Terms and Conditions
Article 1 – Definitions
For the purposes of these General Terms and Conditions of Service and the Service Agreement – Engagement Letter of JK7Consulting, the terms referred to in this article are defined as follows:
• "Article": refers to one of the articles of the General Terms and Conditions of Service.
• "Client": refers to the natural or legal person or any other type of entity for which the Service Provider carries out one or more assignment(s).
• "General Terms and Conditions": refers to these General Terms and Conditions of Service.
• "Agreement": the set of rights and obligations between the Client and the Service Provider which is materialized by the following contractual documents: the General Terms and Conditions of Service and the Service Agreement – Engagement Letter as well as any amendments thereto.
• "Service Agreement – Engagement Letter": refers to the agreement concluded between the Service Provider and the Client which defines the specific conditions of the contractual relationship.
• "Normal Communication": refers to the communication time spent by the Service Provider with the Client. Normal communication is defined as a correct and necessary weekly communication time for the provision of services spent by the Service Provider with its Client.
• "Assignment(s)": refers to any service, specific and/or general, provided by the Service Provider.
• "Parties": refers to the Client and the Service Provider.
• "Service Provider": refers to the limited liability company JK7Consulting, whose registered office is located at Rue du Trieu Gilson 6 in 6280 Gerpinnes and whose operating office is located at Avenue de Philippeville 40 in 6280 Gerpinnes, registered with the Crossroads Bank for Enterprises under number 0747.526.639.
Article 2 – Scope of Application
The General Terms and Conditions determine the terms of intervention of the Service Provider in the context of its assignments carried out for and/or on behalf of the Client.
Any collaboration between the Service Provider and the Client is subject to a Service Agreement – Engagement Letter which defines in particular the assignments and remuneration of the Service Provider.
Any conclusion of a Service Agreement – Engagement Letter between the Parties entails full and unreserved acceptance by the Client of the General Terms and Conditions.
The General Terms and Conditions form with the Service Agreement – Engagement Letter a global and indivisible agreement. The General Terms and Conditions and the Service Agreement – Engagement Letter concluded between the Service Provider and the Client form the Agreement.
Article 3 – Formation of the Agreement
The acceptance of the Agreement by the Client is materialized by its signature on the Service Agreement – Engagement Letter. This step is equivalent for the Client to acknowledging that it has fully read and approves, without reservation, the General Terms and Conditions and the Service Agreement – Engagement Letter.
The acceptance of the Agreement by the Service Provider is also materialized by its signature on the Service Agreement – Engagement Letter. The Service Provider will inform the Client in case of non-acceptance on its own initiative.
The formation of the Agreement is materialized upon the meeting of the signatures of both Parties.
Article 4 – Assignments
4.1. The Service Agreement – Engagement Letter defines the assignments of the Service Provider vis-à-vis the Client.
4.2. The assignments are understood to exclude any interference by the Service Provider in the management of the Client's activity and/or the management of the Client itself, who remains solely responsible for its strategic choices and the results that will follow.
The Client also remains responsible towards third parties for the completeness, reliability and accuracy of accounting and financial information contributing to the presentation of its accounts and/or impacting its tax situation as well as internal control procedures contributing to the preparation of these accounts.
The Client remains responsible for the proper application of legislation and regulations in force; the Service Provider cannot be considered as substituting for the Client's obligations by virtue of its assignments.
4.3. The Service Provider is exempt from any verification of the reality of the amounts that will be entrusted to it by the Client or its agents, as well as the reality and/or reliability of all acts, contracts, inventories, invoices and supporting documents, generally of any kind, that will be entrusted to it or presented as probative documents or to be used as such.
The assignments do not include in particular the control of the materiality of operations, physical inventories of the Client's assets (stocks, fixed assets, cash in particular), the use of the procedure for confirmation of balances with third parties by means of direct confirmations and the assessment of internal control procedures.
4.4. Independence
In order to clarify the nature of the relationship between the Service Provider and the Client, it should be noted that the Service Provider is an independent contractor and not an employee, partner or agent of the Client. The assignment, subject of the Service Agreement – Engagement Letter, does not create any partnership or legal association between the Service Provider and the Client.
4.5. Limitation of Liability
It is important to ensure that the Service Provider and the Client are on the same page regarding liability related to the Service Agreement – Engagement Letter. The Service Provider's liability related to its engagement will be limited to the fees paid by the Client. The Service Provider will not be liable for indirect, incidental, consequential or punitive damages.
Article 5 – Remuneration
5.1. The Service Provider receives from the Client remuneration whose amount is fixed in the Service Agreement – Engagement Letter, and which is exclusive of any other remuneration, even indirect.
The remuneration will be revised from one calendar year to another based on, among other things, the positive variation of the consumer price index (progression of the last known index at the date of revision of the remuneration compared to the last reference index known at the date of signature of the Service Agreement – Engagement Letter).
5.2. All prices and remuneration are indicated in euros, VAT excluded.
5.3. Any increase in VAT or any new tax that would be imposed will be borne by the Client.
5.4. The prices indicated in the Service Agreement – Engagement Letter only cover the performance of the assignments described in this Service Agreement – Engagement Letter to the exclusion of all other work or services.
If these are ordered by the Client, they will be invoiced to it in addition to the price provided in the Service Agreement – Engagement Letter.
Article 6 – Invoicing / Payment
6.1. Invoicing
For all recurring invoices, the invoicing date will be the last day of the month.
For any other invoicing, the invoice date will be that of the start of the work carried out by the Service Provider.
6.2. Payment Terms
Payment of remuneration is made in cash. It is specified that no discount is granted in case of advance payment.
Payment of remuneration may also be made according to the specific terms set out in the Service Agreement – Engagement Letter.
6.3. Late Payment and Default
Any amount due and not paid will bear interest at the rate of 1% per month, from the date of its maturity automatically and without notice.
In case of non-payment of remuneration at the scheduled maturity and/or in case of non-compliance by the Client with any provision appearing in the General Terms and Conditions and/or the Service Agreement – Engagement Letter, the Service Provider has the possibility to immediately suspend the work undertaken. When the assignment is suspended, the deadlines for delivery of work are extended for a period equal to that of the suspension provided that the Service Provider has all the information necessary for the execution of the work to be carried out. During the suspension period, the Client's obligations remain applicable.
6.4. Dispute
Any dispute of an invoice must be made upon receipt and justified. Said dispute cannot justify non-payment of other undisputed services, including those included in the same invoice.
Article 7 – Rights and Obligations of the Client
7.1. The Client refrains from performing any act likely to undermine the independence of the Service Provider, its representatives or its collaborators; this applies particularly to offers made to collaborators to perform assignments on their own account or to become an employee of the Client.
7.2. For the performance of the assigned assignment, the Client undertakes to scrupulously respect its duty of complete information and its duty of collaboration.
The Client undertakes to provide the Service Provider with all the information and all the support necessary for the implementation of the procedures agreed in Article 1 of the Service Agreement – Engagement Letter. The Client undertakes to respect the deadlines established according to the previously established schedule. By necessary information and support, it is understood all the data and all the help that the Service Provider needs in order to perform its assignment.
In this perspective, for the collaboration framework to be effective, a cohesive effort is required between the Service Provider, the Client and its advisors. Success will be more guided by the story developed around the data rather than by the figures themselves. The Service Provider's ability to articulate this story will be directly impacted by the responsiveness to information requests and by the accuracy and detail of the Client's responses. Although the opinion of value and the work product are entirely the responsibility of the Service Provider, the initial data and information transmitted by the Client will significantly influence the entire work of the Service Provider and must therefore be complete and accurate.
The Client undertakes to keep an open and positive mind and to challenge itself to perform tasks in a different way from what it has already done before, according to the recommendations and requests of the Service Provider.
The Client undertakes to do everything possible to execute its commitments towards the Service Provider in the most correct manner possible. It is understood that the Client will not solicit the Service Provider excessively in relation to the actual scope of the assignment. Otherwise, all these services outside the scope of the Service Agreement – Engagement Letter will be invoiced in addition to the Client.
The Client undertakes to pay the Service Provider the remuneration as fixed in the Service Agreement – Engagement Letter.
Article 8 – Rights and Obligations of the Service Provider
8.1. The Service Provider undertakes to bring all its care to the execution of the assignments entrusted to it, within the limits of the means provided to it.
The Service Provider does not contract any obligation to produce a specific result (obligation of result), but only the obligation to do everything possible to achieve such a result (obligation of means). However, the Service Provider undertakes to perform the duties and tasks entrusted to it under the Service Agreement – Engagement Letter with all the diligence, loyalty, seriousness and competence that the Client is entitled to expect from an experienced specialist.
The Service Provider cannot be held responsible for the absence or irregularity of inventories, these never being drawn up by the Service Provider.
The Service Provider performs and organizes the assignments in a completely independent manner. No person designated by the Service Provider for the Parties may, whatever the circumstances, consider performing the services or behaving as an employee or agent of the Client.
The Service Provider must, according to the mutually agreed terms, report on specific projects undertaken, tasks accomplished and results obtained. However, it is not required to report or account for its working methods.
Without prejudice to its general obligation of proper performance of services, the Service Provider organizes the activities of its staff relating to services in a completely independent manner vis-à-vis the Client, in accordance with the absence of an employment relationship between the Client and the Service Provider's staff.
The Service Provider is only responsible for the judicious application of laws and regulations in force on the day of the execution of its assignment, in safeguarding the interests of the Client, on the express condition of compliance by the Client with the deadlines set in Article 7. In general, the Service Provider cannot be held responsible in case of non-compliance by the Client with the obligations incumbent upon it under Article 7.
The Service Provider will be released from all liability with regard to acts, writings, declarations and any actions whatsoever performed by the Client, its agents or any third party at its office, on their own initiative and/or without the knowledge of the Service Provider, and which could have unfavorable repercussions on the normal pursuit of the assignments entrusted to it.
8.2. The Service Provider will perform the assignments entrusted to it with conscience, impartiality and dedication.
The Service Provider will automatically renounce to perform these, as soon as its independence of fact and spirit is undermined, and will make it known as soon as possible to its Client.
8.3. The Service Provider may have or allow to be performed, under its own responsibility, all or part of the duties arising from the Agreement, by its agents or employees, with the exception of representation assignments where only the persons specifically designated in the power of attorney have the power to act.
The Service Provider reserves the right to freely subcontract all or part of the assignments incumbent upon it under the Agreement.
8.4. In case of suspicion of tax fraud and/or opening of criminal proceedings, the Service Provider may defer its intervention until the closure of the criminal proceedings and, where appropriate, in case of criminal prosecution, until the moment when a decision with res judicata force closes the dispute.
Article 9 – Application and Enforceability of the General Terms and Conditions
9.1. Any assignment performed by the Service Provider is governed exclusively by:
• The Service Agreement – Engagement Letter, and
• The General Terms and Conditions of Service.
9.2. The General Terms and Conditions and/or the Service Agreement – Engagement Letter may only be derogated from by written agreement of the Service Provider. Any derogation granted by the Service Provider to the General Terms and Conditions and/or the Service Agreement – Engagement Letter does not in any way invalidate the application of other articles for which no derogation is provided.
9.3. The conditions, rights and obligations mentioned in the Service Agreement – Engagement Letter and the General Terms and Conditions are the only conditions applicable to any assignment carried out by or on behalf of the Service Provider, including assignments provided by the Service Provider jointly with a third party designated by the Service Provider.
The Service Agreement – Engagement Letter and the General Terms and Conditions prevail over all other general or specific conditions emanating from the Client. Except for prior written agreement of the Service Provider, which must exclusively be mentioned in the Service Agreement – Engagement Letter or in an intervention request formulated in writing by the Client and accepted by the Service Provider, the general or specific conditions of the Client are neither applicable nor enforceable against the Service Provider regardless of when they may have been brought to its attention.
9.4. The fact that the Service Provider does not rely at a given time on one of the clauses of the General Terms and Conditions or the Service Agreement – Engagement Letter cannot be interpreted as constituting a waiver to rely subsequently on one of said clauses.
9.5. If a clause or condition were declared null by court decision, this nullity would not entail the nullity of the General Terms and Conditions or the Service Agreement – Engagement Letter. If necessary, the Parties will negotiate in order to agree on one or more provisions that would make it possible to achieve, as far as possible, the objective pursued by the clause(s) declared null.
Article 10 – Duration
Long-term Assignment
10.1. The Service Agreement – Engagement Letter takes effect on the date indicated therein.
10.2. The Service Agreement – Engagement Letter is automatically concluded for a period of one year.
10.3. The Service Agreement – Engagement Letter will be automatically renewed for a period of one year on the anniversary date of its taking effect.
10.4. Both Parties may terminate the Service Agreement – Engagement Letter at any time before the date referred to in the Service Agreement – Engagement Letter, by registered letter, with a notice period of 2 months. This notice period takes effect immediately.
Fixed-term Assignment (Project)
10.5. The Service Agreement – Engagement Letter takes effect on the date indicated therein.
10.6. The Service Agreement – Engagement Letter is concluded for the duration appearing therein.
10.7. Both Parties may terminate the Service Agreement – Engagement Letter at any time before the date referred to in the Service Agreement – Engagement Letter, by registered letter.
10.8. In the case of a long-term assignment, as well as in the case of a fixed-term assignment (project), the bankruptcy of the Service Provider or the Client will automatically result in the termination of the Agreement, without any compensation.
Article 11 – Effects of Termination
11.1. In case of termination by one of the Parties, the Service Provider entirely and totally ceases all its assignments on the effective date of termination.
11.2. All remuneration paid and/or due on the termination date, even not yet invoiced on that date, will remain definitively acquired by the Service Provider.
Article 12 – Termination Clause
In the event that the Client fails to comply with its contractual obligations, the Service Provider will notify the Client, by email, of the observed breaches. In the event that the Client fails to put an end to its breaches within 15 days from the sending of the registered letter, the Service Agreement – Engagement Letter between the Service Provider and the Client will be terminated automatically by the mere fact of the notification of the Service Provider's will to the Client by registered letter. The Client will owe, automatically and without further notice, a flat-rate compensation equal to 30% of the amount of the Service Agreement – Engagement Letter excluding VAT (or the balance), as loss of profit, without prejudice to the right of the Service Provider to claim compensation for its actual damage.
Article 13 – Force Majeure
13.1. The performance of the Parties' obligations will be suspended in case of force majeure event likely to prevent or delay the performance of the contractual obligations of one of the Parties. By force majeure event, it is meant any event beyond the control of the Party invoking it and which it could not reasonably protect itself against. Constitute in particular (but not exclusively) cases of force majeure: strike within the Service Provider or a third party whose assistance is required to perform an assignment, unavailability of a public, logistical or computer service, etc.
13.2. If the force majeure event continues its effects beyond a period of one month, each of the Parties may, after sending a registered letter to the other Party, immediately and automatically terminate the Agreement.
Article 14 – Modification of the Agreement
14.1. In case of modification of the accounting, tax, legal or social situation of the Client, the Service Provider may be required to adapt the initial assignment and propose to the Client new contractual conditions in line with the new situation of the Client.
14.2. The Service Provider reserves the right if necessary to modify the General Terms and Conditions and undertakes to inform its Client by email. In the absence of termination by the Client, the Service Provider will apply the new General Terms and Conditions with immediate effect.
Article 15 – Confidentiality and Intellectual Property
15.1. The Service Provider undertakes to preserve confidentiality and intellectual property, at all times during the Service Agreement – Engagement Letter and thereafter, of all information of a confidential or sensitive commercial nature received by the Service Provider or its staff from the Client.
All property, software and other materials provided by the Client for the performance of the Service Agreement – Engagement Letter, or property created in the context of the provision of services under the Service Agreement – Engagement Letter, are and will remain the property of the Client.
The Client undertakes not to share with third parties the tools made available by the Service Provider.
15.2. The Client also undertakes to preserve confidentiality and intellectual property, at all times during the Service Agreement – Engagement Letter and thereafter, of all information of a confidential or sensitive commercial nature received by the Client or its staff from the Service Provider.
All property, software and other materials provided by the Service Provider for the performance of the Service Agreement – Engagement Letter, or property created in the context of the provision of services under the Service Agreement – Engagement Letter, are and will remain the property of the Service Provider.
The Service Provider undertakes not to share with third parties the tools made available by the Client.
15.3. The Service Provider remains the owner of the know-how developed and used in the context of the performance of the Service Agreement – Engagement Letter and free to use it for any other purpose, among others for the realization of other management systems. The Service Provider may in particular, for these purposes, freely reuse the flowchart elements and tools specifically developed for the Client.
15.4. The Service Provider guarantees the Client against any possible claim by a third party claiming to have an intellectual right over all or part of the management system and/or specific functionalities or creations made by the Service Provider, unless the claim relates to an element or data provided by the Client to the Service Provider for the creation of the system. The Service Provider will assume no responsibility towards the Client or third parties with regard to the content and any content communicated by the Client or any content of emails addressed to third parties. The Client, solely responsible for its content, must guarantee the Service Provider against any action or recourse by third parties, in particular due to the violation of property rights relating to works used in the creation, whether information, texts, flowcharts contrary to legislation and regulations in force, contained in the management system. The Client is solely responsible for the use of logos, policies, etc. present in its external communication or in the system. This list is in no way exhaustive.
Article 16 – Applicable Law and Competent Jurisdictions
The Agreement is governed and interpreted by Belgian law. All disputes that may arise from the interpretation of the Agreement and its application will be submitted to the courts of Charleroi.
Article 17 – Privacy Protection
Personal data relating to the Client are included in the databases of the Service Provider who is responsible for processing. The Client agrees that its data be recorded and processed by the Service Provider, for purposes of administration, commercial prospecting or marketing, as well as for the performance of the Service Agreement – Engagement Letter, the conduct of market studies or information or promotion operations on its products and services. The Client has the right to object free of charge to the processing of its data for purposes of commercial prospecting or direct marketing by sending an email to the Service Provider. The Client has the right to request to consult the data concerning it and to obtain correction of inaccurate data. The Client sends an email to the Service Provider for this purpose.
Article 18 – Miscellaneous Provisions
The Service Agreement – Engagement Letter replaces and cancels all previous agreements, oral or written, concluded between the Client and the Service Provider. The Service Agreement – Engagement Letter may only be modified with the written consent of both Parties.