1. Place of the service

Except for other provisions in the Agreement, the assignment will be performed at the premises of the Customer’s; the exact Site address will be defined in the Agreement.

Movements between this Site or the particular workplace mentioned in the Agreement, and any other location will be charged by ELVI Partners to the Customer based on a tariff of 0,4269€ per travelled kilometer.

2. The performance modalities

2.1. The Customer will provide ELVI Partners with all information necessary, technical or general documentation or other intelligence, regarding the Assignment. ELVI Partners shall perform its task within the framework of the performance of this Agreement to the best of its ability and will take into account the technical instructions and guidelines it receives from the Customer. Since ELVI Partners performs activities within the scope of this Agreement that are a part of the projects and/or activities of the Customer, the responsibility of these projects lies entirely with the Customer.

2.2. To perform this Agreement, ELVI Partners appeals to the Foreman(s) of which the identity is registered in the Agreement. ELVI Partners always has the right to propose another Foreman to the Customer which will take over the performance of the Assignment. The Customer must approve the new Foreman in writing, but will not unreasonably withhold its consent.

2. 3. If a Foreman must interrupt the Assignment for more than 30 days, discredit the Customer’s reputation or no longer performs the Assignment, the Customer has the right to request ELVI Partners to replace the Foreman. This does not relieve the Customer from its obligation to reimburse the services already provided by the Foreman. If ELVI Partners agrees to the replacement of the Foreman, it undertakes the obligation to provide the Customer with a replacement as quickly as reasonably possible. If ELVI Partners is unable to provide a qualified replacement within a term of two weeks, the Customer has the right to terminate the Agreement.

2.4. The Customer commits not to enter into any form of cooperation during the term of the Agreement and for a period of one year after termination of the Agreement with the Foreman or any proposed candidate, under penalty of damages with an amount of 180 times the daily rate of the Foreman as specified in the Agreement.

3. Duration, interruption and extension of the Assignment

3.1. The duration of the Assignment is described in the Agreement and will be referred to as the Duration.

3.2. According to the availabilities of the Foreman(s), ELVI Partners can interrupt the Agreement. Possible interruptions of performance will be timely communicated by ELVI Partners to the Customer. The interruption does not automatically extend the termination date of the duration.

3.3. Extension of the Agreement is possible when both parties agree. In this case ELVI Partners will inform the Customer 4 weeks before the end of the Assignment.

3.4. ELVI Partners can terminate the Assignment at all times and at its sole discretion, with a period of notice of 7 calendar days.

3.5. When ELVI Partners is not able to find replacement for a Foreman, as a result of Article 2.3 of the General Terms and Conditions, the Customer has the right to terminate the Agreement.

3.6. All communication pursuant to Article 3.3, 3.4, and 3.5 of the General Terms and Condition is done in writing per registered mail between the parties.

4. Termination and dissolution of the Agreement

Without prejudice to its entitlement to compensation of damages, ELVI Partners may, at its own discretion, suspend the Agreement or rescind the Agreement 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:

• in the event of non-payment of the Customer on a single due date or non-compliance of any other contractual obligation;
• 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;
• in the event of dissolution and/or liquidation of the Customer’s company.

In such case, the Customer will immediately pay all unpaid services already provided by ELVI Partners, payable immediately upon delivery by a regular invoice by ELVI Partners. This payment shall be implemented without prejudice to the right of ELVI Partners to compensate for possible damage they can prove by any legal means.

All communication pursuant to Article 4 of the General Terms and Conditions is done by sending a registered letter.

5. Confidentiality

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 Agreement.

Each Party and its Employees or self-employed contractors must keep confidential all confidential information received from the other Party in the performance of this Agreement. Additionally, the Parties shall only use the confidential information for the purposes of this Agreement. The Parties shall not disclose the confidential information to third parties without the consent of the other Party in writing. At a minimum, any information designated as confidential by one of the Parties shall be considered as such.

The confidentiality obligation shall continue to exist for a period of one year after the end of this Agreement, regardless of the cause of the termination of the Agreement.

Are not considered confidential information:

• information legally obtained from a third party not bound by any confidentiality obligation or secrecy;
• information that was already known to a Party before it was provided for the purposes of this Agreement;
• information a Party developed independently without violating this Agreement;
• information that came public without the doings or error of the Party receiving the information;
• information that must be made public pursuant to a judicial or administrative decision.

ELVI Partners 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.

6. The fee and payment modalities

6.1. The fee is exclusive of V.A.T. and any other levies imposed or to be imposed by the government.

6.2. ELVI Partners may adjust the fees annually on the anniversary of the Agreement based on the following formula:

New Price = Base price x (New index/Initial index)

• Initial index: the index published by Agoria “national average reference wage cost” for the month preceding the signing of the Agreement;
• New index: the index published by Agoria “national average reference wage cost” of the month preceding the anniversary of the Agreement.

6.3. ELVI Partners shall use its best efforts to perform the Services in accordance with the Customer’s work schedule. For performances during the evening or morning hours (after 20h and before 7h) and/or weekends and public holidays, the parties and Foreman(s) need to specifically agree on the timetables to perform.

6.4. Barring any agreement to the contrary between the Parties, the work schedule will be assumed to be up to 40 hours per week. The following increases used in relation to the Price (not cumulative):

• performances > 40h/week: increase the Price x 50%
• performances between 20h and 7h: increase the Price x 100%
• performances on Saturday, Sunday or public holidays: increase Price x 150%

6.5 The Foreman will have his/her performance hours signed off by the Customer in the appropriate form of timesheets.

6.6 The invoices are always made at the end of the month for the services provided during the past month. This fee is payable in cash via bank transfer. The payment terms are 15 days after the date of the invoice.

6.7. The absence of a protest of an invoice in writing within eight (8) days from the date of sending of the invoice constitutes irrevocable acceptance of the invoice and the Services set out within it.

6.8. 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 equaling the interest rate as defined in Article 5 of the Belgian Act on payment arrears (Act 2 August 2002, Belgian Official Gazette 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. In the event of late payment of an invoice:

• ELVI Partners is entitled to increase the amount of invoice by 15% as compensation for the first installment of €4000, 10% for the second installment of €4000 to €12 500 and 7,5% for the installment of more than €12 500;
• all costs, the extrajudicial collection of the invoice, and the costs of legal proceedings and enforcement are to be borne by the Customer;
• all claims against the Customer not yet due are immediately incurred, eligible and payable; and
• ELVI Partners is entitled to suspend all its Services in regard to the Customer without prior notification.

7. Liabilities

ELVI Partners will only be held responsible to repair direct damage caused by the specific activities of ELVI Partners as specified in this Agreement, to a maximum of the higher of the following amounts, ie. Either the amount owed by the Customer for the Assignment or an amount of € 5000, regardless of whether the claim is set to contract or non-contractual basis.

Is excluded from liability:

• the reimbursement by ELVI Partners for any indirect or consequential damage, including financial or commercial losses, loss of profits, increase in general costs, disruption of planning, loss of anticipated profits, capital, clientele and others;
• damage caused by the fault of the Customer;
• all claims directed by third parties against the Customer.

Where the supplied developments are used for further development or commercialization, the Customer will indemnify ELVI Partners against any claim for damages brought by third parties, even if established that it is rooted in the services provided by ELVI Partners.

These liability limitations shall continue to apply in case ELVI Partners was informed by the Customer of the existence of a real risk of damage. Parties recognize that this represents a reasonable allocation of risk.

8. General Provisions

8.1. The Agreement, nor the ensuing rights or obligations may be transferred in whole or in part without the express written consent of both parties.

8.2. ELVI Partners can rely on subcontractors for the performance of the Agreement. Engaging a subcontractor will be the responsibility of ELVI Partners and will entail no additional charges for the Customer.

8.3. The possible invalidity of any provisions in the Agreement shall in no way affect the validity of the other clauses. The Parties will make every effort, by mutual agreement, to replace the invalid clause with a valid clause with the same or largely the same economic impact as the invalid clause.

9. Disputes – Applicable law

The parties pledge themselves to put everything to work for finding an amicable solution for every dispute concerning the validity, interpretation or the performance of the Agreement.

In the absence of an amicable solution, every dispute with regard to the Agreement will be subject to the commercial courts in Brussels.