General terms and conditions of sale
1. General information
1.1. Ohana Consultancy SRL is a Belgian Company, the registered address of which is 54 Avenue Louise, Brussels, 1050 and which is registered with the Crossroads Bank for Enterprises under number 0733.605.159 (the ‘Company’).
1.2. The Company provides project management consulting services (B2B) to companies that are active in the lobbying and sustainable development strategy sector (the ‘Service’ or the ‘Services’).
1.3. The Company has a website: www.ohanapublicaffairs.eu (the ‘Website’) on which it promotes all of its Services, and it may also be present on social networks (LinkedIn, Facebook, Instagram, Twitter, etc.) (‘Social Networks’).
1.4. The Website and Social Networks are made available to any user (the ‘User’). The latter consents, in using these media, to the application of these general terms and conditions of sale (the ‘General Terms and Conditions of Sale’) as far as they are concerned and in particular articles 8, 11, and 13, even in the absence of a contract signed with the Company. They waive, where applicable, the application of contradictory provisions of their own general conditions or any other provision originating from the Client that would contradict the General Terms and Conditions of Sale.
1.5. The General Terms and Conditions of Sale also apply to the agreement (the ‘Agreement’) concluded between the Company and the Client (the ‘Client’) and through which the Company provides the Service to the Client, as well as to the entire contractual relationship that results therefrom. The Client consents to the full application of these general terms and conditions of sale and waives, where applicable, the application of contradictory provisions of their own general conditions or of any of other provision that would contradict the General Terms and Conditions of Sale.
1.7. These documents are available at any time on the Company’s Website and can easily be printed or saved by the Client on a durable medium (paper or electronic).
1.8. The Company and the Client are individually referred to as a ‘Party’ and collectively as the ‘Parties’ to the agreement.
2.1. The Company sends a service proposal to the Client, based on information provided by the Client and of its understanding of the Client’s needs and aims. This proposal may be based on a fixed fee or an hourly rate and may take the form of a separate document entitled ‘proposal’ or ‘quote’, or of a simple email.
2.2. The Company reserves the right to modify its price offers unilaterally and at any time, particularly if the services requested by the Client were to be clarified or modified by them, and/or if the Client were to agree only to part of the proposed Services.
2.3. The Client’s acceptance of the proposal may be inferred from any written communication, email, the signing of a purchase order or verbal acceptance, including tacit but certain acceptance.
2.4. The Agreement enters into force as soon as the proposal is accepted by the Client. If the Client requests the modification of the initial proposal or of one of the additional services, these will be invoiced separately.
2.5. Any appendix included in the proposal sent to the Client is an integral part of the Agreement made between the Parties.
3.1. All price elements or features of the service displayed publicly (online, on the Company’s Website, in informational brochures or on any other medium, including Social Networks) are provided purely for informational purposes. Only the prices and features included in the proposal sent to the Client are binding upon the Company, without prejudice to point 2.2 above.
3.2. In exchange for the Service, the Client shall pay the Company the price indicated in the proposal accepted by the former and, where applicable, indicated in any other contractual documents of which the Client has been made aware. The price must, unless otherwise indicated, be understood to be expressed in euros (EUR) and without value-added tax (VAT) applied to it.
3.3. The total price may, where applicable, set out other costs related to the proposed Services (such as, for example, travel costs, subcontracting costs, etc.).
4. Payment and invoicing
4.1. Unless expressly stated otherwise in writing, any invoice sent by the Company is payable within thirty (30) days of it being sent to the Client, by bank transfer, SEPA payment or another other means of payment.
4.2. If payment is not made within the required period, the Agreement will be considered terminated, by operation of law, without prejudice to the compensation by the Client of any direct or indirect damages suffered by the Company, in particular for services already provided.
4.3. Any delay in payment will automatically result in the application of late payment interest of 10% per year, without prior notice, as well as of a contractual penalty clause of 15% of the amount of the invoice with a minimum of 250 EUR.
5. Subcontracting and external providers
5.1. For specific assignments, the Company may call upon external consultants with which they maintain a privileged relationship.
5.2. Unless the situation is urgent, the Client is invited to expressly agree to the choice of consultant and to the assignment that has been allocated to them. The Company is not, in any case, responsible for acts, mistakes or negligent actions committed by external consultants.
5.3. The invoicing of the services of the external consultant will be carried out, at the Company’s discretion, directly by it or by the consultant, without prejudice to the Company’s responsibility set out in the preceding article.
6.1. The Company undertakes to make its best efforts, which is the minimum that the Client has the right to expect from a normally prudent and diligent professional. Nevertheless, when carrying out its activities, the Company is only bound by a best-efforts obligation and taking into account the information sent to it by the Client and its knowledge of the market.
6.2. The performance of the Services by the Company only creates rights and obligations between the Client and the Company. No other person may rely on the opinions, advice and information provided by the Company for the sole benefit of the Client.
6.3. The Company can only be held responsible to the Client for fraud, gross personal negligence or failure to fulfil essential commitments that are the subject of the Agreement, except in cases of force majeure. Force majeure is defined as any cause beyond the Company’s control, such as, in particular, but not limited to: floods, storms, fires, epidemics, strikes, lock-downs, terrorism risk, fault of a provider, subcontractor or partner, or any other event of force majeure, which would prevent it from normally fulfilling its obligations, suspend this fulfilment for the duration of the cause of force majeure or make the Company’s fulfilment of its obligations significantly more difficult or costly.
6.4. In the event of the occurrence of a force majeure event, the Company shall be relieved of its obligations for the duration of the force majeure event. It will spare no effort to restart the fulfilment of its obligations as quickly as possible. The Client shall remain liable for the payment of the price agreed between the Parties, as if the case of force majeure had not occurred.
6.5. Should the Company be held liable, it will only be held liable for the compensation of direct damages resulting from personal fault and cannot, in any event, be held liable for indirect damages suffered by the Client, its representatives or other persons concerned, which occurred as part of the execution of the Agreement such as, for example, the loss of revenue or profits, the loss or compromise of data, the loss of clients or turnover, harm to their reputation or loss of earnings, whether the Company was warned of the possibility of these damages occurring or not.
6.6. Should the Company be held liable, the total liability of the Company to the Client resulting from the Agreement shall not exceed the price paid by the Client over the course of the twelve (12) months prior to the occurrence of the damages for the Service as a result of which the Company is held liable. The amount of the damages and interest will be, in all cases, limited to the intervention of the professional civil liability insurance taken out by the Company.
7. Preparatory documents
Throughout the assignment, the Company may submit draft documents to the Client for their perusal. The Client may not rely on these draft documents, as their content has not been finalised and has not been confirmed to the Client in writing. The Company cannot, in any case, be held liable for the consequences that may occur following decisions taken by the Client and that may result from the misinterpretation or misunderstanding by the Client of the opinion provided by the Company.
8. Intellectual propriety
8.1. All images, visuals, concepts and techniques used by the Company and reproduced on any kind of medium are and remain at all times its property, as well as the Confidentiality Policy and all documents subject to copyright or any other intellectual property rights. Likewise, the Company’s Website, in its entirety, which includes its architecture, design, interface, databases, name, domain name, etc. belongs to the Company.
8.2. No full or partial reproduction or communication to the public of the Website or one of its elements, or publications on Social Networks, for whatever purpose, apart from an individual consultation, may be carried out without prior written permission from the Company.
8.3. The User and the Client are prohibited from carrying out themselves the Services proposed by the Company or from having these Services carried out by a third party and, if they do so, they are liable to pay an irrevocable and irreducible penalty equal to the fee of the Service proposal.
8.4. The User and the Client acknowledge that all the elements made available to them by the Company (e.g. texts, images, photos, logos, databases, features and the interface of the Website, etc.) are protected by one or more intellectual property rights (including copyright, trademark law and rights related to the production of databases) of which the Company is the owner, regardless of the effective registration of the intellectual property right with any protection authority.
8.5. The User and the Client are prohibited from using these elements or from reproducing them and are also prohibited from deleting or adapting any references to the associated intellectual property rights.
9. Duration and Termination
9.1. The Agreement, unless otherwise specified in the offer, is concluded for the duration set out in the offer sent by the Company.
9.2. The Company reserves the right to suspend the fulfilment of any of its commitments, or to terminate the contract in any of the following cases:
- If the Client does not respect their own obligations or displays their intention to not fully respect them.
- If the deterioration of the Client’s financial situation gives rise to concerns that they are not able to fulfil their obligations, in particular the payment of the agreed fee.
- In the event of a breach of trust between the Company and the Client.
- In the event of a delay in the payment of the Company’s invoices, in accordance with article 4.2 above.
9.3. To the extent permitted by applicable law, the Company shall not reimburse, upon termination of the Agreement, any sum paid by the Client, whatever the cause of termination of the Agreement.
The Company will make sure to always handle information that has been entrusted to it with the utmost care. Nevertheless, without prejudice to applicable legal provisions, the Client is required to inform the Company when sensitive information entrusted to the Company requires particular care or is confidential.
11.1. The Company reserves the right to modify all or part of the provisions of the General Terms and Conditions of Sale at any time. The Company shall inform the Client of this by making the new version of the text of the General Terms and Conditions of Sale available to the Client on any medium and, in particular, on its Website.
11.2. Unless otherwise stated, the provisions of the new version of the General Terms and Conditions of Sale apply to the contractual relationship between the Company and the Client from the first day of the second month following the date they are sent.
11.3. If the Client objects to the application of the provisions of the new version of the General Terms and Conditions of Sale, the Agreement automatically ends on the first day of the second month following the date they are sent, unless otherwise agreed by the Parties. Where applicable, the penultimate version of the General Terms and Conditions of Sale will continue to apply to the contractual relationship between the Client and the Company until the date of termination of the Agreement.
12.1. The Parties shall be validly informed or notified in writing by email sent to the email address of the contact person indicated in the most recent invoice issued by the Company, or failing this, to the email address of the contact person indicated in the offer, or failing this, to the email address using which a Party (or one of its representatives) has communicated in connection with the execution of the Agreement.
12.2. To the extent necessary, the Client acknowledges that any invoice issued by the Company shall be deemed to have been sent to the Client when it is sent by email to the Client at the address provided by the Client or at the address generally used for communications between Parties.
13. Applicable law and jurisdiction
13.1. The General Terms and Conditions of Sale and any Agreement related to them are governed by Belgian law.
13.2. In the event of a dispute, the Parties shall undertake to resolve their disagreement amicably. Any legal dispute relating to the General Terms and Conditions of Sale that cannot be resolved amicably, including as to their validity, performance, interpretation and expiry will be subject to the exclusive jurisdiction of the competent court for the district in which the Company’s registered address is located.
14. Final provisions
14.1. The fact that the Company does not avail itself of a provision of the General Terms and Conditions of Sale shall not be interpreted as a waiver of the right to avail itself of such provision at a later date.
14.2. If one of the provisions of the General Terms and Conditions of Sale is declared invalid or unenforceable, it shall be deemed null and void, without this affecting the validity of the other provisions of the General Terms and Conditions of Sale or of any contractual document concluded between the Parties. As far as possible, the Parties will provide for the replacement of the invalid provision, in good faith and in the same spirit.