General terms and conditions

Nonzerosum BV – Projects & Interim lawyers

These are the general terms and conditions of nonzerosum BV (with registered office at Guldensporenpark 120, 9820 Merelbeke, VAT BE 0688.999.314 (hereafter “nonzerosum”) and of all its legal successors. These general terms and conditions apply to any provision of services by nonzerosum. Any deviations to these terms and conditions are only enforceable if nonzerosum has explicitly accepted them in writing. The general terms and conditions of the client are explicitly excluded,. In case the client agrees with a fee quote, or signs the agreement or in case of (start of) execution of the agreement, the client unconditionally and irrevocably accepts these general terms and conditions.

1. Performance of services

Nonzerosum is a provider of legal services via interim legal experts. The delivery of services will commence on the date of signing, unless otherwise agreed. Nonzerosum has the right to rely on third parties for the performance of certain services. These legal services do not include any legal matters to be dealt with before a judicial entity or authority.

Nonzerosum performs its services in a professional, independent and efficient manner and will always represent the best interests of the client. Nonzerosum is free to organize the execution of the services, in consultation with the client. Nonzerosum enters into a best-efforts obligation for the provision of these services.

The client will make all information and documents necessary for the performance of the assignment available to nonzerosum in a timely manner in accordance with the instructions of nonzerosum and will cooperate in the required manner in the implementation of the assignment, in accordance with applicable rules and legislation.

All advice, documents and information provided by nonzerosum to the client are intended solely for the client and for the purposes as stated therein and no third party can refer to thereto. The client accepts that the timing of the services may be affected if the parties agree to expand or change the approach, method or scope of the services.

The client undertakes to grant the person responsible for provision of services access to all offices and resources necessary to allow nonzerosum to perform its services, in accordance with the rules and regulations of the client. If the client fails to meet these obligations, the agreement can be adjusted.

The quotation is based on the information provided by the client. Nonzerosum cannot be held liable for delays or changes in data and this is also not a valid ground for termination, dissolution or suspension of the agreement by the client, nor can it give rise to any price reduction or compensation.

In case additional services must be provided by nonzerosum, this will be discussed with the client. Nonzerosum reserves the right to suspend performance, until agreement between parties on these additional services.

Agreement with a quotation is binding upon the client. Nonzerosum will only be bound if nonzerosum has explicitly confirmed in writing that it accepts it. The agreement comes into force upon acceptance.

2. Prices and invoices

All amounts are expressed in euros and exclude taxes (including VAT). The client receives an invoice of nonzerosum at the end of each month. All invoices are payable 14 days after invoicing date and on the account-number as stated on the invoices.

In case of non-payment on the due date, without further notice of default and immediately, an interest of 1% on the total amount of the invoice per month is due by the client. Moreover, in the event of full or partial non-payment of an invoice, the client will owe nonzerosum a compensation of 10% of the total amount of the invoice with a minimum of 250 euro, immediately and without further notice of default. In such case, the balance of all other invoices, even if not yet due, will become immediately due and payable. In addition, nonzerosum has the right to suspend its commitments and to terminate these and all other agreements with the client.

Complaints concerning invoices must be communicated by motivated registered letter within 7 calendar days after invoice date. In the absence of timely complaint, the invoice is deemed to have been accepted.

3. Confidential information, intellectual property rights and data protection

All information, obtained orally or in writing, in whatever form, of which it can reasonably be assumed that it is confidential, must be handled strictly confidentially by the parties and cannot be copied, transferred, used or made known to third parties unless this is required by law or judicial authorities.

Nonzerosum will have the right to disclose the existence of its agreement with the client for publicity and other commercial purposes.

The intellectual property rights owned or used by nonzerosum exclusively belong to nonzerosum. The intellectual property rights owned or used by the client belong exclusively to the client. The provision of the services shall under no circumstances constitute the transfer of such intellectual property rights.

If the client provides documentation, such as texts, in the context of the execution of the services, the client guarantees that these are correct and that their use does not infringe any intellectual property rights. Any use by nonzerosum of intellectual property rights of the client will be strictly limited to the purposes of this agreement. Nonzerosum will refrain from any unauthorized use of these intellectual property rights or any use that would damage the validity of these rights.

Personal data is processed by nonzerosum in accordance with our Privacy Policy on our website.

When nonzerosum collects and provides personal data of candidates to the client as part of the contract, nonzerosum is considered the data controller. These personal data can only be processed, used or stored by the client as a separate controller for the contractually defined purposes, and may not be passed on to third parties.

The client commits to complying with all obligations regarding the applicable legislation on the protection of personal data. The client guarantees, among other things, to take technical and organizational measures and guarantees that the persons authorized to process the personal data commit themselves to observing confidentiality or are bound by an appropriate legal obligation of confidentiality.

4. Liability

Any complaints regarding the services must be notified to nonzerosum by registered letter with motivation within eight days after the services are provided. No complaint gives the client the right to suspend its payment obligations.

Neither party is liable for any consequential or indirect damages. Nonzerosum can only be held liable for fraud, willful error or negligence. The client indemnifies nonzerosum against all claims that third parties might have with regard to nonzerosum as a result of the execution of the agreement,. Any compensations that may be due by nonzerosum are limited to 50% of the yearly amount invoiced and received for the assignment.

Nonzerosum declares to have concluded a professional liability insurance.

5. Suspension or termination

The duration of the agreement is until the end of the assignment unless a different term has been explicitly agreed in writing. In the event of an indefinite term, the agreement can be terminated subject to a notice period of 2 months. If the agreement is terminated without respecting this notice period, a fee is due equal to the daily fee multiplied by the number of days the interim lawyer should still have performed during this notice period.

In the event that a party does not fulfil its obligations after having been informed by the other party to remedy these within a period of 30 days, in the event of fraud, wilful misconduct or negligence, in the event of bankruptcy, dissolution or liquidation, or in case of force majeure, the other party reserves the right to immediately and without compensation suspend provision of services and terminate the agreement and all other agreements concluded between parties. In the event of early termination of the agreement, all amounts due will become immediately payable.

6. Non-recruitment

During the term of the agreement and for 12 months after the termination of the agreement, the client will not employ, recruit or approach directly or indirectly any employees, consultants, representatives or subcontractors involved in the performance of the agreement or which are proposed by nonzerosum in the context of a (possible) direct or indirect cooperation, regardless of their status.

In the event of a violation hereof, a lump sum compensation per breach of 25.000 EUR will automatically have to be paid by the client to nonzerosum, which the parties consider as an estimate of the reasonable damage resulting from a violation of this article.

7.Miscellaneous

No party is obliged to fulfil contractual obligations whose execution has become impossible in case of force majeure.

The client cannot transfer its agreement or part thereof to a third party without the express written permission of nonzerosum.

Any changes to the agreement must be made in writing by both parties.

Belgian law is applicable to this agreement and all disputes will only be dealt with by the court of Ghent

Nonzerosum BV – Recruitement

These are the general terms and conditions of nonzerosum BV (with registered office at Guldensporenpark 120, 9820 Merelbeke, VAT BE0688.999.314 (hereafter “nonzerosum”) and of all its legal successors. These general terms and conditions apply to any provision of services by nonzerosum. Any deviations to these terms and conditions are only enforceable if nonzerosum has explicitly accepted them in writing. The general terms and conditions of the client are explicitly excluded, unless otherwise agreed upon. In case the client agrees with a fee quote or signs the agreement or in case of (start of) execution of the agreement, the client unconditionally and irrevocably accepts these general terms and conditions.

1. Performance of services

Nonzerosum is a provider of recruitment services. The delivery of services will commence on the date of signing, unless otherwise agreed. Nonzerosum performs its services in a professional, independent and efficient manner and will always represent the best interests of the client. Nonzerosum is free to organize the execution of the services, in consultation with the client. Nonzerosum enters into a best-efforts obligation for the provision of these services.

The offer is based on the information provided by the client. In case additional services must be provided or in case of changes to the services to be provided by nonzerosum, this will be discussed between parties and this needs to be confirmed in writing.

Agreement with an offer is binding upon the client. Nonzerosum will only be bound if nonzerosum has explicitly confirmed in writing of its acceptance. The agreement only comes into force upon acceptance.

2. Prices and invoices

All amounts are expressed in euros and exclude taxes (including VAT). All invoices are payable within 14 days as of invoicing date and on the account-number as stated on the invoices.

3. Confidential information, intellectual property rights and data protection

Nonzerosum will have the right to disclose the existence of its agreement with the client for marketing and other commercial purposes.

Personal data is processed by nonzerosum in accordance with our Privacy Policy on our website.

4. Liability

Neither party is liable for any consequential or indirect damages. Nonzerosum can only be held liable for fraud, wilful error or negligence. Any compensations that may be due by nonzerosum are limited to 50% of the yearly amount invoiced and received for the assignment.

5. Suspension or termination

The duration of the agreement is until the end of the assignment, unless a different term has been explicitly agreed in writing.

6. Non-recruitment

During the term of the agreement and for 6 months after the termination of the agreement, the client will not employ, recruit, cooperate with or approach directly or indirectly any employees, consultants, representatives or subcontractors involved in the performance of the agreement. In the event of violation hereof, a lump sum compensation of 25.000 EUR will automatically be due and payable by the client, which the parties consider as a fair estimate of the damage resulting from a violation of this clause.

7. Miscellaneous

No party is obliged to fulfil contractual obligations whose execution has become impossible in case of force majeure.

The client cannot transfer its agreement or part thereof to a third party without the express written permission of nonzerosum.

Any changes to the agreement must be made in writing by both parties.

Belgian law is applicable to this agreement and all disputes will only be dealt with by the courts of Ghent