Preamble
These Partner Commercial Terms ("PCT") set out the financial, commercial and operational arrangements applicable to the relationship between Angevo BV ("Angevo") and any independent service provider registered as a partner ("the Partner").
They supplement the General Terms of Use for Partners ("Partner GTU") and together with them constitute the complete contractual framework governing the relationship between Angevo and the Partner. In the event of a contradiction between the two documents, these Commercial Terms prevail for any financial or commercial matter.
Registration and use of the Platform as a Partner imply full and unreserved acceptance of these Commercial Terms.
Article 1. Purpose of the Partner Commercial Terms
These Partner Commercial Terms govern in particular the principles of the Partner's remuneration, Angevo's commission, the payment arrangements, any withholdings, as well as the financial handling of certain particular situations relating to assignments.
Article 2. Angevo's commission on assignments
In return for access to the Platform, connection with customers, use of the Angevo tools, payment processing, operational support and, more generally, the services provided by Angevo to the Partner, Angevo receives a fixed commission of fifteen percent (15%) calculated on the amount excluding VAT of each assignment carried out and paid via the Platform.
Angevo collects the price paid by the customer, through the Platform's payment service provider, deducts its commission and pays the balance out to the Partner in accordance with these terms. This commission includes Angevo's bearing of the costs relating to the payment provider, in particular Stripe, as well as the operational and technical costs associated with the functioning of the service.
Summary — Angevo commission: 15% excl. VAT on each assignment carried out and paid. Stripe fees included in the commission. No additional payment fees charged to the Partner per assignment.
Article 3. Split of the €35 fixed fee in the event of customer no-show or access not provided
Where Angevo receives, in accordance with the conditions applicable to the customer, a fixed organisation and travel fee of thirty-five euros (€35 incl. VAT) due to the customer's absence, the lack of access where it was necessary, or any impossibility of intervention attributable to the customer, this fee is split between Angevo and the Partner according to the following key:
- twenty-five euros (€25) for the Partner;
- ten euros (€10) for Angevo.
This split is intended to take into account, on the one hand, the travel, the blocked time and the mobilisation of the Partner and, on the other hand, the management, support and organisation costs borne by Angevo.
Article 4. Assignment carried out, validation and payment
An assignment is considered carried out when the service has actually been performed by the Partner in accordance with the conditions provided and has been reported as completed via the Platform or in accordance with the arrangements communicated to the Partner.
The Partner's right to payment arises subject to the absence of a serious dispute, blocking report, suspected fraud or major anomaly affecting the assignment.
For the purposes of its financial handling, an assignment may be considered validated upon the expiry of the dispute-declaration period granted to the customer by the Customer General Terms of Use, namely, for an apparent defect or damage, seventy-two (72) hours following the performance of the service, unless a dispute, blocking report or major anomaly arises within that period. The payout of the corresponding amounts takes place after this validation, in accordance with Article 11 of the Partner GTU.
Complaints, refunds or chargebacks arising after this validation, in particular in respect of a non-apparent defect or damage, are handled by way of withholding, offsetting or adjustment, in accordance with Articles 7 and 8.
Article 5. Frequency and arrangements for payment to the Partner
The amounts owed to the Partner in respect of assignments that have become payable are paid according to the payment frequency put in place by Angevo. By default, Angevo may provide for a weekly payment of the amounts that have become due.
Where the Platform allows, the Partner may be offered various payment options from among those made available by Angevo, subject to technical possibilities, eligibility conditions, the rules of the payment provider and any operational or compliance constraint.
Any payment to the Partner takes place subject to the absence of any blocking, serious dispute, suspected fraud, major anomaly or any useful verification in progress.
Article 6. Payment method and Partner's bank details
Payments owed to the Partner are made by the payment or transfer method put in place by Angevo, in particular through the payment provider used by the Platform.
The Partner undertakes to provide and keep up to date accurate, valid and usable bank details. He remains responsible for the accuracy of the bank information provided. Angevo cannot be held liable for a delay, failure or impossibility of payment resulting from inaccurate, incomplete or outdated information provided by the Partner.
Article 7. Temporary withholdings, blocks or financial adjustments
Angevo reserves the right to temporarily suspend, block, defer or adjust all or part of the amounts normally owed to the Partner in the event of a serious dispute, blocking report, suspected fraud, major anomaly, payment not definitively acquired, refund request, chargeback, non-compliance with these terms or any useful verification in progress.
Where the situation justifies it, Angevo may make the withholdings, offsets or financial adjustments reasonably necessary in order to secure the handling of the file and to safeguard the legitimate interests of the parties.
Except in cases of impossibility, urgency or legal or regulatory prohibition, the Partner is informed within a reasonable time of the existence of a withholding, its main reason and, as far as possible, the steps in progress with a view to its resolution.
Article 8. Offsetting and deduction from future payments
Where an amount is owed by the Partner to Angevo, following in particular an adjustment, an error, a refund, an overpayment, a contractual penalty, fraud, a chargeback or any other event justifying a financial adjustment, Angevo may allocate all or part of this amount against the amounts subsequently owed to the Partner.
If the future amounts are insufficient, Angevo may request the Partner to directly repay the remaining balance due within a reasonable time. The amounts thus recovered are limited to those for which the Partner is legally responsible, in accordance with the Partner GTU.
Article 9. Effect of a cancellation or a customer refund on the Partner's remuneration
Where, in accordance with the conditions applicable to the customer, an assignment is cancelled, refunded, rescheduled, compensated or is the subject of a credit note, the Partner's remuneration is adjusted accordingly according to the situation actually handled.
No remuneration is owed to the Partner for an assignment not carried out, except by specific provision to the contrary or a particular case giving rise to a separate split, in particular regarding the fixed organisation and travel fee.
Where an assignment has been partially performed or a partial refund is granted to the customer, Angevo may make a proportionate adjustment to the Partner's remuneration, taking into account the elements of the file and the actual state of performance.
Article 10. Payment fees included in Angevo's commission
Unless expressly stated otherwise, the costs relating to the payment provider used by the Platform, in particular Stripe, are borne by Angevo within the framework of its own commission and are not the subject of a separate or additional charge to the Partner in respect of each assignment. Any significant change to this rule would be the subject of prior notice.
Article 11. Financial documents and self-billing
The financial relations between Angevo and the Partner may give rise to the issuance of statements, breakdowns, supporting documents, invoices, self-billing invoices or any equivalent document, including in structured electronic format where the applicable regulation requires it, according to the administrative, accounting and tax organisation adopted by Angevo and in accordance with the applicable law.
Where Angevo draws up invoices in the name and on behalf of the Partner (self-billing), the Partner consents to this under the conditions provided for by the applicable VAT regulation and retains the ability to contest, within a reasonable time, an invoice issued on his behalf. The Partner undertakes to report any inaccuracy.
The Partner accepts that the amounts due, commissions, adjustments, withholdings, offsets and fees applicable to the assignments are included in these documents or in the financial tools made available via the Platform or the partner area.
Article 12. VAT, taxes and the Partner's tax obligations
The Partner remains solely responsible for compliance with his tax, social security, accounting and reporting obligations relating to his activity, including regarding VAT, invoicing, taxes, contributions and any legal obligation applicable to his status.
The Partner guarantees that he holds, where applicable, a company number, a valid VAT number and any authorisation necessary for the lawful exercise of his activity.
Angevo may establish, present or communicate the amounts due, commissions, withholdings or breakdowns on an excluding-VAT, including-VAT or itemised basis, depending on the applicable administrative and tax organisation, without this transferring to Angevo the Partner's own obligations.
Article 13. Moment when Angevo's commission becomes acquired
Angevo's commission becomes acquired on an assignment when it is considered carried out and payable in accordance with these Commercial Terms, subject to the adjustments that may result from a cancellation, a refund, a credit note, a dispute, suspected fraud, a chargeback or any other situation justifying a financial adjustment.
Article 14. No guaranteed minimum remuneration and no guaranteed volume
The Partner's access to the Platform guarantees him no minimum volume of assignments, no minimum turnover, no set frequency of requests, nor any minimum remuneration. The Partner acknowledges that the assignments offered depend in particular on customer demand, the zone covered, availability, service quality, the allocation criteria applied by Angevo and the general functioning of the Platform.
Article 15. No commercial exclusivity
The Partner remains free to carry out his professional activity outside the Angevo Platform and to work with other customers, platforms, partners or commercial channels, subject to compliance with these terms. This freedom does not, however, entail any right to circumvent Angevo for the customers, assignments or opportunities obtained via the Platform.
Article 16. Financial consequences in the event of Partner no-show or late withdrawal
In the event of the Partner's unjustified absence from an accepted assignment, illegitimate late withdrawal, no-show, or any serious breach having the effect of disrupting the service, Angevo may apply the appropriate consequences, in particular regarding limitation of access to the Platform, reduction of future allocations, suspension, delisting, or financial adjustment where Angevo has had to bear costs, losses or compensation.
Where the circumstances justify it, Angevo may withhold, offset or claim from the Partner any amount corresponding to the costs reasonably borne, the refunds granted to the customer, the commercial gestures granted or any other cost directly related to the breach concerned.
Article 17. Financial handling of rescheduled, reassigned or partially performed assignments
Where an assignment is rescheduled, reassigned, partially performed or adapted during handling, the Partner's remuneration is determined according to the assignment actually carried out, the objectively observed elements, the validations made on the Platform and the applicable rules.
No remuneration is owed to the Partner for an assignment he has not carried out, except by specific provision to the contrary. In the event of partial performance or reassignment, Angevo may make an adjustment or a proportionate split of the amounts according to the actual state of performance.
Article 18. Order of priority between payment, withholdings, offsets and adjustments
The amounts owed to the Partner are calculated and paid after taking into account, where applicable, Angevo's commission, temporary withholdings, offsets, adjustments, regularisations, refunds, the split fixed fees, the costs attributable to the Partner or any other applicable financial correction.
In the event of multiple operations or adjustments in progress, Angevo may determine the order of allocation and handling of the amounts in a reasonable, consistent manner in accordance with these Commercial Terms.
Article 19. Prior amicable dispute resolution
In the event of a dispute between Angevo and the Partner relating to the interpretation, performance or termination of their commercial relationship, the parties undertake to seek an amicable solution as a priority before any legal action, except in cases of urgency, precautionary measure or mandatory provision to the contrary.
Except in cases of urgency or manifest impossibility, the parties agree to allow each other a period of thirty (30) days from the written notification of the dispute to attempt to reach an amicable solution. After this period without agreement, each party regains its freedom to bring legal proceedings.
Article 20. Modification of the Partner Commercial Terms
Angevo reserves the right to modify these Partner Commercial Terms at any time, in particular to take account of the evolution of the Platform, of the services offered, of the payment arrangements, of technical, commercial, operational, accounting, tax or regulatory requirements.
In the event of a substantial modification, the Partner is informed with a minimum notice of fifteen (15) days before the entry into force of the new terms, unless a faster modification is required for legal, regulatory, security or compliance reasons. A Partner who does not accept the new terms may cease using the Platform and close his account before their entry into force.
Article 21. Applicable law and competent jurisdiction
These Partner Commercial Terms are governed by Belgian law. Any dispute relating to their interpretation, validity, performance or to any financial, commercial or operational relationship between Angevo and the Partner falls within the jurisdiction of the Belgian courts, unless a mandatory rule to the contrary applies.
