These standard terms and conditions apply to the delivery of the services outlined in the attached proposal (the “services” and the “proposal”) between Page-37 BV (“Page-37” or “us”) and the addressees of the Proposal “the client” or “client”).
Definitions
- “Page-37” is an independent consultancy company and includes other Affiliates or Divested Businesses or designated brands as Page-37 elects. (example non-exhaustive brands such as agpricing, agri-pricing, insights-37, marketresearch)
- “Governing Law” means any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule, or other binding restriction (including any and all legislative and/or regulatory amendments or successors thereto), to which a party to this Agreement is subject and which is applicable to a party’s information protection and privacy obligations.
- “Individual” means an identifiable juristic human or legal entity, to whom Personal Information relates and about whom Personal Information may be Processed.
- “Person” means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, or other legal entity or organization or a government body.
- “Personnel” means an individually identified and named person, employed or contracted by Page-37 for delivering services to client.
- “Personal Information” means any information that identifies, is related to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or where applicable, relates to an identifiable juristic person or legal entity. Examples of Personal Information include, but are not limited to, name, address, telephone number, date of birth, Social Security or national identification number, e-mail address or any combination thereof.
Scope of service
Page-37 shall be obligated to perform the services specified in the proposal which references these standard terms and conditions for consultancy services. The version of the terms and conditions corresponds to the validity date of the signed proposal. If circumstances shall arise that require Page-37 to perform services that are beyond the scope of the Services described in the proposal, Page-37 shall inform the client of such circumstances and agree to discuss the impact and any incremental fees that may be due as a result of rendering such incremental services.
Adaptations and Updates
Page-37 work reflects assumptions, market conditions and economic realities that are subject to changing trends and economic parameters. Page-37 shall not be under any obligation in any circumstances to update any advice, report or any product of the services, oral or written, for events occurring after the advice, report or deliverable concerned has been issued. Any updates agreed upon between the client and Page-37 will be made pursuant to a separate proposal.
Fees, Expenses, Payment of Invoices
- (a) Client agrees to pay properly submitted invoices within fifteen (15) days of the invoice date, or on such other due date as may be indicated in the proposal. All objections by Client to an invoice must be made in writing to Page-37 within eight days (8) after the date of the invoice. If no objections are received by Page-37 within such eight days (8) period, the invoice shall be deemed accepted by the client.
Page-37 shall have the right to halt or terminate services until payment is received on past due invoices. All fees, charges and other amounts payable to Page-37 under the Proposal do not include any sales, use, excise, value added or other applicable taxes, tariffs or duties, payment of which shall be the client sole responsibility.
(b) Page-37 shall be paid the service fees and other amounts set forth in each proposal. Unless otherwise provided for in the proposal, out-of-pocket expenses, in line with client’s expense and travel policies, are reimbursed by the Client. All Assignment-related travel is considered to be working time.
Client Responsibilities
It is understood and agreed that the services provided by Page-37 may include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of and made by the client. Page-37 will not perform management functions or participate in management decisions on the client behalf.
While working with the client, Page-37 may identify a range of possible alternative options to improve its profitability and pricing. These options are based on the information given to Page-37 by the client; Page-37 rely on such information and expects that the client will independently evaluate Page-37’s recommendations.
The actions that the client conduct in the marketplace may be governed by antitrust laws. Page-37 recommendation and analyses assume action consistent with any applicable laws. Page-37 does not render legal advice; Page-37 recommends that the client seeks legal advice prior to acting.
In connection with Page-37’s provision of the services, the client agrees that the client, and not Page-37, shall perform the following functions.
- Make all management decisions and perform all management functions.
- Designate an individual who possesses suitable skill, knowledge, and experience, preferably within senior management, to oversee the services, and to evaluate the adequacy and results of the service.
- Analyse and estimate financial impact of any financial and other incentive (rebates and discount). This client shell prepare and create financial accrual accordingly.
- Accept responsibility for the actions, if any, to be taken arising from the results of the services.
- Establish and maintain internal controls over the processes with which the Services are concerned, including monitoring on-going activities.
Term
- (a) The engagement shall commence on the date of signing the proposal. In certain circumstances, preliminary services may be performed in connection with this engagement, prior to the issuance of a final proposal. The terms in the proposal and in these Standard Terms and Conditions are applicable to any services performed in connection with the proposal regardless of whether performed after or prior to the signing of the proposal.
- (b) Unless terminated sooner in accordance with its terms, the engagement shall terminate upon the completion of Page-37’s services under the proposal.
- (c) If the project includes early termination possibility by the client or by Page-37, In the event of the early termination of the engagement, Page-37 shall receive the fee due to it in respect of the work that was performed until the effective termination date, including expenses incurred until the date that notice is given.
Personnel
If a proposal names a specific Page-37 employee or advisor for the provision of the services, Page-37 shall not remove or reassign such specified personnel without the client’s prior consent. Client may reject or require the removal of any specified personnel at any time for any reason. Page-37 shall make each of its specified personnel aware of client’s standards of conduct, confidentiality obligations and travel & expense policies. Client acknowledges that Page-37s may work with external advisors and is thus allowed to subcontract any of its obligations under this agreement and the corresponding proposal to such advisors.
Ownership
Ownership of deliverables – except for Page-37 property, and upon full and final payment to Page-37 under the proposal, the tangible items specified as deliverables (the “deliverables”) will become client’s property. If any Page-37 property is contained in any of the deliverables, Page-37 hereby grants the client a royalty-free, paid-up, non-exclusive, license to use such Page-37 property in connection with the client use of the deliverables.
Indemnification
Each party agrees to indemnity, defend, and hold harmless the other party for any injuries to persons or property caused by the intentional or wilful acts of its employees in connection with the performance of services under this Agreement. Client hereby agrees to indemnify and hold Page-37 and its directors, officers, employees harmless from and against all claims, liabilities, losses, damages and expenses as they are incurred, including legal fees and disbursements of counsel and the costs of Page-37 professional time, relating to or arising out of any transaction or matter related to the subject matter of the Agreement and the corresponding proposal, including any legal proceeding in which Page-37 may be required or agree to participate but to which it is not a party
Limitation of Liability
Page-37, its employees or advisors shall not be liable for any error of judgment or for any damage incurred or loss suffered by Client, or Client’s directors, officers or shareholders in connection with this Agreement and the corresponding Work Statement(s), unless such damage or loss arises from gross negligence or wilful misconduct. Both Parties understand and agree that neither party will be liable for any punitive, incidental, consequential, or indirect damages, and each party hereby waives any right to seek such damages against the other party. Both parties agree that neither party’s liability for any damages arising out of work performed pursuant to an Assignment (as defined in the proposal) shall exceed those charges paid by Client to Page-37 for that assignment.
Other Mandates
The client acknowledges and agrees that Page-37 may have provided services, may currently be providing services or may in the future provide services to other entities which the client (i) competes, (ii) has a commercial relationship or (ii) enters into or considers entering into merger, acquisition or other transaction Page-37 fully respects all Non-Disclosure Agreements and will not share confidential information in any form between competitors or other parties
Warranty
Page-37 warrants that it will perform services under the proposal with reasonable skill and care, in good faith, with qualified internal personal or external advisors, in a competent and workmanlike manner. Page-37 disclaims all other warranties either express or implied, including, without limitation, warranties of merchantability and fitness for a particular purpose.
Electronic Communication
Page-37 may communicate with the client by electronic mail or otherwise transmit documents in electronic form during this engagement. The client accepts the inherent risks of these forms of communication (including the security risks of interception of or unauthorized access to such communications, the risks of corruption of such communications and the risks of viruses or other harmful devices).
Sharing of Information
For purpose of marketing, publicizing, or selling, Page-37 reserves the right to disclose the fact that it has performed services for the client, and in so doing identify the client by name and indicate the general nature or category of the services that Page-37 has performed.
Confidentiality
The parties have entered or will enter into a separate Non-Disclosure and Confidentiality Agreement
Limitation on Actions
No action or claim, regardless of form, arising out of or relating to this engagement, may be brought by either party more than three years of the date on which the Proposal has been executed.
Independent Contractor
It is understood and agreed that each of the parties hereto is an independent contractor and that neither party is or shall be considered an agent, distributor, or representative of the other. Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of the other.
Force Majeure Neither the client nor Page-37 shall be liable for any delays resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, strike or labour dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.
Severability
If any term or provision of the proposal along with its appendices shall be held to be invalid, void or unenforceable, then the remainder of the proposal along with its appendices shall not be affected, and each such term and provision of the Proposal along with its appendices shall be valid and enforceable to the fullest extent permitted by law.
Governing Law and Jurisdiction
- The Proposal and this Standard Terms and Conditions shall be governed by and construed in accordance with the laws of Belgium, without regard to the conflict of laws provisions thereof. Every dispute relating to this agreement shall be subject to the exclusive jurisdiction of the Belgian courts.
- In the event of a controversy or claim arising out of or relating to this agreement, or the breach of the same, the parties shall use their best efforts to mediate and settle the same through consultation and negotiation in good faith and a spirit of mutual cooperation.
- Failure by any one of us to exercise or enforce any rights available to us shall not amount to a waiver of any rights available to either of us.
Completion of the Contract
- The proposal and the appendices attached hereto (including these Standard Terms and Conditions) are the exclusive understanding between Page-37 and the client in connection with the services, and they replace any previous oral or written representations and/or understandings in connection with the engagement between the client and Page-37.
- In case of a conflict or inconsistency between these terms and conditions and the provisions included in the proposal signed by the parties, unless otherwise stated, the provisions of the Proposal shall govern and prevail.
- Changes to the proposal or to these Standard Terms and Conditions will be agreed by the parties in writing and signed` by the parties’ authorized representatives.