GENERAL TERMS & CONDITIONS FOR CONSULTING SERVICES BY HOLON Share

In these general conditions, the word "HOLON" designates Holon BVBA, a limited liability company under Belgian law, with registered office at Vossestaart 1, 9881 Bellem and registered in the Register of legal entities of Ghent under number 0832.086.586. Any "acceptance", "confirmation" and similar action of HOLON as mentioned here below is only binding on HOLON provided that it has been issued in writing or email exchange by one or several persons authorized to act on HOLON's behalf.

1. Agreement for Consulting Services and Applicability of general terms & conditions

1.1 The services that Holon shall provide (the “Services”) to its customer (the “Customer”) are specified in an Agreement for Consulting Services. The Agreement for Consulting Services will usually take the form of a separate contract, but may also be an offer or proposal, which is accepted by both parties, either in writing or by email exchange. The Agreement for Consulting Services sets forth (i) the scope of the services to be provided by HOLON to the Customer, which may be amended from time to time (the “Assignment”), (ii) the timing and (iii) such other special conditions that shall apply to the Assignment. 
The general terms & conditions set forth herein shall be applicable to and supplement such Agreement for Consulting Services to the extent that the Agreement for Consulting Services does not expressly deviate from them.
1.2 These general terms & conditions shall apply to the exclusion of any general or specific conditions communicated at any time by the Customer, even if HOLON has not explicitly rejected such conditions. A derogation from the general conditions is only valid if accepted by HOLON's written and express consent in the Agreement for Consulting Services or otherwise. By entering into the Agreement for Consulting Services or otherwise expressly or silently accepting an offer from HOLON, the Customer accepts these general conditions and irrevocably agrees to be bound by them.

2. General principles governing the services provided by HOLON

2.1 The Customer remains responsible for the specification of the Services. HOLON shall render the Services either at the customer site or remotely, subject to mutual approval. HOLON shall deliver the Services through its managers, associates, personnel and subcontractors, as identified in the Agreement for Consulting Services (the ”Project Team”).  
2.2 HOLON can provide extra information for further clarification of the Assignment if needed or useful. This extra information shall be binding on both parties if HOLON provides the extra information and the Customer does not object by letter or email within 10 working days. 
2.3 HOLON is entitled, during the performance of the Services, to add any members to the Project Team subject to prior approval by the Customer (not to be unreasonably denied, conditioned or delayed) or to replace any member of the Project Team by another person with similar qualifications, subject to prior notification to the Customer. 

3. Acceptance of services rendered

3.1 Services as well as deliverables or milestones which are explicitly mentioned within an Agreement for Consulting Services, will be deemed accepted by the Customer, unless the Customer notifies HOLON of the reasons for non-acceptance by letter or email within one month following the delivery. 

4. Remuneration

4.1 All services shall be invoiced in accordance with the Agreement for Consulting Services. Transport and travel expenses will be charged to the Customer upon presentation of the relevant evidence. Other expenses incurred in the performance of the Services shall be charged as agreed with the Customer.  
4.2 All invoices shall be payable within 15 days after date of invoice. No cash discount will apply. Any sum due after the payment date shall, ipso jure and without notice, carry a delay interest of one (1) percent per month from the payment date of the invoice, each month having commenced being regarded as a full month. In case of total or partial non-payment of an invoice within 60 days following its due date, the Customer shall, ipso jure and without notice, owe an indemnity of ten (10) percent of the amount remaining due, with a minimum of EUR 2,500. 

5. Obligations of the Customer

5.1 The Customer shall provide a working environment in accordance with the applicable legislation. The Customer shall ensure optimal access to IT networks and required software.
5.2 The Customer shall provide the required degree of support and assistance when HOLON renders the Services. The Customer shall appoint a contact person to supply HOLON with all necessary information and who shall take decisions or obtain decisions from others in a timely manner.
5.3 Before using any software provided by HOLON, the Customer will perform the necessary testing and acceptance work for timely detection of any errors or defects.
5.4 The Customer (including any of its affiliated companies) shall not, directly or indirectly, recruit, hire or contract any member of the Project Team during the performance of the Services and for a period of one year thereafter. If the Customer breaches this prohibition, it will pay liquidated damages to HOLON in an amount equal to 60 mandays at the applied rate per day for the concerned member of the Project Team.

6. Schedule

6.1 Any time schedule shall be documented in the Agreement for Consulting Services. Such time schedule shall be indicative only and will not be binding upon HOLON.
6.2 If any delay would occur due to reasons that can be attributed to force majeure, actions or negligence by the Customer (including lack of cooperation vs what is expected as described in article 5), the time schedule shall be extended by the duration of the delay plus a reasonable time for handling the impact of the delay.
6.3 If the performance of the Services is delayed for an unreasonably long time and HOLON cannot satisfactorily respond despite two grace periods, the Customer will be entitled to terminate the Agreement for Consulting Services without any termination charges being due, it being understood that all Services delivered until the date of termination remain valid for invoicing. Reminder letters must be by letter or email, and each grace period must be at least 10 working days. 

7. Authority

7.1 Job planning and the day-to-day scheduling shall be carried out by HOLON, in consultation with the Customer.
7.2 All members of the Project Team remain at all times under the authority of HOLON and are not considered part of the Customer’s staff, even if such members provide Services at the Customer's premises.
7.3 HOLON is and remains an independent contractor. This agreement shall not, and is not intended to, constitute a contract of agency or employment. Parties agree to act in their own name and for their own account and acknowledge having no authority whatsoever to represent or act on behalf of the other party.

8. Copyright

8.1 In case of development of new or improved software, concepts or methods as part of the Assignment, copyright and other intellectual property rights shall remain exclusively with HOLON, even if they are the result of the co-operation with the Customer. The Customer obtains a licence to continue to use any new developed software after completion of the Assignment, unless otherwise mentioned within the Agreement for Consulting Services.

9. Confidentiality

9.1 HOLON shall respect the confidential nature of any information that it receives from the Customer or obtains in the performance of the Services, and will not disclose such information to anyone without the Customer’s consent, except (i) where HOLON is required to do so by applicable law, rules or a court order  or (ii) where HOLON does so in defense of its rights under the Agreement for Consulting Services. 
9.2 HOLON shall inform its employees, officers or agents who have access to such confidential information of their duty to observe the confidentiality and shall take all necessary measures in order to ensure that  said persons comply with this confidentiality obligation.

11. Limitation of liability and indemnification

11.1 The maximum liability of HOLON under the Agreement for Consulting Services will be limited to the amount of remuneration agreed for such Agreement for Consulting Services, with a maximum of €25,000, except in case of fraud (“bedrog”) committed by HOLON. HOLON shall in no event be liable to the Customer for loss of production, business interruption, loss of data or software, loss of reputation, loss of income, loss of profit, non-realized turnover, any increase of expenses and other general costs or other indirect or consequential losses, even if HOLON was informed about the risk of such losses or if such loss was or was deemed foreseeable. 
11.2 Holon shall not be liable for any damages caused by an error or negligence by the Customer when applying the guidelines of HOLON, nor for any damages caused by a failure of the Customer to comply with the guidelines of HOLON.
11.3 The Customer will indemnify and hold HOLON harmless from and against all costs, claims, demands, liabilities, expenses, damages or losses (including without limitation any direct or indirect consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) imposed on HOLON arising out of or in connection with (i) the Customer’s negligence, default or breach of third party rights and (ii) any actions or omissions by HOLON undertaken at the Customer’s request (express or implied) or based upon the Customer's guidelines, specifications or instructions.
11.4 All Services are delivered by the members of the Project Team on behalf and for the account of HOLON and HOLON assumes all liability incurred by the members of the Project Team. The Customer waives any rights it may have against any individual members of the Project Team in connection with the performance or non-performance of the Services. 

12. Third party rights

12.1 HOLON warrants that, to the best of its knowledge and belief, its Services and uses of software do not infringe upon any patent or copyright of any third party.
12.2 In the event that the use of software or the services performed would lead to an action based on the infringement of intellectual property rights, HOLON shall assume, at its own expense, the defense against such third party claims upon the condition that the Customer has informed HOLON immediately by letter or email of such claim. Subject to the general limitations of liability set forth herein, HOLON shall indemnify the Customer for any damages incurred upon the condition that the Customer has provided to HOLON full information and full assistance for the defense of such claims and to the extent that such claims have not been caused by the own conduct of the Customer.

13. Duration and termination

13.1 Each party has the right to terminate the Agreement for Consulting Services with a prior written notice of three months. 
13.2 Each party is entitled to terminate the Agreement for Consulting Services immediately by simple notice in case of (1) non-respect of the confidentiality and copyright provisions by the other party, (2) upon any other material default by the other party, provided such default was not cured in a timely matter following notification by letter or email, and (3) in case of bankruptcy, dissolution, liquidation or any similar procedure affecting the other party. Termination will not affect the obligations of articles 8 and 9.
13.3 In case the Customer terminates the Agreement for Consulting Services without good cause, HOLON shall be entitled to the full remuneration of the Services as planned for in the Agreement for Consulting Services for the remaining portion of the term, with a maximum of three months.

14. Applicable law and jurisdiction

14.1 The Agreement for Consulting Services and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Belgium. 
14.2 Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of Ghent over any claim or matter arising under or in connection with this Agreement for Consulting Services.