants, agents, employees or
subcontractors, then VALUESELLING may recover any additional costs, charges or expenses incurred by VALUESELLING
as a result of such delay.
- CHARGES AND PAYMENT
6.1. The Charges are as stated in this Quotation and are valid for thirty (30) days from the date of this Quotation. The Charges
exclude Value Added Tax, which shall be added to each invoice at the rate applicable at the date of such invoice.
6.2. Customer shall pay all invoices within 15 (fifteen) days from the date of invoice unless otherwise specified. Should any sum
due to VALUESELLING remain unpaid after 10 (ten) days from the date of written notice to the Customer, VALUESELLING
shall not be obliged to continue performance under this Quotation with Customer. VALUESELLING shall be entitled to
interest on the amount due at the legal rate calculated from the date due plus to a lump sum indemnity of 10% of the invoice
amount, and to recover its expenses including legal fees and costs of collection.
6.3. VALUESELLING shall have the right to change payment terms specified herein at any time, if Customer’s financial condition
or previous payment record so warrants.
- CHANGES IN OBLIGATIONS
7.1. Either party may request variations to any part of the Order and the obligations contained herein. All such requests must be
made in writing.
7.2. VALUESELLING shall notify Customer in writing as soon as is reasonably possible following receipt of a written change
request from Customer or the making of a written change recommendation from VALUESELLING, with an estimate of the
costs involved and the time required to investigate the proposed change. If Customer instructs VALUESELLING to proceed
with such investigation, VALUESELLING may charge the costs incurred in such investigation, whether or not such change
is implemented.
7.3. VALUESELLING shall advise Customer in writing of the results of its investigation, giving the effects upon the Charges, the
Timetable, the payment terms, and other contract matters, including any required change to the obligations of Customer,
should the variation be implemented.
7.4. If Customer wishes to proceed with the variation, Customer shall instruct VALUESELLING in writing to that effect within 15
(fifteen) working days of receipt of such advice, and the Order shall then be deemed modified accordingly.
7.5. Until such time as any variation is formally agreed in writing and signed by an authorized representative of each party,
VALUESELLING shall continue to perform and to be paid as if such variation had not been requested or recommended.
7.6. If VALUESELLING makes a recommendation, which Customer at its discretion does not wish to adopt, then Customer’s
refusal to implement the change shall not excuse VALUESELLING from performance of its obligations under these terms
and conditions, except where to continue such performance would contravene any law(s) or regulation(s).
- CONFIDENTIAL INFORMATION
8.1. Each party shall protect against any unauthorised disclosure of the information of the other party which is clearly designated
in writing as being confidential (hereinafter referred to as “Confidential Information”) by using the same degree of care as it
takes to preserve and protect its own confidential information of a similar nature, but in no event shall this be less than a
reasonable degree of care. Such obligation shall continue for the duration of the Order and for two (2) years thereafter.
8.2. In the event of oral disclosure of Confidential Information, such information shall be treated in accordance with the provisions
of this Clause from the time of disclosure, and the information disclosed shall be summarised in writing, marked as being
Confidential Information and sent to the other party within ten (10) working days of the initial oral disclosure.
8.3. A receiving party shall not be required to treat as confidential any information which is already in its possession, or becomes
publicly available, is independently developed by it, or is lawfully obtained from third parties without any restriction on
disclosure.
8.4. VALUESELLING may pass Confidential Information to its subsidiaries in which event:
8.4.1. these companies may only use the Confidential Information for the purposes of this Clause; and
8.4.2. VALUESELLING hereby warrants that these companies will abide by the terms of this Clause.
8.5 The disclosing party warrants that it has the right to disclose any Confidential Information provided to the other pursuant to
the provision of the Services.
8.6 In the event of termination of any Order the receiving party shall destroy or return to the disclosing party all Confidential
Information received pursuant to the provision of the Services together with all partial or complete copies thereof.
- INTELLECTUAL PROPERTY RIGHTS
9.1. All copyright and other intellectual property rights existing prior to the date of the Order shall vest in their originator absolutely.
9.2. Customer hereby grants VALUESELLING a non-exclusive, world-wide, royalty-free licence to Customer’s pre-existing
copyright and other intellectual property rights to the extent necessary for VALUESELLING to perform its obligations under
the Order and will indemnify VALUESELLING fully against any breach of this Clause.
9.3. Customer warrants that it is able to grant VALUESELLING all necessary rights and licences in respect of any third party
intellectual property rights licensed to Customer to the extent necessary for VALUESELLING to perform its obligations under
the Order and will indemnify VALUESELLING fully against any breach of this Clause.
9.4. VALUESELLING shall own all intellectual property rights, title and interest in any ideas, concepts, know-how, documentation
or techniques developed hereunder. VALUESELLING hereby undertakes to grant Customer upon request on such terms
as may be agreed such licence(s) as are necessary to enable Customer to make use of the same solely for Customer’s own
internal purposes.
9.5. All documentation, educational material and all other written information in any form, including electronic, made available by
VALUESELLING prior to or during the provision of the Services are protected by VALUESELLING copyright. All such
materials are provided for the sole use of Customer and may not be copied or reproduced in any form without the prior written
consent of VALUESELLING. All authorised copies shall carry VALUESELLING’s approved copyright notice.
- WARRANTIES
10.1. VALUESELLING shall perform the Services in a professional manner in accordance with generally recognised commercial
practices and standards.
10.2. Due to the consultative nature of the Services, VALUESELLING makes no warranties of any kind for the Services performed
with the exception of that contained in Clause 10.1. VALUESELLING specifically disclaims all warranties implied by law
concerning merchantability or fitness for purpose. VALUESELLING shall not be responsible for any business decisions
made, or actions taken by Customer based on any part of the Services.
- REMEDIES AND LIABILITIES
11.1. The remedies in this Agreement are Customer’s sole and exclusive remedies.
11.2. To the extent VALUESELLING is held legally liable to Customer, VALUESELLING’s liability is limited to:
payments described in Section 13.2 below.
damages for bodily injury.
direct damages to tangible property up to a limit of €10.000,00.
11.3. Notwithstanding Section 11.2 above, in no event will VALUESELLING or its affiliates, subcontractors and suppliers be liable
for any of the following:
damages for bodily injury.
actual loss or direct damage that is not listed in Section 11.2 above.
damages for loss of data, or Software restoration.
damages relating to Customer’s procurement of substitute products or services (i.e., “cost of cover”).
indirect or consequential damages, including downtime costs or lost profits but excluding damages for bodily injury and
payments described in Section 11.2 above.
11.4. The Deliverables are not specifically designed, manufactured or intended for sale as parts, components or assemblies for
the planning, construction, maintenance, or direct operation of a nuclear facility. Customer shall be solely liable if any
Deliverables purchased or licensed by Customer are used for these applications. Customer shall indemnify and hold
VALUESELLING harmless from all loss, damage, expense or liability in connection with such use.
- NON-SOLICITATION
12.1. Neither party shall directly or indirectly solicit or offer employment to any of the other party’s personnel associated with the
Services performed hereunder while such Services are being performed and up to six (6) months after completion of the
Services or termination of the Order whichever is later.
12.2. In the event of any breach of this Clause the party in breach shall pay compensation to the other party equivalent to six (6)
months of the new employee’s gross salary.
- DURATION AND TERMINATION
13.1. Either party may terminate the Order, by notice in writing, in the event of:
13.1.1. breach by the other of any material obligation hereunder and failure to remedy such breach within 30 (thirty)
days of receipt of written notice to do so; or
13.1.2. any proceedings in bankruptcy, insolvency or winding up by or against the other party or the appointment of
an assignee for the benefit of creditors or of a receiver or of any similar situation arising.
13.2. Should the customer decide to cancel the program as developed with the approval of the customer, cancellation fines will
apply.
When the cancellation is communicated to VALUESELLING not earlier than 14 days before the delivery of the program, the
full amount for the entire program as it was developed will be charged to the customer. Pre-payments will not be reimbursed
in case late cancellation. When the communication of cancellation is done one month prior to delivery, 50 % of the total fee
for the entire program shall apply.
- MISCELLANEOUS
14.1. VALUESELLING may provide the same or similar services to other customers.
14.2. Neither party may assign any rights or obligations hereunder without the prior written consent of the other party.
VALUESELLING may, however, assign any rights and obligations hereunder to another VALUESELLING entity at any time
subject to written notice.
14.3. Any required notices shall be given in writing at the registered address of each party or such other address as either party
may substitute by written notice to the other.
14.4. VALUESELLING’s failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of
such rights.
14.5. The invalidity or unenforceability of any provision of these terms and conditions shall not affect the validity or enforceability
of any other provision of these terms and conditions which shall continue in full force and effect except for any such invalid
or unenforceable provision.
14.6. These terms and conditions and the Order shall in all respects be governed by and construed in accordance with the laws
of Belgium. The courts of Brussels shall have exclusive jurisdiction in all matters pertaining to or arising there from.
