Terms and Conditions of Service Performance

Our Relationship with You

1. We will perform the Services with due diligence, in accordance with the applicable professional standards.

2. We will deliver the Services as an independent contractor and not as your employee, agent, associate or member of any other association. Nor we, nor you have the right, power or authority to hire the other, unless otherwise agreed.

3. We can outsource part of the Services. However, we will be solely responsible to you for Reports (as defined in item 10), for Service performance, and for our other obligations arising from this Contract.

4. We assume no management liability relating to the Services. We will not be responsible for the use or the implementation of the results of the Services.

Your Obligations

5. You will appoint a qualified person to supervise the Services. You are responsible for all management decisions relating to the Services, the use or implementation of the results of the Services, as well as for assessing their adequacy for your needs.

6. You will provide us without delay with (or will ensure that a third-party will provide us with) information, resources and assistance (including access to documents, systems, premises and contacts) that we will rightly solicit to carry out the Services.

7. To the best of your knowledge, all the information that we will receive from you or in your name (‘Client Information’) will be correct and full in all aspects. The transmission of Information from the Client to us will not violate any copyright policy or other right belonging to third-parties.

8. We build on the Client Information which is made available to us, and we will not be required to evaluate nor verify it, unless otherwise agreed,

9. You will be responsible for ensuring that your staff complies with your obligations in accordance with this Contract.

Our Reports

10. Any information, any opinion, recommendation or other content in any report, presentation or other communication that we provide in accordance with this Contract (‘Reports’), other than the Client Information, are for your own internal use only (in accordance with the aim of these Services).

11. You may not disclose a Report (or part or a summary of a Report) to a third-party, including your affiliated companies, nor can you make reference to our Services, except:

  1. to your lawyers (subject to the present restrictions of dissemination), who can examine only in as much as they relate to the Services.
  2. within the limits and to the extent necessary to satisfy a legal requirement (that you will immediately inform us of, if permitted), with our prior written consent, to other people (including your group’s companies), who can only use the Report in accordance with our consent.

If you are authorised to disclose a Report (or part of it), you may not alter it, nor may you change or modify it in regard to the format that we provided.

An affiliated company designates (as part of the present Contract) an entity or an individual who controls, is controlled by, or is under the same control as the first entity; ‘control’ should be understood as the ability to lead the entity’s policy and operations, whether by contract, acquisition of stake or any other manner.

12. You may add all summaries, calculations or tables based of Client Information contained in a Report to documents that you intend to use, except for our recommendations, conclusions or observations. You take full responsibility for the content of these documents and may not refer to outside sources, regarding these documents to ourselves

13. You may not rely on any draft Report. We are not required to update a final Report for circumstances that we are not aware of, or that take place, until after the Report has been handed in.

Limitations

14. We cannot be held responsible towards you (or towards any other Service recipient), on a contractual or extra-contractual basis, for any loss of profit, nor for any consequential damage relating to an action resulting from the present Contract or Services, whether the possibility of such harm or damage was considered or not.

15. If we are responsible towards you (or towards any other Service recipient), in applying the present Contract or through the Services, for harm or damage that other people have contributed to, our liability towards you will be individual, and with no sense of solidarity, and will be limited to our reasonable share of total harm or damage, on the basis of our involvement in the harm or damage in comparison with the involvement of others. No exclusion or limitation of liability of other liable persons, imposed or convened at any time, will affect the estimation of our proportional liability in accordance with this Contract, and no transaction, nor any difficulty in implementing an action, nor the death, dissolution or insolvency of any of the liable persons, nor the fact that these persons cease being liable for harm or damage, will affect such an estimation.

16. You must submit any action relating to the Services or other questions in accordance with the present Contract within 6 months at the latest from the day that you became aware or could have reasonably known of the incident that caused the action.

17. The limitations of items 14,15 and 16 will not be applicable to losses or damages consequential to our or wilful misconduct. Likewise, these limitations will not be applicable if they are prohibited by law or professional applicable regulations.

18. You may not make a complaint, nor take legal action regarding the Services or other questions in accordance with the present Contract against GLARECO, its subcontractors, members, shareholders, board members, leaders, associates, directors or employees. You must only make complaints or take legal action against us.

Compensation

19. To the greatest extent possible authorised by the law and the applicable professional regulations, you will compensate us, for any third-party request (including your affiliated companies and professional advisers) as well as debts, losses, damages, fees and disbursements (including reasonable internal en external legal fees) resulting therefrom, that would result from the use of any Report that you may have disclosed or that may have been disclosed by your intermediary or on your request by a third-party. You will have no obligation in accordance with this provision if we have specifically authorised in writing the fact that a third-party is drawing on the Report.

Rights and Intellectual Property

20. As part of the Service performance, we can use data, software, creations, work, tools, models, systems and other methodologies and know-how (collectively ‘Elements’) that belong to us. Notwithstanding the handover of Reports, we retain all the intellectual property rights on Elements (including all improvements or knowledge, developed during the course of the Service performance (excluding integrated Client Information).

21. Following the payment of the Services, you can use, in accordance with the terms of the present Contract, all Elements included in the Reports, as well as the Reports themselves).

Confidentiality

22. Unless otherwise stipulated in the present Contract, none of us may disclose the content of this Contract to third-parties or any other information provided by the other Party or in its name and must be reasonably considered as confidential and/or as a trademark. However, as long as no stricter regulation or professional obligation is applicable, any of us may disclose such information to the extent that it:

  1. is or has become public in another manner than through a violation of this Contract;
  2. is subsequently received by the recipient of a third-party that, to the recipient’s knowledge, is not a holder, regarding this information, of any confidentiality obligation towards the person who disclosed it;
  3. was already known by the recipient at the time of disclosure, or was independently created by that person thereafter
  4. was disclosed to the extent necessary in order for the recipient to assert his or her rights in accordance with this Contract; or
  5. must be disclosed in accordance with the law, by a legal procedure or professional applicable regulations, wherever necessary if the recipient is acting of his or her behalf in a disciplinary procedure, criminal or civil for which the information or documents may be relevant.

23. Each of us may use electronic means of communication to correspond or transmit information and such a use will not itself constitute a violation of a confidentiality obligation in accordance with this Contract.

24. Unless forbidden by applicable law, we can disclose Client Information to third-parties who carry out services on our behalf, who can gather, use, transfer, keep or process it in any manner (hereinafter referred to collectively as ‘Process’) in the different countries in which they are active, to facilitate Service performance, to meet the regulatory obligations, to check for conflicts, for quality needs, for risk or accounting management (hereinafter referred to collectively as the ‘Processing Objectives’). We are liable to you for maintaining confidentiality of Client Information. We will keep a file, containing copies of the relevant documents, that we will own.

Fees and Expenses in General

25. You will settle our specific fees and expenses incurred for the Services in accordance with what is stated in the Introduction Letter and the applicable Description of Services. You will also have to reimburse us all other reasonable fees incurred whilst carrying out the Services. Our fees are stated excluding taxes or similar charges, as well as excluding customs duty, customs tariffs and customs taxes which are applicable to the Services. You must settle the entirety of these charges (except for taxes on our profits in general). Unless otherwise specified in the Description of Services, payment is due thirty (30) day after the invoice date.

26. We can invoice additional fees if events beyond our control (including your actions or shortcomings) impact our ability to carry out Services as initially planned or if you ask us to carry out additional work.

27. Our fees are increased by 150% for Services provided during public holidays and weekends.

28. If we must, in accordance with a legal procedure or governmental action, produce information or send staff to testify to these Services or this Contract, you will have to reimburse us for the time spent and expenses incurred (including reasonable external and internal legal fees) used to respond to the request, unless we are parties in the procedure or are under investigation.

Force Majeure

29. None of us will be responsible for any shortcomings under this Contract (other than the payment obligations) that are caused by circumstances beyond your or our reasonable control.

Duration and Termination

30. This Contract applies to all the Services regardless of the date when they are performed (including before the Contract date)

31. This Contract will end upon completion of the Services.

Each of us may terminate the Contract, or any other specific Service, at the earliest 30 days after written notice has been sent to the other Party. In addition, we can terminate this Contract, or any other specific Service, if we reasonably esteem that we can no longer pursue the Services in accordance with applicable law or professional obligations.

32. You will have to pay us for all work in progress, Services already carried out, and expenses incurred up to and including the effective date of the Contract termination.

33. As long as no stricter regulation or professional rules are applicable, our respective confidentiality obligations in accordance with this Contract shall survive for a duration of one year after the termination of this Contract. The other terms of the present Contract that give one of us rights or impose obligations beyond the termination of the Contract, will continue indefinitely after the termination.

Applicable Law and Dispute Resolution

34. This Contract, and any other element or extra-contractual obligation resulting from this Contract or Services, are governed by and interpreted in accordance with Belgian law.

35. Unless otherwise specified in the Introduction Letter of the Description of Services, any disagreement or any action resulting from or relating to the Services covered by this Agreement or provided to the Client in accordance with the Agreement or at the request of the Client, will first be submitted to voluntary mediation, and if this mediation was not conclusive in the 60 days following a request from the more diligent party, the disagreement will be subject to the exclusive competence of commercial courts of Eupen.

Various

36. This Contract constitutes the entire agreement regarding the Services and other questions that it covers, and it replaces all previous contracts, agreements and statements related to the present ones, including all confidentiality agreements provided beforehand.

37. Each of us may sign this Contract (including any Description of Services) and its modifications, electronically, and each of us can sign a different copy of the same document. Any modification of this Contract or of any Description of Services should be agreed in writing.

38. Each of us guarantees that the person signing, on his or her behalf, this Contract or any Description of Services is expressly authorised to sign it and hire each of us according to the terms and conditions of the Contract. You state that your affiliated companies, as well as any person to who Services have been provided, will be bound by the provisions of the present Contract.

39. You accept that we may, subject to professional obligations, operate with other clients, including your competitors.

40. Apart from our right to be paid our fees, none of us may surrender any of the rights, obligations or actions arising from this Contract.

41. If any provision of the present Contract (in full or in part) should be determined to be illegal, invalid or otherwise unenforceable, the other provisions will remain in full force.

42. In the event of inconsistencies between different clauses of this Contract, these parties will prevail in the following order (except for different express agreement);

  1. the Introduction Letter,
  2. the applicable Description of Services and its annexes,
  3. the present Terms and Conditions, and
  4. the other annexes in this Contract.

43. None of us may use or refer to the name, logos or brands of the other without prior written consent, although we can use your name publicly to identify you as one of our clients.