DAY 2 - Legal, contractual and social issues
9h – 9h15: Introduction and ice breaking
9h15 – 12h15: Module III - Contract and legal considerations
Faculty: Benjamin Docquir (Simont Braun)
Good service contracts are the basis to the success of outsourcing projects. They not only help anticipate issues and conflicts but also protect the company and guarantee the continuity of its operations.
To answer all the “What if…?” questions and lay the foundations of a steady cooperation, the module will elaborate on:
- Making the Deal (Negotiations, Methodology, Contract Structure, Exclusivity, Non Competition)
- Services Description and Performance Obligations (Scope of Services, « Best Efforts » Clauses )
- Financial Terms (Calculation Methods, Adjustment Clauses and Legal Constraints, Invoicing and Payment , Benchmarking and « Most Favoured » Clause )
- Quality Assurance, SLA’s and Indicators (Service Levels, Measurement and Reporting; Credits, Incentives and Adjustments, Sanctions)
- Intellectual Property & Know How (Ownership of Intellectual Property Rights, Transfer of No Transfer, Third Party Software / Intellectual Property, New Developments & Competition Law Issues)
- Business Continuity (Duration and Termination Clauses, Exit, Transition, Adaptation Clauses, Contract Assignment )
- Audit and Governance (Benchmarking, Audit, Governance & Escalation)
- Warranties, Remedies and Risk Allocation (Compliance & Regulatory Issues, Representations, Warranties, Assumptions, Liability Limits)
- Dispute Resolution (Applicable Law, Jurisdiction, Arbitration and other ADR methods)
12h15 – 13h15: Lunch
13h15 – 14h15: Company Testimonial – BOpartner
Louis Guelette, CEO of BOpartner, will share with us his extensive experience of outsourcing focusing more particularly on the following topics:
- Choosing the right outsourcing model
- Outsourcing for SMEs: opportunities – threats – strengths - weaknesses
- What SMEs can learn from big players: the case of IBM.
- Contractual aspects: the case of a Belgian mid-size company
14h15 – 17h15: Module IV - Social and labor considerations
Faculty: Henri-François Lenaerts (Claeys&Engels)
When considering an outsourcing project, labor law can be a real minefield if not dealt with properly. Sanctions could be devastating, not only for the project but also for the company as a whole.
Besides juridical issues, social acceptance within the company can also create resistance, especially if syndicates are involved.
To address those important issues the module will cover the following elements:
- Introduction
- Outsourcing and transfer
- Outsourcing and supply of staff
- Offshoring and general consequences
- The concept of transfer of undertaking
- The transfer
- The transfer of undertaking and part of undertaking
- Case study
- Collective consequences of the transfer: the fate of social organs
- The Works Council and the Committee for Prevention and Protection at Work
- The trade union delegation
- The fate of the members of these organs and their protection
- Other collective consequences of the transfer
- The possible change of joint committee
- The fate of the collective bargaining agreements
- The fate of the working rules
- Individual consequences of the transfer: the transfer of the employment contracts
- Automatic transfer of contracts ; take over of seniority
- Possibilities of exemption
- The prohibition of dismissal
- Other individual consequences: the maintenance of work conditions
- The workplace, the function and the work schedule
- The salary and the benefits
- The fate of the different supplementary insurances
- The prior procedures of information and consultation
- Who inform?
- Content of the information?
- Contours of the consultation
- Specific questions
- The negotiation between parties: content and moment
- The harmonization of working conditions
- The liability regime
- Outsourcing and supply of staff
- The prohibition in principle
- The penalties linked to the supply of staff
- How to avoid the "unlawful' supply of staff
- Offshoring and consequences
- The applicable legislation
- The collective consequences
- The individual consequences
17h15 – 17h30: Conclusions and wrap up