GENERAL TERMS AND CONDITIONS OF SERVICE
1. Applicability of the General Terms and Conditions
These General Terms and Conditions apply to all orders that the client
places with Agoria for the supply of services. Are considered services
both non-paid services in the context of membership and paid services
to members or non-members including the granting of user rights to
models, templates, tools or other works which are the intellectual
property Agoria.
The client accepts these Terms and Conditions by the simple fact that it
places the order with Agoria. The exemptions to these conditions are
only valid if they have been accepted in writing, either through their
incorporation in the special conditions of Agoria’s quotation, or
because they are the subject of a specific service agreement between
the parties. In this case, these General Terms and Conditions remain
applicable to all the points for which there is not express exemption.
2. Beginning of the contract
The beginning of the contract shall be set by mutual agreement
between Agoria and the client. Where payment of a deposit is expected,
the performance of the contract will only begin upon receipt of this
deposit.
3. Completion period
The completion period is not binding and failure to meet the deadline
shall not give rise to compensation. Where multiple interactions with
the client or third parties are required for the performance of the
contract, Agoria will not be the only one responsible for meeting the
completion deadline which will therefore be given as an indication.
4. Price
Prices for paid services are set in Agoria’s quotation and/or the service
agreement between Agoria and the client. They are expressed in euros
and are without any discount. Prices are set on the basis of a
daily/hourly rate that can vary depending on whether the services are
provided by a Senior Expert, an Expert, or a Junior Expert, or whether
the services involve support and coordination tasks.
Unless expressly agreed otherwise, prices will be adjusted using the
price revision formula hereinafter.
5. Price revision
Hourly/daily rates for paid services are automatically adjusted on 1
January of each year on the basis of the following price revision
formula:
Whereby:
P = Invoicing amount
Po = Initial base price on the date of signing this agreement
So = Reference salary or reference hourly wage plus social security costs
on 31 December of the year preceding the signing of the agreement in
Agoria’s area of activity (average for the Province of Brabant), as
published by Agoria
S = The same salary/hourly wage on 31 December of the year preceding
the price revision
6. Invoicing
Unless expressly agreed otherwise, paid services shall be invoiced on a
quarterly basis on 1 January, 1 April, 1 July and on 1 October. An
additional invoice for any outstanding amounts or a credit note
balancing out any overpayments shall also be issued on 31 December
based on the number of hours actually worked during the previous
year. All hours logged for work performed directly or indirectly on
behalf of the client shall be invoiced.
Quarterly invoices for the following year shall be based on the volume
of services recorded for the previous year, taking into account the price
revision formula.
Invoices shall be sent to the address of the registered office of the
client, unless a different billing address is stated in the service
agreement. The client has eight (8) days from the agreement’s
signature date to communicate the wish that its order form or
purchase order number be stated on the invoice.
7. Payment
Invoices are payable, net and without discount, within 30 days of the
invoicing date by bank transfer into the account No. BE26 3100 1704
6929, opened in the name of Agoria.
If the client fails to pay the invoice by the due date and does not react
to a formal notice, Agoria reserves the right to suspend the services. All
invoices still unpaid by the due date shall, ipso jure and without further
notice, be increased by 15% (with a minimum of EUR 50), as lump-sum
compensation. Furthermore, late payment interest at a rate of 1% per
month shall, ipso jure and without further notice, be payable from the
due date.
All taxes and any additional levies and costs of any nature whatsoever
related to the execution of the contract shall be borne by the client.
8. Complaints
Complaints regarding the invoicing of paid services must be submitted
by registered letter at the latest within ten (10) days of the invoice date.
Later complaints will not be considered.
9. Liability
Unless expressly agreed otherwise, the obligations of Agoria are
obligations to deliver its best efforts. The client is solely responsible for
the accuracy and completeness of the documentation and information
it provides.
Within the framework of the performance of the contract, Agoria may
only be held liable for gross negligence, excluding any responsibility
for any form whatsoever of consequential damages (including lost
profits or lost income) and for any action whatsoever that would be
brought by third parties against the client. In any case, the liability of
Agoria remains limited at most to the lowest of the following amounts:
(i) either the amounts that the client has paid during the 12 months
preceding the commencement of the action, (ii) or an amount of €
10,000, regardless of whether the action was brought on a contractual
or non-contractual basis. The client shall safeguard Agoria against any
actions by third parties that would be based on or related to the
performance of the contract.
10. Force majeure
Force majeure should be construed as the conditions that occur
independently of the will of the parties and prevent the performance of
the contract, including labour disputes, fire, mobilisation, seizure,
embargo, ban on currency transfers, uprisings, acts of terrorism, lack of
transport, general shortage of raw materials, and restrictions on energy
consumption (non exhaustive list).
The party invoking circumstances of force majeure must immediately
notify the other in writing of their occurrence and their end. The
performance of the contract must be suspended for the duration of the
cited conditions, given that the contract may be prematurely
terminated if the cited conditions last more than thirty (30) days.
The occurrence of any of these conditions discharges both Agoria and
the client from any liability.
11. Cancellation of a registration
If the client cancels services ordered under the paid training,
workshops and seminars organised by Agoria or Agoria Academy up to
seven (7) calendar days before the training or before that, the client will
not have to pay the price of said training. However, if it cancels the
services ordered less than seven (7) calendar days before the training,
the full price of the training will be due and charged. If the client
cancels services ordered under the free information sessions or other
free events less than seven (7) days before the information session or
event, Agoria reserves the right to charge organisation costs and a
minimum of € 125 by way of lump-sum compensation.
12. Early termination
Agoria may terminate the contract without prior notice and without
having to comply with the period of notice and being liable for any
compensation (for termination) if:
• the client is declared bankrupt;
• the client has been put into provisional liquidation;
• all or part of the client’s assets have been seized by third
parties as a protective measure or with a writ of execution;
• the client does not respect its obligations;
• the solvency of the client is impaired in some other way, with
the result that continuity of service cannot be guaranteed;
• the client commits an act that seriously damages Agoria’s
reputation;
• the aforementioned conditions of force majeure exceed thirty
(30) calendar days.
Should the client fail to fulfil an obligation under the contract, Agoria
will also be entitled to request termination of the contract and
compensation.
13. Intellectual property rights
The intellectual property rights of any nature whatsoever relating to
specific information about products or processes that are
communicated to Agoria for the performance of the contract shall
remain the property of the client. The client guarantees that all the
information and documents that it supplies to Agoria for the
performance of the contract as well as their use are free of third-party
intellectual property rights. The client releases Agoria from any
liability for any loss, damage, costs, expenses and other actions
resulting from the infringement of third-party intellectual property
rights.
The client acknowledges that intellectual property rights, regardless of
their nature, relating to the performance of the contract are and
remain the property of Agoria.
Unless expressly agreed otherwise, the intellectual property rights
relating to the results of the contract shall remain the property of
Agoria. Even if otherwise agreed, the intellectual property rights on the
results of the contract will not be transferred until all invoices relating
to the contract are settled.
14. Confidentiality
None of the information provided by the client will be made public by
Agoria nor disclosed to third parties. Within the framework of the
contract, Agoria undertakes to only involve the people, partner
organisations and subcontractors who are necessary for the
performance of said contract, and shall impose on them the same duty
of confidentiality as that covered in this section.
Due to their confidential nature, the client will not make public,
communicate or provide to third parties Agoria’s quotations, advice,
reports, lists and related documentation resulting from the
performance of the contract without Agoria’s prior consent.
The client
will only use these quotations, reports, lists and related
documentation for its own use. The client will take all reasonable
precautions to prevent any unauthorised publication or use.
Insofar as it has the express agreement and prior written consent of the
client, Agoria has the right to publish some information pertaining to
the performance of the contract, particularly in newsletters or other
reports.
The above does not apply to any information that is in the public
domain or of which Agoria already has knowledge when it is released
by the client, and no longer applies if the information falls into the
public domain at any time without any breach of the foregoing
provisions on the part of Agoria or when Agoria can prove that it
obtained this information from a third party who did not breach any
duty of confidentiality.
15. Non-solicitation
The client undertakes not to solicit, directly or indirectly, personnel of
Agoria, without the prior express and written agreement of Agoria.
This non-solicitation obligation is valid for the duration of the contract
and for eighteen (18) months after its termination.
Where this obligation is not honoured, the defaulting party shall be
liable for compensation amounting to thirty-six (36) months of the
gross salary that the solicited employee was receiving at the time
he/she was solicited.
16. Transfer of rights
Unless agreed in writing beforehand by Agoria, the client is not allowed
to transfer all or part of its rights to third parties. Third parties should
be understood as also encompassing the companies related to the
client, such as branches, subsidiaries and parent companies.
17. Severability Clause
If any provision of these Terms and Conditions or the contract to which
they apply were to be declared wholly or partly illegal, invalid or
unenforceable under applicable law, this would not result in the
invalidity, illegality or unenforceability of other provisions of these
General Terms and Conditions or the contract.
18. Applicable law and competent court
This contract is governed by Belgian law. Any dispute as to its validity,
interpretation or implementation shall be the exclusive jurisdiction of
the courts of the district where Agoria is headquartered.
