Anrova Solutions – General terms for Consulting
New price = Initial price * (0.2 + 0.8 * (New index /Initial index))
For which the following definitions apply:
Initial price: price at the start of the Agreement;
Initial index: the index published by Agoria “reference national average wage cost” of the month preceding the signing of the Agreement;
New index: the index published by Agoria “reference national average wage cost” of the month preceding the moment of indexation.
The Parties agree that any rule of law providing that an agreement is to be interpreted to the disadvantage of its drafter shall not apply to these Terms. The Parties expressly acknowledge and confirm that these Terms are the result of negotiations between the Parties, including mutual concessions. The Parties confirm that they believe that, having regard to the formation of the Agreement and the interrelationship between the various clauses, this Agreement has been drafted in a reasonable and balanced manner. Should any doubt or dispute arise in court, both Parties agree that documentation regarding the formation of this Agreement may be submitted to the competent courts.
The division of these Terms into different headings and the titles of these headings is for indicative purposes only and in no way affects the content or scope of the provisions or of the rights and obligations arising therefrore
Except for the payment of invoices, neither Party shall be liable for any delays or other non-performance resulting from circumstances or causes beyond its reasonable control (Force Majeure event), including, without limitation, acts or omissions or the failure of the other Party to cooperate (including, without limitation, entities or individuals under its control, or their respective officers, directors, employees or other personnel and agents), acts or omissions or the failure to cooperate by any third party (other than Anrova subcontractors, unless these would also be affected by a Force Majeure event), fire or other casualty, acts of God, strike or labor dispute, war or other violence, earthquakes, floods, other physical natural disaster (excluding unfavorable weather) (acts of) terrorism, pandemic or epidemic situations, defects in ICT-material of third parties, or any law, order or requirement of any governmental agency or authority, or any other circumstances outside its reasonable control.
Each Party is an independent contractor, and neither Party is, nor shall represent itself to be, an agent, partner, fiduciary, joint venturer, co-owner or representative of the other. There is no hierarchical relationship between Anrova and the Customer or the Customer and Anrova’s collaborator. Anrova shall be responsible for ensuring that it has complied with all social security and tax obligations in relation to its own employees.
Taking into account the independent character of the collaboration, the Customer will under no circumstances consider, treat or present an employee of Anrova as an employee of the Customer’s company. The Customer’s failure to comply with these regulations and/or any action or omission by the Customer in breach of the absence of such legal relationship with Anrova’s collaborators (including employees and the proper directors, each subcontractor and employees or representatives of the subcontractor) is a ground for termination pursuant to clause 5.
All sections herein relating to payment, licence and ownership, confidentiality, warranties, limitations of warranties, risk allocation and limitations on damages and actions, non-exclusivity, non-solicitation, and waiver and all other sections which by their nature are intended to survive the termination of this Agreement, shall so survive the termination of the Agreement.
All notices hereunder shall be: (i) in writing; (ii) delivered to the representatives of the Parties at the addresses set forth in the SoW to which these Terms are attached (unless changed by either Party upon notice to the other Part
Except as provided below, neither Party may assign, transfer or delegate any of the rights or obligations hereunder (including, without limitation, interests or claims relating to this engagement) without the prior written consent of the other Party, such consent not to be unreasonably withheld. Anrova may, upon notice to Customer, assign its obligations and responsibilities hereunder to its related and affiliated entities (related and affiliated entities shall have the meaning as set out in articles 1:20 and 1:21 of the Belgian Code of Companies and Associations).
Anrova reserves the right to entrust the fulfilment of this engagement to subcontractors partly or wholly. In the event a third party is engaged to do so, Anrova as the contractual counterparty hereby warrants proper performance of its contractual obligations to the Customer, and the Customer shall accept the services rendered by the third party as services of Anrova.
The failure of either Party to insist upon strict performance of any of the provisions contained in this Agreement shall not constitute a waiver of its rights as set forth in this Agreement, at law or in equity, or a waiver of any other provisions or subsequent default by the other Party of any of the terms or conditions in this Agreement.
These Terms and the SoW, including all provisions and documents as referred to therein, constitute the entire agreement between Anrova and the Customer with respect to this engagement and supersede all other oral and written representations, understandings or agreements relating to this engagement, and may not be amended except by a written agreement signed by the Parties.
The Customer agrees to waive its own general and special terms and conditions or other communications which are made by the Customer in connection with the services, even where it is stated therein that (only) those conditions or communications apply and even if such communications and/or terms and conditions were not protested by Anrova.
n case of contradiction between the SoW and these Terms, these Terms will apply unless the SoW deviates expressly and specifically from these Terms, with reference to the clause of these Terms from which it deviates.
This Agreement and all contractual and extra contractual matters relating to this engagement, shall be governed by, and construed in accordance with, the laws of Belgium (without giving effect to the choice of law principles thereof).
In the event of disputes concerning the conclusion, execution, interpretation and/or termination of the Agreement, the Parties commit themselves to enter into good faith discussions with a view of resolving the dispute amicably first. In the event the Parties do not reach an amicable settlement, the competent courts of Antwerp will have exclusive jurisdiction to settle the dispute.
Anrova is authorized to use the logo and the name of the Customer (i) on lists of references (including without limitation for publicity and for tendering purposes); and (ii) as reference in publicity about its performance of services.
If any provision of this Agreement is found by a court of competent jurisdiction to be void and/or unenforceable, such provision shall not affect the other provisions, but such void and/or unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the Parties set forth in this Agreement.