I. SCOPE OF APPLICATION
These general terms and conditions apply to all professional relationships between Optilon and the client.
Any deviations must be expressly accepted in writing by both parties.
In the event of a conflict between the content of these general terms and conditions and the engagement letter, the engagement letter shall prevail.
In accordance with common law, Optilon’s liability can only be invoked for assignments that can be proven to have been accepted by Optilon.
II. FORMATION OF THE AGREEMENT
Unless otherwise stipulated in the engagement letter, the agreement is concluded and takes effect:
If Optilon has not yet received the engagement letter signed by the client, all professional relations between the parties shall in any case be governed by these general terms and conditions and the engagement letter from the moment and insofar as these contractual documents have been transmitted to the client either by mail, fax, electronic mail, or by personal delivery against receipt.
III. DURATION AND TERMINATION OF THE AGREEMENT
3.1. Recurring assignments
3.1.1. Definition
A “recurring assignment” shall mean: an assignment consisting of successive services of the same nature to be carried out at certain predetermined intervals.
3.1.2. Duration and termination of the agreement
Unless a specific term is stated in the engagement letter, the agreement concerning a recurring assignment shall be deemed to have been entered into for an indefinite period.
Either party may terminate the agreement at any time, subject to the following conditions:
At the client’s discretion, if the client gives notice, this notice period may be replaced by a lump-sum termination indemnity equal to 50% of the fees corresponding to the services usually provided by Optilon for a full financial year or, where applicable, calendar year.
During the notice period, the provisions of the engagement letter and these general terms and conditions shall remain fully applicable.
A separate agreement may be concluded for services to be rendered after termination of the agreement but relating to the period during which the agreement was still in force.
3.2. Non-recurring assignments
3.2.1. Definition
Assignments that do not fall within the definition set out in point 3.1.1. shall be considered non-recurring assignments.
3.2.2. Duration and termination of the agreement
Unless proven otherwise, the agreement relating to a non-recurring assignment shall be deemed to have been concluded for a fixed term.
It shall end upon completion of the assignment and, where applicable considering the nature of the assignment, upon delivery of the agreed services.
Pursuant to Article 1794 of the Belgian Civil Code and, where applicable, by way of derogation from Article 2004 of the Belgian Civil Code, the client has the right to terminate the agreement prematurely provided that the client pays Optilon:
This compensation shall be calculated on an actual basis, with a minimum of 50% of the fees that would have been due in the event of full performance of the assignment.
3.3. Completion
After termination of the agreement, all books and documents belonging to the client shall be made available to the client or their authorised representative.
IV. IMMEDIATE TERMINATION FOR SPECIFIC REASON(S)
4.1. Optilon may terminate the agreement at any time, without notice period or compensation, if there are reasons making the continuation of the professional cooperation impossible, such as:
The reasons justifying the immediate termination of the agreement must be communicated to the client.
Depending on the circumstances, Optilon may precede its decision with a warning or formal notice to the client.
When terminating the agreement, Optilon shall inform the client of any urgent and necessary legal acts required to safeguard the client’s rights and for which Optilon had been instructed.
4.2. In the event of the client’s bankruptcy, the agreement shall automatically be terminated by operation of law.
4.3. The client may terminate the agreement at any time, without observing a notice period and without payment of compensation, if Optilon manifestly fails to fulfil its own obligations as described in these general terms and conditions (point 6.1.) and, where applicable, in the engagement letter.
In all cases, the client must precede their decision with a written notice of default addressed to Optilon.
V. SUSPENSION OF THE PERFORMANCE OF OBLIGATIONS
In the event of non-performance, incorrect performance, or late performance by the client of their obligations, for example in the event of non-payment of fees or advances in accordance with Article 7 below, Optilon shall be entitled to suspend or postpone the performance of its obligations until the client has fulfilled their obligations.
Optilon shall notify the client thereof in writing.
If, after the commencement of the suspension or postponement, urgent and necessary legal acts need to be carried out in order to safeguard the client’s rights and for which Optilon had been instructed, Optilon shall inform the client accordingly.
All costs and expenses arising from the suspension or postponement shall be borne by the client.
In all circumstances, Optilon shall remain entitled to payment of fees and costs relating to work already performed.
VI. RIGHTS AND OBLIGATIONS OF THE PARTIES
6.1. Rights and obligations of Optilon
Optilon shall carry out the assignments entrusted to it with due care, in full independence, and under an obligation of means.
Optilon shall ensure that the services provided comply with professional and ethical standards, taking into account the relevant legislation and regulations in force at the time of execution of the agreement.
Optilon cannot under any circumstances be held liable for the consequences of subsequent amendments, where applicable with retroactive effect, to these legal and regulatory provisions.
Nor shall Optilon be responsible for the consequences of any shortcomings, errors, or violations committed prior to its intervention.
The execution of the assignment is not specifically aimed at detecting possible fraud.
Unless otherwise agreed, Optilon is not obliged to verify the accuracy and completeness of the information provided by the client or the client’s representatives, nor the reliability of deeds, contracts, inventories, invoices, and supporting documents of any kind.
Optilon may be assisted by employees or experts of its choice.
6.2. Rights and obligations of the client
The client undertakes to:
6.3. Non-solicitation
The client and Optilon undertake, throughout the duration of the agreement and for 12 months thereafter, not to hire directly or indirectly any employee or independent collaborator of the other party without prior written consent.
Any breach shall give rise to a lump-sum compensation of EUR 25,000.00.
VII. FEES
7.1. Costs and fees
Costs and fees shall be determined in accordance with the applicable provisions and the engagement letter.
Costs and fees shall become payable as the work is performed.
7.2. Payment terms
Invoices are payable within 30 days.
Late payments shall give rise to:
7.3. Advances
Optilon may request one or more advances.
7.4. Disputes
Any disputes must be notified by registered mail within 15 days of the invoice date.
VIII. LIABILITY
Optilon’s liability is limited to the amount covered by the professional liability insurance. If the insurer does not provide coverage, liability shall be limited to one time the invoiced fee.
IX. APPLICABLE LAW AND DISPUTES
Belgian law shall apply.
All disputes shall fall under the jurisdiction of the courts of the district in which Optilon is established.
