Release date: 20 March 2018

I Object and Scope

These General Commercial Terms (hereinafter referred to as “Terms”) specify the general framework and procedure of GCZ International HR Services for providing advice, assistance and services to develop and manage HR practices, which employees trust, as described in proposals and/or order forms or invoices (hereinafter referred to as “Services”).

II Definitions

1. GCZ International HR Services
   GCZ International HR Services is a division of Czanik & Vanhout bvba, with offices at Parklaan 26, 3910 Neerpelt, Belgium a company registered at RPR Antwerpen dep. Hasselt, VAT number: BE 0553 672 535, (hereinafter referred to as “GCZ”)
2. Client
   “Client” refers to the person (either physical or legal) provided with the Services from GCZ, as specified in the Contract.
3. Party and parties
   “Party” refers either to the Client or to GCZ. “Parties” means both GCZ and the Client.
4. Proposal
   “Proposal” refers to the description of the Services provided to the Client by GCZ, and all specific terms including, but not limited to, a fee quote, estimate of expenses and the description of the timing and cooperation between the Parties during the delivery of the Services.
5. Contract
   “Contract” refers to a set of documents, which specify the rights and obligations of the Client and GCZ within the framework of the delivery of the agreed Services. A Contract consists of an agreed proposal (or order and acceptance) and these Terms.
6. Confidential information
   In the application of these Terms, any information, in whatever form or manner presented about the Client or GCZ (including, but not limited to, contracts, intellectual property rights, business methods, consulting techniques, presentations, and other commercial, financial and business information) or about the commercial relationship between the Client and GCZ is considered as confidential, with the exception of information available from public sources.
7. Force majeure
   “Force majeure” refers to any event that is beyond the control of the impacted Party, including but, not limited to strikes, and the unavailability of any public IT or logistics service.

III Warranties

1. GCZ exclusively warrants to the Client:
   • that it has the power and authority to enter into the Contract;
   • that the materials used and the reports produced for the Client will not infringe the rights of any third party;
   • that the delivery of the Services will be in compliance with the applicable laws
2. The Client warrants:
   • that it has the power and authority to enter into the Contract;
   • that it is procuring the Services for its own purpose and account and is not acting as an agent or any other representative of any other person or entity;
   • that, in the event the Services relate to any form of cooperation with third parties, it will obtain written agreement from such a third party to undertake the provisions of the Terms prior to disclosing to such a third party, in part or full, any materials delivered by GCZ.

IV Trademarks and Intellectual Property Rights

1. All Intellectual Property Rights (hereinafter referred as “IPR”) belonging to a Party prior to concluding the Contract shall remain vested in that Party. Nothing is intended in the Contract to transfer any IPR from either Party to the other.
   Any use by the Client and/or its subsidiaries of the name and logo of EBTT, and/or the slogan “The Trusted HR Practice”, for any reason requires the prior approval of GCZ. Any other use is prohibited. GCZ reserves the right to terminate the Contract in the case of such unauthorized use.
   All IPR in any materials, including, but not limited to, presentations, calculations, reports, plans, charts and images produced by GCZ in the framework of the Contract and the corresponding underlying methodology, shall belong to GCZ. The Client’s right to use these materials is limited to the purpose of its own business or the purpose explicitly agreed upon in the Contract.
2. The Services delivered by GCZ to the Client in any form, including, but not limited to, reports, presentations, estimates and plans, and the underlying know-how within the framework of the Contract, shall only be for the use and benefit of the Client.
3. The Parties undertake to treat any confidential information, which has been shared by the other Party, with the highest standards of confidentiality. The Parties’ obligations regarding confidential information shall continue in effect beyond the period of the Contract as stated below, and the said obligation shall be binding upon the directors, employees and subcontractors of the Parties as well.
   The Parties undertake to apply the same standards to secure confidential information about the other Party as they do about their own confidential data.
   The confidentiality concerning the findings of GCZ’s scan and assessment service implies that this information may only be shared with employees of the Client, who are individually named in the Contract (hereinafter referred to as “Entitled Individuals”). The Client may amend the list of Entitled Individuals unilaterally by writing to GCZ.
   If the presentation of the results of the scan and assessment service or the delivery of any other service takes place in the form of a WebEx or conference call, it is the Client’s responsibility to ensure that, during the WebEx or conference call, only Entitled Individuals are present, hear and/or see what is discussed.
   Should any Party be required by law to disclose any confidential information, the other Party needs to be informed prior to such disclosure.

Service Delivery

1. Contract
   The Services are delivered by GCZ under the exclusive terms of the Contract. The rights and obligations included in the Contract are the only terms applicable to the Services provided by, or on behalf of, GCZ. Unless explicitly specified in the Contract, the general purchasing terms of the Client are not applicable.
   The Contract is to be considered as concluded when either the order of the Client has been confirmed in writing by GCZ or the Proposal from GCZ has been confirmed in writing by the Client. Confirmation sent by the Parties in an email is considered as complete and valid written confirmation to conclude the Contract or to make statements with a legally binding effect.
   In the event of any inconsistency between the provisions of the Proposal and the Terms, the provisions of the Proposal shall prevail.
   The Contract ends:
   • on the day of the payment of the last invoice in the case where the delivery of the Services is completed and all invoices are paid in due time;
   • on the last day of the notice period in the case where the Contract is terminated by any of the Parties.
     Where either Party does not utilize any of its rights, as stipulated in the Contract, this cannot be interpreted as a waiver of the utilization of that right at any later moment.
2. Mutual cooperation
   GCZ undertakes to perform the Services diligently and accurately, in line with the stipulations of the Contract and in accordance with the applicable professional standards.
   The standards of the delivered Services are heavily influenced by the quality and the timely nature of inputs (data, documentation, verbal information via interviews etc.) on the part of the Client; therefore, the Client undertakes to provide GCZ with complete information and documents in a good quality within the agreed timelines.
   GCZ may suspend the delivery of the Services when there is a lack of complete and/or an adequate quality of information provided by the Client.
   The Parties shall ensure the timely, correct and complete performance of all activities and information exchanges related to the execution of the Contract, including the related administrative processes.
3. Delivery dates
   The Contract includes estimates of the expected date of the delivery of the Services. Confirmed delivery dates are not fixed dates, unless stated otherwise. GCZ reserves the right to postpone the delivery. Unless a failure to meet the delivery date is caused by GCZ or its subcontractors, gross negligence or intentional acts, GCZ will not be liable for non-compliance.
   Unless agreed otherwise, the delivery of:
   • reports and written advice will be performed via email in PDF;
   • interviews, presentations, coaching or sounding board sessions will be delivered via telephone or WebEx.
4. Force majeure
   Performance of the obligations of the Parties shall be suspended in the event of force majeure, which prevents any of the Parties in the performance of their obligations as set out in the Contract.
   If the effect of the force majeure lasts longer than three months, either Party may end the Contract with immediate effect by unilateral written confirmation sent to the other Party. In such a case, GCZ will be entitled to compensation (fees and incurred expenses) for the part of the Services that has already been delivered prior to the suspension of the Contract.
5. Communication
   i. All communication shall be sent to the address (either email or postal address) as stated in the Contract. The Parties undertake to notify the other Party in the case of any change regarding the addresses.
   ii. Consent to email communication
   The Parties herewith express their mutual understanding that email messages are sent over the Internet and are not encrypted, and as such are not secure and may be read by others. The Parties both understand that their email communications with each other may NOT be encrypted and, therefore, they cannot guarantee the complete confidentiality and security of any information that they send to each other via email.

VI Fees and Expenses, Payment Terms and Payment Methods

1. The Contract includes all conditions (amounts, estimates where applicable, invoicing schedule, supportive documents, prior approval of expenses etc.) relative to the incurring of fees and expenses that arises during and/or in connection with the Contract.
2. The schedule of invoicing is determined in the Contract. GCZ will issue invoice(s) in accordance with that schedule.
3. Contesting the invoice from GCZ
   The Client should immediately upon receipt of the invoice, but no later than 14 days after the date of the invoice, notify GCZ about any form of disagreement with the invoice.
4. Every invoice is payable immediately upon its receipt via bank transfer to the bank account held by GCZ, as indicated on the invoice.
5. Payment is considered made when the paid amount is at the disposal of GCZ.
6. Any sum that has not been paid within 30 days from the date of the invoice will entail late payment interest and recovery charges in accordance with the provisions of applicable laws. In addition to the recovery charges set by law, GCZ will be eligible, without prior notice, to a lump sum compensation for all other expenses incurred, which are related to the delay in payment. This lump sum compensation is equal to 10% of the overdue sum, but not less than €180, without prejudice to GCZ’s right for compensation in full for the damages it has suffered.
7. If there is doubt about the solvency or credit standing of the Client, GCZ reserves the right to demand guarantees prior to any further service being delivered and/or prepayment of any outstanding service delivery and/or declare the immediate maturity of all outstanding claims.
8. If the delivery of the Services has been suspended by GCZ due to the Client’s failure to meet the agreed standards of mutual cooperation, GCZ reserves the right to terminate the Contract and is entitled to compensation for the part of the Services that has been delivered prior to the end date of the Contract.
9. If the Contract has been terminated by the Client before the completion of the delivery of the Services, GCZ will be entitled to compensation for the part of the Services that has already been delivered prior to the end date of the Contract.

VII GDPR and Privacy Policy

The Client explicitly agrees that contact information for the purposes of service delivery, customer service, and information-sharing about new EBTT developments will be stored and used for these purposes as long as the Client does not indicate otherwise.
The Privacy Policy of the Owner is available at https://ebtt.biz/privacy/.

VIII Non-pouching

The Parties shall not, without the explicit written consent of the other Party, during the terms of the Contract and for a period of 12 months after the end date of the Contract, solicit the employment or engagement of any key employee, third-party associate or subcontractor of that Party.

IX Termination

Either Party may terminate the Contract upon written notice given to the other Party. The Parties will apply a notice period of eight days.

X Applicable law

This Term shall be governed by and interpreted in accordance with the laws of the Kingdom of Belgium, except the provisions concerning the conflict of laws.

XI Competent Jurisdiction

All disputes related to these Terms shall be resolved amicably. If no amicable settlement of any dispute is reached within 30 days, the court of Hasselt in the Kingdom of Belgium will have sole competence and jurisdiction to determine the terms of the resolution.

XII Entire Terms and Severity

These Terms constitute all general commercial terms and conditions with respect to the delivery of the Services.
If a court constitutes any provision of these Terms to be null or void, such provision will be deemed severed from these Terms. All other provisions will remain in full force and effect.