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Framework agreement

ART 1. SCOPE

ART 2. ESTABLISHMENT OF THE AGREEMENT

  • +either at the moment that the assignment letter signed by the client is received by the professional and signed by him,
  • +or at the moment that the professional commences with performance of the assignment at the request of the client, if commencement starts earlier. In this case, the client undertakes to sign the assignment letter without delay and to send it to the professional.

ART 3. DURATION AND TERMINATION OF THE AGREEMENT

ART 4. IMMEDIATE TERMINATION FOR CERTAIN REASON(S)

  • +Circumstances that threaten the independence of the professional;
  • +Circumstances that make performance of the assignment impossible in accordance with the professional and ethical standards applicable to the professional;
  • +The apparent or repeated shortcoming(s) of the client with respect to its own obligations as described in the present agreement and in the assignment letter;
  • +In case of judicial restructuring, bankruptcy, proceedings for dissolution or apparent insolvency of the client.

ART 5. SUSPENSION OF PERFORMANCE OF OBLIGATIONS

ART 6. RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1 Confidential Information

6.2. Rights and obligations of the professional

6.3 Rights and obligations of the client

ART 7. COSTS AND FEES

7.1 Determination of costs and fees

7.2 Costs to third parties

7.3 Updating of the fees 

7.4 Payment conditions

7.5 Interim invoicing

7.6 Contesting the statement of costs and fees

ART. 8. LIABILITY

  • +The entire liability on the part of the professional (contractual, extra-contractual or otherwise) for all assignments under this agreement is limited to five times the agreed fees for these assignments. In the case of assignments that are carried on the basis of man-hour costs, the professional's entire liability is limited to five times the fees due for the activities carried out over the last 12 months.

    The limitation of liability as described above does not apply if the professional has committed a personal error with fraudulent intent or with the intent to cause damage. 
  • +If two or more claims are the result of the same error committed by the professional, they are deemed to constitute a single instance of liability and the liability of the professional shall therefore be limited to the highest liability amount applicable to the assignments or agreements in question.
  • +Unless otherwise required by law, the professional shall in no event be liable for damage resulting from (a) loss of profit, goodwill, commercial opportunities or anticipated cost savings or benefits, (b) loss or misuse of data by a third party or (c) indirect loss or consequential damage.
  • +Likewise, the professional may only be held liable for compensation for the net damage suffered by the client.

ART 9. PROFESSIONAL INDEMNITY INSURANCE IN RESPECT OF THE PROFESSIONAL

ART 10. DETECTION OF FRAUD, MISTAKES AND NON-COMPLIANCE WITH LAWS AND REGULATIONS

ART 11. INTELLECTUAL PROPERTY RIGHTS

ART 12. STORAGE OF RECORDS AND WORK DOCUMENTS 

ART 13. RECRUITMENT BAN

ART 14. PROCESSING OF PERSONAL DATA

ART 15. PROFESSIONAL AS DATA PROCESSOR

ART 16. ELECTRONIC TRANSFER OF DATA, ELECTRONIC STORAGE OF DATA, ELECTRONIC SIGNATURE AND REMOTE ACCESS

ART 17. INDEPENDENT SERVICE PROVIDERS

ART 18. FORCE MAJEURE

ART 19. TRANSFER

ART 20. INVALIDITY OF ONE OR MORE PROVISIONS

ART 21. ANNEXES TO THE AGREEMENT

ART 22. COMPLETE  AGREEMENT AND AMENDMENTS

ART 23. APPLICABLE LAW AND RESOLUTION OF DISPUTES