General terms and conditions governing propositions and contracts of PNO Consultants
Zaventem, 1 juni 2019 | Nederlands: https://dpo.pno.group/pnotcvl
1 These conditions are the only conditions that apply, to the exclusion of all others, to all offers made by PNO Consultants NV (hereinafter referred to as PNO), as well as to all agreements concluded with PNO. These conditions replace all earlier arrangements and agreements. By accepting an offer of PNO or by concluding an agreement with PNO, the customer acknowledges that it is familiar with these conditions and accepts them in full.
2 The Customer and PNO shall supply each other in due time with all information necessary for the proper performance and implementation of the service.
3 The Customer is responsible for the correctness and completeness of all the information that is relevant to the planning and implementation of the assignment.
4 All information, proposals or offers provided by PNO, in whatever form, are entirely without obligation and do not constitute an offer to contract. Only the express acceptance by PNO of the agreement to an offer of PNO by the customer given to PNO in writing leads to the occurrence of an agreement.
5 PNO undertakes to make the necessary efforts to observe the deadlines stipulated in the offer or agreement. The parties acknowledge that this undertaking on the part of PNO is purely an obligation to perform irrespective of the results.
6 PNO is entitled to request down payments on the price for the services to be provided.
7 Complaints regarding the non-compliant performance of the agreement must be made to PNO by registered letter within a period of 7 working days of the time that the customer knew, or could have known, of the non-compliance. Complaints that are not made by registered letter, or are made after expiry of this period, are deemed void and non-existent. Complaints regarding the invoices of PNO must be made to PNO by registered letter within a period of 7 working days of the invoice date. Complaints that are not made by registered letter, or are made after expiry of this period, are deemed void and non-existent. The invoices of PNO that are not protested, or not protested in the stipulated way, are irrefutably deemed to have been definitively accepted by the customer.
8 The Customer declares that for the project for which it instructs PNO to take care of a subsidy application, no other application for government support is ongoing and that no other support has been pledged or received.
9 The Customer shall only supply information to third parties after consultation has taken place with PNO regarding this matter. This concerns, among other things, initiating any appeal proceedings, involving additional parties in the implementation of an assignment.
10 The Customer shall apply exclusively through PNO for contributions with respect to its activities and to activities of joint ventures of which it forms a part. If subsidies are secured in any other manner, the Customer shall nevertheless pay PNO an indemnity calculated in the manner set out in the “Financial Provisions” section of this agreement.
11 PNO shall treat all information obtained from The Customer in relation to this assignment as confidential information and treat it with the corresponding confidentiality. PNO shall keep this information strictly confidential and shall not in any way reproduce it, publish it or disclose it to third parties outside PNO without the prior express written permission of The Customer.
PNO undertakes not to use the Information for a purpose other than the performance of the assignment. PNO declares its agreement not to derive or attempt to derive any benefit of a commercial nature from this information. The confidentiality obligation contained in the present obligation does not apply:
- if the Information has been publicly distributed without any intervention, fault or negligence on the part of PNO;
- if the release of the Information is imposed by the law or by a decision of a court or a government institution authorised to this end. In this latter case, when PNO receives such a request, it shall, immediately and prior to the release, inform The Customer of this request so that this last-mentioned can take the necessary measures and restrict what has to be released to that which is strictly necessary.
Likewise the principal, The Customer, shall not make any disclosures to third parties about the offer and method of PNO, without the written permission of PNO. This confidentiality obligation continues to apply after the termination of the agreement. PNO is allowed to name the Customer as an organisation for which PNO performs services.
12 The Customer and PNO confer beforehand whenever trips need to be made abroad. The resulting expenses shall be charged separately to the Customer after approval by the Customer and PNO.
13 If PNO has done work for (the preparation of) an application and one or several of the following circumstances should arise, the Customer shall pay PNO all the expenses that have been incurred, including the labour costs calculated at the hourly rates of 150 €.
The foregoing applies if:
- after signing the contract, the Customers legal or financial status changes, with such consequence that the Customer does no longer comply with the admissibility criteria of the grant provider;
- the prepared application is not filed, or not filed in time, or filed incorrectly by the Customer or due to the negligence of third parties acting on the Customer’s instructions;
- an application that has already been filed but not yet adjudicated is withdrawn;
- the project, or one of the projects, is not pursued in the manner described in the application being prepared or in the application already filed but not yet adjudicated;
- the Customer and the subsidiser fail to agree on the conditions which the Customer must fulfill with respect to an application already filed and not yet adjudicated, so that no award or disbursement can take place;
- the prepared application is not submitted by the Customer within a period of 6 months after signature of the assignment;
- the Customer decides to stop the contract. In such a case, all hours worked up to and including 7 calendar days after the postmark of the letter of notification are charged.
14 The term of payment for PNO invoices is 30 days. If the Customer fails to pay an invoice within that time, it is liable for late payment interest at the legal rate, chargeable per month on the amount of the invoice, with a minimum of 50 €. All PNO invoices are paid by transfer to the account numbers stated on its invoices for this purpose.
15 If the Customer still fails to pay after receiving written notice, PNO is entitled to increase the amount due with extrajudicial collection charges set at least at 10% of the amount due. If the loss actually suffered by PNO is higher, PNO shall be entitled to recover this actual loss from the Customer.
16 The base payments in the agreement are linked to the retail prices index (currently the health index). Every year on the anniversary of the date of coming into effect of the agreement, these amounts shall be adjusted according to the following formula:
Base payment x New index / Initial index
- Base payment = the amounts stated in the article “Financial Provisions”
- New index = the index of the month preceding the month in which the amount is adjusted
- Initial index = the index of the month preceding the month in which the agreement came into effect.
17 All amounts mentioned and referred to are exclusive of VAT and other taxes and duties imposed by the authorities.
18 Neither party is entitled to transfer any rights and / or obligations under the present agreement to a third party without the express prior consent of the other party.
19 If any provision or obligation in this agreement is unenforceable or incompatible with a mandatory legislative provision, this unenforceability or invalidity shall not affect the enforceability and validity of other provisions of this agreement or of that part of the provision in question which is not unenforceable or incompatible with mandatory law. The parties shall replace the incompatible provisions with other provisions which are not incompatible and are most closely in keeping with the effect of the original provisions.
20 If circumstances should arise in the future which are not or no longer entirely provided for by the present agreement, or if any clauses therein should transpire to be void or be nullified, the Customer and PNO shall confer with each other to find a solution which is as much as possible in keeping with the nature, duration and purpose of this agreement.
21 Except in the event of willful misconduct on the part of PNO, any liability on the part of PNO that arises by, during or further to the occurrence or performance of the agreement, irrespective of its nature (contractual or extra-contractual liability, strict liability or tortuous liability, etc.), is always limited to a maximum of the total of the amounts paid, excluding VAT, to PNO by the customer in execution of the agreement concerned.
22 All agreements between PNO and the customer are governed exclusively by Belgian law.
Last check by DPO, June 10th, 2020