Samurai at Work NV
Prins Boudewijnlaan 7A
B 2550 Kontich
BTW-nummer BE0421 435 997
RPR Antwerpen
2.1 Dienstverlener verbindt zich ertoe de Diensten uit te voeren ten behoeve van de Opdrachtgever. De Opdrachtgever verbindt zich ertoe aan de Dienstverlener de vergoeding te betalen die is overeengekomen tussen Partijen in de Dienstverleningsovereenkomst of, indien er geen Dienstverleningsovereenkomst is afgesloten, op andere wijze.
2.2 De Opdrachtgever zorgt ervoor dat de Dienstverlener toegang heeft tot de lokalen en terreinen van de Opdrachtgever en tot alle documenten die informatie over de Opdrachtgever bevat die relevant is voor de uitvoering van de Diensten.
2.3 De Opdrachtgever neemt alle noodzakelijke maatregelen om de veiligheid te garanderen van het Personeel. De Dienstverlener verbindt zich ertoe de verplichtingen voorzien in de Welzijnswet van 4 augustus 1996 na te leven. Hiertoe zal de Dienstverlener alle veiligheidsinstructies, gedragslijnen en richtlijnen van de Opdrachtgever naleven en er strikt op toezien dat de leden van het Personeel deze eveneens naleven.
2.4 De Opdrachtgever doet al het nodige om onmiddellijk en gepast te antwoorden op alle vragen van de Dienstverlener naar informatie, richtlijnen en instructies die de Dienstverlener en het Personeel redelijkerwijze nodig hebben om de Diensten uit te voeren.
2.5 De Opdrachtgever verbindt zich er toe om tijdens de duur van de Overeenkomst en gedurende de periode van een jaar na de beëindiging van de Overeenkomst geen enkele vorm van samenwerking aan te gaan met het Personeel, dit op straffe van een schadevergoeding ten bedrage van 180 keer het dagtarief.
3.1 The Agreement is of indefinite duration.
3.2 Either Party may immediately terminate the Agreement at any time without payment of compensation if the other Party commits a serious breach of its obligations under the Agreement and has not remedied it within a period of 15 days after receipt of a registered letter specifying 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 still be 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 payment due by the Customer 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 Customer as defined in article 5 of the Belgian Companies Code, (iii) in the event the Customer 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 Customer, (v) in the event the Customer refuses to provide the requested information or in the event the Customer has provided incorrect and/or false information.
3.5 The termination of the Agreement in accordance with the foregoing provisions shall 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 concluded, 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 / Initial 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 Customer in default by operation of law and without prior reminder. From the expiry of the payment term, 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 recorded and scheduled. If training courses are cancelled by the Customer, the Service Provider shall charge the following fees:
in case of cancellation less than 30 days before the agreed date of the training, at least and fixed 60% of the fixed fee.in case of cancellation less than 14 days before the agreed date of the training, at least and fixed 80% of the fixed fee.
in the event of cancellation less than 7 days before the agreed date of the training, at least and fixed 100% of the agreed fee.
4.5 The Service Provider may re-invoice additional production costs to the Principal with a coordination fee as stipulated in the Service Agreement or otherwise, if no Service Agreement has been concluded.
4.6 A day comprises 7 performance hours, between 8h and 17h. Weekend or night work is subject to a surcharge of 100% on the relevant daily rate. Falls under night work: all performance between 22h and 6h. Weekend work starts at 22h on Friday evening and runs until 06h on Monday morning. Shift work is subject to a 50% surcharge on the rates discussed. Shift work is defined as work/performance between 06h to 14h and 14h to 22h respectively.
5.1 The Service Provider shall perform the Services in full independence and autonomy and shall conduct 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 Customer, the responsibility with regard to these projects rests entirely with the Customer.
5.2 No claim can be made by the Customer in respect of the Services more than 6 months after the incident that gave rise to that claim or if the Customer 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 Customer 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 Customer from the Service Provider shall not exceed the total amount of the fees paid by the Customer 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 more.
The Client and the Service Provider must refrain, during the term of the Agreement and at all times after the termination date, from disclosing Confidential Information to third parties and from using Confidential Information for their own benefit 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 Customer, 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 Customer or against any third party seeking to stop the use of the Confidential Information.
All Intellectual Property Rights related to the performance of the Agreement shall remain or become the property of the Service Provider. The Service Provider grants the Principal a non-exclusive and non-transferable right of use with regard to the results of the Services it has performed. 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 Service Provider’s quotation by the Customer is only binding on the Customer. An agreement shall 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 cognisance of any disputes arising from or relating to the Agreement
