1.GENERAL
1.1DEFINITIONS
1.The Agreement is understood by CTG to mean the document signed by both parties, indicated by CTG as the Agreement and any subsidiary documents in which CTG undertakes to supply to the client certain specified products and/or services for payment.
2.A Partial Agreement is taken by CTG to indicate a supplement to any Agreement made earlier.
3.Deficiency/Deficiencies are taken by CTG to mean a reproducible deviation in a Product regarding the specifications and acceptance criteria as laid down in the Agreement.
4.The Product is taken by CTG to mean any measurable and/or tangible result of a Product, as specified in the Agreement.
1.2VALIDITY OFFERS AND TENDERS
In a more general sense the client may not derive any rights from verbal promises, offers or tenders made by CTG, unless these have been confirmed in writing by CTG.
1.3ALTERATIONS
This Agreement represents the complete and exclusive statement of the agreement between the parties, which supersedes all prior agreements, whether oral or written, and all other prior communications between the parties relating to the subject matter of this Agreement. Alterations or amendments to this Agreement are only valid to the extent that they have been agreed in writing by both parties. Any general terms and conditions of the Client shall not apply unless accepted in writing by CTG.
1.4COOPERATION CLIENT
1.The client will give all the cooperation desirable regarding the observation of the Agreement by CTG.
2.The client is always to provide on time all the information requested by CTG or that is necessary or useful in the execution of the Agreement.The client is always to guarantee the accuracy of the information made available. The details required by CTG are to accord with the specifications determined by CTG.
4.Should the client not meet the obligations arising from this clause in any manner whatsoever, extra costs will be charged according to the usual rate applied by CTG and execution of the Agreement by CTG may be suspended.
1.5.DELAYS
The costs of delays attributable to the Client including, but not limited to, failing to carry out agreed actions or not providing necessary information or services will be charged at CTG's current rates applicable at the time and any time periods for the performance of any of its obligations under this Agreement will be automatically extended by a period equal to the period of such delay.
1.6CONFIDENTIALITY
The parties are to take all the reasonably precautions desirable regarding the confidentiality of all the details of the other party with which they are acquainted and which are to be considered confidential.CTG is entitled to make the existence of the Agreement public on the approval of the Client.
1.7PRICES AND PAYMENT
1.Invoicing and payment are to take place in Euro.All prices are exclusive of value added tax (V.A.T.) and other taxes which are imposed by the authorities.
2.CTG reserves the right to increase its prices by means of indexing on 1 January of each year.
3.All invoices are to be honoured within thirty days of the date of the invoice, unless otherwise stated in the Agreement.Payment is to occur without any settlement or postponement of any nature whatsoever.
4.Should the client fail to make payment within the period referred to in section 1.7.3 the client is by right liable to pay interest from the date of expiration without prior reminder.This interest is calculated for each month or part thereof and is equal to the legal interest increased by 3%.
5.Should the client be in default in the observation of his obligations regarding payment to CTG, then is CTG entitled, notwithstanding the other rights due to it, to suspend the delivery of the products and/or services ordered from CTG for the duration of the omission or to deliver them cash on delivery, for cash or on the presentation of considerable surety.
6.Should the client be in default or in omission in the observation of one or more of his duties, all the reasonable costs regarding extra-judicial satisfaction are to be for the account of the client.The client is liable to pay in any case:
- over the first€2.500,0015%
with a minimum of€250,00
- over the extra to€5.000,0010%
- over the extra to€ 12.500,00 8%
- over the extra to€ 50.000,00 5%
- over the rest 3%
Should CTG prove to have made higher costs which are considered to have been reasonable, these are also liable to compensation.
7.The Client is required to compensate CTG for all reasonable costs made by it which are connected with a judicial procedure whereby the client is deemed to be in the wrong either completely or for the most part.
1.8CIRCUMSTANCES BEYOND ONE'S CONTROL
1.None of the parties is bound to the observation of any obligation if it is hampered therein as a consequence of any circumstances which are not due to its own fault nor by virtue of the law, legal transaction or views valid in society.
2.Any case of circumstances beyond one's control shall be made known immediately to the other party in writing on presentation of the proof thereof.
1.9INTERIM RESCISSION
1.Each of the parties has the right to dissolve the Agreement by registered mail with immediate effect in the cases described below and to the extent such is admitted hereby, without further notice of default and legal intervention and without retroactive force;
should the other party appeal to circumstances beyond its control and that the period of the circumstances beyond its control has lasted for a period greater than three months or as soon as it is established that the period is to last for more than three months;
should the other party have requested suspension of payment or the bankruptcy of the other party have been requested;
should the other party have omitted any actual obligation arising from the Agreement and, after having been declared in default by registered mail, that the defaulting party turns out to be negligent in the observation of these duties.
2.Both parties are entitled to cancel the Agreement in writing taking a period of notice of three months into account.
3.Should the client already have received matters regarding the execution of the Agreement at the time of the rescission/dissolution, then he can only rescind the Agreement
with regard to the matters not yet executed by CTG.The client's obligation to pay for matters already received remains in force.
4.The value of the matters already received is taken to be the amounts invoiced and/or to be invoiced in accordance with clause 1.7.
1.10 LIABILITY
1.CTG does not accept any other liability than that of material damage to persons and affairs (with the exception of computer programmes and data files), which is directly connected with the products and/or services it has supplied to a maximum amount of the price (excluding value added tax) agreed upon in an Agreement, within the scope of which the incident has occurred, but never more than
€ 1.000.000,00 (one million EUR) per damage claim.CTG excludes every liability for any form of consequential damage, under which is included the cost of reproduction or repair of that destroyed or for damaged details or computer programmes and for damage resulting from the exceeding of any delivery period.With regard to the remainder CTG does not accept any liability for damage or loss, of whatever nature, which is connected either directly or indirectly with matters supplied or services rendered by CTG.The exclusion or limitation of liability does not apply should there be talk of intended or gross negligence by CTG and/or its subordinates.Connected cases of damage are regarded as a single damage event within the meaning of the Agreement.
3.The condition for the existence of any right to a damage compensation is always that the client on the existence thereof should report the damage in writing to CTG.The Client is to take all possible steps to limit the damage as far as possible.
4.The client indemnifies CTG for all damage that CTG may suffer as a result of the claims of third parties which are connected with the products supplied or services rendered by CTG, including:
- the claims of third parties, the employees of the client included, who suffer damage resulting from the unlawful action of the employees of CTG made available to the client and work under its supervision or on its indications;
- the claims of third parties, employees of CTG included,who suffer damage as a result the execution of the Agreement resulting from the action or negligence of the client or of unsafe situations in its enterprise;
- the claims of third parties which suffer damage resulting from a shortcoming in a Product supplied by CTG which the client has used, altered or has been supplied by the client to others on the addition of or in connection with its own products or services.
1.11 EMPLOYEES AND CONTRACT WORKERS
1.Those persons deployed by CTG on the execution of the Agreement and those who provide general advice to the client within the limitations of the activities of CTG are to keep to this Agreement.CTG is not liable for the consequences of any advice that is given outside the limits of this Agreement.
2The costs incurred by those deployed by CTG during the execution of the Agreement (such as business trips, material cost) are to be invoiced to the client separately.
3.The parties undertake not to employ any employees of the other party who have been deployed within the framework of the execution of the Agreement, or allow them to undertake any activities for them during the term of the Agreement or for one year after the termination thereof, In case of a breach of this article, the breaching party shall pay a directly claimable compensation of 15.000 EUR per violation, not withstanding the right to claim a higher compensation for proven damage.
1.12 APPLICABLE CONCILIATION OF LEGAL DISPUTES
1.This Agreement comes under Belgian Law.In the case of any dispute this is to be brought exclusively before the judge in Brussels.
2.Should the client have any dispute with the CTG concerning the execution of the Agreement by CTG the client should appeal to the Regional Quality Manager at CTG before drawing any third party into the dispute or undertaking any action aimed at disbanding the Agreement.
1.13 INVALIDITY
In the case of the invalidity of one or more conditions of the Agreement the remaining conditions are to remain in force.The parties undertake to enter into discussion with one another straight away with regard to the new conditions so that the intent of this Agreement and the invalidity conditions are guaranteed as far as possible.
1.14 APPLICABILITY GENERAL TERMS AND CONDITIONS
Clause 1 sections to 13 apply to all agreements made by CTG with the client.In the case of specialist services and/or special projects as defined below, the conditions included in clauses 2, 3 and 4 also apply.The conditions included in clauses 2, 3 and/or 4, take precedence in the case of any inconsistency with the conditions of clause 1.
2.SPECIALIST SERVICES
2.1DEFINITION
Specialist services are taken by CTG to mean the placing of employees and/or contract workers with specialist knowledge and experience for a certain period at the premises of the client, in order to carry out the activities specified in the Agreement under the responsibility of the client.
2.2PLACEMENT
1.CTG undertakes to make every effort to the best of its ability to ensure that the employees and contract workers referred to in the Agreement are sufficiently qualified to carry out the activities specified in the Agreement in an adequately manner.
2.CTG undertakes to the best of its ability to ensure that the relevant employees and contract workers are available in the place and for the time specified, with the exception of incidental absence in view of any urgent business, to be determined by CTG.
3.CTG is entitled to replace contract workers or its employees by other qualified employees or contract workers in the case of the employee concerned not being in a state to carry out his/her activities due to illness and/or dismissal etc.
4.When a CTG employee is replaced by another qualified employee or contract worker there will be a knowledge transfer of maximum 5 days, which will not be invoiced to the client.
2.3COORDINATION
1.Both parties are to indicate a contact person who is entitled to represent the party who has designated him/her and to bind it within the terms of the Agreement.
2.4WORKING HOURS AND OVERTIME
1.CTG's normal working hours are (subject to bank holidays and other official holidays):
-Monday to Friday from 08.00 to 18.00 hours with a maximum of 8 hours a day.The details are to be settled on consultation with the client.
2.Activities which are undertaken outside the hours referred to in clause 2.4.1. above (on request of the client) are subject to the following overtime increase:
| Additional charges | 7am – 7pm | 7pm – 7am |
| Weekdays | 0 % | 50 % |
| Saterdays | 50 % | 100 % |
| Sundays and public holidays | 100 % | 200 % |
| > 9 hours/dag or > 40hours /week | 50% | |
3.On-call Service:
2.5EXTENSION
The Agreement is entered into in the first instance for an agreed period.Should the Agreement not be cancelled in writing by one of the parties, taking into account a period of one month before the termination of the period, the Agreement is automatically extended for an unlimited period.In that case both the parties are entitled to cancel the Agreement in writing taking a period of notice of three months into account.
2.6INVOICING
Unless otherwise stated in the Agreement, CTG is to prepareinvoices for the amounts due based on the Agreement every month.Unless agreed to the contrary CTG is to send invoices based on subsequent costing.
3.PROJECTS
3.1DEFINITION
1.A Project is taken by CTG to mean a single delivery at a specified period of a Project realised under its responsibility in accordance with the specifications and acceptation norms laid down in the Agreement.
3.2ORDER
1.CTG will make every effort to deliver the Product according to the written specifications and acceptation norms stated in the Agreement and any documents which may be related thereto.
2.Should a phased execution of the Project be agreed upon, the client is to approve the results of a completed phase in writing at the request of CTG before CTG is obliged to make a start on the next phase.The period within which the client is to provide this approval is to be included in the Agreement or is to take place within ten days thereof in case of the absence of such a stipulation.
3.All periods and delivery dates referred to have been ascertained in good faith and are to be observed by both parties as far as possible.Any excess thereof should never afford the client the right to any claim for damages or to (whole or partial) dissolution or suspension of the Agreement or to non-observation by the client of any obligation to CTG.An exception is formed by any penalty clause included in the Agreement.
4.If any alterations or extensions of the Product to be supplied are requested or are pointed out during the execution of the Product, the alterations or extensions are to be laid down and approved in writing in a Sub-agreement.
3.3COORDINATION
1.Both parties are to indicate a contact person who is authorised to represent the party which has indicated him/her and to commit them within the specified nature of the execution of the Project.
2.Regular consultation is to take place between the contacts referred to in 3.3.1 with a view to solving potential or actual problems which threaten the success of the Project and to check the progress of the activities regarding the Agreement.A report of this consultation is to be made by one of the parties after each session and this is to be initialled by both parties signifying their approval.The frequency of the consultation is to be once a month unless otherwise laid down in the Agreement.
3.4DELIVERY AND ACCEPTANCE
1.The period of acceptance takes effect from the first delivery of the Product by CTG.CTG reserves the right to ask the client to sign a delivery note as proof of the first delivery.The client is obliged to accept the Product within the acceptance period as here defined should the Product essentially function according to the acceptance norms determined in the Agreement.Inthat case the client is obliged to sign an acceptance note.The client is obliged within the period of acceptance either to accept the Product in writing by signing the acceptance note or to give written, motivated and documented details of the Deficiencies in the Product.Should the client fail to sign the acceptance note and return it within the acceptance period or to indicate the Deficiencies in writing and motivate them, the Product will be considered to have been accepted.In the case of written motivated Deficiencies which can be reproduced by CTG, CTG is bound to repair the Deficiencies after which the acceptance procedure may be gone through once more.
2.The acceptance period is to be extended by the time that checking by the client of the acceptance norm was not possible due to a Deficiency.This period is to be measured from the receipt of the written report from the client, see section 3.4.1, to the time at which restoration has taken place.
3.Restoration of the Deficiencies in a Product supplied by CTG is to take place according to the following urgency regulation:
- Urgency 1:
Deficiencies which completely block the further progress of the acceptance procedure: commencement of repair immediately on report of deficiency.
- Urgency 2:
Deficiencies which make more difficult the further progress of the acceptance procedure but do not block it: commencement of repair immediately after Urgent 1 has been dealt with.
- Urgency 3
Deficiencies which form no hindrance to the further progress of the acceptance procedure: commencement of repair as soon as possible after Urgency 1 and 2 Deficiencies; possible signing now of acceptance note.
3.5GUARANTEE OF SOFTWARE
1.For a period of 3 months following the acceptance (or during any other explicit period of guarantee mentioned in the Agreement) CTG will do all in its power to solve any Deficiencies in the software supplied by CTG.CTG does not guarantee that the software will function without Deficiencies or that all the Deficiencies will or can be improved upon.
2.The guarantee does not apply if the software has been altered by others without the written permission of CTG.
3.CTG reserves the right to pass on to the client the costs connected with Deficiencies not due to its own action, in accordance with the then valid hourly rates of CTG.
4.Deficiencies are to be reported to CTG by the client as quickly as possible after the occurrence in writing and in sufficient detail.
5.Repair of Deficiencies in software supplied by CTG is to occur in accordance with the following urgency regulation.
- Urgency 1:
Production cannot be continued and/or files become mutilated:commencement of repair within 24 hours of report.
- Urgency 2:
Production is possible but is seriously hindered: commencement of repair within 72 hours of report.
- Urgency 3:
Production can continue without hindrance: commencement of repair by appointment.
Urgency 4:
Production can continue without hindrance but the client or CTG have developed a temporary solution which is to be replaced by a final solution in time; commencement of repair by appointment.
3.6INVOICING
Invoicing is to take place in accordance with the payment schedule included in the Agreement.
4.SUPPORT PROJECTS
4.1DEFINITION
A Support Project is taken by CTG to mean a repetitive service exercised under its responsibility for a period cited in the Agreement and according to specifications determined in the Agreement.
4.2ORDER
1.CTG will perform the service based on the specifications written in the Agreement and in any documents related thereto to the best of its ability.
2.All periods referred to have been determined to the best of the knowledge available and are to be respected as far as possible by both parties.Running over the period given shall never give the client the right to any damages and to (total or partial) dissolution or suspension of the Agreement or to non-observation by the CLIENT of any obligation towards CTG.Any penalty clause mentioned in the Agreement is not included herein.
3.Should alteration or extension of the services be desired or be indicated during the execution of the activities these alterations or extensions are to be put in writing and approved by both parties in a Sub-Agreement.
4.3COORDINATION
1.Both parties are to indicate a contact who is authorised to represent the party which has indicated him/her and to bind it within the framework specified regarding the execution of the order.
2.There is to be regular consultation between the contacts referred to in 4.3.1 in order to solve any potential or actual problems which threaten the success of the activities and in order to check the progress of the work regarding the Agreement.A report of the consultation is to be made after each session by one of the parties and is to be initialled by both parties in approval.The frequency of the consultation is to be once per month unless otherwise determined in the Agreement.
4.4EXTENSION
The Agreement is entered into in the first instance for a period which in unlimited.Should the Agreement not be cancelled in writing three months before the termination of the period, the Agreement is automatically extended for a period of one year.Both parties are entitled to cancel the Agreement in writing towards the end of the following period taking into account a period of notice of three months.
4.5INVOICING
Invoicing is to take place in equal monthly payments unless otherwise indicated in the Agreement.Amounts for Support Projects are payable in advance unless indicated to the contrary in the Agreement.