General Terms and Conditions of Annapurna Operations BV

Only General Terms and Conditions

The acceptance of these General Terms and Conditions implies that the Client fully renounces the applicability of his own general terms and conditions.

Preference

Notwithstanding any specific terms and conditions that are agreed upon in a separate agreement, these General Terms and Conditions apply to every offer, proposition to or agreement with the Client. In case of contradictions or inconsistencies between these General Terms and Conditions and any separate written agreement, the stipulations of the written agreement will prevail.

Payment for services

Services rendered by Annapurna Operations BV are paid for on a cost-plus basis, unless otherwise agreed. This means that all time spent by Annapurna Operations BV in connection with any agreement shall be invoiced on a time-spent basis increased by all costs and expenses incurred. A day consists of minimum 7 working hours.

Expenses

The day fees are exclusive of training materials expenses, travel, accommodation and meal expenses and exclusive of VAT, unless stated otherwise. All expenses of Annapurna Operations BV consultants incurred in connection with any agreement are entirely for “the Client’s” account and are invoiced to “the Client” at actual cost.

Terms of payment

Services & products supplied by Annapurna Operations BV are invoiced monthly. Payments by “the Client” shall be made within 30 days of the invoice date. Any amounts owed by "the Client" under this Agreement that are not paid when due shall be subject to a fine of 10% (ten per cent) and shall bear interest, from the time the payment was due until the time paid, at a rate of 12% per annum compounded annually, without prior notice.

Changes in the planning

If at the request of the client the planning agreed upon between Annapurna Operations BV and the Client is changed, whereby this change leads to the annulment of certain days / services that were planned to be executed in the 10 working days following the day on which the change is requested, the within before mentioned period of 10 working days planned and annulled days / services will be fully invoiced to the client.

Notice period

Both parties may terminate the agreement by registered mail with immediate effect at any time, without stating reasons, with the exception of activities that are already scheduled. A notice period of 10 working days applies to the aforementioned scheduled activities. Any activity scheduled within these 10 days will be invoiced @ 100% irrespective of whether the activity has taken place or not. The notice period will commence from the date of a written notice.

Force majeure

If due to force majeure the scheduled work cannot be executed, “the Client” will not be liable for compensation to the consultant.  If due to force majeure Annapurna Operations cannot execute the scheduled work, Annapurna Operations will not be liable for any compensation to “the Client”.

Risk of strike

If due to strike the scheduled work cannot be executed by Annapurna Operations BV,, “the Client” will compensate Annapurna Operations for the work scheduled for the next 10 working days as of the day of the strike by 50% of the invoice able amount (day fees) and 100% of all costs and expenses that cannot be annulled.

Confidentiality of data

All information that is provided by the Client to Annapurna Operations BV or vice versa, or of which parties gain knowledge while providing the services, including the information contained in this and other agreements between parties (the Information), will be treated by parties in confidence and will not be divulged to third parties, unless agreed to in writing, either before, during or after completion of the services. Breach of this obligation will lead to full indemnification of the damages with a minimum of € 2.500, notwithstanding the right of the parties to obtain full compensation in court.

The information may be divulged to the directors, agents, employees and other intermediaries of the parties, only insofar as it relates to the project(s) and/or activities referred to in these Agreements. In so doing, the divulging party guarantees the confidentiality of the Information provided and shall indemnify the other party for any damage resulting from a breach of confidentiality, as clarified in the paragraph above.

Copies of Information can only be made after obtaining the written permission of Annapurna Operations BV.

Non solicitation obligation

Parties agree that they will not during the completion of the services by Annapurna Operations BV nor for a period of 12 months immediately following this completion, whether on its own behalf or in conjunction with or on behalf of any person, company, business entity or other organization directly or indirectly induce , solicit or entice any person who is an employee, consultant or director of the company to leave the company if that person is an employee, consultant or director on the date of the completion of the services.  Parties agree that a breach of this clause will lead to full indemnification of the damages with a minimum of € 20.000, notwithstanding the right of the parties to obtain full compensation in court.

Copyright

All trade names, trademarks, domain names copyrights, trade secrets and all other intellectual property rights relating to the materials and products delivered by Annapurna Operations BV shall remain at all times the exclusive property of Annapurna Operations BV. Documents prepared by the Client, with the support of Annapurna Operations BV, belong to the Client.

As a result of paying the agreed fees for the subject project the Client has the unlimited right to use the information, materials and results gained in the project at any of its business units. This information, materials and results may however not be used by third parties without the prior written consent of Annapurna Operations BV.

Project support

A program manager will manage the project. In principle, the program manager will be the Clients' contact person for the duration of the project. The consultants and trainers deployed may vary depending on the subject matter and the phase of the project. Annapurna Operations BV will give the Client the opportunity to become acquainted with (new) consultants and trainers in advance.

Protection of above rights

In the event that the Client fails to comply with the above, Annapurna Operations BV reserves the right to undertake the necessary measures to secure its rights, including the right to specific performance or equitable relief by way of injunction in the event of breach or threatened breach, if this breach has not been remedied by the client within 10 days after written notification of said breach. This period of 10 days during which the client can remedy the breach, will not have to be granted by Annapurna Operations BV if it can reasonably be accepted that a remedy is no longer possible. After this delay of ten days, Annapurna Operations will also have the possibility to terminate the agreement with immediate effect without adhering to any further notice period, without prejudice to its rights to claim all damages resulting from this breach, if necessary in court, from the client.

Liability

Annapurna Operations BV will perform the assignment to its best ability. Annapurna Operations BV solely accepts liability if this is caused by severe negligence from or grave damage by Annapurna Operations BV. Annapurna Operations' BV liability is limited to the amount that has been invoiced to the Client for the current assignment.

Applicable law

All agreements with and/or Agreements by Annapurna Operations BV shall be governed by the laws of Belgium. Any conflict resulting from any agreement with and/or Agreement by Annapurna Operations BV will be presented to a Brussels court.

Upon signature from the Client, this proposal constitutes a binding agreement between the Client and Annapurna Operations BV, with regard to all elements that are part of this proposal and of its attached annexes. Upon agreement, the Client will send one signed original copy of this proposal and its annexes, duly paragraphed on each page and signed on the signature page, to Annapurna Operations BV. The Client will attach proof of competence of the natural person that signed and paragraphed the documents on behalf of the Client.

Understood
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