Samurai at Work NV
Prins Boudewijnlaan 7A
B 2550 Kontich
VAT-number BE0421 435 997
RPR Antwerpen
2.1 Service Provider undertakes to perform the Services on behalf of the Client. The Client undertakes to pay the Service Provider the fee agreed between the Parties in the Service Agreement or, if no Service Agreement has been entered into, as otherwise evidenced.
2.2 The Client shall ensure that the Service Provider has access to the Client’s premises and to all documents containing information about the Client relevant to the performance of the Services.
2.3 The Client shall take all necessary measures to ensure the safety of the Staff. The Service Provider undertakes to comply with the obligations provided for in the Wellbeing Act of 4 August 1996 (Belgian Legislation). To this end, the Service Provider shall comply with all safety instructions, policies and guidelines of the Client and strictly ensure that the members of the Personnel also comply with them.
2.4 The Client shall make every effort to respond promptly and appropriately to all enquiries from the Service Provider for information, guidelines and instructions reasonably required by the Service Provider and the Staff to perform the Services.
2.5 The Client does not undertake any form of cooperation with the Personnel during the term of the Agreement and during the period of one year after the termination of the Agreement, under penalty of damages in the amount of 180 times the daily rate.
3.1 The Agreement is of indefinite duration.
3.2 Either Party may immediately terminate the Agreement at any time without being liable for compensation if the other Party commits a serious breach of its obligations under the Agreement and has not remedied the breach within a period of 15 days after receipt of a registered letter stating the breach and requesting remedy.
3.3 The Parties may terminate the Agreement at any time without justification by payment of a termination fee. Notice of termination shall be given by registered letter effective the day after the mailing date. The termination fee is calculated as follows: 50% of the fees and project steps that would remain payable by the Client after the date of termination of the Agreement if the Service Provider continued to perform the Agreement.
3.4 Service Provider shall be entitled to terminate the Agreement at any time by registered letter without notice or compensation and without prior judicial intervention in the following cases: (i) if any fee due by the Client under the Agreement has not been paid on the due date, has not been protested and remains unpaid after the expiry of a period of 15 days following the first written payment reminder by registered letter from the Service Provider, (ii) in case of a change of control over the Client as defined in article 5 of the Belgian Company Code, (iii) in the event the Client has applied for a moratorium, or is in a state of bankruptcy, liquidation, application for composition with creditors or cessation of payments, or his credit has been shaken or is manifestly insolvent, (iv) in the event of the dissolution and/or liquidation of the Client, (v) in the event the Client refuses to provide the requested information or in the event the Client has provided incorrect and/or false information.
3.5 The termination of the Agreement in accordance with the foregoing provisions does not relieve the Client of its obligation to reimburse the Services already provided by the Service Provider.
3.6 The rights of the Parties to terminate the Agreement in accordance with this article shall not affect the other rights or courses of action of the Parties.
4.1 The rates of the Service Provider as stipulated in the Service Agreement or otherwise, if no Service Agreement has been signed, are exclusive of VAT and are subject to indexation and will, at the discretion of the Service Provider, be adjusted to the fluctuations of the CPI and this annually on the anniversary of the Agreement, according to the following formula: Base rate x new index figure / Commencement index figure. For the purposes of this formula, (i) Base Rate: the rates as stipulated in the Service Agreement or otherwise, if no Service Agreement has been concluded, (ii) Commencement Index: the index figure of the month prior to the date of the Agreement, and (iii) New Index Figure: the index figure of the month of the anniversary of the Agreement. Rates are subject to statutory indexations and are subject to annual revision.
4.2 All invoices of the Service Provider are payable no later than 30 days invoice date. Lack of written protest of an invoice within 8 working days from its dispatch shall constitute irrevocable acceptance of the invoice. The expiry of the payment term puts the Client in default by operation of law and without prior reminder. From the expiry of the term of payment, a conventional default interest shall be payable equal to the interest rate as stipulated in Article 5 Late Payment Act (Act 2.08.2002, BS 7.08.2002), increased by 3%.
4.3 On the unpaid amount, a lump-sum compensation is also due in the amount of 15 % for the first instalment of EUR 4,000, 10 % for the second instalment of EUR 4,000 to EUR 12,500 and 7.5 % on that which exceeds EUR 12,500, without prejudice to the right to claim additional compensation for legal costs. The Service Provider retains the right to claim higher damages subject to proof of higher actual damages.
4.4 During the execution of the Agreement, assignments such as trainings will be planned and scheduled. If training courses are cancelled or rescheduled by the Client, the Service Provider shall charge the following fees:
4.5 The Service Provider may re-invoice additional production costs to the Client with a coordination fee as stipulated in the Service Agreement or otherwise, if no Service Agreement has been concluded.
4.6. A day comprises 8 working hours for a full day and 4 working hours for a half day, between 8 a.m. and 5 p.m. For weekend or night work, a surcharge of 50% on Saturdays and 100% on Sundays is added to the relevant daily rate. Night work includes all work between 10 p.m. and 6 a.m. Weekend work starts on Friday evening at 10 p.m. and runs until Monday morning at 6 a.m. For shift work, a surcharge of 50% on the agreed rates will be charged. Shift work is defined as working hours/services between 6 a.m. and 2 p.m. and 2 p.m. and 10 p.m. respectively
5.1 The Service Provider shall perform the Services in full independence and autonomy and shall carry out its professional activities to the best of its ability and in the manner it deems appropriate. As the Service Provider performs activities under the Agreement that are part of specific projects of the Client, the responsibility regarding these projects rests entirely with the Client.
5.2 No claim can be made by the Client in respect of the Services more than 6 months after the incident that gave rise to that claim or if the Client has not notified the Service Provider thereof within the month after the incident occurred.
5.3 If the Service Provider fails to perform its obligations under the Agreement, the Client may only require the Service Provider to remedy such breaches within a reasonable time. In no event shall the Service Provider be liable for (a) indirect damage, (b) damage resulting from business interruption, (c) loss of profits, (d) loss of turnover, (e) loss of anticipated savings, (f) loss of goodwill, (g) loss of data or (g) lost opportunities.
5.4 Without prejudice to any other limitation or exclusion of liability in the Agreement, the damage recoverable by the Client from the Service Provider shall not exceed the total amount of fees paid by the Client to the Service Provider in the year in which the damage occurred.
No Party shall be deemed to be in default or liable for any delay in the performance or non-performance of its obligations under the Agreement if it is due to a situation of force majeure. Force majeure includes, but is not limited to, fire, floods or other natural disasters, strikes, riots, war and the like.
During the term of the Agreement and at all times after the termination date, the Client and the Service Provider must refrain from disclosing Confidential Information to third parties and from using Confidential Information to their own advantage or that of any third party. Any breach of this obligation shall automatically entitle the Service Provider to damages equal to an amount of €20,000 on account of the Client, without prejudice to the right of the Service Provider to claim damages for the actual losses suffered and to bring any other legal action against the Client or against any third party seeking to stop the use of the Confidential Information.
All Intellectual Property Rights relating to the performance of the Agreement shall remain or become the property of the Service Provider. The Service Provider grants the Client a non-exclusive and non-transferable right to use the results of the Services it performs. The Agreement does not entail any transfer, implicit or explicit, of the Service Provider’s Intellectual Property Rights to the Client.
9.1 The Service Provider’s quotations are not binding on the Service Provider. The acceptance of a quotation of the Service Provider by the Client is only binding on the Client. An agreement will only be concluded between the Service Provider and the Client when (i) the Client has accepted the Service Provider’s quotation, and the Service Provider has confirmed such acceptance in writing or (ii) a Service Agreement is concluded between the Service Provider and the Client.
9.2 No amendment to the Agreement shall bind the Parties except when agreed in writing and duly executed by the Parties.
9.3 With the exception of what is provided in clause 5.2, the Service Provider’s failure to claim or defer a right or failure to apply a sanction shall in no way constitute a waiver of any right.
9.4 Should one or more provisions of the Agreement be wholly, or partly void or unenforceable, such voidness or unenforceability shall not affect the validity or enforceability of the remaining provisions. The Parties agree that they will replace any void or unenforceable provision with another provision having an equivalent economic effect.
9.5 In case of contradiction between the General Terms and Conditions and the Service Agreement, the Service Agreement shall prevail.
10.1 The Agreement is governed by Belgian law.
10.2 Only the Antwerp Commercial Court will be competent to take cognizance of any disputes arising from or relating to the Agreement.
