General Conditions to deliver our professional Services
Article 1: Subject
- Customer commissions AZTALAN and AZTALAN accept Customer’s commission to execute the activities described in the agreement by AZTALAN’s employees.
- AZTALAN undertakes to execute the commissioned activities with the greatest care.
- AZTALAN does not accept any responsibility for the description of the commissioned activities.
Article 2: Employees
- AZTALAN reserves the right to replace employees, commissioned with the execution of the activities, by others at all times. However, employees with higher qualifications may only be replaced by employees with lower qualifications when the nature of the remaining activities justifies this.
- AZTALAN shall only proceed with an aforementioned replacement when it has notified its intention to do so at least thirty days in advance and in writing to Customer, subject to force majeure.
- If Customer within thirty days after the start of the activities of the employee in question for good reasons believes that an employee is not properly fulfilling the activities for which he was appointed, it has the right to demand in writing that AZTALAN replaces the employee in question by another employee with the same job category. AZTALAN shall comply with such request within 30 days after notification at the latest without charging any resulting supplement to Customer.
- If Customer wishes to increase the number of employees, AZTALAN shall do all it can to comply with such request within 30 days.
Article 3: Safety and security
- AZTALAN shall respect the instructions properly notified by Customer in terms of safety and security and shall inform its employees accordingly.
Article 4: Non-disclosure
- AZTALAN undertakes to respect the confidentiality of all corporate information it received from Customer in the context of the agreement and undertakes to impose the same duty of secrecy on its employees.
Article 5: Facilities to be made available by Customer
- Customer is obliged to make a proper workspace available to the employees responsible for the execution of the activities as well as all the information and technical resources required for the correct execution of the activities.
Article 6: Industrial or intellectual property rights
- If AZTALAN’s activities result in the creation of computer programs or other work for which copyrights or other industrial or intellectual property rights can be requested, AZTALAN shall license these rights, or its share therein respectively, to Customer when all owed amounts regarding the commission have been paid to AZTALAN by the customer, but without prejudice to AZTALAN’s right to use its knowledge and experience, if increased by the execution of the activities, for other purposes.
Article 7: Prices
- For the activities executed under the agreement, Customer shall owe AZTALAN a fee according to article 7 for all the hours worked by the employees on the activities in accordance with the following provisions.
- The activities shall be charged (1) at either a laid down Total price, (2) or a day rate (= 8 working hours) or hourly rate, as laid down in the special terms and conditions. Activities performed at location of the customer, activities will be charged with a minimum of a half day. Prices do not include international travel, accommodation or VAT.
- Prices apply for activities during normal office hours (hours between 09.00 and 17.30) on working days (calendar days), with the exception of weekends and public holidays. If, at Customer’s request, activities need to be executed outside normal office hours, a supplement (Variable costs) to the amount of 25% on the price shall be charged. On weekends and public holidays, a supplement to the amount of 50% on the price shall be charged.
- Variable costs specified in the agreement shall be based on post-calculation, reported and charged later.
- If the execution of the agreement requires an employee of AZTALAN to travel in Benelux a fixed travel allowance shall be charged to cover the actual cost of travel. If the employee travels by car, a fee of EUR 0.5 per km will be charged and if the travel exceeds 2 hours, the exceeding time will be charged as a working hour.
- If the execution of the agreement requires an employee to travel across the border, the actually incurred costs are charged, in agreement with Customer. Customer shall book the accommodation itself in a four star hotel or the equivalent, meals included. The travel time will be charged by 50 euro per hour with a maximum of 400 euro per day.
- In the case of insourcing of an employee whom is promoted by AZTALAN to a higher job category, the hourly rate corresponding with the higher job category shall apply for this employee, starting from the first day of the month after at least three months have passed since AZTALAN notified Customer in writing of the promotion and the price consequences. This does not apply if Customer has notified AZTALAN in writing within two weeks upon receipt of the aforementioned notification that he prefers to replace the employee in question by an employee with the same job category.
- The aforementioned prices can be adjusted by AZTALAN once a half year by application of an indexation mechanism as follows:
- PN+1 = (Pn X (Sn+1)) /Sn, whereby
- Pn+1: the applicable price in contract year n+1 (new price)
- Pn: the applicable price in contract year n (current used and indexed price)
- Sn+1: the Belgian health index of the month preceding contract year n+1 (new index)
- Sn: the Belgian health index of the month prior to contract year n (current used index)
- Following the provision of the professional services, AZTALAN’s employees shall periodically submit a service report to Customer.
- These service reports will be send electronically per mail are implicitly approved and accepted by Customer or explicitly protested within 5 days with specification of reasons and returned to the employees in question. AZTALAN has the right to postpone their services and the project until that or these service reports are approved by Customer after an agreement on a possible non approved service between AZTALAN and Customer.
- Without prejudice to AZTALAN’s right to prove the hours worked by the employee in question and the costs incurred in another way, AZTALAN shall draw up its invoices based on these service reports and send them to Customer.
Article 8: Liability
- AZTALAN’s liability is limited to directly attributable mistakes. Liability for the software SAP Business One is limited to the liability or warranty of SAP. For other software delivered by AZTALAN the liability is limited to the liability of the software supplier.
- Only proven direct damage that is directly related to the proven mistake comes into consideration for damages and is limited in any case to the invoiced amount of that sole commission or assignment or task.
- Indirect damage is always excluded and any further liability in terms of shortcomings or defects is excluded (e.g. consequential damages such as financial or commercial losses).
- Customer guarantees that the services or works provided by AZTALAN shall solely be used for legal purposes and practices and indemnifies AZTALAN against all consequences resulting from a claim of a third party against AZTALAN in case of a shortcoming relating to this matter on the part of Customer.
Article 9: Prohibition on inducing a person to leave his employment
- The parties are explicitly prohibited, on pain of damages, to directly or indirectly hire or contract employees or subcontractors of the other party for the term of the agreement and up to 12 months on termination of the agreement. Breach of this provision shall give rise to the payment of damages to the amount of 24 months’ pay or compensation of the employee or subcontracted party in question to the damaged party.
Article 10: Term and termination
- The agreement expires on the end date specified in the special terms and conditions. However, it can be terminated by registered letter or registered mail with immediate effect by operation of law if:
- the other party has applied for extension of payment,
- a declaration of bankruptcy or liquidation of the other party has been submitted or
- The other party has violated a provision of this agreement and has not remedied this violation within 14 days following a notice of default, without prejudice to the right to damages.
- Customer does not honour his payment obligations,
- Customer makes unauthorised copies of the software,
- Customer does not respect on purpose all aforementioned provisions.
Article 11: Terms of payment
- All owed amounts are payable as specified on the invoice, cash means 7 days after invoice date or 30 days after the invoice date, net and without discount, in euro on AZTALAN’s account.
- All aforementioned prices are without VAT.
- In case of the late or incomplete payment of an invoice on the due date, AZTALAN, by operation of law and without notice of default shall be able to demand damages according article 11, without impairing any recourse specified in the agreement.
- The amount owed in this case corresponds with a delayed interest, calculated on the total invoice amount, VAT included, for the period between the due date and the day on which one of AZTALAN’s bank accounts is credited.
- This interest shall be calculated at 1% a month and based on months of thirty days (12% a year), with a minimum of 10%.
- In case of judicial collection of a late, unpaid or partly paid invoice, AZTALAN is entitled to a fixed increase of 10% of the amount to be collected.
- The invoice amounts need to be deposited on AZTALAN bank account number KBC 733-0343646-05.
- Any complaints need to be sent within 8 days by registered letter.
- AZTALAN has the right to postpone their services when invoices are not paid on due date, until the payment is received on the bank account number of AZTALAN in article 11.
Article 12: Jurisdiction and applicable law
- For all disputes arising from this agreement and its Attachment only the courts of the district of Ghent have jurisdiction. Only Belgian law applies to this agreement and it’s Attachment.