February 14, 2017, English version (For Dutch/French version, please email info@TAeconomics.com:
1. These general terms and conditions are applicable on all offers made, service provided (the Assignment), engagements and other consulting agreements (the Agreement) closed (together Services), by T/A economics BV, T/A economics BVBA, and its representatives and sub-contractors (hereafter referred to collectively as T/A economics) for the benefit of the party commissioning the Services (hereafter referred to as the Client).
2. The applicability of any purchasing or other general conditions imposed by the Client are not applicable, unless otherwise explicitly agreed in writing.
3. T/A economics will while executing the Assignment and/or Agreement perform all reasonable efforts for their successful completion within the prevailing regulations, and interpretations thereof, known at that time of execution.
4. We will perform our Services as independent contractor. The Client cannot conclude contracts for the risk and account of T/A economics, and vice-versa, unless otherwise explicitly agreed in writing separately, by the means of a Power of Attorney.
5. The Client commits to make reasonable and qualified resources available for performing oversight of the Services rendered by T/A economics. The Client remains at all time accountable for managerial decisions in relation to the Services, the use or implementation of the results of the Services, as well as for the assessment of the appropriateness of the Services in respect of the objectives of the Client.
6. The Client commits to make available to T/A economics, in a timely manner, all resources that are necessary for rendering the Services, including but not limited to information, tools (access to systems, premises) and assistance (management and staff).
7. As far as reasonably known to the Client, all information provided by the Client or for the account of the Client, will be accurate and complete in all material aspects. The submission of information by the Client to T/A economics will not infringe a copyright or any other right of a third party.
8. We will rely on the information rendered, tools and assistance without further independent verification or assessment, unless otherwise agreed.
9. The Client retains accountable for its management and staff in view of compliance with these general terms and conditions.
10. All information, advices, recommendations and other content of deliverables, presentations or other statements that we provide under the Assignment and/or Agreement (hereafter collectively Deliverable), other than information of the Client itself, are for internal use by the Client only in respect of the Services rendered.
11. It is not allowed for the Client to make our Deliverable, or parts or summaries of it, publicly available, or to refer to T/A economics in respect of the Services rendered, except for use by: (a) your legal counsel that can only use our Deliverable to provide counsel to the Client, (b) bodies formally requiring the Deliverable as a consequence of legal proceedings, of which it is imperative to notify T/A economics, (c) other entities, including entities affiliated to the Client, upon our written consent that will stipulate the scope of use of our Deliverable, or (d) other stakeholders, including government bodies insofar the Deliverable was clearly intended to be rendered to them.
12. Also in the cases where it is allowed to make the Deliverable, or parts of it, available to third parties, the Client is not entitled to make any changes.
13. Also in the cases where it is allowed to make the Deliverable, or parts of it, available to third parties, it is the responsibility of the Client to point out to these third parties that no rights can be derived from the Deliverable, for any purpose.
14. It is allowed for the Client to incorporate overviews, calculations and tables based on the Deliverable in internal documents, but not our recommendations, conclusions or findings. If subsequently these internal documents are made public, the Client is exclusively accountable for the content thereof.
15. It is not allowed to rely on a concept or draft Deliverable. Once the Deliverable has been finalized and delivered, we are not responsible for amending the Deliverable in case of changed facts and circumstances whether these occurred prior to delivery of the Deliverable but of which T/A economics was not made aware by the Client, or whether these occurred after the delivery of the Deliverable.
16. T/A economics cannot be held accountable by the Client (or other parties to which the Services were provided) for any damage in connection with claims arising out of the Services, consisting of loss of profits, data or goodwill or any other consequential, incidental, indirect or specific damages, whether on the basis of a specific legal stipulation, and irrespective of the potential foreseeability of such damage.
17. T/A economics can be held accountable (Our Liability) by the Client (or other parties to which the Services were provided) for the aggregate damage in connection with claims arising out of the Services, on the basis of breach of contract governing the Services or on the basis of tort, whether on the basis of breach of contract, or on the basis of tort, for an amount limited to (3) three times the fees invoiced for the Services that directly caused the aggregate damage. In the event the Assignment effectively covers a period of over 6 months, Our Liability shall be limited to (3) three times the fees invoiced 6 months prior to the incident that gives rise to our liability and that causes the damage. In the event that the Assignment is split up in separate phases or modules, Our Liability shall be limited to (3) three times the fees invoiced for the phase or module in which the incident that gives rise to our liability and that causes the damage took place.
18. If we are liable to you (or to any others for whom Services were provided) in connection with the services, for damage to which any other persons have also contributed, our liability to you shall be several, but not joint, with such others, and shall be limited to our fair share of that damage, based on our contribution to the damage relative to the contribution of such others. No limitation or exclusion on the liability of others shall impact any assessment of our proportionate liability. Nor shall settlement of, or difficulty enforcing any claim, or the death, dissolution or insolvency of any such other responsible persons or their ceasing to be liable for the damage or any portion thereof, affect any such assessment.
19. Any claim relating to the Services or otherwise under this Agreement shall be made by the Client no later than (6) months after the date on which you became aware or may reasonably be expected to have become aware of the incident that gives rise to such claim.
20. The limitations stipulated in articles 16 through 19 of these general terms and conditions are not applicable to damages caused by our fraud or willful misconduct (bedrog of opzettelijke fout/dol ou faute intentionnelle) or to the extent it follows stipulations of Services explicitly prohibited applicable law.
21. The client will not make a claim or bring proceedings relating to the Services or otherwise against any other firms which we may subcontract, against our members, shareholders, directors, officers, partners, principals or employees. The Client shall make any claim or bring proceedings only against T/A economics.
22. The client will indemnify us, to the fullest extent possible by applicable law, against all claims by third parties (including your affiliates and professional advisors) and resulting damages, costs and expenses (including reasonable legal costs) arising out of our Deliverable by the third party, unless we have specifically authorized, in writing, specific reliance on the Deliverable
23. During the execution of our Services, we may make use of data, software, designs, utilities, tools, models, systems, methodologies and know-how (hereafter referred to as Materials) that are our property, or for which we have a license to use. Our Deliverable will not imply, by no means, the transfer of any intellectual property or other rights in the Materials, including any improvements or knowledge developed in due course of rendering our Services, yet not containing information pertaining to the Client.
24. Upon payment for the Services, the Client is entitled to use any of the Materials included in the Deliverable, as well as the Deliverable itself insofar permitted by our Agreement.
25. Confidentiality. Unless otherwise agreed, it is not permitted, not for T/A economics, not for the Client, to disclose to third parties the contents of our Assignment and/or Agreement, or any information provided by or on behalf of the other that ought reasonably be treated as confidential and/or proprietary. To the extent there is no stricter regulation applicable, either of us may disclose such information to the extent that: (a) it is or becomes public other than through breach of the Agreement, (b) it is subsequently received by the recipient from a third party who, to the knowledge of the recipient, owes no obligation of confidentiality to the disclosing party with respect to that information, (c) it was known to the recipient at the time of disclosure or it is thereafter created independently, (d) it is disclosed as necessary to enforce the rights of the recipient under this Agreement, (e) it must be disclosed under applicable law, legal process or other regulations, or it is necessary in case the recipient acts on its own behalf in disciplinary, criminal or civil proceedings to which such information may be relevant.
26. It is allowed that either of us may use of electronic media to correspond or transmit information and such use will not institute a breach of any confidentiality obligations under this Agreement.
27. T/A economics is allowed to disclose information in connection with the Client and in connection with the Services to third parties providing services on our behalf as subcontractor, whereas T/A economics shall retain responsibility for retaining confidentiality of such information.
28. Payment. The Client shall execute payment for our professional fees and applicable expenses in connection with the Services as detailed in our Statement of Work. Our fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs that may be imposed in connection with the Services, all of which the Client shall pay (except for taxes imposed on our profit generally).
29. Unless otherwise agreed, in writing, payment is due within (30) thirty days following the date of our invoice.
30. We may charge additional professional fees if events beyond our control (including your acts and omissions) affect our ability to perform the Services as planned or if you ask us to perform additional tasks.
31. If applicable law, legal process or government action requires us to produce information or personnel as witnesses with respect to the Services or this Agreement, you shall reimburse us for any professional time and expense, including legal costs, incurred to respond to the request, unless we are a party to the proceeding ourselves or if we the subject of the investigation.
32. Neither party, not T/A economics, not the Client, shall be liable for breach of this Agreement, except for payment obligations, caused by circumstances beyond your or our reasonable control (force majeur).
33. This Agreement covers the full period when the Services were provided, whenever performed, including before the date of this Agreement.
34. The termination of this Agreement shall coincide with the completion of the Services. Either party, however, may terminate it, or any particular part of the Services, earlier taking into account a 30 day period of prior written notice. In addition, we may terminate this Agreement, or any particular part of the Services, immediately upon written notice to you if we reasonably determine that we can no longer provide the Services in accordance with applicable law.
35. The Client will pay T/A economics for all work-in-progress, i.e. Services already performed and expenses already incurred, up to and including the effective date of the termination of this Agreement.
36. Unless there are stricter regulations, our respective confidentiality obligations under this Agreement shall continue for a period of (3) three years following the termination of this Agreement, whereas other provisions under this Agreement that give rise to other rights or obligations to either party shall continue in definitely following the termination of this Agreement.
37. This Agreement, as wells as any non-contractual matters or obligations arising out of this Agreement or the Services, shall be governed by, and construed in accordance with, the laws of Netherlands with respect to T/A economics BV and the laws of Belgium with respect to T/A economics BVBA.
38. Any dispute relating this Agreement or the Services, shall be submitted first to voluntary mediation, and if such mediation is not successful within a period of (90) ninety days upon the request therefore, then shall be submitted to the courts of Amsterdam with respect to T/A economics BV or the courts of Brussels with respect to T/A economics BVBA.
39. This Agreement constitutes an entire agreement between T/A economics tiand the Client in relation to the Services and the other matters it covers. It supersedes all prior agreements, understandings and representations with respect thereto, including any previous confidentiality agreements.
40. Both parties may execute this Agreement (and potential modifications thereof) by electronic means, and each party may sign a different copy of the same document. Both parties must agree in writing any modifications to the Agreement or any Statement of Work hereunder.
41. Each of the parties represent that the person signing this Agreement and any Statement of Work hereunder on its behalf is expressly authorized to execute them and bind each of us to their terms. The Client represents that the affiliates and any others to whom the Services are rendered, shall be bound by the terms of this Agreement.