Website Design & Development Service

Annex C

General Terms and Conditions

This Managed Service Agreement (the “Agreement”) states the terms and conditions that govern the contractual agreement between Deedy Technologies having its principal place of business at Avenue Emile Van Becelaere 15, Suite 17, 1170 Watermael-Boitsfort Belgium (“Deedy”, “Deedy Firms”, “Deedy Persons”, “we”, “us”, “our”), and you (the “Client”, “you”) who agrees to be bound by this Agreement.

WHEREAS, Deedy offers Managed Services in the fields of Information and Communications Technology, Sales and Marketing, and Management Consulting; and

WHEREAS, the Client desires to retain the services of Deedy to render the Services as defined by Annex B according to the terms and conditions herein.

NOW, THEREFORE, In consideration of the mutual covenants and promises made by the parties hereto, Deedy and the Client (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:

1. Our Relationship with You
   1. Deedy shall provide you our expertise in our Service Offering (defined in Annex B) using reasonable skill and care.
   2. We are a member of Deedy S.R.L. (“Deedy Firms”), each of which is a separate legal entity.
   3. Deedy will provide the Services to you as an independent contractor and not as your employee, agent, partner or joint venture. Neither you nor we have any right, power or authority to bind the other.
   4. Deedy may subcontract portions of the Services to other Deedy Firms, as well as to other Service Providers, who may deal with you directly. Nevertheless, we alone will be responsible to you for the Reports (as defined in Section 8), the performance of the Services, and our other obligations under this Agreement.
   5. Deedy will not assume any management responsibilities in connection with the Services. Deedy will not be responsible for the use or implementation of the output of the Services.
2. Your Responsibilities
   1. You shall assign a qualified person to oversee the Services. You are responsible for all management decisions relating to the Services, the use or implementation of the output of the Services and for determining whether the Services are appropriate for your purposes.
   2. You shall provide (or cause others to provide) to us, promptly, any materials, information, resources and assistance (including but not limited to access to records, systems, premises and people) that Deedy reasonably requires to perform the Services provided under this Agreement.
   3. Deedy will use reasonable skill and care in respect of any materials or information provided to it and undertake to report to the Client if Deedy has cause to believe that information provided to us by the Client or on the Client’s behalf is not reliable. However, unless otherwise agreed in writing, Deedy will rely on that information without further verification.
   4. To the best of your knowledge, all information provided by you or on your behalf (“Client Information”) will be accurate and complete in all material respects. The provision of Client Information to us will not infringe any copyright or other third-party rights.
   5. Deedy will rely on Client Information made available to us and, unless Deedy expressly agrees otherwise, will have no responsibility to evaluate or verify it.
   6. During the engagement, our team may need to directly communicate and work with the Client’s resources on the Client’s behalf. The Client will arrange for Deedy to have access to the resources required to fulfil the Service. Deedy will ensure that its resources comply with the Client’s security and access policies and procedures and will conduct themselves in accordance with the Client’s employee policies as advised by the Client from time to time.
   7. You shall be responsible for your personnel’s compliance with your obligations under this Agreement.
   8. In addition Deedy requires the Client to:
      1. Make key documentation and knowledge holders in a timely manner.
      2. Delegate decision-making to the seconded Client resources on the Engagement to the extent of their allocated authority.
      3. Review documentation and provide feedback within the assigned timeframe.
      4. Allocate security access for resources as required.
3. Contacts
   1. Your nominated contact with whom we should communicate about the Services is defined as per Annex A.
   2. Your contact at Deedy for these Services is defined as per Annex A.
4. Confidentiality
   1. Except as otherwise permitted by this Agreement, neither of us may disclose to third parties the contents of this Agreement or any information provided by or on behalf of the other that ought reasonably to be treated as confidential and/or proprietary. Either of us may, however, disclose such information to the extent that it:
      1. is or becomes public other than through a breach of this Agreement,
      2. is subsequently received by the recipient from a third party who, to the recipient’s knowledge, owes no obligation of confidentiality to the disclosing party with respect to that information,
      3. was known to the recipient at the time of disclosure or is thereafter created independently,
      4. is disclosed as necessary to enforce the recipient’s rights under this Agreement, or
      5. must be disclosed under applicable law, legal process or professional regulations.
   2. Use of electronic media to correspond or transmit information will not constitute a breach of any confidentiality obligations under this Agreement.
   3. Unless prohibited by applicable law, we may disclose Client Information to other Deedy Firms and Deedy Persons, as well as external third parties providing services on our or their behalf, who may collect, use, transfer, store or otherwise process (collectively, “Process”) it to facilitate performance of the Services, to comply with regulatory requirements, to check conflicts, or for quality, risk management or financial accounting purposes. We shall be responsible to you for maintaining the confidentiality of Client Information, regardless of where or by whom such information is processed on our behalf.
5. Compensation, Fees, and Expenses Generally
   1. Payment in call cases is due in advance of receipt of Service.
   2. In cases where VAT is due, the respective rate(s) of the Services shall be VAT inclusive.
   3. Service provided under fixed price “Service Packages” and “Support Subscriptions” arrangements is provided in accordance with the scope of the package / subscription. Specifically, Service Hours incurred in the fulfilment of the Scope of the package / subscription are not billed additional to the agreed Fixed Price unless otherwise agreed, or the if Service is required to be provided in duplication of Service(s) previously rendered as a consequence of a fault on the part of the Client.
   4. Failure to maintain “Support Subscription” payments under the timeframe(s) defined within the respective Subscription’s invoice will result in an immediate cessation of said Subscription.
      1. Deedy will not be held liable for any losses of any kind, surcharges, necessity for further and or repeat Services / work, etc., incurred by the Client or otherwise as a result of the Client’s failure to maintain the Subscription.
   5. For Services provided under Hourly Charge billing agreements and or agreements wherein Deedy maintains system and or subscription payments on behalf of the Client, the Client will provide Deedy a Provision which will be held by Deedy from which Deedy will deduct the payments daily on the basis of corresponding Service hours performed and expenses incurred in favour of the fulfilment of the Agreement.
   6. The Provision must be maintained in an adequately positive balance in order for this engagement to be performed (increments of Service hours and expense coverage of 2 months are recommended as a minimum balance).
   7. Failure to maintain the Provision in a positive balance will result in an immediate cessation of Services and, where the Provision serves as the Client’s system / subscription fee debit source, suspension or termination of systems / subscriptions without notice will occur until the Provision is restored to an adequately positive balance.
      1. Deedy will not be held liable for any losses of any kind, surcharges, necessity for further and or repeat Services / work, etc., incurred by the Client or otherwise as a result of the Client’s failure to maintain the Provision in an adequate positive balance.
   8. Upon termination/expiry, we will return the balance of the Provision to your nominated account within 30 days.
   9. In consideration for the Services, the Client shall pay Deedy at the hourly rate of the Services as specified in Annex B in 15 minute increments.
   10. You shall pay our professional fees and specific expenses in connection with the Services. You shall also reimburse us for other reasonable expenses incurred in performing the Services including travel expenses. Our fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs imposed in respect of the Services, all of which you shall pay (other than taxes imposed on our income generally).
   11. You shall pay all system/subscription fees incurred by us in the fulfilment of the Services.
   12. We may charge additional professional fees if events beyond our control (including your acts or omissions) affect our ability to perform the Services as originally planned or if you ask us to perform additional tasks.
   13. The billing arrangement for systems / subscriptions that form all and or or part of the Solution(s) and or the Services provided under this Agreement will first be presented to the Client in writing for approval before Deedy will apply said fee arrangements against the Client’s Provision.
   14. Deedy will provide the Client a monthly summary of the Services rendered / expenses incurred, along with an outline of the balance of their Provision.
   15. The Client is aware that system/subscription fees are subject to change for reasons including but not limited to volume of usage.
   16. If we are required by applicable law, legal process or government action to produce information or personnel as witnesses with respect to the Services or this Agreement, you shall reimburse us for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, unless we are a party to the proceeding or the subject of the investigation.
   17. Quoted fees / rates are subject to periodic review for increases in staff costs, either due to scheduled individual increases in pay rates, promotions or increases in general market rates. Should there be an increase in staff costs, we reserve the right to propose an increase to the quoted fee rates to be communicated to you in writing for your approval.
   18. Your obligation to pay our fees and expenses is not contingent upon the results of the Services or the consummation of any transaction.
6. Term and Termination
   1. This Agreement applies to the Services whenever performed (including before the date of this Agreement).
   2. The commencement and expiry date of this are defined in Annex A.
   3. Extension of term: The parties may agree to extend the term.
   4. This Agreement shall continue until an event of Termination or upon Expiry.
   5. Either Party may Terminate this Agreement for any reason with 45 days written notice days written notice to the other Party.
   6. In addition, we may terminate this Agreement, or any particular Services, immediately upon written notice to you if we reasonably determine that we can no longer provide the Services in accordance with applicable law or professional obligations.
   7. You shall pay us for all work-in-progress, Services already performed, and expenses incurred by us up to and including the effective date of the termination of this Agreement.
   8. Our respective confidentiality obligations under this Agreement shall continue for a period of [two] years following the termination of this Agreement. The other provisions of this Agreement that give either of us rights or obligations beyond its termination shall continue indefinitely following the termination of this Agreement.
   9. Post implementation support of bespoke Solutions will remain offered under this Agreement for a minimum period of 3 months from the Solution Onboarding commencement date unless an event of Termination and or Expiry occurs, in which case the Termination/Expiry of this Agreement will take precedence.
7. Data Protection
   1. We may Process Client Information that can be linked to specific individuals (“Personal Data”). We will Process the Personal Data in accordance with the European Union (EU)’s General Data Protection Regulation (GDPR) laws. We will require any service provider that Processes Personal Data on our behalf to adhere to such requirements.
   2. You warrant that you have the authority to provide the Personal Data to us in connection with the performance of the Services.
8. Our Reports
   1. Any information, advice, recommendations or other content of any reports, presentations or other communications we provide under this Agreement (“Reports”), other than Client Information, are for your internal use only (consistent with the purpose of the [particular] Services) including your board of directors and your audit committee.
   2. You may not disclose a Report (or any portion or summary of a Report) externally, or refer to us or to any other Deedy Firm in connection with the Services, except:
      1. to your lawyers (subject to these disclosure restrictions), who may review it only in connection with advice relating to the Services,
      2. to the extent, and for the purposes, required by law and/or regulatory authority (and you will promptly notify us of such legal requirement to the extent you are permitted to do so),
      3. to other persons (including your controlling and consolidated companies) who may use it only as we have specified in our consent explicitly in the form of a written access letter.
   3. If you are permitted to disclose a Report (or a portion thereof), you shall not alter, edit or modify it from the form we provided.
   4. You may incorporate into documents that you intend to disclose externally solely Client Information contained in a Report. If you shall include in those documents our recommendations, conclusions or findings, you must assume sole responsibility for the contents of those documents. In any case, you shall not refer to us or any other Deedy Firm in connection with those documents. This provision does not affect your ability to circulate Reports internally.
   5. You may not rely on any draft Report. Deedy shall not be required to update any final Report for circumstances of which we become aware, or events occurring, after its delivery.
9. Limitations
   1. You (and any others for whom Services are provided) may not recover from us, in contract or tort, under statute or otherwise, any amount with respect to loss of profit, data or goodwill, or any other consequential, incidental, indirect, punitive or special damages in connection with claims arising out of this Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.
   2. You (and any others for whom Services are provided) may not recover from us, in contract or tort, under statute or otherwise, aggregate damages in excess of the fees actually paid for the Services that directly caused the loss in connection with claims arising out of this Agreement or otherwise relating to the Services. This limitation will not apply to losses caused by our fraud or willful misconduct.
   3. Subject always to Sections 9.a and 9.b above, if we are liable to you (or to any others for whom Services are provided) under this Agreement or otherwise in connection with the Services, for loss or damage to which any other persons have also contributed, our liability to you shall be several, and not joint, with such others, and shall be limited to our fair share of that total loss or damage, based on our contribution to the loss and damage relative to the others’ contributions. No exclusion or limitation on the liability of other responsible persons imposed or agreed at any time shall affect any assessment of our proportionate liability hereunder, nor shall settlement of or difficulty enforcing any claim, or the death, dissolution or insolvency of any such other responsible persons or their ceasing to be liable for the loss or damage or any portion thereof, affect any such assessment.
   4. You may not make a claim or bring proceedings relating to the Services or otherwise under this Agreement against any other Deedy Firm or our or its subcontractors, members, shareholders, directors, officers, partners, principals or employees (“Deedy Persons”). You shall make any claim or bring proceedings only against us.
10. Indemnity
    1. To the fullest extent permitted by applicable law and professional regulations, you shall indemnify us, the other Deedy Firms and the Deedy Persons against all claims by third parties (including your controlling and consolidated companies, and companies where you have significant influences) and lawyers and resulting liabilities, losses, damages, costs and expenses (including reasonable external and internal legal costs) or arising out of the disclosure of any Report or a third party’s use of or reliance on any Report disclosed to it by or through you or at your request. You shall have no obligation hereunder to the extent that we have specifically authorised, in writing, the third party’s reliance on the Report.
    2. The Client agrees to indemnify, defend, and protect us, the other Deedy Firms and the Deedy Persons from and against all lawsuits and costs of every kind pertaining to the Client’s business including reasonable legal fees due to any act or failure to act by the Client based upon the Services.
    3. While Deedy exercises due skill and care in its strategic selection of the systems / subscriptions / tools / etc., it uses in the fulfilment of this Agreement, the Client acknowledges that third party service providers may cease offering all or part of their service offering, and or may malfunction in which case the Client hereby indemnifies Deedy of any claims and or losses that ensue either directly or indirectly as a result.
11. Intellectual Property Rights
    1. We may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how (“Materials”) that we own or license in performing the Services. Notwithstanding the delivery of any Reports, Services, or Solutions, we retain all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services), and in any working papers compiled in connection with the Services (but not Client Information reflected in them).
    2. Upon payment for the Services, you may use any Materials included in the Reports / Solutions rendered, as well as the Reports themselves as permitted by this Agreement.
    3. All materials owned by or licensed to you by a third party other than by Deedy Firms (“Your Materials”) and supplied by you to Deedy during the term of this Agreement will remain your property. We will promptly return Your Materials to you upon your request, in the event of termination or upon expiry of this Agreement. You grant to Deedy a non-exclusive, non-transferable, irrevocable, royalty-free license to use, copy, modify, distribute and reproduce Your Materials provided to us during the term of this Agreement, solely for the purpose of Deedy performing its obligations under this Agreement.
12. Miscellaneous
    1. This Agreement constitutes the entire agreement between us as to the Services and the other matters it covers, and supersedes all prior agreements, understandings and representations with respect thereto, including any confidentiality agreements previously delivered.
    2. Each of us represents that each person signing this Agreement or any Engagement hereunder on its behalf is expressly authorized to execute it and to bind such party to its terms. You also represent that this Agreement has, if necessary, been considered and approved by your Audit Committee. You represent that your controlling and consolidated companies and any others for whom Services are performed shall be bound by the terms of this Agreement.
    3. You agree that we and the other Deedy Firms may, subject to professional obligations, act for other clients, including your competitors.
    4. Neither of us may assign any of our rights, obligations or claims under this Agreement.
    5. If any provision of this Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions shall remain in full force and effect.
    6. If there is any inconsistency between provisions in different parts of this Agreement, those parts shall have precedence as follows (unless expressly agreed otherwise): (a) the applicable Agreement and any annexes thereto, (b) these General Terms and Conditions, and (c) other annexes to this Agreement.
    7. Neither of us may use or reference the other’s name, logos or trademarks without its prior written consent, provided that we may use your name publicly to identify you as a client in connection with specific Services or otherwise.
    8. The limitations in Sections 9, 10.a, 4.c, 7.a, and 12.b are intended to benefit the other Deedy Firms and all Deedy Persons, who shall be entitled to enforce them.
    9. Deedy’s business operations are advisory in nature. We will not render an assurance report or opinion under this Agreement, nor will the Services constitute an audit, review, examination or other form of attestation. None of the Services or any Reports will constitute any legal opinion or advice. We will not conduct a review to detect fraud or illegal acts.
    10. We have based any comments or recommendations as to the functional or technical capabilities of our Solutions in use or being considered by you solely on the information you provided by your vendors, directly or through you. We are not responsible for the completeness or accuracy of any such information or for confirming any of it.
13. Personnel & Nonsolicitation of Employees
    1. During the term of this Agreement and for 12 months thereafter, Deedy will not, directly or indirectly, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any of the Client’s employees, or contractors for work at another company.
    2. During the term of this Agreement and for 12 months thereafter, the Client will not, directly or indirectly, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any of Deedy’s employees, or contractors for work at another company.
    3. Deedy shall not, during the period from the commencement of the provision of any Services in which Key Personnel are engaged until the date on which Deedy ceases to provide those Services, either change the duties and responsibilities of such Key Personnel with respect to such Key Personnel’s role, or transfer any Key Personnel to another part of its business, without the prior written approval of the Client.
    4. The Service delivery location will be:
       Avenue Emile Van Becelaere 15, Suite 17, 1170 Watermael-Boitsfort Belgium.
14. Non-solicitation of Customers
    During the term of this Agreement and for 12 months thereafter, Deedy will not, directly or indirectly, solicit or attempt to solicit any business from any of the Client’s clients, prospects, employees or contractors.
15. Force Majeure
    Neither you nor we shall be liable for breach of this Agreement (other than payment obligations) caused by circumstances beyond your or our reasonable control.
16. No Modification Unless in Writing
    No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.
17. Other Assumptions
    No additional assumptions have been noted.
18. Governing Law and Dispute Resolution
    1. This Agreement, the interpretation of its terms, and any non-contractual matters or obligations arising out of this Agreement or the Services, shall be governed by, and construed in accordance with, the laws of the Kingdom of Belgium without regard to the rules of conflict of laws and will be subject to the exclusive jurisdiction of the federal and state courts located in the Kingdom of Belgium.
    2. Except as otherwise expressly provided in the applicable Agreement, any dispute relating to this Agreement or the Services shall be resolved solely and exclusively as set forth in Annex C.