General Terms and Conditions

Preliminary

These General Terms and Conditions for quotations and pricing proposals are applicable for all proposals made by AMS to clients for customer-specific projects, research projects or alike. These general terms and conditions replace in this case the general terms & conditions that are made public by AMS for registrations for programs via the AMS website.

Definitions

Agreement:	The terms and conditions agreed between the Parties under which AMS shall perform the Services as set out on these pages, its annexes and any addendum signed by both Parties.
Background:	All know-how and information known to either of the Parties at the date of this Agreement or developed independently from the Services and the Intellectual Property vested herein.
Client:	Party that accepts the pricing proposal.
Confidential information:	All information provided directly or indirectly by one Party to the other Party which was, if disclosed in writing, electronically or in any other tangible form, clearly marked as confidential, or, if disclosed orally or in any other non-tangible form, identified as being confidential at the time of disclosure and confirmed as being confidential by providing the Party receiving the information a written summary of all such information within 30 calendar days after its initial disclosure, or any other data and information which is by its nature to be considered confidential. Personal Data of research participants (whether directly identifiable or pseudonymised) is always considered as Confidential Information.
Foreground	All information, know-how, results, designs, inventions and other matter capable of being the subject of Intellectual Property which is conceived, first reduced to practice or writing or developed as part of the Services.
Intellectual property:	All rights resulting from copyright, neighbouring rights, legal protection of computer programs and databases, trademark rights, drawing and model rights, patent rights, plant breeder’s rights, domain names and legal protection of topographies and semiconductor products.
Officers:	Directors, managers, employees, agents and advisors (including but not limited to financial advisors, legal counsels and accountants).
Party:	Either the Client or AMS, as stipulated in the Agreement.
Parties:	Both Client and AMS.
Personal Data:	Any information capable of directly or indirectly identifying a natural person, such as a name, an identification number, location data, an online identifier or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Services:	The services to be delivered by AMS as described in the quotation or pricing proposal.

1 Subject

1.1 AMS shall deliver the Services as described in the quotation or pricing proposal.

1.2 AMS shall use reasonable effort to complete the Services and the Parties expressly agree that AMS is bound by an obligation of means (“middelenverbintenis”).

1.3 If applicable, the Services are provided within the limits set by the information supplied by the Client and as such AMS cannot be held liable for the incorrect performance of the Services caused by incorrect, incomplete or late supply of information by the Client.

1.4 AMS reserves the right to specify the Officers to be allocated to perform the Services and to change Officers in the course of the Services.

1.5 If applicable, the Client will provide necessary information and use reasonable effort to engage client stakeholders in order to support the creation and delivery of the Services

2 Pricing, invoicing and payment

2.1 The pricing of the Services is fixed in the quotation or pricing proposal.

2.2 The pricing is subject to the following indexation clause:

a) Services that are performed 1 year after the signing date of the AMS order will be subject to an annual indexation in accordance with the 'Agoria Index Referteloonkost DIGITAL (see: “https://tools.agoria.be/nl/refertelonen-overzichtstabellen”, and select index referteloonkost DIGITAL). Based on the following formula:

NP = BP [0.20 + (Sn/Sb *0.8)]
In which:
- NP is the new price,
- BP is the base price
- Sn is the last amount(index) of the Agoria Reference Pay Index (country average) published on the revision date,
- Sb is the last amount(index) of the Agoria Reference Pay Index (country average) published the date the quotation/pricing proposal was drawn up.

b) When additional services are ordered based on the standard price lists (orders on demand), the amounts stated in the AMS order will be subject to an annual indexation in accordance with the 'Agoria Index Referteloonkost DIGITAL (see: “https://tools.agoria.be/nl/refertelonen-overzichtstabellen”, and select index referteloonkost DIGITAL). Based on the following formula:

NP = BP [0.20 + (Sn/Sb *0.8)]
In which:
- NP is the new price,
- BP is the base price
- Sn is the last amount(index) of the Agoria Reference Pay Index (country average) published on the revision date,
- Sb is the last amount(index) of the Agoria Reference Pay Index (country average) published the date the quotation/pricing proposal was drawn up.

2.3 AMS shall invoice as specified in the AMS order.

2.4 Pricing in quotation or pricing proposal is always shown net of VAT unless explicitly mentioned differently. VAT will be added to the invoices in line with VAT regulation.

2.5 Invoices are payable 30 days from the date of invoice unless stated otherwise.

2.6 As from the due date of the invoice, conventional interests of 10% per year will apply. The interests will be charged automatically and without prior notice of default, as well as a flat-rate, conventional compensation of 10% of the value of the invoice with a minimum of 50 EURO.

2.7 Complaints about invoices must be sent to AMS by email within five working days after reception of the invoice to be admissible.

3 Duration

3.1 The pricing proposal is valid for one month and will become valid by acceptance within 30 days as from the offer date. At day of acceptance of the pricing proposal, the proposal jointly with the General Terms and Conditions for quotations and pricing proposals, will become the Agreement between parties.

3.2 AMS reserves the right to adjust the pricing in case of order acceptance later than 30 days after the offer proposal.

3.3 Each Party has the right to terminate the Agreement at any time by registered letter and with immediate effect, without being due any further compensation or damages, in case:

the other Party has requested a respite of payment, has tax or social security debts, is adjudged bankrupt or in a state of notorious insolvency; or
of serious breach of contract by the other Party, including but not limited to a breach of confidentiality.

3.4 Each Party has the right to terminate the Agreement at any time by registered letter and with immediate effect, without being due any further compensation or damages, in case of proven default of the other Party, following a prior registered proof of default with specification of the indisputable default as well as the intention to terminate the Agreement if this default is not remedied within 30 business days.

3.5 Termination of this Agreement shall not affect the rights and obligations of the Parties accrued prior to termination.

3.6 In case of termination of the Agreement by the Client, the Client shall reimburse AMS for all Services, which were delivered by AMS but not paid as of the termination date, and for all reasonable expenses committed by AMS to be expended as of the termination date, which cannot be cancelled.

3.7 Any provisions of this Agreement which by their nature extend beyond termination shall survive such termination.

3.8 In the event of cancellation of already scheduled and confirmed training sessions (which have been agreed upon by the parties in the contract or during the execution of the contract), the following cancellation fees will be charged:

more than 6 weeks before the agreed date of the session: 5% (administration costs)
4 to 6 weeks before the agreed date of the session: 25% of the total price of the session
2 to 4 weeks before the agreed date of the session: 50% of the total price of the session
0 to 2 weeks before the agreed date of the session: 75% of the total price of the session

3.9 In the event of cancellation of already scheduled and confirmed coaching sessions and/or Neurotraininglab sessions:

more than 12 weeks before the agreed date of the session: 5% (administration costs)
9 to 12 weeks before the agreed date of the session: 50% of the total price of the session
5 to 8 weeks before the agreed date of the session: 75% of the total price of the sessions
less than 5 weeks before the agreed date of the session: 100% of the total price of the session

3.10 In the event of rescheduling/postponement of already planned and confirmed training sessions, coaching sessions and/or Neurotraininglab sessions:

more than 6 weeks before the agreed date of the session: 5% (administration costs)
4 to 6 weeks before the agreed date of the session: 10% of the total price of the session
2 to 4 weeks before the agreed date of the session: 20% of the total price of the session
0 to 2 weeks before the agreed date of the session: 50% of the total price of the session

4 Intellectual Property

4.1 The parties confirm that the name, logo, brand, etc. of Antwerp Management School and all associated intellectual property rights belong to AMS in full.

4.2 The parties confirm that the name, logo, brand, etc. of the Client and all associated intellectual property rights belong to the Client in full.

4.3 The intellectual property rights in background knowledge, i.e. pre-existing and already developed knowledge, technology, information and data, prior to this collaboration, as well as knowledge, technology, information and data developed during this collaboration, independently of this partnership, but on a unilateral basis, as well as any improvements thereto (which are made on a unilateral basis) do not transfer under this Agreement.

4.4 The parties expressly agree that the property rights to the developed services and the knowledge acquired from research in the context of this Agreement belong to Antwerp Management School.

4.5 The Client is therefore prohibited from distributing, adapting, using (including for the creation of derivative works), editing, modifying, further developing, transferring, licensing, sharing, exploiting, lending, renting, and communicating to the public any works, in whole or in part, in any manner whatsoever, whether in its original form or in a modified form, for any manner of use and exploitation, for any commercial or other purposes. Internal use of the works by the client in the context of the services is permitted for the duration of this Agreement.

4.6 External communication about the Agreement (during its term) and the knowledge developed e.g. in the press, via online and social media, will happen always in consultation between the Parties and after explicit approval, always stating the name and logo of both Parties.

4.7 In the event of a breach of this clause by the Client and/or any of its employees, appointees, agents, clients, directors, mandataries, customers, successors in title or any other party to whom it discloses part or all of the Works, the Client is obliged to fully compensate AMS for the damage suffered.

4.8 The provisions of this clause 4 will survive termination of the Agreement.

5 Publication

5.1 Publications (if any) will be in accordance with international recognized scientific and ethical standards concerning publications and authorship, must reflect the true contribution of each scientist involved and shall acknowledge AMS’s contribution. Such publication must be submitted to AMS in writing prior to publication. If no objection is raised within 30 calendar days by AMS, then the Client can proceed with the publication.

5.2 The Parties shall ensure open access (free of charge online access for any user to read, download and print) to all peer-reviewed scientific publications.

5.3 The provisions of this clause 5 will survive termination of the Agreement.

6 Confidentiality

6.1 The Parties agree to use each other’s Confidential Information solely for the execution of the Agreement, to keep the Confidential Information strictly confidential and to use all appropriate means to prevent the Confidential Information from being disclosed to any third party.

6.2 The Parties agree to disclose the Confidential Information only to their Officers to the extent that their examination of the Confidential Information is required for the execution of the Agreement and provided that these Officers have been committed to keep any Confidential Information strictly confidential. Each Party shall be responsible for any violation of the Agreement by its Officers. The receiving Party shall not give access to the Confidential Information of the disclosing Party to any third party, without the explicit prior written consent of the disclosing Party.

6.3 The obligations set out in the clauses above shall not apply to any information which:

a) was known by the receiving Party before it was disclosed to the receiving Party by the disclosing Party;

b) is or becomes publicly available through no act or omission of the receiving Party;

c) is received by the receiving Party from a third party having no obligations of confidentiality to the disclosing Party, provided that the receiving Party complies with any restrictions imposed by the third party;

d) the receiving Party is required to disclose by order of a court of competent jurisdiction or by law or regulation, in which event the disclosing Party shall be notified before the disclosure by the receiving Party.

6.4 The provisions of this clause 6 shall survive any termination of the Agreement for a period of 10 years from termination.

7 Personal Data protection

7.1 The Parties shall comply with the provisions of the regulations for the protection of Personal Data, including but not limited to the EU General Data Protection Regulation 2016/679 of 27 April 2016 and its implementing decrees.

7.2 The Parties acknowledge that in the event that Client is to perform Personal Data processing activities on behalf of AMS as controller of the data, or vice versa, the Parties will enter into a data processing agreement as required by the European General Data Protection Regulation 2016/679 prior to such processing taking place.

8 Warranties and liability

8.1 AMS undertakes to perform the Services to the best of its abilities, according to the state of the art and any relevant best practices.

8.2 The Parties shall abstain from any unacceptable behaviour towards or discrimination against each other’s staff, students or visitors based on age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex or sexual orientation.

8.3 The Parties will take the necessary precautions to assure their integrity and to prevent irregularities, fraud and corruption, both active and passive.

8.4 The Parties will obtain and/or maintain at all times during the period of this Agreement appropriate policies of employer’s liability, public liability, and professional indemnity insurance in respect of its involvement in the Agreement in amounts which are reasonable and customary for undertaking similar activities.

8.5 The Client shall not use or refer to the name, logo or any other designation of AMS without explicit prior written consent.

8.6 AMS’s total liability under this Agreement is limited to the direct, reasonably foreseeable damages to the Client and is in all cases limited to an amount equal to the total price as stipulated in art. 3.1. The Parties are not liable towards each other for any indirect and/or consequential damages.

8.7 Force Majeure: The Parties are not liable for the consequences of force majeure, i.e. any event in which in all fairness a Party is no longer in control or could not have anticipated, and which makes it impossible for this Party to realise all or part of its obligations, including but not limited to acts of war, fire, ordinances or regulations of public authorities. The Party stricken by force majeure shall immediately notify the other Party by registered letter and this Agreement shall be suspended. If the situation of force majeure lasts longer than one month, the Party not stricken is entitled to terminate the Agreement by registered letter and with immediate effect, without being due any further compensation or damages.

8.8 To the extent that in case of force majeure events AMS will be able to provide alternative solutions/services such as on line services (as opposed to for example face-to-face training or coaching) such event will no longer be considered as force majeure event giving reason for suspension and/or termination, and the obligations of both parties will remain valid.

9 Exclusion of extra-contractual liability

9.1 The Parties waive any non-contractual liability claims by one Party against the other as well as against Personnel or subcontractors for damages caused by the non-performance of a contractual obligation. The present clause is without prejudice to legal provisions of public policy or mandatory law. Such Personnel or subcontractors, as third-party beneficiaries, may invoke the clauses of this article covering the liability between the Parties.

10 Miscellaneous

10.1 Nothing in the text and context of the Agreement and/or its annex(es) shall be considered as the origin of any relationship of agency, distributorship, partnership, joint venture or employment relationship between the Parties.

10.2 AMS and/or its Officers can in no way be considered to be an employee of the Client under this Agreement and the Client shall not exercise any employer’s authority over AMS’s Officers. The consequences of a violation of this article are to be borne by the Client.

10.3 The Agreement represents the entire understanding and agreement of the Parties, in relation to the subject matter hereof, and supersedes all prior communications, agreements and understandings in this respect.

10.4 The provisions of the Agreement may not be modified, amended, nor waived, except by a written instrument duly executed by both Parties.

10.5 If any provision of the Agreement is declared invalid or unenforceable, all remaining portions of the Agreement shall continue in full force. The invalid or unenforceable provision will be replaced, by mutual agreement, with a provision that comes as close as possible to the initial intention of the invalid or unenforceable provision.

10.6 No waiver of any provision of the Agreement by either Party shall constitute a waiver of any other provision nor shall any waiver constitute a continuing waiver.

10.7 The Agreement may not be assigned by either Party, without the explicit prior written consent of the other Party.

10.8 Any formal notice given under the Agreement must be given by registered letter to the addresses on the first page of the Agreement. Should these details of any of the Parties change, this Party shall notify the other Party immediately in writing.

11 No Poaching Clause

11.1 For the term of this Agreement and for the period of six (6) months thereafter, without the prior written consent of the other party, neither party shall either directly or indirectly solicit or entice away (or seek or attempt to entice away) from the employment of the other party any person employed (or any person who has been so employed in the preceding six (6) months) by such other party in the provision or receipt of the Services. For the avoidance of doubt, this Clause shall not apply to unsolicited responses by employees to general recruitment advertising.

11.2 A breach would give rise to a fixed indemnity of 6 months the gross average monthly compensation and benefits of the person concerned, due by the party in default to the other party.

12 Applicable law and jurisdiction

12.1 The Agreement shall be exclusively governed by Belgian law with express exemption of any conflict of law rules and any dispute under the Agreement which cannot be solved amicably shall be decided by the courts of Antwerp, Belgium