General Terms and Conditions
1.1 These General Terms and Conditions apply to all commissions, offers, deliveries, agreements, executions and other obligations insofar as the Parties have not explicitly agreed otherwise in writing, which are directly or indirectly related with Nexus Pursuit’s sourcing activities.
1.2 In these General Terms and Conditions, the following concepts are defined as follows:
- Nexus Pursuit: Nexus Pursuit, registered in the Crossroads Bank for Enterprises under number 0715.442.504.
- Nexus Pursuit Professional: the person or people intended by Nexus Pursuit to work for the Client.
- project: the work that the Nexus Pursuit Professional preforms as agreed between Nexus Pursuit and the Client;
- Client: the Party with whom Nexus Pursuit enters into a legal relationship;
- contract: all the agreements between the Client and Nexus Pursuit relating to the project. These General Terms and Conditions constitute part of the contract.
1.3 If a provision in these General Terms and Conditions turns out to be void or does not have legal force, the other provisions shall remain in force. The Parties shall jointly find a replacement provision which approaches the purpose of the original provision as much as possible.
1.4 All agreements between Nexus Pursuit and the Client are governed by Belgian law.
1.5 Any provisions that deviate from these General Terms and Conditions and agreements shall only have legal force if and insofar as Nexus Pursuit has agreed with the deviation in writing.
2. Offer & price quote
2.1 All price quotes/offers issued by Nexus Pursuit are without obligation and therefore cannot bind Nexus Pursuit. Price quotes/offers have, unless otherwise indicated, a period of validity of 14 working days.
2.2 Acceptance of the price quote/offer and of the changes and supplements is by written confirmation of the client.
2.3 The client can’t terminate fixed-term projects before the end date of the contract.
2.4 Project without a predetermined end date can be terminated by the client on payment of damages owed for the notice period. Unless otherwise agreed the notice period amounts is 3 months and termination takes place on the first workday of the month..
2.5 The client is deemed to have agreed with these General Terms and Conditions and the conditions specified in the price quote as soon as the client starts working with Nexus Pursuit or continues with Nexus Pursuit following the transfer of the price quote.
3. Execution of the agreement
3.1 The Nexus Pursuit Professional will remain subject to the leadership and authority of Nexus Pursuit.
3.2 By mutual agreement between the client and Nexus Pursuit, the execution of the project takes place at the home address of the Nexus Pursuit Professional. It can be agreed in mutual consultation that the work will be carried out in the company / on the work site of the client or in a company or organization other than that of the client, this will be restricted to two days a week at the most.
3.3 The client will provide all information necessary for the execution of the project.
3.4 Nexus Pursuit is entitled to call in one or more substitutes for the Nexus Pursuit Professional in the performance of the project in which these general conditions remain applicable.
3.5 The client is solely responsible for returning the signed contract. Failing this, the client will not be able to invoke the non-signature to the detriment Nexus Pursuit and Nexus Pursuit will invoice the actual hours performed by the Nexus Pursuit Professional, with the hours contractually agreed performed as minimum, to the client.
4.1 All rates used by Nexus Pursuit are exclusive of VAT, travel, subsistence and expense allowances.
4.2 Prices can be modified, if the pay and/or the employment conditions of the Nexus Pursuit Professional change due to the indexation and/or collective labour agreements, or if the costs of the activities arising from the project increase due to a different cause.
4.3 Overtime performed by the Nexus Pursuit Professional are performed because of an extraordinary increase of work or due to an unforeseen necessity. The price will be adjusted in accordance with the legal provision regarding overtime and working on a Saturday, Sunday or public holiday.
4.4 Travel costs due to commuting reimbursement are based on the allowance that has been determined by the government. These costs are independent of the number of hours worked. Other arrangements only apply if agreed in writing.
4.5 Other kind of travels costs and other costs requested by the client are entirely at the client's expense. Travel costs are calculated based on the nationally applicable allowance.
5. Nexus Pursuit Professionals
5.1 If the client will not commissions the Nexus Pursuit Professional managing the project, directly or indirectly, to work as consultants, through a self-employed partnership agreement, an employment contract or any other contract, without Nexus Pursuit’s intervention, during the originally stipulated term of the project as well as during a term of 12 months afterwards. The client shall ensure his/her/its employees, affiliated companies and affiliated entities shall also observe this provision.
5.2 The client shall not make Nexus Pursuit Professionals working on a project available to third parties.
5.3 If the client acts in violation of Article 5.1 and/or 5.2, he/she/it must pay fixed damages to the amount of € 20 000 exclusive of VAT. These damages are directly due and payable without further notice of default. In case of a lack of payment of the damages, the collection charges, extra-judicial costs and the costs of possible legal proceedings are fully payable by the client.
6. Invoicing, payment & disputes
6.1 Payment is based on weekly invoicing.
6.2 The invoice will be based on the weekly contract hours. The client will not dispute the validity of the signing by his appointed or mandatories.
6.3 Payments need to be made within 14 days after the invoice date, failing which the client is in default without further notice of default. In case of suspension of payment, bankruptcy, liquidation or insolvency of the client, every claim against the client will be immediately due and payable.
6.4 In case of late payment, the client, from the moment of default until the day of full payment, shall owe an interest of 1% per calendar day. This applies for all costs Nexus Pursuit charges the client. Nexus Pursuit is also entitled to charge administrative costs.
6.5 Moreover, from the moment the client violates or does not respect obligations arising from this contract, he/she/it shall be obliged to pay the extra-judicial collection charges, the costs of which amount to at least 15% of the sum owed, with a minimum of € 150. Every payment made by the client shall always be to cover the interest and costs owed and then the due and payable invoices which have been outstanding for the longest time, regardless of what the client specifies regarding the payment.
6.6 The client’s payment obligations arising from this contract are not eligible for compensation.
6.7 Disputed invoices must be notified to Nexus Pursuit in writing within 7 days after the invoice date, in the absence of which the invoices are deemed to have been accepted. Disputes do not suspend the client’s payment obligation.
7. Force majeure & defaults
7.1 If the client files for suspension of payment, is bankrupt or is placed under receivership, or in any other way loses the management over his/her/its capital or if the client is a legal entity, on dissolution of this legal entity, or in other cases in which it can be assumed the client will no longer be able to meet his/her/its obligations, Nexus Pursuit has the right to terminate all agreements with the client with immediate effect without payment of any damage or observance of any notice period.
7.2 If the client fails to respect his/her/its obligations vis-à-vis Nexus Pursuit after having been reminded or after having been given notice of default, Nexus Pursuit, as it sees fit, can suspend the performance of the contract.
7.3 In case of the invalidity of the contract between the parties following the non-observance by the client of the imposed legal obligations or following the provision of incorrect information when reaching the contract in question, the client shall pay Nexus Pursuit fixed damages to the amount of the sum of the invoices which Nexus Pursuit would have drawn up if the contract had been fully performed, with a minimum of € 150 per calendar day. However, Nexus Pursuit reserves the right to demand higher damages if it is able to prove the extent of the damage.
All Nexus Pursuit Professionals have been insured via Nexus Pursuit, from the day they are assigned to a project, through a collective professional liability insurance of AG Insurance. Nexus Pursuit accepts no further liability than up to the maximum amount stated in the AG Insurance policy per event.
The Parties must respect the confidential nature of the information, data and documents they receive from the other party and not disclose them to third parties without the consent of the other party. They will take all reasonable precautions to this end, including requiring their employees to secrecy.
All disputes that arise following the contract and these General Terms and Conditions between the parties, including those which are considered an infringement by only one of the Parties, shall be submitted solely to the competent court in the district where Nexus Pursuit’s headquarters is established in Belgium, specifically the district of Antwerp.
11. Entry into force
These General Terms and Conditions come into effect on 02 January 2019.