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GENERAL TERMS AND CONDITIONS

1. VALIDITY & OPPOSABILITY

The present general conditions shall apply to all offers issued by PROFIRST, as well as to all services rendered or goods provided by PROFIRST (such services and goods being designated hereinafter regardless as « Services »), unless there is a written agreement to the contrary. The client shall be deemed to have noted the present general conditions, and to have accepted all the clauses therein. Acceptance of conditions derogating from the above may only result from a written agreement between the client and PROFIRST.

2. OFFERS AND ESTIMATES

All work by PROFIRST shall generally be subject to an estimate. Documents produced, including offers, estimates, feasibility studies, plans, pictures, drawings, deadlines, etc., shall only be so produced for information and shall be subject to revision, in particular in the event of a rise in wages, payroll charges, prices of PROFIRST’s suppliers, or in the event of modification(s) of the initial project.

3. ORDER

The signature by the client of a letter of intent or assignment order shall imply its unreserved commitment to entrust the performance of the services envisaged to PROFIRST, and the agreement to compensate it for all costs incurred.

Services shall only be rendered after formal approval by the client. Such approval shall be witnessed by the client’s signature on a letter of intent or an assignment order, to which shall be attached the latest budgetary estimate, which shall furthermore give rise to the issue by PROFIRST of an interim invoice. Any change to the project or any cancellation of all or part of the project, not justified by a serious failure by PROFIRST, shall exclusively incur the client’s liability, who shall bear all costs relating thereto, upon reception of receipts justifying the expenses.

4. PROJECT MANAGEMENT

PROFIRST shall confirm in writing or by e-mail to the client all meetings, briefings, directives and agreements of value in the proper performance of the assignment. Unless the client comments in writing within five working days of their being sent, these reports shall be considered to have been approved by the client. Throughout the duration of its assignment, PROFIRST shall consider all information received from the client to be strictly confidential.

5. FORCE MAJEURE

If, because of an act of God of a temporary or permanent nature, Services have to be deferred or cancelled, all costs incurred by PROFIRST, including staff expenditure, shall be reimbursable in their entirety. In addition, PROFIRST shall in no way be responsible for damages. In cases to the contrary, PROFIRST shall try to recover from the suppliers concerned the majority of costs possibly not yet incurred.

6. LIABILITY

The client shall assume the full and entire legal liability for the event in the framework of which the Services have been rendered, PROFIRST assuming vis-à-vis third parties only the quality of the client’s agent. PROFIRST, in the framework of the Services, shall assume an obligation as to means. It shall only be bound by its gross negligence, fraud or intentional fault. It shall in no way be responsible for indirect losses, such as loss of income, damage to reputation, loss or damage to third parties, etc.

7. INVOICING AND PAYMENT

The agency’s invoices shall be payable net cash. In the event of non-payment of an invoice by its due date, we reserve the right to suspend any service. In addition, non-payment by the due date shall, automatically and with no prior warning, lead to the debit of interest accrued on overdue payments at the rate of 1% per month, on any unpaid amount, up to the date of payment. In addition, in the event of a delay in payment, the client shall automatically be liable, as fixed damages, for an amount equal to ten percent (10%) of the sum remaining due, with a minimum of fifty (50) Euros per invoice, without prejudice to lawyers’ fees and other indemnity possibly due in the event of legal proceedings.

8. CLAIMS

In order to be valid, any claim must be made in writing in the eight days following knowledge of the fact giving rise thereto, and at the latest in the eight days following the occurrence of an event.

9. APPLICABLE LAW

All our offers, assignments and activities come under the scope of Belgian law. All disputes come under the exclusive jurisdiction of the Brussels courts and tribunals and if the amount so justifies it, of the Justice of the Peace of the 4th canton of Brussels.