GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES MESLI CONSULTING BELGIUM

1. Scope

These general terms and conditions (hereinafter the “Terms and Conditions”) apply to any contract for the provision
of services (hereinafter the “Contract”) entered into between the client (hereinafter the “Client”) and MESLI
Consulting Belgium (hereinafter the “Service Provider”).
No departure from these Terms and Conditions will be accepted unless it is confirmed in writing.
By accepting the Service Provider’s offer, the Client acknowledges (i) receipt of a copy of these Terms and Conditions,
(ii) acceptance of these Terms and Conditions and (iii) that these Terms and Conditions are the only ones applicable
between the Parties, to the exclusion of any other condition, reservation, restriction or clause imposed by the Client,
unless expressly accepted in writing by the Service Provider.

2. Service Delivery Arrangements

The Service Provider shall freely and independently define the arrangements for delivery of the services under the
Contract (hereinafter the “Services”), which shall not at any time be considered as subordinate work. The Service
Provider shall perform the Services as it sees fit, in accordance with the decisions taken by common agreement with
the Client, without having to justify its working methods.
The Client, for its part, shall refrain from exercising any authority or control that is reserved to the Service Provider as
an employer.

3. Prices/Payment

The Service Provider shall prepare a business proposal based on the information provided by the Client. The Service
Provider’s business proposals are valid for a period of one month.
Unless expressly stipulated otherwise in writing, the Service Provider’s offers are made without any commitment on
its part. The Service Provider shall only be bound when its offer is accepted in writing by the Client or when the Client
places an order confirmed in writing by the Service Provider.
Unless otherwise stated, all prices are in Euro and exclusive of VAT.
Unless otherwise stated, all invoices are payable in cash and without discount, in euro (€), by bank transfer to FORTIS
BANKING BE38 0018 5537 4772.
All invoices are payable within 30 days of the invoice date.
Any invoice-related claims must be notified in writing to the Service Provider within 15 days of receipt. Otherwise the
claim will not be accepted.

In the event of non-payment of an invoice by the due date, the Client shall, ipso jure and without prior notice, owe
late payment interest calculated at the rate of 12% as well as a lump sum compensation of 10% of the invoice amount.

4. Warranty and Limitation of Liability

The Service Provider’s liability shall in any case be limited to the Contract value and shall in no case extend to indirect
damage such as, but not limited to, loss of profit, loss of opportunity, loss of anticipated savings, and disruption in
scheduling.

5. Suspension of the Contract

The Client is entitled to suspend performance of the Contract in whole or in part by sending a registered letter to the
Service Provider, subject to 30 days’ notice prior to the desired suspension date.

6. Changes to the Contract

Any change to the Services requested by the Client during the term of the Contract shall be subject to the express
consent of the Service Provider, who may make such consent contingent upon an increase in the initially agreed price
of the Services.
The Service Provider shall examine any change request and/or extension of the agreed Services, and provide the Client,
within a reasonable time frame, with a cost estimate of the services and their impact on the agreed deadlines and
prices.
The change and/or the extension of the Services shall not take effect until a written agreement is signed by both
Parties.

7. Force Majeure

Neither Party shall be liable for the consequences of the occurrence of a force majeure event.
Force majeure is any unforeseeable and uncontrollable event, outside the control of the Parties, which renders
performance of the Contract impossible or unreasonably onerous with regard to the conditions initially agreed
between the Parties.
The Party invoking force majeure shall notify the other Party in writing as soon as possible.
Such notification shall include a short description of the force majeure and an estimate of the consequences of the
force majeure event.
In the event of force majeure, the obligations of the Parties shall be suspended for as long as the force majeure event
persists. The performance of the contractual obligations shall be resumed as soon as the force majeure event ceases
to exist. If the force majeure becomes permanent, the Contract shall automatically terminate.

8. Term and Termination for Convenience

The Contract is concluded for the term specified in the contract documents. At the end of the initial term, the Contract
shall be deemed to have been concluded for an indefinite term. Either party may then terminate the Contract at any
time by giving 30 days’ notice, during which performance of the Contract will continue as normal.
If no term is specified in the contract documents:
– in case the Contract covers the completion of a specified deliverable, the Contract is concluded for the time
necessary for the provision of the deliverable;
– in all other cases, the Contract shall be deemed to have been concluded for an indefinite term. Either Party
may then terminate the Contract at any time by giving 30 days’ notice, during which performance of the
Contract will continue as normal.

 

9. Termination for Non-Performance

Either Party shall be entitled, after formal notice in writing has gone unheeded for a period of 30 days, to terminate
the Contract with immediate effect and without authorization of the competent court.

10. Insolvency – Bankruptcy

If the Client becomes insolvent or is declared bankrupt during the performance of the Contract, the Contract shall be
terminated by operation of law and without any prior notice of default, without prejudice to the Service Provider’s
right to claim compensation for the damage thus incurred.

11. Intellectual Property Rights

The Service Provider shall retain all intellectual property rights relating to the Services it performs, including those that
occur in the context of the performance of the Contract. The Client shall refrain from reproducing, communicating or
otherwise exploiting products such as deliverables, working methods, advice, (model) contracts and other intellectual
products developed by the Service Provider, with or without the intervention of third parties.
The Client shall acquire ownership of the study results and documents for which it has paid the agreed fees to the
Service Provider.
The Client has the right to reproduce these documents for internal use within its own organization as long as this
complies with the objective of the assignment or project.
The Client authorizes the Service Provider to use the Client’s name and logo as reference for subsequent dissemination
among its customers and prospects.

12. Confidentiality

Unless provided or required by law or by any other (professional) rule, the Service Provider and the Client mutually
undertake not to disclose to third parties any confidential information they may obtain from each other in the context
of the performance of the Contract, throughout the term of the Contract and for a period of five years after
termination of the Contract for any reason.
Unless agreed in writing by the Party concerned, neither Party is authorized to use the confidential information
obtained from the other party for any purposes other than those for which it was obtained.

13. General

The invalidity or unenforceability of any clause of these Terms and Conditions shall not affect the validity or
enforceability of the other clauses.
Where appropriate, the Parties undertake to replace the invalid or unenforceable clause with a clause that most
closely approximates the economic purpose of the invalid or unenforceable clause.
The non-enforcement by the Service Provider, at any given time, of these Terms and Conditions shall not be construed
as a waiver of the subsequent enforcement thereof.
Any communication or notification between the Parties shall be validly made by registered letter, with
acknowledgement of receipt, to the registered office of the other Party.
The Client undertakes not to make direct or indirect offers of employment to or to engage, under any contract
whatsoever, any worker, employee or consultant of the Service Provider unless previously agreed by the Service
Provider in writing.
This provision shall apply upon conclusion of the Contract, throughout the term of the Contract and for a period of 12
months after the Contract has been terminated, whether by expiration of the term or otherwise.

If the Client fails to fulfil this obligation, it shall compensate the Service Provider by paying, by way of lump sum
compensation, a sum equivalent to twelve times the monthly gross wage of the poached worker. The compensation
shall be calculated with reference to the last salary paid by the Service Provider to the employee before termination
of the employment contract. If a consultant or any other employee is poached, the lump sum compensation shall be
equivalent to twelve months of services invoiced based on the hourly or daily rate of the full-time employed consultant
or employee.

14. Applicable Law and Jurisdiction

These Terms and Conditions shall be governed by Belgian law.
Any dispute whatsoever must first be the subject of an amicable settlement before it can be submitted to the Courts
and Tribunals.
Any dispute arising in connection with the formation, execution or interpretation of the Terms and Conditions and
with any agreements to which they apply, shall be the sole jurisdiction of the French-speaking courts of the Brussels
district.