GENERAL TERMS AND CONDITIONS OF SERVICE OF MONEYOAK SA (“Provider”)

1. INTRODUCTION
   Contracts for the provision of services are governed by the general terms and conditions detailed below. Unless the contract expressly states otherwise, these terms and conditions shall always apply, to the exclusion of the Customer’s general or special terms and conditions. Verbal commitments made by our delegates are only binding upon us after written and duly signed confirmation by the Service Provider.
2. DEADLINES
   The duration of the project and the Service Provider’s involvement with the Customer are specified in the contract proposal or quotation. Deadlines are given as an indication only. The agreement is therefore concluded for the duration of the assignment.
3. TERMS AND CONDITIONS OF THE INTERVENTION
   It is the Customer’s responsibility to provide the information, software and hardware required to carry out its mission. The Customer undertakes to make available to the Service Provider, as soon as possible, all relevant information relating to the Services and the Savings achieved, and undertakes to ensure that all information communicated is adequate, truthful and complete. If the Customer does not inform the Service Provider of the Savings achieved, the Service Provider may consider that the Savings have been achieved thanks to the Services provided. If this is the case, the Customer is obliged to pay the contractually agreed Remuneration.

   In the event of non-payment of an invoice, MONEYOAK SA reserves the right to suspend performance of the Services or terminate the contract by simple written notification to the Customer.

   In the event of a dispute over one or more invoice items, only those items in dispute are suspended, and the remaining items are payable by the customer.

4. LIABILITY
   Any liability of the Service Provider shall be assessed on the basis of its obligation of means. To the fullest extent permitted by applicable law, the Service Provider’s total liability is limited to the amount of its professional liability insurance or, if the insurer refuses for any reason to cover the liability, to the amount of the remuneration paid by the Customer for the assignment in respect of which its liability is at issue. Neither party shall be liable for indirect or consequential damages, such as (but not limited to) loss of income, loss of opportunity, loss of goodwill and claims of third parties. The Customer is solely responsible for the accuracy and completeness of information provided to the Service Provider in connection with the Services. No limitation of liability shall apply in the event of fraud, wilful misconduct, death or personal injury resulting from the negligence of either Party. The limitation of liability set forth in this Article shall also apply where the Service Provider acts as a subcontractor within the meaning of the GDPR.  
5. INTELLECTUAL PROPERTY
   All tools and/or editorial creations are made available to the Customer on the basis of a right of use. The Customer is prohibited from copying or making public the tools or documents obtained from the Service Provider or from authorizing third parties to copy or make them public, directly or indirectly, from transferring them to third parties, from making them available or from reselling them. The provision of tools and documents by the Service Provider to the Customer does not result in the transfer of an intellectual right.
6. CONFIDENTIALITY
   At the Customer’s request, a confidentiality agreement can be signed between the parties. Otherwise, all information exchanged from the first meeting is covered by confidentiality.

   The Parties are prohibited from disclosing, distributing or sharing with third parties any confidential information belonging to or relating to the Service Provider and/or the Customer, including in particular the Service Provider’s recommendations, without the Service Provider’s prior consent. This obligation applies both during the term of this Framework Agreement and after its termination.

   In particular, the Service Provider undertakes to take special precautionary and protective measures to protect the data it obtains from the Customer as part of the Services. The period of protection is limited to five years from the date of communication.

7. EXCLUSIVITY
   In order to avoid any ambiguity as to the origin of an Economy, the Customer declares that the Services will not be performed at the same time by other service providers, or internally by its own departments. In this respect, an Economy is deemed to be the consequence of the Service Provider’s intervention, with the exception of those explicitly excluded in the SOW. In the event of non-compliance with this clause, the Remuneration stipulated in the contract will be automatically due to the Service Provider.
8. REFERENCES
   The Service Provider may use the Customer’s name in promoting its activity, unless otherwise agreed in writing.
9. PARTIAL INVALIDITY
   If one or more stipulations of the contract for the provision of services or of the general terms and conditions are held to be invalid or declared as such by a final decision of a competent court, the other stipulations shall remain in full force and effect.
10. INTEGRALITY OF THE CONTRACT
    The fact that one of the parties does not avail itself of a clause does not constitute a waiver for the future of the application of the said clause.
11. TERMINATION
    In the event that the Customer becomes aware of serious misconduct on the part of the Service Provider in the performance of the Mission, the Customer shall notify the Service Provider within 15 days of becoming aware of the serious misconduct, so that the Service Provider may remedy the situation. If no action has been taken by the Service Provider to remedy the serious fault within 30 days of notification thereof, the Customer may request termination of the Agreement. If the 15-day notice period is exceeded, all claims against the Service Provider will become statute-barred. Such termination shall not preclude the Service Provider from claiming damages for loss of profit resulting from the early termination of the
12. SCHEDULING
    The dates and deadlines indicated in the contract proposal may change according to technical constraints, elements, new procedures or requests necessary to achieve the objectives. They are only indicative unless expressly stipulated.
13. ASSIGNMENT
    Neither party shall have the right to transfer or assign to a third party, in whole or in part, its rights and/or obligations arising from the service agreement, without the prior written consent of the other party. Without prejudice to any limitation on the assignment of obligations arising from the service contract, and unless expressly provided otherwise, the provisions shall be binding on the parties to the service contract and their respective successors and assigns.
14. MODIFICATION OF CONTRACTS
    Contracts for the provision of services can only be modified or supplemented by an addendum signed by all parties.
15. LAW AND ATTRIBUTION OF JURISDICTION
    The service contract is subject to Belgian law. The French company court of Brussels (tribunal de l’entreprise francophone de Bruxelles) shall have exclusive jurisdiction to settle any disputes relating to the contract and each party hereby irrevocably submits to the French company court of Brussels. Any legal action arising from the Service Provider’s failure to perform its obligations shall be time-barred 12 months after either the date of performance of the services or, at the latest, 6 months after the sending of a registered letter of formal notice.In the event of a conflict between the General Terms and Conditions and an agreement concluded with MoneyOak, the Statement of Work shall prevail over the Master Service Agreement, and the Master Service Agreement shall prevail over the General Terms and Conditions.
16. DOMICILIATION
    The Service Provider shall establish its domicile at Avenue Louise 523, 1050 Brussels. The Customer shall establish its domicile at the address communicated to the Service Provider. All communications shall be validly made to the postal and electronic addresses communicated by the parties to the contract.
17. ANTI-MONEY LAUNDERING
    The Service Provider is obliged to comply with regulations concerning the prevention of the use of the financial system for the purposes of money laundering and the financing of terrorism. The Customer is therefore requested to provide all the relevant information.
18. CORRUPTION
    Each Party undertakes, during the term of the Contract, to take cognizance of any legislation applicable to it in the context of this Contract with regard to the prevention of and fight against corruption, and to take, accordingly, the necessary steps to comply with said legislation.
19. CROSS-BORDER CONSTRUCTIONS.
    Upon the entry into force of the Belgian law transposing Council Directive (EU) 2018/822 of May 25, 2018 as regards the mandatory automatic exchange of information in the field of taxation, the Provider may be required to report cross-border structures, set up or advised on or after June 25, 2018, with certain essential characteristics to the Belgian tax authorities by July 1, 2020 at the latest. If the law will not oblige the Provider to report the cross-border construction to the Belgian tax authorities, the obligation will in principle be due to the Principal.
20. PROCESSING OF PERSONAL DATA
    Where the performance of the contract involves the processing of personal data, the parties shall comply with the applicable data protection legislation.

    If the Service Provider processes personal data on behalf of the Customer in connection with the provision of the Services, the parties will execute a subcontract in accordance with the GDPR.

    Where the Service Provider processes personal data for its own purposes, it will process such personal data in accordance with its privacy policy.