Anrova Solutions – General terms for Consulting

1. SCOPE AND SERVICES
   1. These General Terms for Consulting (the “Terms”) apply to all services performed by Anrova Solutions BV with company number 0724.841.705 and address at Duwijckstraat 17, 2500 Lier, Belgium (“Anrova”) as well as its agents, representatives and subcontractors, as such services are set forth in a services agreement or statement of work however called (hereinafter the “SoW”) as agreed between Anrova and its customer (hereinafter the “Customer”). The SoW together with these Terms constitute the entire agreement (the “Agreement”) between the Customer and Anrova (individually a “Party”, jointly the “Parties”).
   2. The services to be provided by Anrova to the Customer are exhaustively stipulated in the SoW. Any other services, including by implication, are expressly excluded and are subject to additional written agreement between the Parties.
   3. Services are delivered during normal working hours, either remotely or in person at the Customer’s business or the agreed location. The services may include advice and recommendations. Unless otherwise expressly agreed by the Parties, the use and/or the implementation of such advice and recommendations shall be at the Customer’s sole responsibility.
   4. The agreed services may be subject to change. Such change is conditional upon written agreement between the Parties which Parties shall negotiate in good faith. In absence of such agreement, the services originally agreed in the SoW (or agreed prior change thereof) shall continue to apply. The Parties agree that services affected by a change request will be interrupted until the Parties have discussed and potentially agreed (where relevant) on the change(s) as contemplated.
2. QUOTATIONS
   1. Any quotations provided by Anrova are indivisible and the most recent quotation replaces any previous version. Any typographical, clerical or other error or omission in any quotation issued by Anrova shall be subject to correction without any liability on the part of Anrova.
   2. Unless otherwise agreed between the Parties, quotations are based exclusively on information provided by the Customer to Anrova. Any inconsistency or other form of error in a quotation provided by Anrova shall be the Customer’s sole responsibility if the same is caused by Customer information which is flawed in any way.
   3. If the quotation does not expressly indicate a validity term, the offer made by Anrova is valid for thirty (30) days as from the date of the quotation.
   4. All quotations provided by Anrova are confidential and are subject to the provisions as set out in clause 9 of these Terms. The sole purpose of a quotation (and its content) made by Anrova is to allow the Customer to contemplate a potential business relationship with Anrova.
3. FEES AND CHARGES
   1. The Customer shall pay the fees and charges in accordance with the provisions as set out in the SoW. In absence thereof, all services performed by Anrova are charged at Anrova’s then-current standard hourly rate applicable for the member of its personnel involved. Any budget estimates are indicative only, unless otherwise agreed in writing, and the Parties agree that a budget estimate may be subject to increase to a reasonable extent.
   2. Unless otherwise agreed, all reasonable expenses, including travel and travel related expenses by Anrova are paid or reimbursed by the Customer at Anrova’s standard rates.
   3. Anrova is entitled to increase any daily rates applied by Anrova as stipulated in the SoW annually upon the anniversary date of the Agreement upon sixty (60) days prior written notice based on the following formula:

 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.

1. PAYMENT OF INVOICES
   1. Anrova’s invoices are due upon the invoice date. Payments which are not received within thirty (30) days of the invoice date shall immediately and without prior formal notice accrue a late payment interest rate of one (1) percent per month. Without limiting its rights or remedies, Anrova shall have the right to suspend its services if the whole payment is not received within thirty (30) days of the invoice date.
   2. In the event of non or untimely payment by the Customer, Anrova is entitled to doubt the solvency of the Customer and may consequently ask the Customer to provide a financial guarantee, including (without limitation) prior payment or providing a reasonable bank guarantee. In absence of performing the same, Anrova shall, without prejudice to its other rights or remedies, be entitled to terminate the Agreement for cause due to the Customer.
   3. All charges are indicated exclusive of VAT and other taxes unless explicitly stated otherwise.
2. TERM
   1. The term of the Agreement shall be as stipulated in the SoW. In absence thereof, the Agreement is entered into as from the signature date of the SoW and for a duration equal to the proper performance of the services.
   2. Either Party may terminate (or suspend) the Agreement with immediate effect and without prejudice to its right to compensation or other legal remedies, and such by written notice to the other Party if the other Party commits a material breach of this Agreement which cannot be remedied, or if the breach is capable of remedy, the other Party is failing to substantially remedy the breach within thirty (30) days of receipt of the notice. Either Party may also terminate this Agreement in case of a Force Majeure event (as defined in clause 16.1) that continues for longer than sixty (60) calendar days.
   3. The Agreement is automatically terminated where either of the Parties is declared bankrupt by a court of competent jurisdiction or is in a state of manifest insolvency, cessation of payment, dissolution and/or liquidation, or where an administrator has been appointed to monitor a Party’s business.
   4. Upon termination of this Agreement: (i) all sums owed to Anrova will immediately become due and payable; (ii) the Parties will cease using the other Party’s Confidential Information and intellectual property rights, unless in so far permitted by this Agreement.
3. INTELLECTUAL PROPERTY
   1. Unless otherwise agreed in the SoW and at all times subject to the Customer complying with its obligations under this Agreement (including the timely and full payment of all due fees, charges and costs to Anrova), Anrova hereby grants the Customer a non-exclusive, royalty-free, non-transferable license to use, reproduce, distribute and modify, in the scope of this Agreement, developed material (as documents, software, know-how, methodologies, company’s processes, techniques, ideas, etc.), collectively named “Deliverables”, for the Customer’s internal business purposes.
   2. Anrova and/or its licensors hold all the rights, titles and property on Deliverables and the other materials used with the delivery of the services, including (but not limited to) all the patents, copyrights, database rights, trademarks and other rights of intellectual property. Anrova has the right to use the Deliverables for any purpose subject to the removal of any of the Customer’s confidential information which may be embedded in the Deliverables
   3. . The Customer warrants having all approvals, consents, licences and authorizations necessary to allow Anrova to deliver its services (“Required Consents”). The Customer will indemnify Anrova against all costs, expenses, damage, interests and claims (including legal expenses and reasonable lawyers’ fees) arising from third party claims as a result of (i) the absence of or deficiencies in such Required Consents; or from (ii) an alleged infringement of the intellectual property rights of a third party as a result of Anrova providing services by making use of these rights placed at its disposal by the Customer.
4. ACCEPTANCE
   1. The services and Deliverables are generally provided “as is” and are deemed accepted upon delivery thereof to the Customer, unless the Customer disputes these within a reasonable time (which should generally not exceed two weeks) after receipt. Any alternative arrangements on acceptance of the services and/or Deliverables must be set out in the SoW; in this event, the following shall apply.
   2. The Customer shall accept services / Deliverables where these are in conformity with the provisions of the Agreement and/or successfully complete any acceptance testing. The services / Deliverables shall be deemed accepted where the Customer uses the same in a production environment without informing Anrova of any alleged malfunctioning.
   3. Where the Customer is of the opinion not to be able to accept the services / Deliverables, it shall inform Anrova thereof immediately and describe any malfunctions in detail. Where appropriate, Anrova shall correct any such malfunctions within a reasonable timeframe considering the nature and severity level of the malfunction at hand (including its critical nature).
5. THIRD PARTY HARDWARE AND SOFTWARE
   1. In so far as the services include the delivery of hardware or software of third parties (together “Products”), the following conditions apply:
      1. Title in the Products delivered by Anrova will only pass to the Customer, where appropriate and agreed as such, when Anrova receives all amounts due in connection with the Products. Until such complete payment, the Customer (i) will keep the Products in good condition and will regard them as the property (or the licence) of Anrova; (ii) will provide Anrova access to the Products in order to examine , maintain  or repossess them; (iii) will not allow the Products to become subject to a loan or a pledge, due to any legal provision or otherwise, or try to sell the Products; (iv) will not try to hold the Products in any other manner or transfer them.
      2. The Customer recognizes that any delivery dates given for Products are only indicative and Anrova will not be responsible for failing to deliver on these dates. If Anrova cannot fulfil its obligations for any reason, Anrova will inform its Customer and will advise the Customer of the revised delivery dates for the Products or will propose another solution.
      3. The Customer shall be bound by and comply in full with those terms and conditions notified by Anrova to the Customer applicable to the Products (including without limitation license terms, acceptable use terms, service level agreement).
6. CONFIDENTIAL INFORMATION
   1. To the extent that, in connection with this engagement, each Party acquires information about the other Party which is confidential or which can be regarded in a reasonable way as confidential (“Confidential Information”) each Party agrees to use the other Party’s Confidential Information solely for the purposes of this engagement, and will not disclose such Confidential Information to any third party without the other Party’s written consent. Anrova may disclose Confidential Information to its related and affiliated entities (within the meaning of clause 16.6) and subcontractors; and either Party may disclose Confidential Information to its professional advisers and insurers. The terms of this engagement shall also be considered Confidential Information. Each Party shall maintain the Confidential Information of the other Party in confidence using at least the same degree of care as it employs in maintaining its own proprietary and confidential information, but in no event less than a reasonable degree of care.
   2. Confidential Information shall not include information which: (i) shall have become publicly available other than as a result of disclosure by the receiving Party in breach hereof; (ii) was disclosed to the receiving Party on a non-confidential basis from a source other than the disclosing Party, which the receiving Party believes it is not prohibited from disclosing as a result of an obligation in favour of the disclosing Party; (iii) is developed by the receiving Party independently of, or was known by the receiving Party prior to, any disclosure of such information made by the disclosing Party; (iv) is required to be disclosed by order of a court of competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or any other administrative or legal process, or by applicable regulatory or professional standards; or; (v) is disclosed with the written consent of the disclosing Party.
7. WARRANTIES
   1. Anrova shall be responsible for using all reasonable efforts to provide the services in a professional manner and with reasonable care and skill. Anrova’s obligations pursuant to this Agreement are at all times considered obligations of means, unless for those parts of the services where the Parties would have agreed otherwise in writing in the SoW.
   2. The Customer must inform Anrova in writing of each malfunction of the services / Deliverables delivered with the specifications agreed in the thirty (30) days after the delivery of the services / Deliverables or (if applicable) in accordance with clause 7.
   3. In the event that Anrova develops software for the Customer, Anrova warrants that it will design and develop such software in a professional manner and that the software shall conform in all material respects to the specifications as agreed between the Parties and shall operate in material conformity with such specifications, subject to any minor bugs and defects not materially affecting the overall performance of the software, when used in accordance with the procedures set out by Anrova. In the case of a material error or defect in the software, the Customer’s sole remedy shall be to request Anrova within a period of ninety (90) days from the date of installation of the software to either replace or repair, at Anrova’s option, the defective component of the software. Anrova expressly disclaims any liability for any defects which result directly or indirectly from (i) additions or amendments made by the Customer, unless explicitly authorized by Anrova, (ii) any use of the software by the Customer in a manner not consistent with the terms agreed between the Parties, or (iii) any use of the software by the Customer in conjunction with hardware or software not provided and/or not authorized by Anrova. Anrova further warrants that, to the best of its knowledge, the software shall not infringe upon the intellectual property rights of any third parties. In the event that a third party successfully claims that the software infringes upon its intellectual property rights, Anrova undertakes either (i) to obtain the right to use the software in the relevant territory, or (ii) to amend the software or replace any counterfeiting components so as to allow it to be lawfully used in the relevant territory. Anrova is allowed to use open source software for development purposes and shall inform the Customer thereof to a reasonable extent.
   4. Unless otherwise agreed in writing by the Parties and without prejudice to clause 8, Anrova is not bound by the deadlines given in connection with the delivery of the services. The delayed execution does not justify a refusal of the services and/or the delivery, and/or a reduction in price or compensation.
   5. Unless otherwise agreed in writing, Anrova does not give any warranty and is not responsible for the hardware, software, products or services of third party. The only warranties, exclusive rights and claims of the Customer in this engagement are against the third producer and/or seller and not against Anrova. Anrova, if allowed, shall try and transfer to the Customer the benefits of the producer’s guarantee and/or that of the third seller which is allotted to Anrova. Anrova is bound by no other guarantee in connection with the hardware, software, products or services of third parties.
   6. The guarantees and warranties as set out in this clause 10 are the sole and exclusive guarantee and warranties provided by Anrova in connection with the services and Deliverables. All other guarantees, warranties and representations, implied or expressly, including guarantees of non-infringement of the rights of third parties, fitness for a particular purpose, conformity with business expectations or needs, expected outcome, business revenues and income, as well as any other are expressly excluded.
8. RISK ALLOCATION
   1. The Customer shall indemnify Anrova and its subcontractors (where relevant) for all the costs, expenses, damages, interests and claims (including legal costs and reasonable lawyers fees) in connection with a claim of a third party or in connection with the services, the use of Deliverables by the Customers, or the engagement set out in the Agreement.
   2. Nothing in this Agreement shall exclude or restrict either Party’s liability for: (i) death or personal injury resulting from negligence; (ii) wilful misconduct or; (iii) fraud.
   3. Anrova is liable towards the Customer for material breaches of the Agreement which are attributable to Anrova, excluding those breaches caused by the Customer or third parties. Without prejudice to clause 11.2, the total and aggregate (i.e. not per damage generating event) liability of Anrova, including contractual and extra-contractual liability, under or in connection with this Agreement is at all times limited to a maximum amount equal to fifty percent (50%) of the total amount of the fees paid by the Customer to Anrova under the Agreement, it being understood that such amount will never exceed the amount of one hundred thousand euros (100.000,00 EUR). Considering the Parties’ mutual rights and obligations as negotiated under the Agreement, Parties consider this risk allocation to be fair and balanced.
   4. In no event shall either Party or its subcontractors, be liable to the other, for (i) loss or damage incurred by the other as a result of third party claims, without prejudice to clauses 6.3 and 11.1; or (ii) incidental, indirect or consequential loss or damage suffered by the other such as but not limited to loss of profit, income, goodwill, data, business opportunity or anticipated saving.
   5. Except with respect to actions undertaken by Anrova for non-payment of invoices, no action, regardless of form, arising under or relating to this engagement, may be brought by either Party more than one (1) year after the cause of action has accrued.
9. DATA PROTECTION AND SECURITY
   1. Each Party shall, at all times, comply with its respective obligations under all Applicable Data Protection Laws in relation to all personal data that is being processed under the Agreement in relation to the services. “Applicable Data Protection Laws” include (a) Regulation (EU) 2016 of the European Parliament and of the Council from 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and the repeal of Directive 95/46/EC (GDPR), (b) the Belgian Law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data, and (c) any changes to or the replacement of the previous legislation, if applicable.
   2. The Customer agrees to have received, have read and be subject to Anrova’s current data processing, data protection and privacy policy, which may be updated from time to time.
   3. Without prejudice to its obligations under data protection legislation, the Customer is responsible for the security of the Deliverables, its hardware, software, infrastructure, networks and systems, as well as the telecommunication services it uses. Similarly, the Customer shall be responsible for any back-up of information or documentation generated under the services. Anrova cannot be held liable for any breach of security caused by the foregoing.
10. COOPERATION
    1. The Customer shall cooperate with Anrova in the performance of the services hereunder, including, without limitation: (i) the observation of all its obligations and responsibilities under the Agreement; (ii) checking the accuracy of the preliminary assumptions provided in the SoW; (iii) the provision of an office and means and equipment suitable for Anrova’s employees where appropriate and free of charge, as well as (remote) access to the IT systems of the Customer where appropriate to perform the project and as agreed between the Parties; (iv) the provision of reliable, accurate and complete information to Anrova, particularly that relating to the specific uses or that which is limited to the activity of the Customer; (v) making decisions in time and obtaining management approvals where required; (vi) appointing a project manager as a contact for Anrova during the project term. If the Customer fails to perform this obligation, then any detriment arising therefrom, such as additional expenses incurred by Anrova or by the Customer as well as any delays to the project, shall be borne by the Customer. The Customer shall be responsible for the performance of its employees and agents and for the accuracy and completeness of all data and information provided to Anrova hereunder and will be responsible for all the extra costs (including delays in the execution of the services) which are caused when this is not accomplished. The Customer shall inform Anrova of all the problems discovered by it during the term of the Agreement and their possible impact on the contractual obligations and the services, times or prices.
    2. Anrova is authorized to refer to all the decisions and approvals taken by the Customer independently of the Agreement and/or before execution by the Parties. Anrova is not obliged to evaluate these decisions and approvals, to modify, confirm, or reject them or to offer advice, unless this expressly set forth in the SoW.
    3. Except as otherwise provided in the SoW, the Customer is solely responsible for: (i) obtaining the lawful and/or administrative authorizations which are necessary within the framework of the services (especially in connection with data protection); (ii) compliance between the delivered services and the legislation and regulations applicable to the Customer; (iii) if relevant, at its expense, advice from a legal expert to guarantee the feasibility and the legal validation of the project and solutions suggested; and (iv) compliance with all laws and regulations applicable to the Customer, including without limitation applicable import and export rules and regulations.
11. NON-EXCLUSIVITY
    1. This Agreement shall not preclude or limit in any way: (i) the right of Anrova to provide consulting or other services, and/or Deliverables, of any kind or nature whatsoever to any individual or entity, even providing services or products which are competitive to those of the Customer, as Anrova in its sole discretion sees fit, or; (ii) developing for itself or for others, materials that are competitive with those produced as a result of the services / Deliverables provided hereunder, irrespective of their similarity to the Deliverables.
12. EMPLOYEES
    1. Anrova is free to nominate or replace the employees (of itself or third parties) engaged for the performance of the Agreement, considering that Anrova will ensure that the employees it uses are qualified for the performance of the services.
    2. During the performance of the services and for a period of twelve (12) months thereafter, neither Party for its own benefit or the benefit of another shall directly or indirectly employ, solicit or retain the services of the personnel of the other Party involved in the services to which the Agreement relates. If one of the Parties would not respect one of the provisions above mentioned, it engages itself by a contractual compensation equal to the gross salary received by the employee during the 12 months which precede its departure, increased social contributions, without prejudice to the right of the other party to request a larger compensation on condition of proving the actual damage. This clause does not prejudice either Party’s right to place general vacancies not specifically aimed at the persons as described in this clause.
13. OTHER TERMS

1. Interpretation

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

2. Force Majeure 

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.

3. Independent contractor

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.

4. Survival

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.

5.  Notices

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

6. Assignment

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).

7. Subcontract

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.

  ​​​​​​8. Waiver

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.

9. Entire 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.

10. Disputes and Governing Law

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.

11. References and publicity

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.

12.  Severability

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.