These general terms and conditions take effect on March 1, 2016.
Article 1. DEFINITIONS
Right Management: the limited liability company Right Management Belgium NV, legally established in 1200 Brussels, Gemeenschappenlaan 110, KBO 0454.921.981, which offers company-wide HR solutions, advice and practical solutions for the intake, transition and outflow of personnel.
Services: the programmes, workshops and services to be provided by Right Management to the Client, as set out in the Partnership proposal.
Partnership proposal: the letter detailing the Services which Right Management will provide to the Client and the fees to be paid.
Agreement: the arrangements established in writing (whether or not in the form of a Partnership proposal) between Right Management and Client, concerning the services to be provided by Right Management to the Client.
Intellectual Property: any intellectual or industrial property, whether protectable by statute, at common law or in equity, that has been or is created or developed by Right Management (whether solely or jointly with others) in providing the Services to the Client, including all copyright, inventions, patents, designs (whether or not registrable), registered and unregistered trademarks.
Participant: a person who follows a Programme at the recommendation of the Client
Materials: anything created, provided, produced or reproduced by Right Management in providing the Services or that relates to the business of the Client, including all documents, records, reports, notes, memoranda and computer media and also photocopies or other reproductions of existing materials.
Client: any natural person or legal person that charges Right Management with the execution of work pursuant to an Agreement.
Programme: a series of planned and structured Services provided by Right Management as described in the Partnership proposal.
Confidential Information: information
- about the Partnership proposal;
- about the Services;
- that is generated by Right Management solely or jointly with others in providing the Services; or
- about either party or its business or activities that is disclosed to the other party,
- whether the information is in oral, visual or written form or is recorded or embodied in any other medium.
Article 2. SCOPE
- These terms of agreement apply to all offerings of, assignments for, and Agreements with Right Management. These terms of agreement also apply to possible supplemental assignments and follow up assignments. Stipulations and Agreements that deviate from these terms of agreement are valid only insofar they are confirmed in writing by Right Management. The terms of agreement of the Client, even those which were announced later, do not apply to the Agreement, unless, expressly and in writing accepted by Right Management.
- If with respect to the terms of agreement the Participant for whatever reason is able to appeal to the nullification of specific stipulations on the grounds that these are unreasonably burdensome for him or her, these stipulations nevertheless remain valid in the relationship between Right Management and Client, unless the Client is entitled to independently appeal to the nullity of such a stipulation and the Client in fact appeals to such nullification.
Article 3. INVOICING TERMS
- Invoices for Services rendered are due within 30 days from the date of the invoice unless otherwise indicated in the Agreement.
- The Client shall pay Right Management for the Services as provided for in the Agreement.
- The Client shall reimburse Right Management for the cost of all reasonable disbursements, such as airfares, taxis, accommodation, meals costs incurred by Right Management in connection with providing the Services.
- Right Management fees are inclusive of the preparation, administration and presentation of the Programme(s) and Services, detailed in the Agreement. Fees for Services not detailed in the Agreement will be separately negotiated as required.
- In the case of outplacement services, unless otherwise provided for in the Agreement, invoices are issued for the full amount of the quoted programme fee as soon as the program has commenced, and a termination of this Agreement will not affect any Programmes commenced prior to the effective date of the termination.
Performance for all other services are invoiced on a monthly basis.
- All fees for Services are VAT exclusive.
- Except as otherwise provided for in the Agreement, all fees can be modified on a yearly basis, as from January 1st of each year, or in case of change of the scope of the Services jointly with the Client.
- If the Client does not pay the invoices for Services performed within 30 days after the invoice date, the amount of the invoice will automatically and legally be raised with a late fee of 1 % per month and a lump sum of 75€ per due invoice for administrative costs.
- All costs of collection, including all costs of legal assistance, in legal as well extra-legal proceedings, are entirely for the expense of the Client. In any case, with respect to extra-legal costs, Right Management will charge 15% of the owed principal amount without any obligation to substantiate these costs.
Article 4. CANCELLATION OR CHANGE OF DATE
Unless specified otherwise in the Partnership proposal, for Services other than outplacement services, the Client is allowed to cancel scheduled Services subject to the following:
– If cancellation notice is received 8 working days or more prior to the delivery date of the scheduled Services, no charges,
– If cancellation notice is received between 7 and 4 working days prior to the delivery of Services, 50% of charges (incl. VAT), and
– If cancellation notice is received 3 or fewer working days, full charges (incl. VAT) apply.
Article 5. DUTY OF CARE
- In providing the Services, Right Management will use reasonable skill, care and diligence, which can be expected of a professional service provider
- Right Management will provide the Services in such a manner and with such consideration for the Client as to maintain the good name and professionalism of the Client, and shall comply with all reasonable instructions from the Client’s management in respect of the provision of these services. Services will be provided at the Client’s premises, Right Management’s premises or elsewhere, as agreed from time to time.
- Right Management reserves the right to reject or accept with conditions a Participant referred to it by the Client. If the introductory interview with the Participant indicates this may be the case, Right Management will inform the Client of this. The Client and the Participant agree to mention physical, emotional and other items that could influence the participation of the Participant.
- If in addition to or contrary to the information that is provided during the exploratory discussions with the Client and the Participant, circumstances still occur or new circumstances become known that represent serious obstacles to the execution or the duration of the assignment, Right Management may suspend the guidance until a yet to be determined time, or terminate it.
- The Client and the Participant are responsible for the information related to the assignment that is provided to Right Management.
Article 6. HEALTH AND SAFETY
- Both parties will abide by any health and safety, EEO and human rights legislation, rules or instructions and otherwise act in respect of the maintenance of a safe work site through the exercise of safe work practices.
- Right Management does not assume any obligation of the Client under such legislation.
- On sites where there is a multiple provision of Services and works, the Client shall establish a clear hierarchy of responsibilities related to health and safety management between all parties.
Article 7. LIABILITY AND INSURANCE
- The commitments of Right Management are qualified as an obligation of means. Any potential liability should be assessed in the light of this qualification.
- Right Management can in no case be held contractual liable for indirect or consequential damages of any kind, which the Client may suffer as a result of errors or defects by Right Management. The contractual liability of Right Management will be limited in any case to the amount of compensation already paid by the Client for the service and the maximum fee for one year if the Agreement was concluded for a longer period.
- Right Management shall take out and maintain appropriate professional indemnity insurance for the duration of the Agreement. In any case, ( incl. if one or more clauses of art. 7 are unenforceable) any (extra-) contractual liability on the part of Right Management with respect to the Client is limited to the amount that is paid out in the corresponding case under Right Management’s liability insurance, whereby the deductible will be charged to the Client. Unless otherwise specified, this limitation of liability is applicable, whatever the liability regime stipulates, like contractual liability, extra-contractual liability, objective liability, even in case of gross negligence.
- Possible limitations to liability negotiated by Right Management with engaged third parties even not with regard to the execution of the service in question are directly applicable between Right Management and the Client.
- The Client indemnifies Right Management against all damages that Right Management might suffer as a result of claims of third parties that are related to the goods, Services or products delivered by Right Management, including but not limited to:
– Claims of third parties, employees of Right Management included, who suffer damage related to the execution of the Agreement that results from actions or neglect on the part of the Client, incl. agents or from the result of unsafe situations in the company of the Client;
– Claims of third parties who suffer damages resulting from a defect in the goods in so far used by the Client , Services or products provided by Right Management that are used, modified or delivered in turn by the Client with the addition of or in conjunction with its own products, software or Services of the Client.
- A precondition for the existence of any right to damage compensation, subject to forfeiture any right to compensation, is that the Client must report the damage to Right Management in writing as quickly as is reasonably possible after its occurrence, at the latest within four weeks after the damages occurred.
Article 8. FORCE MAJEURE
Right Management is not bound to perform any obligation in the Agreement if it is hindered in this by a situation that is not its fault, or not its responsibility in accordance with the law, legal act or prevailing views. In this case Right Management is in no way obliged to pay the damages that occur. The intended circumstances are, for example but not limited to, a natural disaster, war, strike, industrial dispute, work stoppage, fire or government intervention.
Article 9. CONFIDENTIALITY
Neither party may, either during or after the term of this Agreement, disclose or cause or permit to be disclosed any Confidential Information (or allow or assist or make it possible for any person to observe or have access to any Confidential Information), except with the prior consent of the other party. This obligation does not apply to the following:
– information after it becomes generally available to the public other than because of a breach of this Agreement by either party;
– the disclosure of information in order to comply with any applicable law or legally binding order of any court, government, semi-government authority or administrative or judicial body or the applicable rules of any stock exchange;
– information that is disclosed by a party after it is disclosed to that party by a third party with the lawful right to make that disclosure, if the use or disclosure accords with the rights lawfully granted to that party by the third party.
Article 10. FEDERGON OUTPLACEMENT CODE OF CONDUCT
- Right Management, the Client and Participant are obliged to respect the Federgon Outplacement code of conduct, to the extent that the programme falls under the scope of the aforementioned code of conduct. This code of conduct is provided to the Client and Participant for each Agreement concluded.
- Right Management will inform the Participant about the complaints procedure of the Ombudsman service for private employment agency.
Article 11. INDUSTRIAL ACCIDENT INSURANCE
- Right Management commits itself – in case an outplacement agreement has been closed – towards the Client to close an industrial accident insurance, that insures all accidents during the execution of the outplacement assignment and accidents on the way to or from the place where the outplacement has been executed which are not covered by the insurance of the Client. The same protection is offered as covered by the industrial accident insurance.
- Right Management agrees also that in case of non-compliance with the above, the employee can claim, because of his injury , an additional compensation equal to three months’ salary, if the employee becomes the victim of an accident, regardless of any other claims to Right Management.
Article 12. INTELLECTUAL PROPERTY
- The Client acknowledges that Right Management will own all rights, title and interest to all Intellectual Property and Materials created, made or developed by Right Management in the course of providing the Services.
- Any improvement to or development of any of the Intellectual Property and Materials made by Right Management after the commencement of the provision of the Services will be the sole property of Right Management which may apply for, in its name and at its cost, any rights in respect of the improvement or development.
- The Client is not permitted to communicate the Intellectual Property and Materials made by Right Management to a third party or allow a third party to use, reproduce, copy, customise, communicate, modify or adapt these without the prior written permission of Right Management.
- During and after the term of the engagement of Right Management to provide the Services and at the request of Right Management, the Client must execute any documents and take such action as Right considers necessary or desirable to:
i. assist or allow Right Management to perfect, enforce, assert or defend its interest in and rights to use, reproduce, publish, perform, exhibit, transmit, communicate or adapt the Intellectual Property and the Materials; or
ii. generally give effect to this clause, including assisting in relation to any litigation commenced by or brought against Right Management.
Article 13. TERMINATION OF AGREEMENT
- Both parties may annul the Agreement due to a shortcoming on the part of the other party, if before annulment the party that annuls the Agreement provides the other party details in writing concerning the shortcoming and gives it a reasonable opportunity to correct the shortcoming within five working days .
- In the following situations Right Management has the right to terminate the Agreement with immediate effect, without notice of default or judicial intervention, without prejudice to the right of Right Management to damage compensation and possible other rights:
i. If the Client is or is declared to be in a state of bankruptcy;
ii. If the bankruptcy of the Client is requested (by a third party) or by the Client itself;
iii. If a (temporary) suspension of payments in respect of the Client is granted;
iv. If the Client’s company is shut down, wound up, entirely or partially transferred, or a settlement is arranged to transfer the assets of the Client to a creditor, or preparations are taken for the above-mentioned transactions;
v. If the Client fails to comply on time or properly with any of its obligations resulting from the Agreement or from other agreements resulting from it.
- All claims that Right Management might have or receive with respect to the Client due to the cases mentioned in the previous section are payable immediately and in full.
Article 14. NATURE OF RELATIONSHIP
The relationship between the parties is that of independent Client and Contractor, and nothing in this Agreement shall constitute the relationship of employer/employee between the parties or their respective employees.
Article 15. PERSONAL INFORMATION
- Right Management shall process personal information only on behalf of the Client, for processing purposes, and in accordance with Client’s instructions pursuant to these terms of agreement and the Partnership proposal. Right Management shall maintain the confidentiality of all personal information and shall not disclose, transmit, or otherwise make the personal information available to third parties, unless such disclosure, transmission, or making available is consistent with the purpose and intent of the Agreement.
- Right Management shall make the personal information available only to its employees who have a need to access the personal information in order to perform the Services. Right Management agrees and warrants that it shall take adequate and organisational security measures to safeguard personal information against unauthorised access, destruction, disclosure, transfer, or other improper use.
- Right Management’s processing shall comply with all requirements set forth by any applicable data protection, privacy, information security laws and regulations to which Right Management is subject, including any and all local, state, or federal statutes that address personal information in any way, including and/or the European Commission approved data transfer directive, in the EU.
Article 16. SETTLEMENT OF DISPUTES
- It is crucial to the success of this Agreement that the parties maintain a prudent, friendly and open business relationship. Possible differences of opinion must be expressed immediately with a view toward early discussion and if possible an amicable solution.
- Dutch law is applicable to the relationship between Right Management and the Client.
- All disputes that might arise between Right Management and the Client on the occasion of this Agreement or further relevant agreements will be settled exclusively by the competent court in Brussels.