Framework agreement

Services 

It is understood and agreed that the services of HORSUM BV (hereinafter “HORSUM”) may include advice and recommendations, but all decisions related to the implementation of such advice and recommendations shall be made by the client and shall be its responsibility. For the services to be included hereunder, HORSUM will be entitled to rely on all decisions and approvals of the client. The services are performed at the behest of the client's management and in no way include policy decisions made by HORSUM. Client management is solely responsible for determining the adequacy of the scope of HORSUM's services in the context of this agreement.

HORSUM's services do not include, implement or construct advice or negotiations with other parties regarding the performance of the services mentioned in this agreement. It is the sole responsibility of the client's management to develop, undertake or select the necessary action steps in the implementation plan or direct (e.g., supervise, control) the client's management employees in the implementation of the action steps.

Client management will only be liable for:

• making all management decisions and performing all management functions;
• appointing one or more persons with the appropriate skills, knowledge and/or experience, preferably at the senior management level, to oversee the services;
• evaluating the adequacy and results of the services;
• accepting responsibility for the results of the services; and
• establishing and maintaining internal controls, including, but not limited to, monitoring

• of ongoing activities.

   

Payment of bills and fees

HORSUM's fee notes and invoices are due and payable in cash by the client within thirty (30) calendar days from the invoice date. If fee notes and invoices are not paid within thirty (30) calendar days from the date of the invoice, the amount due shall automatically and without notice be increased by a late payment interest of 12% per annum. Without prejudice to its other rights or remedies, HORSUM enjoys the right to suspend or terminate all or part of the services if the fee notes or invoices are not paid within thirty (30) calendar days from the date of the fee note or invoice. The client shall be required to pay all taxes, including, but not limited to, VAT, levied on or in connection with the services, with the exception of taxes due by their nature from the supplier of the services. The performance of services or payment of invoices, in full or in part, implies that the client agrees to these general terms and conditions and to the contents of the engagement letter.

Unless expressly agreed otherwise, we review daily rates annually based on the evolution of the national reference hourly wage rates (wages and social charges) published by Agoria.

Period 

Unless terminated earlier in accordance with its terms, this agreement shall terminate upon completion of HORSUM's agreed services. This agreement may be terminated by either party at any time by giving written notice to the other party at least 30 calendar days prior to the effective date of termination. HORSUM shall have the right to terminate this agreement with immediate effect and upon written notice to the client if HORSUM determines that (a) a governmental, regulatory, professional, or jurisdictional authority has enacted a new law, rule, regulation, interpretation, or decision or has modified an existing law, rule, regulation, interpretation, or decision with the result that HORSUM's performance of any part of this agreement becomes unlawful or otherwise unlawful or in violation of the rules of independence or professional rules, or that (b) circumstances change (including, but without limitation, changes in the shareholding of the client or any of its affiliates) such that HORSUM's performance of any part of this agreement becomes unlawful or otherwise unlawful or in violation of the rules of independence or professional rules. Upon termination the client agrees to reimburse HORSUM in accordance with the terms of the service agreement and/or framework agreement for services rendered and expenses incurred until the effective date of termination.

Ownership

Ownership of Deliverables The movable items identified in the proposal to which these terms and conditions are attached and described as immediately deliverable items or work products (the “Deliverables”) shall, upon full and final payment to HORSUM, become the property of the client.

Limitation of warranties 

Current agreement is a service agreement. HORSUM warrants that it will perform the agreed services in good faith. HORSUM disclaims all other warranties, express or implied, including, without limitation, warranties of merchantability and fitness for a particular purpose.

Limitation on compensation and indemnification

The client agrees that HORSUM and its personnel shall not be liable to the client for any claim, liabilities, or costs relating to this agreement in an aggregate amount exceeding the fees following this agreement paid by the client to HORSUM. In no event shall HORSUM nor its personnel be liable for any consequential, specific, indirect or incidental damages, punitive or exemplary loss, moral damages, or any other damages or costs related to this agreement. The client shall indemnify and hold HORSUM and its personnel harmless from and against all claims, liabilities, and costs relating to this agreement, except to the extent it is finally determined by a court of law that there has been bad faith or willful misconduct on the part of HORSUM. The limitations of liability and indemnification provisions in this agreement shall be applied as broadly as permitted by law, whether arising under the written agreement, the law, tort (such as negligence) or anything else.

Collaboration

The client shall cooperate with HORSUM in the performance by HORSUM of the agreed services, including, without limitation, by providing HORSUM with reasonable facilities and timely access to the client's data, information and personnel. The client shall be responsible for the performance of its personnel and agents and for the accuracy and completeness of all data and information provided to HORSUM for the purpose of HORSUM's performance of the agreed services.

Force majeure

HORSUM shall not be liable for any delay resulting from circumstances or causes beyond its reasonable control, including , but without limitation, acts or omissions or failure by the other party to cooperate (including, but without limitation, entities or persons under its control, or any of their respective officers, directors, employees, other servants and agents), fire or other accident, acts of God, epidemic (such as a pandemic influenza attack), strike or labor dispute, war or other acts of violence, or any law, order or requirement of any governmental or public authority.

Confidentiality 

o the extent that HORSUM, in connection with this agreement, comes into possession of any confidential information or information belonging to the client, HORSUM shall not disclose such information to any third party without the consent of the client, except: (a) when required by law, regulation, judicial or administrative process, or consistent with applicable professional criteria, or connected with a dispute related thereto, or,(b) to the extent that such information (i) becomes otherwise available to the public (including information registered with any governmental agency, and available to the public, without limitation) other than as a result of a disclosure by HORSUM in violation thereof, (ii) is disclosed by the client to a third party without substantially the same restrictions as set forth herein, (iii) becomes available to HORSUM on a non-confidential basis from a source other than the client, and which HORSUM is satisfied is not prohibited by any obligation to the client from disclosing such information to it, (iv) is known by HORSUM prior to receiving it from the client without any obligation or confidentiality with respect thereto, or (v) is worked out by HORSUM independent of any disclosure of such information by the client to HORSUM.

Recruitment ban

HORSUM and Client agree that they will not, except with the consent of the other party, directly or indirectly approach, allow employees of the other party who have had direct and substantive contact with their own employees during the performance of the Services both during the Order and for a period of twelve (12) months after its termination, to work for them - in any capacity - or employ them. In the event of violation of this provision, the violating party shall forfeit to the aggrieved party an amount equal to one hundred percent (100%) of the basic annual salary of the employee concerned in his/her new position.

Limitation of action

No action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one year after the cause of action arose, except an action for default which may be brought no later than one year following the date of the last payment due to the agreed party.

Independent contracting party

It is understood and agreed that each of the parties is an independent contracting party and that neither party is or is presumed to be an agent, distributor, or representative of the other. Neither party shall act or present itself, directly or indirectly, as an agent of the other or assume or create in any respect any obligation for the benefit of or on behalf of the other.

Proceeding

The understandings and obligations of the principal contained in the agreement to which these terms and conditions are attached, such as those containing restrictions on the use and dissemination of reporting, as well as the provisions of paragraphs 1, 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 , 14 and 15 shall survive the expiration or termination of this agreement.

Transfer

Except as hereinafter provided, neither party may assign, transfer or delegate any right or obligation as agreed.

Applicable law and severability

These conditions and the agreement to which these conditions are attached, including its exhibits and/or annexes, shall be governed by and construed in accordance with Belgian law. If any provision of this agreement is held by a court or competent judicial authority to be unenforceable, such provision shall not affect the other provisions but such unenforceable provision shall be modified to the extent necessary to make it enforceable, thereby preserving as much as possible the intent of the parties as derived from this agreement.