General Terms and Conditions Consultancy Hanzu BV

 

These general terms and conditions take precedence over any terms and conditions of the Customer. Unless otherwise expressly agreed in writing, all services are therefore concluded under the terms and conditions stated below. These terms and conditions form part of the service agreement and take precedence over its provisions. By signing the offer, the Customer acknowledges the general terms and conditions of Hanzu BV

to accept. Should any provision of these Terms and Conditions be found to be invalid in whole or in part,

then the other provisions will continue to apply in full. In that case, the parties undertake to make a new valid arrangement instead of the void provision, which approaches the purpose of the void provision as closely as possible.

1. Description of assignment: The Customer wishes to entrust the provision of certain services within its company to Hanzu BV, with registered office Lipsestraat 171, 3150 Tildonk. Hanzu BV accepts this assignment. The accurate description of these services and the prices are included in the current order form/quote. Any changes to these services, modalities or prices are always recorded in writing between the parties. Hanzu BV provides its services in complete independence without any subordinate connection between the consultants of Hanzu BV and the Customer.

2. Best efforts obligation: Hanzu BV will make every effort to perform the services with care, where appropriate in accordance with the agreements and procedures laid down in writing with the client. All services of Hanzu BV are performed on the basis of a best efforts obligation, unless and insofar as Hanzu BV has expressly promised a result in the written agreement and the relevant result has also been described with sufficient precision. Any agreements regarding a service level are always expressly agreed in writing only.

3. Quotations from Hanzu BV are always without obligation and can only be accepted without deviations. An offer is in any case deemed to have been rejected if it is not accepted within one month. By quotation we mean a proposal made to the Customer to enter into an agreement. The rates awarded do not create any rights towards future assignments.

4. Each discount granted is one-time and does not create any rights for the future. Hanzu BV reserves the right to charge additional administration costs if the original invoice is changed at the request of the Customer.

5. Payment: The prices owed, plus VAT, are charged per invoice and, unless otherwise agreed in writing, are payable in cash by bank transfer.

6. Non-payment: In the event of non-payment, default interest is due by operation of law and without notice from the due date in the amount of 1% per month, calculated on the amount of arrears and VAT, in application of Articles 1226 and 1229 of the Civil Code. The non-payment on the due date of a single invoice makes all other invoices, even those not overdue, immediately due and payable without prior notice of default. In addition, Hanzu BV reserves the right to suspend and/or cancel all pending orders. The aforementioned applies without prejudice to Hanzu BV's right to claim compensation for all damage suffered by it. Any form of set-off or debt compensation by the Customer of any claims of the Customer against Hanzu BV with claims of Hanzu BV against the Customer is explicitly excluded. However, Hanzu BV has the right and authority at all times to set off claims it has against the Customer against claims that the Customer has against Hanzu BV.

7. All administrative costs and costs of amicable collection that Hanzu BV incurs in order to collect the overdue compensation and any other damage that Hanzu BV suffers due to non-payment, will be charged in full to the Customer from the 60th day after the invoice date, with a minimum of 10% of the overdue fees and VAT or €100, whichever is the higher. This also applies in accordance with Articles 1226 and 1229 of the Civil Code. In the event of non-payment within a period of 15 days after the payment deadline, Hanzu BV can immediately, by operation of law and without notice, terminate the agreement at the Customer's expense. In that case, Hanzu BV will give the Customer notice of default by registered letter and communicate the date from which this agreement is considered to be dissolved.

8. Information: Hanzu BV provides its services within the limits of the information provided by the Client and the powers granted. The Customer undertakes to provide Hanzu BV with all necessary and relevant information. Hanzu BV is not obliged to check the content, correctness and completeness of the data provided by the Customer.

9. Liability: All advice provided by Hanzu BV is without obligation and is implemented by the Customer at its discretion. The Client cannot claim compensation for financial losses in interests or investments or hoped-for profits, consequences of a strike, increase in general costs, etc. The liability of Hanzu BV with regard to services provided to the Client is in any case limited until either the refund of the price paid by the Customer or the re-performance of the services, at the discretion of Hanzu BV. The total liability of Hanzu BV will never exceed the price paid by the Customer to Hanzu BV for the services that gave rise to the claim.

10. Force majeure: Hanzu BV is released from its obligations in the event of force majeure or hardship. Cases of force majeure/hardship are always considered to be: fire, technical failures, computer failure and all other situations that seriously complicate the work of Hanzu BV or make it unreasonably heavy.

11. Confidentiality: Both the Customer and Hanzu BV each designate one or more contact persons. Requesting and/or providing data only takes place via these persons. Hanzu BV undertakes to treat all data provided to it by the Client in the execution of this agreement in strict confidence. Hanzu BV provides the necessary security to ensure the confidentiality of the data.

12. Intellectual rights: There is no transfer of intellectual property between the parties. Each party therefore retains the intellectual property rights in the disclosed or developed tools,  software programs and accessories in the broad sense. It is prohibited to dispose of, pledge or transfer these tools, software programs and accessories to third parties without the permission of the other party.

13. Cancellation: All scheduled days that are canceled later than 10 working days before execution, will be invoiced for the full amount unless express written deviation in the order form.

14. Duration and end: The day on which this contract comes into effect, its duration, the notice period and any automatic renewals are described in the order form, which is an annex to this agreement. The termination must be notified to the other party by registered letter. In the absence of specific provisions, the order will be started after receipt of the signed order form/quotation. All services rendered and costs incurred will be invoiced from that date.

15. The contract automatically terminates due to the death, apparent insolvency, dissolution or bankruptcy of the Customer. In the event of apparent insolvency or bankruptcy, the contract ends by operation of law at the moment that the payments to Hanzu BV are discontinued.

16. Complaints: In order to be admissible, all complaints must be reported to Hanzu BV by registered letter within eight days of receipt of the services or invoices. The complaint will be clearly defined, otherwise it cannot be accepted. Any compensation to be paid by us can never exceed the value of the services performed by us. Filing a complaint in itself does not relieve a client of his payment obligation.

17. Jurisdiction and Governing Law: This Agreement will be performed in good faith by both parties. All disputes in connection with the implementation of this agreement will be settled amicably by the parties. If they do not reach an agreement, the court of Leuven has exclusive jurisdiction, even in the event of a claim for intervention and indemnification and in the case of several defendants. Belgian law applies to this agreement.

18. Hanzu BV reserves the right to unilaterally change these general terms and conditions.