Application
By ordering, the customer declares to have read these GTC and to accept them in their entirety.
Each condition has to be considered separately. In the event of a condition being wholly or partially invalid, it shall be replaced by a valid condition.
If we waive a condition in these GTC, this does not mean that we waive our entire GTC. Where applicable, the waiver shall apply to the assignment in question, but not to others.
We reserve the right to amend our GTC unilaterally at any time. These will take effect 15 days after publication unless the client informs us in writing not to accept them, in which case the old ones will continue to apply.
Prices
Our prices are expressed in EUR, without VAT or other taxes and excluding travel, accommodation and other costs.
Our prices are based on the level of, inter alia, wage costs, including consultant fees, social and governmental contributions, travel expenses and insurance premiums. In the event of an increase in one or more of these price factors, we are entitled to increase our prices accordingly and in accordance with legally permissible standards.
We are entitled to periodically adjust our rates for interim management and consultancy on the basis of the following formula: New price = Base price * (0.2 + New index / Commencement index * 0.8) where:
- Base price: price at the start of the agreement;
- Initial index: the index percentage applicable to wages and salaries of Joint Committee 200 one month before the start of the contract
- New index: the index percentage applicable to the wages of Joint Committee 200 of the month prior to indexation.
Conclusion of agreement
Unless explicitly stated otherwise, all our offers, quotations and specifications are non-binding, indicative and always subject to revision and valid for a period of 14 days.
We are only bound by an assignment/order after it has been confirmed by us in writing. The contract arises upon dispatch of our written confirmation to the customer.
Services
We always provide our services/products on a best-efforts basis.
We are permitted to use third parties for the performance of our services/ delivery of products
Acceptance
Every complaint concerning the services/products must be made by registered letter to BrainTower BVBA within 8 working days after the customer has or could have discovered the defect.
Invoices that have not been protested by registered letter within 8 working days after the invoice date are deemed to be accepted.
If we accept a complaint, we are entitled – at our discretion – to provide a replacement or corresponding reimbursement, without additional compensation.
Our invoices are payable in cash in EUR at the address of our registered office and at the latest within 8 working days from invoice date, unless otherwise stipulated.
Complaints of any kind do not suspend the payment obligation on the part of the customer.
In the event of late payment of any of our invoices:
(i) a default interest of 10% per annum will be due by operation of law and without notice of default as well as liquidated damages of 10% on the amount still due, with a minimum of €150;
(ii) we shall be entitled, without prior notice of default and without owing any compensation, to suspend the relevant delivery of services/products as well as other orders still to be carried out for the customer, without prejudice to our right to dissolve the agreement without judicial intervention;
(iii) all other unexpired claims against the customer shall become due and payable by operation of law and without notice of default and we shall be entitled to compensation.
We are at all times entitled to request payment guarantees or advances and to suspend performance of the agreement until such guarantees or advances have been received
Termination
In case of termination of an order by the customer or in case of dissolution as a result of the customer’s breach of contract, the customer shall owe us a lump-sum compensation equal to 70% of the fees still to be invoiced by us to the customer, without prejudice to our right to claim higher proven damages in case of breach of contract. Amounts already invoiced remain due at all times.
We may terminate the contract with immediate effect and without compensation in the event of serious breach of contract on the part of the customer, in the event of bankruptcy, objectively ascertainable financial difficulties which give rise to the fear that the customer will not fulfil its obligations, in the event of dissolution, termination of the customer’s activities and change of control on the part of the customer, without prejudice to any damages payable by the customer. The customer may terminate the contract with us with immediate effect and without compensation in the event of serious breach of contract on our part or in the event of bankruptcy of our company, without prejudice to damages due by us.
In case of termination of the Agreement, all amounts owed by the Customer to us shall be immediately and fully due and payable and set-off shall occur even for our non-due claims.LiabilityWe can only be held liable for gross negligence or in case of intent.
Liability
We can only be held liable for serious fault or in case of intent.
Under no circumstances can we be held liable for general or special indirect damage, economic damage, consequential damage, and costs (including e.g. lawyer’s fees, expert’s costs);
Insofar as we depend on the cooperation, services and supplies of third parties in the performance of our undertakings, we cannot be held liable for any damage resulting from their fault, except in the event of their serious or intentional fault.
In all cases, our liability is always limited to the amount invoiced to the customer concerned, except in cases of wilful intent.
If, as a result of force majeure, such as there are (non-exhaustive) strikes, lockout, etc., we are unable to execute the agreement, we have the right to unilaterally terminate the agreement without compensation for the client.
Undertakings related to interim management and secondment
The client undertakes to organise the onboarding of the interim manager at the start of the assignment, i.e. to receive him/her, introduce him/her to the team, and familiarise him/her with the client’s company, including if necessary an introduction/training in the software systems used by the client. The onboarding shall take place at the customer’s expense and responsibility, unless otherwise agreed.
If during the term of the assignment the content specifications for the performance of the assignment change, the customer will either take care of training the interim manager himself or ask BrainTower to do so. The costs of this shall be borne by the customer. Training resulting from changes in software or business processes is always at the expense of the customer.
The hours spent by the interim manager on onboarding and training will be charged to the customer as hours worked unless otherwise agreed. The customer will inform BrainTower and its interim managers about:
- The occupational risks at the customer’s premises
- Protection and prevention means at the customer’s premises
- The organisation of first aid at the customer’s premises
- The fire fighting and evacuation of persons, as provided for in the prevention legislation and its implementing decrees.
The interim managers will at no time be considered employees of the client. The client will not be entitled to exercise over them any part of the authority normally vested in an employer.
In any case, the following instructions that may be given by the client to the interim manager will not be considered as exercising any part of the authority of the employer:
- Instructions on deadlines for execution of the work or delivery of parts thereof;
- Instructions on techniques to be used
- Instructions on quality standards set;
- Instructions on access to the sites and/or facilities necessary to perform the assignment, including badges, registration system, etc.
- Circumstances, procedures and courses of action, which must be taken into account for the fulfilment of the assignment, including, among others, existing safety regulations, confidentiality requirements, other works in progress that determine the chronology of the works;
- Urgent interventions to prevent/minimise economic damage;
- Instructions on normal opening and working hours at the Customer’s premises, but without affecting instructions under the legislation on working hours which belong exclusively to BrainTower;
- Instructions within the framework of the obligations imposed on the Customer by the legislation on well-being at work.
The customer will also ensure that, where necessary and applicable, he complies with his information obligation, whereby he must communicate the existence of the agreement to either the works council, the committee for protection and prevention at work or the trade union delegation.
The customer is obliged to inform BrainTower periodically and in any case at BrainTower’s first request about the performance and well-being of the interim manager.
In case of industrial accident, the customer, after taking all urgent measures, shall immediately notify BrainTower and provide all necessary information for the preparation of the accident report. In case of delay or failure to do so, the customer will be directly liable. The customer shall draw up the circumstantial report and bear the associated costs. BrainTower will make the necessary information available and, if necessary, cooperate in the investigation.
Retention of title for products
The delivered products remain our property until full payment of the agreed price, costs, interest and any damages. However, the risk is transferred to the customer from the moment of delivery.
Intellectual property rights
All intellectual property rights to and related to our products/services and related know-how remain our property, unless otherwise stipulated.
Without our prior written consent, the customer is not allowed to reproduce or distribute all or part of the products/services delivered and/or made available, or to use them for any other purpose for which they are intended.
Privacy
Our privacy statement applies in full to our agreements and can be found on our website. The customer acknowledges having received, read and accepted it.
Transfer
We are permitted to transfer all or part of our rights and obligations under the agreement with the customer to a third party.
Jurisdiction and applicable law
Our agreements are governed by Belgian law. All disputes are submitted to the courts of Antwerp, Antwerp division. However, we reserve the right to submit the dispute to the courts of the customer’s domicile/social seat.