General Conditions MONEYOAK SA (Belgium)

All offers, quotes, orders and agreements relating to the provision of Services by MoneyOak SA, a company incorporated under Belgian law, with registered office at Avenue Louise 523 – 1050 Brussels (Belgium), registered in the Crossroads Bank for Enterprises under the number 0763.340.51, TVA number BE0763.340.51 (hereinafter referred to as “MoneyOak”) are governed by the present general conditions (“Conditions”).

The contact details of MoneyOak are:

• E-mail: hello@moneyoak.be
• Telephone: +32 2 318 67 13

By ordering and/or using the Services of MoneyOak, and except if otherwise agreed in writing, you (“the Client”) agree to be bound by the Conditions.

The Conditions may be supplemented by Special Conditions for specific Services. In this case, the order of precedence shall be the following: (i) the Order (ii) the Special Conditions et (iii) the Conditions.

The general conditions and/or other conditions of the Client do not apply, even if they stipulate that they shall be solely applicable

MoneyOak and the Client are individually referred to as the “Party” and collectively as the “Parties”.

1. Definitions

• In the context of the Conditions, the following words shall have the following meaning:
  • “Agreement” means the Conditions, the Special Conditions (if applicable) and the Order.
  • “Special Conditions” means specific conditions applicable to one or more specific Services.
  • “Client” means the client to which MoneyOak shall provide the Services, as identified in the Order.
  • “Confidential Information” means all information disclosed by either Party to the other Party in the context of the provision of Services that is marked “confidential” or should reasonably be considered as confidential by the receiving Party due to its nature and/or the manner of disclosure. Confidential Information shall not include:
• information publicly available through no fault of the receiving Party;
• information legally obtained by the receiving Party and in its possession prior to the date of disclosure or afterwards, free from confidentiality constraints;
• information independently developed by the receiving Party without any use of Confidential Information.
  • “Intellectual Property Rights” means, without being limited thereto, all present and future patents, design rights (registered and unregistered), trademarks (registered and unregistered), copyrights, database rights and all applications for any of such rights together with any similar rights of whatever nature existing throughout the world.
  • “Force Majeure” means unforeseeable circumstances beyond the reasonable control of a Party which result in that Party being unable to observe or perform (on time) any of its obligations.
  • “Order” means the order that describes the Services that the Client has ordered.
  • “Services” means the services to be provided by MoneyOak to the Client and described in the Order.

2. Provision of services

• MoneyOak shall perform any assignment to the best of its abilities. Unless otherwise expressly stated in the Agreement, the obligations of MoneyOak are obligations of means.
• Unless otherwise expressly stated in the Agreement, the estimated date on which a Service will be delivered has an informative value and is therefore not binding.
• The Client shall promptly provide all useful information and materials to MoneyOak in relation to the Services, if necessary at the request of MoneyOak.

3. Price and payment

• MoneyOak will invoice the Services in accordance with invoicing schedule set out in the Order. In the absence thereof, the Services will be invoiced in advance.
• Unless expressly stated otherwise, all prices issued by MoneyOak are in euros, VAT and other potential taxes and charges excluded.
• All fees and other charges payable by the Client hereunder shall be paid within ten (10) days after the invoice date.
• In the event of late payment by the Client, MoneyOak is entitled, by right and without notice, to the payment of an interest in accordance with the Act of 2 August 2002 combatting late payments in commercial transactions.
• Any claim relating to an invoice must be sent to MoneyOak within seven (7) calendar days of the receipt of the invoice. After this period, no claim will be taken into account.
• In the event of non-payment of an invoice, MoneyOak reserves the right to suspend the performance of the Services by simple written notice to the Client.

4. TERMINATION

• Unless otherwise specified in the Agreement, each Party may terminate the Agreement with a prior written notice of three (3) months to the other Party.
• Articles 3,5,6,7,8,11 and 13 shall survive the end of the Agreement.

5. Intellectual property

• MoneyOak remains at all times the owner of all Intellectual Property Rights and other rights in all materials used to render the Services (including, where applicable, the source code), unless explicitly otherwise agreed in writing.
• If MoneyOak delivers material belonging to a third party to the Client, the Client will have a user right in accordance with the third-party license applicable to that material.

6. Confidentiality

• The Parties undertake to treat confidentially all Confidential Information of the other Party and not to disclose it to third parties, except to the extent necessary for the provision of the Services or to the extent required by applicable legislation. In this case, the receiving Party shall notify the disclosing Party, to the extent it is permitted to do so, as soon as reasonably possible. The disclosure shall be limited to the largest extent possible.
• MoneyOak is authorized to use the Client as a reference (including the right to use the Client’s name and logo and mention its field of activity).

7. DATA PROTECTION

• Where the performance of the Agreement implies the processing of personal data, the Parties shall comply with applicable data protection legislation.
• If MoneyOak processes personal data on behalf of the Client in the context of the provision of the Services, the Parties shall conclude a separate data processing agreement which complies with the GDPR.
• When MoneyOak processes personal data for its own purposes, it shall process such personal data in accordance with its privacy statement.

8. Liability

• To the largest extent permitted by applicable law, the total liability of MoneyOak shall be limited, per calendar year, to the amount of the service fees paid by the Client to MoneyOak.
• MoneyOak shall not be liable for indirect or consecutive damages such as, but not limited to, loss of revenue, loss of profit, loss of goodwill, loss of opportunity or loss or corruption of data.
• No limitation of liability shall apply in case of fraud or wilful misconduct.
• The Client is solely liable for the accuracy of the information provided to MoneyOak in relation to the Services.

9. Force Majeure

• Neither Party shall be liable for damages caused by non-performance or delay in performance of its obligations in case of Force Majeure.
• A Party suffering a Force Majeure event shall promptly inform the other Party as soon as reasonably possible in writing about the Force Majeure event, describing in detail the Force Majeure event and its foreseen consequences. The Parties shall discuss in good faith which measures can be implemented to mitigate the consequences of any Force Majeure.

10. Insurance

• MoneyOak has subscribed a professional liability insurance covering its obligations arising from the Agreement.

11. ANTI-MONEY LAUNDERING and cross-border arrangements

• MoneyOak is required to comply with applicable legislation relating to the prevention of money laundering and terrorist financing. The Client undertakes to provide MoneyOak with all the requested information necessary to comply with this obligation.
• MoneyOak may be required to report to the competent authorities certain cross-border constructions in accordance with the applicable legislation arising from the transposition of Council Directive (EU) 2018/822 of 25 May 2018 as regards mandatory automatic exchange of information in the field of taxation in relation to reportable cross-border arrangements.

12. Miscellaneous

• The validity of the Conditions is not affected by the nullity of one or more of their clauses. The Parties undertake to replace the invalid clause with a valid clause that is as close as possible to the economic intent of the invalid clause.
• The non-assertion of a right or the non-application of a sanction by one of the Parties does not constitute a waiver of its rights.
• Titles are purely informative and may not be used for interpretation.
• All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient communicated to the other Party in advance. All notices to be given to MoneyOak are to be sent to the above mentioned address.
• MoneyOak may designate sub-contractors for the performance of the Services without prior authorization from the Client, provided however that MoneyOak remains fully liable for the performance of the Services by these sub-contractors.
• The Client is not entitled to assign the Agreement or any part of its rights or obligations without the written consent of MoneyOak. MoneyOak may transfer its rights and obligations without the Client’s prior consent.
• Nothing in these Conditions shall be interpreted as creating a partnership between the Parties.

13. Applicable law and competent jurisdiction

• The Conditions are governed by Belgian law.
• The Parties shall strive to settle amicably any dispute arising out of or in connection with these Conditions. Any dispute that has not been settled amicably in accordance with the foregoing shall be submitted to the exclusive jurisdiction of the courts of Brussels (Belgium).

The present Conditions are applicable as from 26 February 2024.