1. Definitions

General Terms & Conditions: the present document entitled “General Terms & Conditions”

Services: the services that the Service Provider shall provide to the Customer, as described in the Specific Terms & Conditions. These services are at all times governed by the General (and Specific) Terms & Conditions.

Service provider All Fields, with registered office at Catenbergstraat 2B, 2840 Rumst, registered in the register of legal entities in Antwerp (Division Antwerp) under number 0540.831.121.

Customer: the customer stated in the Specific Terms & Conditions.

Employees: Personnel members, personnel members of Affiliated Companies, independent employees, subcontractors, and any other natural or legal persons directly or indirectly involved in the provision of the Services.

Contract: these General Terms and Conditions and the Specific Terms and Conditions.

Force Majeure: the situation in which one of the Parties is impeded in the performance of the Contract, either in whole or in part and temporarily or permanently, beyond the control of the Party or Parties. This includes (but is not limited to): fire, war, terrorist attack, unfavourable weather conditions, force majeure on the part of the vendors of the Service Provider, failures in goods, equipment, software or materials of third parties the use of which the Customer prescribes to the Service Provider, government measures, disruption of internet, data network or telecommunications facilities, unavailability of third party servers, strike, unavailability of Employees, general transportation problems and electricity outages.

Party/Parties: the Service Provider and/or the Customer.

Specific Terms & Conditions: an agreement subject to these General Terms & Conditions and describing the specific performance modalities of this Contract.

Worker: the Employee(s) stated in the Specific Terms & Conditions whom the Service Provider draws on for the performance of this Contract.

Affiliated Company/Companies: the affiliated and associated companies within the definition of articles 11 and 12 of the Belgian Company Code.

 

2. Duration, termination, cancellation or deferment

 

Duration

2.1. The duration of the Contract is stated in the Specific Terms & Conditions.
2.2. If at the request of the Customer the Service Provider commences the performance specified in the Specific Conditions prior to the signing of the Contract, then the start of the performance is qualified as acceptance of the General and Specific Terms & Conditions.

Termination

2.3. Without prejudice to its entitlement to compensation of damages, the Service Provider may, at its own discretion, suspend the Contract or rescind the Contract by operation of law, with no notice of breach required, with immediate effect and without judicial intervention, by the simple delivery of a registered letter:
(a) in the event of repeated or serious violation of the contractual obligations (such as late payment and/or non-payment on any individual payment deadline) by the Customer;
(b) in the event that the Customer has requested deferment of payment, is under a bankruptcy or suspension of payment procedure, is in an unstable credit position or is manifestly insolvent;
(c) In the event the Customer refuses to sign, confirm or accept the time sheet or any other time accounting system without valid reason;
(d) in the event of dissolution and liquidation of the Customer’s company;
(e) should any or all of the assets of the Customer be under foreclosure and/or a garnishment order at the request of a creditor or in the event of other executive or protective measures with respect to the Customer’s assets;
(f) in the event of proof or serious suspicions of fraud committed by the Customer;
(g) in the event that the Customer refuses to provide the requested information or has provided incorrect and/or false information.

2.4. Further, either Party may terminate the Contract if the other Party commits a demonstrated serious error or material Contractual failure and does not rectify this within a period of thirty (30) calendar days after being notified by registered letter of default by the Party invoking the error or failure. Extension of the aforesaid period for remedy of the default will not be refused on unreasonable grounds if during the remedy period of thirty (30) calendar days the Party in default has commenced remedying the default and is making reasonable efforts to continue to do so.

2.5. The Customer explicitly waives the application of article 1794 of the Belgian Civil Code.
Consequences of termination

2.6. Excepting where the Customer terminates the Contract based on serious error or material failing on the part of the Service Provider, the Customer shall compensate the Service Provider for all Services performed and hours worked at the moment of termination.

2.7. The legal remedies stated in article 2.6 of these General Terms & Conditions apply without prejudice to the Service Provider’s right to demonstrate higher damages actually suffered using any and all legal means.

2.8. If the Contract is rescinded by one of the Parties, this rescission is considered to be effective as from the date of the postmark of the registered letter giving notice that the contract is rescinded.
Cancellation or deferment of the Contract

2.9. If the performance of the Services is deferred or permanently cancelled at the unilateral request of the Customer, the following fixed sums shall be payable immediately depending on the timing of the request for cancellation or deferment:

• Between ten (10) and eight (8) weeks prior to commencement of performance of the Services, as agreed in the Specific Terms & Conditions: 50% of the total project price (excl. VAT).
• Between eight (8) and six (6) weeks prior to commencement of performance of the Services, as agreed in the Specific Terms & Conditions: 75% of the total project price (excl. VAT).
• Less than six (6) weeks prior to commencement of performance of the Services, as agreed in the Specific Terms & Conditions: 100% of the total project price (excl. VAT).

 

3. Intellectual property rights

 

3.1. Excepting where stated otherwise in the Specific Terms & Conditions, the Service Provider extends the Customer a limited, non-exclusive and non-transferable right of use in respect of the results of the Services it performs, as from the moment of full payment of all invoices as well as all other amounts that the Customer owes as a result of the failure in payment obligation. The Customer shall only use the results of the Services in the manner prescribed by the Service Provider.

3.2. The risks associated with the Services provided transfer to the Customer at the moment of delivery.

3.3. The Customer is not permitted to remove or alter any indication concerning the confidential nature or pertaining to copyright, trademark, trade name or any intellectual or industrial property right from the software, websites, databases, equipment or materials.

 

4. Confidentiality

 

4.1. Confidential information is defined as all information of any form whatsoever (oral, written, graphic, electronic, etc.) exchanged between the Parties in the context of this Contract.

4.2. Each Party and its Employees must keep confidential all confidential information received from the other Party in the performance of this Contract. Additionally, the Parties may only use the confidential information for the purposes of this Contract. The Parties may not disclose the confidential information to third parties without the written consent of the other Party. At a minimum, any information designated as confidential by one of the Parties will be considered as such.

4.3. The confidentiality obligation shall continue to exist for a period of three (3) years after disclosure, and will in any event end no later than three (3) years after the end of this Contract, regardless of the cause of the termination of the Contract.

4.4. The following are not considered to be confidential information:
(a) information obtained legally from a third party not bound by any confidentiality obligation or secrecy;
(b) information that a Party already knew before it was provided for the purposes of this Agreement;
(c) information a Party developed independently without violating this Agreement;
(d) information that came into the public domain without the doings or error of the Party receiving the information;
(e) information that must be made public pursuant to a judicial or administrative decision.

4.5. The Service Provider may also include the Customer in its customer list, publish a brief description of the assignment and use the Customer’s name and trademark for publicity purposes and PR activities.

 

5. The performance modalities

 

General

5.1. The Service Provider undertakes the obligation to perform the Services for the Customer.

5.2. Insofar as the Specific Terms & Conditions do not refer to any other capacity of the Customer, the Customer is irrevocably deemed to be a professional user acting in the context of its professional activities. The Customer is deemed to possess the relevant know-how in relation to the Services to be provided, and to engage personnel with the relevant expertise.

5.3. If during the term of the Contract the material specifications for the performance of the Contract change, the Customer will compensate the Service Provider for the additional training of the Worker. If the Customer itself provides a training to the Worker, then barring any provision to the contrary in the Specific Terms & Conditions the costs for this training are to be borne by the Customer.

5.4. To the extent possible, the Service Provider must report any scheduled interruptions of the performance of the Services (such as short-term illness, Worker leave days, etc.) to the Customer in a timely manner.

Place of performance

5.5. The Services are to be performed in the premises as stated in the Specific Terms & Conditions. The work space and facilities will be in compliance with all requirements of law. The Customer indemnifies the Service Provider against claims of third parties, including the Employees of the Service Provider, who suffered damages in connection with the performance of the Contract and resulting from but not limited to the acts or omissions of the Customer or from unsafe situations in the performance of the Services. The Customer shall notify the Worker (s) of the house rules and safety procedures prior to the start of the Services.

Services

5.6. The Service Provider shall perform its task within the framework of the performance of this Contract to the best of its ability and will take into account the technical instructions and guidelines it receives from the Customer in accordance with5.8 through 5.11 of the General Terms & Conditions.

5.7. The Services shall be delivered by the Service Provider in the state in which they are at the moment of delivery (as is), and therefore with all visible and invisible errors and defects.
Under no circumstances does the Service Provider warrant the suitability or marketability of the Services for the performance of specific tasks envisioned by the Customer unless said tasks are explicitly covered in the Specific Terms & Conditions.
The Service Provider does not warrant that any intervention by the Service Provider will allow the resolution of the problem arising or that the alleged problem will no longer occur after its intervention, or that no other difficulties shall arise as a result of this correction.
The performance is rendered by the Service Provider with all due care that can be reasonably expected.

Cooperation obligation

5.8. The Parties acknowledge and accept that the success of activities depends on accurate and timely cooperation. The Customer shall at all times promptly grant all reasonable cooperation desired by the Service Provider.

5.9. The Service Provider provides the Services within the limits of this Contract and the information provided by the Customer. The Customer warrants the accuracy, timeliness and completeness of the information it provides, stated dimensions, requirements, specifications of the Services and other data crucial to allow the Services Provider to fulfil the obligations under this Contract. The Customer indemnifies the Service Provider for all damages resulting from incorrect, late or incomplete provision of information.

5.10. The Customer shall provide the Service Provider with all information, technical or general documentation or other explanatory material necessary for the Services.

Under normal circumstances the Customer shall at all times bear the end responsibility for the running projects of which the Services of the Service Provider may be a part. The Service Provider is not responsible for incorrect, missing, late or conflicting instructions of the Customer.

5.11. The Customer always bears responsibility for its existing infrastructure and the proper functionality and security of all its equipment.

Worker

5.12. For the performance of this Contract the Service Provider will draw on the services of one or more Workers. The Service Provider reserves the right to determine what Worker shall be assigned to the performance of the Services, and to replace this Worker as the Service Provider sees fit throughout the duration of the Contract.

Where deemed necessary or desirable by both Parties, the Parties may also agree to charge another Worker with the performance of the Contract, either temporarily or permanently.

5.13. If the Worker does not or no longer meets the set requirements, brings the Customer’s good name into disrepute or does not perform or no longer performs the Contract in accordance with any reasonable definition, the Customer is entitled to request the Service Provider to replace the Worker. This does not discharge the Customer from its obligation to continue to pay for the Services performed by the Worker.
If the Service Provider agrees to the replacement of the Worker, it undertakes the obligation to provide the Customer with a replacement as quickly as reasonably possible. If the Service Provider is unable to provide a qualified replacement within a term of two (2) weeks, the Customer is entitled to terminate the portion of the Contract pertaining to the Worker to be replaced.

 

6. The fee and the payment terms

 

6.1. The Customer agrees to pay the fee for the Services in the following instalments:

• 10 calendar days before the start of the project: 35% of the total project price;
• 10 calendar days after the start of the project: 35% of the total project price; and
• 30 calendar days after completion of the project, as indicated in the Service Provider’s customer dashboard: the balance between the fees already paid and the total project price.

6.2. The fees for the Services are based on a fixed daily rate, agreed in the Specific Terms and Conditions, based on the standard work schedule referred to in Article 6.7. The following daily rate increases shall apply if the Services are to be delivered in deviation from the standard work schedule:

• Weekdays (between 8:00 PM and 6:00 AM) = daily rate + 100%;
• Saturdays (between 6:00 AM and 8:00 PM) = daily rate + 50%;
• Saturdays (between 8:00 PM and 6:00 AM) = daily rate + 100%;
• Sundays and public holidays (between 6:00 AM and 8:00 PM) = daily rate + 100%; and
• Sundays and public holidays (between 8:00 PM and 6:00 AM) = daily rate +150%

6.3. The fees are exclusive of VAT and any other levies imposed or to be imposed by the government.

6.4. Except if agreed otherwise in the Specific Terms & Conditions, these fees are exclusive of travel time and/or expenses (if multiple Customer sites are to be visited on a single day, a kilometer fee for the distance between the first and last Customer site will be charged); travel expenses; support, delay and/or delivery problems; costs resulting from the use of extra-large means of transport when transporting a large load of material and/or special required tools/small equipment.

6.5. The Service Provider may adjust the fees annually from 1 January based on the following formula:
New price = Base price * (0.2 + 0.8 * New index (Initial index))
For which the following definitions apply:

• Base price: price at the start of the Contract;
• Initial index: the index published by Agoria “national average reference wage cost” for the month preceding the signing of the Contract;
• New index: the index published by Agoria “national average reference wage cost” for the month preceding the date of indexation.

6.6. In the event of a sudden fundamental change in circumstances with an effect on the agreed price that was both unforeseeable at the time of the determination of the price and that constitutes a disruption of the contractual equilibrium, then, upon demand by either Party, the Parties will meet to agree on a reasonable adjustment of the Contract. If the Parties are unable to reach a consensus after thirty (30) calendar days from the moment of the request to adjust the Contract, either Party has the option to cancel the Contract by virtue of notice by registered letter with a notice period of thirty (30) calendar days, without giving rise to any obligation for compensation on the part of the cancelling Party.

6.7. The Service Provider shall take all reasonable steps to perform the Services in accordance with the Customer’s work schedule. The Service Provider applies a standard work schedule of up to 8 hours per weekday (including travel time to the first site of the Customer) between 6am and 8pm. The Customer commits to a minimum purchase of services of 4h per day (including travel time to the Customer’s first premise). Break for the Workers is included and lasts 30 minutes starting from a purchase of services of 4h. For a purchase of services longer than 7.5 hours, the break counts 45 minutes.

6.8. If the standard work schedule mentioned in clause 6.7 is extended, the Service Provider shall apply the following increases based on the (increased) daily rates mentioned in clause 6.2:

• Work schedule from 9 to 12 hours = daily rate + 25%.
• Work schedule of more than 12 hours = daily rate + 50%.

The increases mentioned in Articles 6.2 and 6.8 will be applied cumulatively.

6.9. All invoices are payable thirty (30) calendar days after the date of invoice, unless specified otherwise in the Specific Terms and Conditions. The absence of a protest of an invoice in writing within eight (8) business days from the date of sending of the invoice constitutes irrevocable acceptance of the invoice and the Services set out within it.

6.10. 6.10. After expiry of the payment period, the Customer is automatically in default without any prior notice being required. Upon the expiry of the payment period, the Customer incurs conventional interest charges equalling the interest rate as defined in Article 5 of the Belgian Act on payment arrears (Act 2 August 2002, Belgian Official Journal 7 August 2002), increased by 3%. This interest is calculated as from the deadline for payment of the invoice up until the date of full payment. Under the law of 14 August 2021, from 1 February 2022, the conventional payment period in commercial transactions may never exceed 60 days.

6.11. In the event of late payment of an invoice:
(i) the Service Provider is entitled to increase the amount of invoice by 15% as compensation;
(ii) all costs, the extrajudicial collection of the invoice, and the costs of legal proceedings and enforcement are to be borne by the Customer;
(iii) all claims against the Customer not yet due are immediately incurred, exigible and payable; and
(iv) The Service Provider is entitled to suspend all its Services in regard to the Customer without prior notification.

6.12. The Customer is not entitled to settlement or suspension of a payment.

6.13. If in the opinion of the Service Provider, the Customer’s creditworthiness so dictates, the Service Provider may, even after the signing of the Contract, require the Customer to furnish security requested by the Service Provider for the payment of the Services yet to be provided, and the Service Provider may suspend performance as long as the security is not furnished.

 

7. Relationship between the parties

 

7.1. The Service Provider will enjoy complete freedom and independence in the performance of the Contract. There is no hierarchical relationship between either the Service Provider and the Customer or the Customer and Worker (s) used by the Service Provider. Under no circumstances does the Service Provider transfer any employer’s authority to the Customer excepting insofar as permitted by the applicable legislation as set out below.

7.2. The Parties acknowledge and accept that they are familiar with the Act of 24 July 1987 governing temporary labour, the secondment and posting of employees for users, the changes implemented by the Programming Act of 27 December 2012 and the changes that may be made from time to time and published in the Belgian Official Journal (Belgisch Staatsblad). The Parties undertake the obligation to comply with the provisions of these acts of legislation.

7.3. The Customer may not give any instructions to the employees of the Service Provider (and/or employees of the subcontractors the services of which are called upon by the Service Provider) other than the instructions given in this Contract in relation to the standards of conduct and safety, time management, the applicable policy standards and procedures of the Customer identified in this Contract, and/or the work to be performed by these employees.

7.4. The Customer is not authorised to make decisions in regard to:

the recruitment process;

the remuneration package (definition of salaries and benefits, expense reimbursement, etc.);

• disciplinary matters;
• training and the policy in regard to training (with the exception of those aspects necessary for the performance of the Services);
• dismissal and related policy;
• management of attendance and absence from work (vacation, sick leave and other forms of absence);
• employment relationships and organisational aspects relating to employees of the Service Provider (and/or employees of the subcontractors the services of which are called upon by the Service Provider).

7.5. Any instructions given by the Customer to employees of the Service Provider (and/or employees of the subcontractors the services of which are called upon by the Service Provider) in regard to the work to be performed must remain strictly limited to the operational and technical aspects of the provision of the Services, and may not under any circumstances effectively entail the authority of an employer; these instructions must pertain purely and exclusively to the following:

• scheduling of the Services to be provided;
• timeframe within the Services must be completed, if applicable;
• processes and procedures of the Customer as agreed by the Parties and which must be observed in the performance of the Services (for example in relation to those of safety or access);

access to locations and facilities of the Customer for the purposes of the performance of the Services;

use of the material, infrastructure, tools or facilities of the Customer for the purposes of the performance of the Services;

In cases of doubt, the Parties must consult on the applicability of an instruction of the Customer.

7.6. The Specific Conditions may include more specific details about the instructions that the Customer may give. This list may be altered at any time during the term of the Contract.

7.7. The Customer must meet the obligations placed on the “user of the services” under the Programming Act specified above.

7.8. The Customer shall indemnify the Service Provider against all claims, damages and liabilities resulting from noncompliance with article 7 of these General Terms & Conditions.

 

8. Liability

 

8.1. The liability that the Service Provider may incur is derived from a best effort obligation that in cases of claim must be appropriately demonstrated by the Customer.

8.2. Insofar as maximally permitted by applicable law, the total liability of the Service Provider based on attributable failure in the fulfilment of the Contract is limited to the reimbursement of direct damages up to a maximum of the compensation owed by the Customer for the specific Services that gave rise to the damages (excluding VAT). If the services extend over multiple years, then for the compensation of direct damages the Service Provider may be held to a maximum of the value of the amounts invoiced for the performance of this Contract for the specific Services (excluding VAT) over a period of twelve (12) months prior to the date that the damages-causing event occurred. Under no circumstances shall the total liability for all direct damages during the entire duration of the Contract exceed the fee paid by the Customer for the specific Services (excluding VAT). For damages incidents partly attributable to the Customer and/or a third party, the Service Provider may be held liable towards the Customer up to a maximum amount, within the limits defined above, of the share caused by the Service Provider’s demonstrated error, to the exclusion of any joint and several liability with the other debtors. This provision applies regardless of whether the claim is brought on a contractual or extra-contractual basis.

8.3. The Customer must inform the Service Provider in writing of any event that may call upon the latter’s liability or of any disadvantage the Customer suffers within the shortest possible time and at the latest within fifteen (15) calendar days from the occurrence of this event or disadvantage, or at least to be counted from the moment the Customer becomes aware of or reasonably could have been aware of this event or disadvantage. This is in order to enable the Service Provider to determine the origin and cause(s) of the damage within a reasonable period. In the event of failure to comply with the written notification, the Service Provider reserves the right to refuse any compensation and it cannot be held liable.

8.4. Under no circumstances shall the Service Provider be liable for (i) indirect, incidental or consequential loss, including but not limited to financial or commercial losses, loss of profit, increase of general expenses, missed savings opportunities, diminished goodwill, damages resulting from business stoppage, damages resulting from claims of customers of the Customer, disruptions in scheduling, loss of expected profit, loss of capital, loss of customers, missed opportunities, loss of information, loss of advantages, or compromising and loss of files resulting from the performance of the present Contract, (ii) damages resulting from error or negligence of the Customer, (iii) compensation of any direct and indirect damages caused by the use of the result of the Services, and (iv) all claims of third parties brought against the Customer.

8.5. The limitation of liability as set out in these General Terms & Conditions shall not apply with respect to damages caused by an intentional and/or fraudulent error by the Service Provider.

8.6. These limitations of liability remain applicable in the event that the Service Provider is informed by the Customer of the existence of a realistic risk of damages. The Parties acknowledge that this constitutes a reasonable spread of risk.

8.7. The provisions of this article, alongside all other limitations and exclusions of liability specified in these General Terms & Conditions, are stipulated in part for the benefit of the Employees of the Service Provider and its Affiliated Companies.

 

9. Protection of personal privacy

 

9.1. Each Party must at all times adhere to its respective obligations under applicable law in regards to the processing of personal data in connection with personal data that is to be processed pursuant to this Contract. The Customer undertakes to refrain from granting the Service Provider and the Worker access to personal data within the framework of this Contract, except when the performance of the Contract would be impossible without such access. The Customer undertakes in such a case only to grant access to the personal data that are strictly necessary for the execution of the Contract. The Customer remains solely responsible for the determination of the objectives for which the Service Provider processes personal data pursuant to the Contract. For the sake of clarity, the Parties acknowledge that the Customer acts as the party responsible for the data processing, and the Service Provider acts as the processor of the personal data that must be stored, used or otherwise processed for the offices of this Contract, as these terms are defined in the legislation governing the processing of personal data. All costs related to and/or arising from the application and/or implementation of the applicable legislation governing the processing of personal data are exclusively at the expense of the Customer.

9.2. The Customer declares that it has obtained all approvals necessary for the use and processing of the personal data transferred to the Service Provider for the purposes of the Contract, and the Customer further warrants that the content, use and/or processing of the Personal Data is not wrongful and does not violate the rights of third parties.

 

10. Force Majeure

 

10.1. Neither party is obliged to fulfil any obligation if prevented from doing so by Force Majeure.

10.2. If a situation of Force Majeure lasts longer than sixty (60) calendar days, either Party is entitled to rescind the Contract in writing. In that event, all performances already rendered under the Contract will be settled in proportion to the state of completion, without the Parties owing anything to each other beyond this proportionate compensation.

 

11. Non-solicitation

 

11.1. The Customer agrees that it will not actively approach the Employees of the Service Provider directly or indirectly with the intention of engaging these Employees, and that this obligation commences as from the start of performance of the Services and continues until twelve (12) months after the end date of the Services and/or termination of the Contract, whichever is later, excepting where agreed otherwise by the parties in writing.

11.2. If the Customer contracts an Employee of the Service Provider or recruits or use the services of any such Employees, whether under an employment relationship, on an independent basis and/or through a company, the Customer shall pay to the Service Provider an amount equivalent to 120 times the day rate defined in the Specific Terms & Conditions. This sum shall be payable on the date on which the Employee is first engaged or on which the Employee’s services are first used.

11.3. The Customer undertakes the obligation to impose the obligations under articles 11.1 and 11.2 of these General Terms & Conditions on the third parties with which it partners and/or contracts. The Customer commits to ensuring that these third parties will not approach any of the Employees of the Service Provider with the purpose of engaging or recruiting these persons.

 

12. General stipulations

 

12.1. The present Contract is governed by Belgian law. Application of the Vienna Sales Convention of 11 April 1980 (CISG) is excluded.

12.2. In the event of disputes concerning the implementation and/or interpretation of the present Contract which cannot be resolved amicably, only the Courts of Antwerp (division Antwerp) will be considered competent. Any claim of the Customer relating to the Services provided expires six (6) months after the date on which the Customer becomes aware or reasonably could have become aware of the damages-causing events giving rise to the claim.

12.3. Neither this Contract nor the rights or obligations arising from it may be transferred in whole or in part without the express written consent of both Parties. Without prejudice to the foregoing, the Service Provider is at all times authorised to transfer this Contract or the rights or obligations derived from it, in whole or in part, to an Affiliated Company without requiring the explicit and written consent of the Customer.

12.4. For the performance of the Contract, the Service Provider may call upon the services of subcontractors without requiring the written consent of the Customer in advance.

12.5. The nullity of any provision or part of a provision under this Contract will in no way affect the validity of the remaining portion of the provision or the rest of the provisions and clauses. By mutual agreement, the Parties will make every effort to replace the invalid clause with a valid one with the same, or largely the same, economic impact as the invalid clause had.

12.6. A Party cannot be considered to have waived a right or claim under this Contract or relating to a default of the other Party excepting where this waiver is made explicitly and in writing.

If under application of the preceding paragraph a Party waives rights or claims under this Contract that are derived from continuing breach of Contract or other default of the other Party, this waiver can never be interpreted as waiver of any other right under this Contract or concerning a continuing breach or other default of the other Party, even if the two situations exhibit significant similarities.

12.7. Barring any stipulation to the contrary, all legal remedies provided in the Contract are cumulative and above and beyond (and not in replacement of) any other legal remedies available to the Parties.

12.8. In the event of General Terms & Conditions and the Specific Terms & Conditions, the Specific Terms & Conditions prevail.

12.9. These General Terms & Conditions, together with the Specific Terms & Conditions are a full and complete reflection of the rights and obligations of the Parties and take the place of all previous agreements and proposals, whether oral or in writing. Departures from and additions to this Contract are only valid if agreed between the Parties in writing. The applicability of the Customer’s purchase conditions or any other general conditions are explicitly rejected, even if these conditions state otherwise.

12.10. All notifications, requests and other communication under this Contract (excluding everyday operational communications) shall be in writing by registered letter with proof of receipt or in another conventional method of communication agreed between the parties.

12.11. All provisions of the Contract explicitly identified as extending beyond the termination (including rescission) or expiry of the Contract, as well as all provisions of the Contract the performance of or compliance with which is intended after the termination or expiry of the Contract, shall continue and remain fully in force beyond the termination or expiry of the Contract. Specifically, but not exhaustively, all provisions relating to liability, confidentiality and non-solicitation continue after the termination of the Contract under any and all circumstances.

12.12. The titles and headings in this Contract are solely indicative and do not in any way affect the content or scope of the provisions or the rights and obligations derived therefrom.