1. Interpretations
1.1	Definitions
Unless the context requires otherwise, in this document, the following terms and expressions shall have the following meanings:
“Agreement” means this Agreement and all its appendices and Schedules;
“Assignment(s)” means the services and works supplied by The Collective;
“Acceptance” means the confirmation by Client that the completed Assignment(s) meet the requirements set in advance and that, therefore, the Assignment has been completed in a satisfactory manner.
“Delivery” means the delivery or transfer of software and/or hardware to Client, should this be included as part of the Assignment.
“Services” means the tasks and work performed by The Collective as part of the Assignment(s);
“Effective Date” means the date the Client signed this Agreement;
“Force Majeure” means any occurrence which is outside the reasonable control of one of the Parties and which affects the implementation of its commitments under the Agreement, such as natural disasters, fire, flooding, lightning, insurgency, actions, or negligence on the part of the government, actions by employees, software and service faults not owned or under the control of a Party, and the unavailability of telecommunication communications or servers of third parties.
1.2	Interpretation
1.2.1 Any reference in this Agreement to a clause is, subject to any contrary indication, a reference to a clause of the Agreement, and a person means any natural or legal person, firm, company, corporation, government, state, agency or organ of a state, association, trust or partnership (whether or not having separate legal personality).
1.2.2 Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
1.2.3 The headings do not govern or affect the interpretation of this Agreement.
1.2.4 If any provision in a definition confers rights, or imposes obligations on any Party, effect is given to it as a substantive provision of this Agreement.
1.2.5 Unless the context indicates otherwise an expression which denotes any gender includes both the others; reference to a natural person includes a legal person; the singular includes the plural, and the plural includes the singular.
1.2.6 The words “including”, “like”, and “in particular” are without limitation.
1.2.7 Any reference to a document or instrument includes the document or instrument as ceded, delegated, novated, altered, supplemented or replaced from time to time.
2.	Scope
2.1 This Agreement governs the relationship between both Parties in respect of the services delivered by The Collective to Client.
2.2 Only this Agreement shall apply to each form of services or goods delivered by The Collective to Client. Client hereby acknowledges and accepts that any other terms and conditions, such as their own, shall not apply. 
2.3 Any terms or conditions that deviate from the ones set forth in this document must have been agreed to, in writing, and be duly signed by one of the legal representatives of The Collective. Such deviations only replace the clauses, terms, or conditions they deviate from. Other clauses, terms, or conditions remain in effect as-is.
3.	Subject
3.1 The services delivered by The Collective to Client may include advisory and consulting services in the field of Information and Communication Technology (ICT), delivery of hard- and software, creation and/or delivery of bespoke software solutions.
3.2 Client agrees that the precise object of services to be performed and any adaptation or extension thereof can be recorded freely, such as in an e-mail, and can be evidenced, inter alia, from correspondence, from the (even tacit) acceptance of services, or the payment of invoices. 
3.3 Unless the nature of the Assignment shows, beyond any possible doubt, that it concerns an obligation of results, or unless this has explicitly been agreed to by both Parties in writing, all services shall be executed in time and means.
4.	Independence of the Parties
4.1 The Collective shall carry out the Assignment completely freely and independently in accordance with its own insights and abilities. The Collective chooses the way in which, and the operating resources with which, it will complete the assignment.  
4.2 There is no hierarchical relationship between Client and The Collective or any other relationship than that specified in this Agreement. Neither party is authorized to enter into agreements on behalf of the other unless it has received prior written and specific authorization from the other Party for that purpose.  
4.3 Neither Party nor any employee, agent, officer, or independent contractor of or retained by either Party shall be considered an agent, employee or co-joint venturer of the other Party for any purpose or entitled to any of the benefits that the other Party provides for any of the other Party's employees.
5.	Duration
5.1 These Terms and Conditions enters into force as soon as Client has signed it (the "Effective Date")
5.2 The Agreement remains valid unless terminated by a Party, giving the other party prior notice thereof. The notice must be given in writing, which can also be via e-mail, and for which proof of receipt will be required. 
5.3 Notwithstanding the foregoing, this Agreement may be terminated at any time in accordance with Article 18 hereunder.
6.	Rights and Duties
6.1 The Collective takes the necessary measures to perpetuate the continuity of the works in so far as possible. If it is not possible to avoid using a replacement, the work shall be done by a person with the same qualifications. If The Collective believes that a replacement is justified, it shall be entitled to take the necessary initiative for that purpose.
6.2 Unless expressly agreed upon otherwise, the Services shall be executed remotely.
6.3 Client acknowledges that it shall fully cooperate to allow The Collective to observe its obligations. In particular and where applicable, but not limited to, Client shall:
(i)	provide the necessary space, materials, and access to the necessary IT systems, servers, and data storage;
(ii)	ensure the necessary licenses and solutions are available for The Collective to perform its services in a correct and secure manner;
(iii)	provide access to (critical) systems in scope of the delivered services;
(iv)	answer questions for more information in a timely manner;
(v)	provide all the necessary documentation which is needed for the completion of the Assignment(s);
(vi)	ensure that its staff are available to carry out the tasks assigned to them during the agreed periods;
6.4 Client, to the best of its abilities, ensures that all information which it hands over to The Collective during the Assignment is complete and correct and also ensures that the use of this information does not constitute an infringement of the rights of third parties. The Collective shall not be held responsible for any negative impact to the delivered Services, the quality thereof, nor for the infringement of the rights of third parties, directly or indirectly, resulting from the failure of Client to adhere to the aforementioned obligations. Client, to that extent, indemnifies The Collective of any claims by third parties with regards to infringement of their rights due to the information delivered by Client.
7.	Microsoft Partner attribution
7.1 To maintain its relationship with Microsoft as well as to improve its Services, The Collective may require attribution of the Works and Services performed for Client. For this attribution, The Collective may have to submit a Claim to Microsoft. This Claim notifies Microsoft of the Works and Services The Collective is providing to Client. These claims warrant no obligations for Client. 
To this extent, Client agrees to acknowledge the Claim by any means necessary and accepting the following Claims and/or performing the below activities:
(i)	as ‘Digital Partner of Record’;
(ii)	as ‘Claiming Partner of Record’;
(iii)	accepting the registration of the Partner ID in Microsoft Azure
7.2 Client shall maintain the registration for the whole duration of the Services and for a period of one year after the completion of Services. This applies both for products and services of Microsoft deployed in the implementation, management, and operations of the Service(s) delivered by The Collective.
8.	Price
8.1 For services furnished by The Collective to Client in time and material, and unless otherwise specified and agreed to in writing, the following rates apply. These rates are valid for one year from Effective Date.
Function	Base Daily Rate (ex. VAT)
Jr. Consultant	725,00 EUR
Consultant	825,00 EUR
Sr. Consultant	925,00 EUR
Architect	1.000,00 EUR
Project Manager	825,00 EUR
8.2 Unless otherwise agreed to in writing, Client agrees to pay for reasonable out-of-pocket costs and expenses required and actually incurred in the performance of Services hereunder, provided that The Collective has:
(i)	Obtained Client’s prior written approval; and
(ii)	Detailed such costs and expenses in a form acceptable to Client and approved them in accordance with The Collective’s own internal expense policy; and
(iii)	Submitted supporting documentation satisfactory to Client.
8.3 Notwithstanding the foregoing, Client shall be solely liable for payment of all fees, licenses, bonds, taxes, levies, duties, or other expenses required or imposed against Client or The Collective as cost of doing business or by governmental authority as they pertain to the Services furnished by The Collective to Client.
8.4 The Collective reserves the right to make any corrections to its prices quoted due to clerical errors or errors of omissions.
8.5 The Collective also reserves the right to update its pricing in consideration or a variety of economic factors such as, but not limited to, costs of labor, costs of materials though no sooner than the first anniversary of the Effective Date, and giving Client at least fourteen (14) days prior written notices, which can also be via email. Both parties shall, in good faith, attempt to agree upon a reasonable price increase. In the event agreement cannot be reached the Agreement shall terminate.
9.	Terms and Conditions of Payment
9.1 The Collective shall submit invoices on a monthly basis for Services furnished during the preceding month, unless otherwise agreed upon in writing. 
9.2 All amounts are due and payable in EURO, unless otherwise agreed to by both Parties.
9.3 Payments shall be performed solely by (international) wire transfer to The Collective’s bank account hereunder, within thirty (30) days of receipt of invoice. Client shall be solely liable for all costs associated with the transfer and user the “OUR” SWIFT instruction code with said wire transfers.
(i)	International Bank Account Number (IBAN): BE76 7360 6097 7395
(ii)	SWIFT CODE: KREDBEBB
9.4 If the invoice is not paid within a term of 30 days following the invoice date, a lump-sum compensation of 10% and late-payment interest of 8% shall be due from the expiry date of the invoice on all unpaid amounts automatically and without the need for notice of default.
10.	Confidentiality
To safeguard the confidentiality of information shared between both Parties, both Parties shall enter into a separate Non-Disclosure Agreement (NDA) as needed.
 
11.	Intellectual Property
Client gains a personal and non-transferable right of use, for an unspecified duration and under the terms and conditions specified in this Agreement, of the presentations, presented techniques and know-how, methods, models, scripts, hunting queries, analytics rules, dashboards, and any other information or material created and delivered by The Collective.
12.	Privacy
In case The Collective shall process personal data on behalf of Client, both Parties confirm to conclude a separate Data Processing Agreement;
13.	Publicity
13.1 Subject to obtaining Client's prior written consent, The Collective may disclose the existence of this Agreement for public reference purposes provided that: 
(i)	it has obtained Client's prior consent thereto, and 
(ii)	Client has approved the use of its name, or any public reference in advance.
13.2 Client’s consent shall not be unreasonable withheld or delayed. In case Client does not provide consent within a period of fourteen (14) days following written request by The Collective, Client automatically agrees to the request.
13.3 No prior consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide the other Party with prior notice of such public statement.
14.	Poaching of Staff
14.1 Both Parties agree, except with the prior written consent of the other Party, not to actively solicit nor employ any the other Party’s staff or subcontractors with which the other Party works together, not to have any services carried out beyond the subject of this agreement, or to make any approach with a view to recruiting staff. This provision applies for the duration of the Agreement and for a period of six months after the termination of the Agreement.
14.2 Following any infringement of Article 14.1, the infringing Party shall be served with notice of default. The notice is followed by a remediation period of fourteen (14) working days during which both Parties may attempt to come to a mutual agreement with regards to a fair compensation for the infringed Party. Upon failure to reach such an agreement within the aforementioned remediation period, the infringed Party shall be entitled to a minimum lump-sum compensation of 50.000,00 EUR, without prejudice to the right to claim further compensation in the case of greater losses and without prejudice to any other remedy provided by law.
15.	Liability
15.1 Except in cases of fraud, willful negligence, or gross negligence, for damages that cannot be limited under applicable law, the contractual or extra-contractual liability of a Party for any direct damages occurring during a Contract Year is limited to 250.000 EUR. For the purpose hereof, a Contract Year is any twelve (12) month period commencing as of the Effective Data and any anniversary thereof.
15.2 At no point, however, The Collective is or can be held responsible or liable for the consequences nor the occurrence or attempted occurrence of activities such as, but not limited to, hacking attempts, breaches of computer systems, cybersecurity incidents such as ransomware attacks, data theft, data loss, etc., provided that such incident is not a result from The Collective’s failure to correctly perform the Services hereunder.
15.3 Services are provided as-is, without providing any guarantees.
15.4 Except in the case of fraud or gross negligence, the contractual or extra-contractual liability of The Collective with respect to Client is limited at all times to the sum which is covered by the liability insurance for the ICT sector which has been concluded by The Collective, even in the case of professional misconduct.  
16.	Force Majeure
16.1 A Party cannot be held responsible for non-execution or delay in the implementation of its duties if and for as long as the implementation thereof is rendered impossible by Force Majeure (circumstances beyond one’s control).
16.2 The Party which wants to claim force majeure must inform the other Party immediately of the nature of the force majeure and the resulting delay in the works and make all reasonable efforts to put an end to the force majeure.
16.3 If one of the Parties faces a Force Majeure situation for a period of over two (2) months, the Agreement can be terminated.
17.	Transfer of Rights and Duties
17.1 Neither of the Parties may transfer to a third party the rights or duties which arise for it out of the Agreement without the prior written consent of the other Party.  
 
18.	Termination 
18.1 Either Party is entitled to dissolve the Agreement at any time, with immediate effect and without providing justification.
18.2 Upon dissolution of the Agreement, any and all outstanding fees related to services already provided will be charged in arrears. The fees then become immediately due, for which the Terms and Conditions of Payment set forth in this Agreement continue to apply.
18.3 Notwithstanding the foregoing, termination of this Agreement, shall not preclude either Party from seeking relief or claiming damages or compensation it may be entitled to upon such termination, failure reaching a mutual agreement prior.
19.	Notices 
Any notice, disclosure or other communications required to be given under this Agreement shall be sent to the address, or electronic address(es) of the Party as stated above or any other address as a Party may have notified in writing to the other Party. 
20.	General Terms and Conditions
20.1 If a clause of this Agreement is found to be null and void or unenforceable by a law court or authorized administration, this does not mean that the other clauses of the Agreement are null and void or unenforceable. 
20.2 The Parties agree to do everything within their power to replace the stipulations which are null and void or unenforceable with legitimate and enforceable arrangements which to the greatest possible extent yield the same result as what they wanted to achieve with the clauses which were null and void or unenforceable. The obligations under the stipulations which are null and void or unenforceable are suspended pending such a replacement. 
20.3 This Agreement constitutes the whole agreement between the Parties and supersedes all previous agreements between the Parties relating to its subject matter. To the extent permitted by law, each Party agrees and acknowledges that its only rights and remedies in relation to any representation, warranty or undertaking made or given in connection with this Agreement shall be for breach of the terms of this Agreement, to the exclusion of all other rights and remedies (including those in tort or arising under statute).
20.4 Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement, it being understood that nothing in this Clause shall limit or exclude any liability for fraud.
21.	Good faith
Before either Party initiates a lawsuit or other legal proceeding against the other Party relating to this Agreement, the Parties agree to work in good faith to resolve all disputes and claims arising out of or relating to this Agreement, the Parties' performance under it or a breach of this Agreement. Either Party may request, after informal discussions have failed to resolve a dispute or claim, that each Party designate an officer (or other management employee with authority to bind the Party) to meet in good faith and attempt to resolve the dispute or claim. 
During their discussions, each Party will honor the other's reasonable requests for information relating to the dispute or claim. This paragraph will not apply if 
(i)	the expiration of the statute of limitations for a cause of action is imminent, or
(ii)	injunctive or other equitable relief is necessary to mitigate damages.
22.	Governing law and Jurisdiction 
22.1 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by Belgian law. 
22.2 The Parties irrevocably agree that the courts of Ghent, Belgium shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter. 

This Agreement consists of 10 pages plus its Annexes, if any. This Agreement may be signed manually or electronically via an electronic signature platform (e.g., DocuSign or Adobe eSign) recognised in the EU as a trusted Service Provider in accordance with Regulation 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC. 
The Client acknowledges and confirms the validity of this Agreement, without need for The Collective to provide a countersigned version thereof.