1. General information

1.1. Ohana Consultancy SRL is a company organised and existing under the laws of Belgium, having its registered office at avenue des arts, 44, 1040 Brussels and registered with the Crossroads Bank of Enterprises under number 0733.605.159 (the “Company”).

1.2. The Company is active in the public relations sector in Europe and offers lobbying and consultancy services to businesses (B2B), in particular sustainable development services for various industries (the “Service” or the “Services”).

1.3. The Company has a website: www.ohanapublicaffairs.eu (the “Website”), via which it advertises its Services, and can have a presence on social networks (LinkedIn, X, etc.) (the “Social Networks”).

1.4. The Website and the Social Networks are available to any user (the “User”). When using the media, the User agrees to the application of these general terms and conditions of sale (the “General Terms and Conditions of Sale”) as they apply to him/her/it, in particular Articles 8, 11 and 13, even if the User has not entered into a contract with the Company. Where applicable, the User shall waive application of any contradictory provisions in its own general terms and conditions as well as any other provision applied by the Customer that contradicts the General Terms and Conditions of Sale.

1.5. The General Terms and Conditions of Sale shall also apply to the agreement (the “Agreement”) between the Company and the customer (the “Customer”), which is concluded upon acceptance by the Customer of the offer submitted by the Company, and under which the Company provides the Service to the Customer, and to the whole of the resulting contractual relationship. The Customer agrees to the unconditional application of these General Terms and Conditions of Sale and waives application, where applicable, of any contradictory provisions in its own general terms and conditions as well as any other provision that contradicts the General Terms and Conditions of Sale.

1.6. The Customer acknowledges that he/she/it has read and understood the General Terms and Conditions of Sale prior to acceptance of any request or offer submitted to or by the Company, as well as the Company’s privacy policy. The General Terms and Conditions of Sale and the privacy policy shall form an indivisible whole.

1.7. These documents are available at any time on the Company’s Website and can be easily printed or saved by the Customer on a durable (paper or electronic) medium.

1.8. The Company and the Customer shall be referred to individually as a “Party” and collectively as the “Parties” to the Agreement.

2. Offer

2.1. The Company shall send the Customer a service offer based on the information provided by the Customer and its understanding of the Customer’s needs and objectives. This offer may be based on a fixed remuneration or an hourly rate and may take the form of a separate document entitled “offer” or “quotation” or simply an email.

2.2. Any modification made by the Customer after submission of the offer shall give rise to a modification to the offer and, where applicable, to the cost of the service(s).

2.3. The Customer’s acceptance of the offer can be given by email or via the on-line contract signature system used by the Company. The Agreement between the Parties shall enter into force upon acceptance of the offer by the Customer. If the Customer requests additional services, a separate offer shall be submitted and the services shall be invoiced separately.

2.4. Any appendix included in the offer submitted to the Customer shall be an integral part of the Agreement between the Parties.

3. Price

3.1. Only the prices and characteristics included in the offer submitted to the Customer shall be binding on the Company without prejudice to Clauses 2.2 and 2.4 above.

3.2. In consideration for the Service, the Customer shall pay the Company the price indicated in the offer accepted by the Customer or in any other contract document notified to it, where applicable. Unless otherwise stipulated, the price shall be understood to be in euro (EUR) and exclusive of value added tax (VAT).

3.3. The offer submitted to the Customer by the Company shall include the amount for the Services provided by the Company and an indicative budget for the costs of performance of the Services, such as travel costs. The Company shall, however, not be bound by the proposed budget and the expenses shall be invoiced to the Customer at cost on the basis of actual expense claims and supporting documents, which shall be appended to the invoice issued by the Company.

3.4. If travel or a Service is cancelled in whole or in part by the Customer after acceptance of the offer, regardless of the reason, the Customer shall compensate the Company for the expenses it has incurred to perform the Services up to the date of cancellation by the Customer. The Company shall send the Customer an invoice for the expenses, minus any amounts already paid by the Customer.

3.5. The Customer acknowledges and agrees that the Company shall be entitled to adjust its prices at the end of the initial term of this Agreement and on each renewal date pursuant to Article 10, providing it notifies the Customer in writing.

4. Payment and invoicing

4.1. Unless otherwise stipulated in writing, any invoice issued by the Company shall be payable within thirty (30) days of dispatch of the invoice to the Customer by bank transfer or, in exceptional circumstances, using another means of payment requested by the Customer and subject to the express approval of the Company.

4.2. The Customer agrees to bear all of the transaction, exchange rate and bank fees and any other costs related to the payments made by the Company under the Agreement. Under no circumstances shall the Company bear these costs or be obliged to deduct them from its invoices. Consequently, the Customer shall ensure that the net amount received by the Company, after deducting the aforementioned expenses, corresponds to the total amount indicated on the invoices issued by the Company. Any shortfall in payment shall be regarded as incomplete payment and shall not relieve the Customer of its payment obligations.

4.3. Any late payment shall automatically give rise to late payment interest of 12% per annum as of the day following the due date of the invoice, and to a contractual penalty, which shall be equal to 10% of the amount of the invoice, with a minimum of 500 euro.

4.4. The Company shall be entitled, in the event of late payment, to invoke the non-performance clause and thus suspend performance of its obligations to the Customer until full payment has been made since the relationship between the Parties forms an indivisible whole.

5. Subcontracting and external service providers

5.1. Subcontracting
The Company may, if necessary, strengthen its team by making use of third parties chosen and remunerated by it at its own discretion. The Company agrees, however, to assign competent human resources to performance of the agreed tasks.

The Company shall be liable to the Customer for the quality of any Services that it has subcontracted.

The Customer undertakes, throughout the term of this Agreement and for a period of twelve months following its expiry for whatever reason, not to recruit or establish any form of direct or indirect working arrangement with the human resources working for or with the Company during the performance of this Agreement. Any breach of this obligation shall entitle the Company to claim compensation from the Customer for the full extent of the prejudice incurred.

5.2. Offers including the services of external service providers
For specific assignments, the Company may hire the services of external service providers with which it works closely and which provide services that complement its own services.

Except in an emergency, the Customer shall be requested to grant its express approval of the choice of consultant and the assignment entrusted to it. The offer submitted to the Customer shall make a clear and unambiguous distinction between the services provided by the Company and those provided by the external service provider. The offer may also contain the terms and conditions of service of said external service provider for the services that it is proposing under the offer submitted to the Customer.

The Company shall, under no circumstances, be liable for the manner in which the external service provider provides his/her/its services, in particular if he/she/it infringes the law, makes errors or is negligent during the provision of its services.
These external service providers shall invoice the Customer directly for their services.

6. Liability

6.1. The Company undertakes to use its best endeavours, which corresponds to what the Customer would be entitled to reasonably expect from a prudent and diligent professional. Nonetheless, in the exercise of its activities, the Company shall only be bound by an obligation of means and shall act in accordance with the information provided to it by the Customer and its own knowledge of the market. In this regard, the Customer shall refrain from performing the Services offered by the Company or from having them performed by a third party in order to avoid hampering smooth performance by the Company of the Services entrusted to it.

6.2. Performance of the Services by the Company shall only create rights and obligations between the Customer and the Company. No other person may make use of the opinions, advice and information provided by the Company for the sole benefit of the Customer.

6.3. The Company shall only be liable to the Customer for fraud, gross negligence or the failure to meet its essential obligations under the Agreement, except in cases of force majeure. Force majeure is defined as any event beyond the control of the Company, including but not limited to: floods, storms, fire, epidemics, strikes, lockdowns, terrorist alerts, default by a contractor, subcontractor or partner or any other case of force majeure that prevents it from performing its obligations under normal conditions, leads to suspension of performance for the duration of the cause of the case of force majeure or renders performance of its obligation significantly more difficult or costly.

6.4. In the event of a case of force majeure, the Company shall be relieved of its obligations for the duration of the event. It shall take all steps to resume performance of its obligations as quickly as possible. The Customer shall remain liable for payment of the price agreed by the Parties as if the case of force majeure had never occurred.

6.5. If the Company is found liable, it shall only be liable to compensate for direct damage resulting from its own negligence and may, under no circumstances, be held liable for the indirect damage incurred by the Customer, its representatives or other persons involved and which occurred during performance of the Agreement, such as loss of income or profits, loss or breach of data, loss of customers or turnover, reputational damage or shortfalls, regardless of whether the Company has been notified of the possibility of the occurrence of such damage.

6.6. If the Company is held liable, its total liability to the Customer under the Agreement shall not exceed the price paid by the Customer for the Service in relation to which it has been held liable over the course of the twelve (12) months preceding the occurrence of the damage The amount of the compensation and interests shall, in any case, be limited to the amount of the professional civil liability insurance cover taken out by the Company.

7. Independence and ethical conduct of the Company

7.1. The Company shall perform its activities and propose its Services completely independently of its customers. The strategic advice provided by the Company shall be developed in good faith, completely transparently and in accordance with the applicable laws and regulations, including anti-corruption laws and regulations.
The Company undertakes never to perform any acts that could be characterised as corruption or private corruption. It shall ensure that its actions comply at all times with the applicable laws and ethical principles.

In this regard, the Company also agrees to comply with, and ensure that its personnel complies with the code of conduct appended to the Interinstitutional Agreement of 20 May 2021 between the European Parliament, the Council of the European Union and the European Commission on a mandatory transparency register.

7.2. Moreover, the Company reserves the right to terminate the Agreement immediately if the Customer makes a request or a demand that could cause the Company to infringe anti-corruption laws or compromise its professional integrity.
7.3. The Customer acknowledges and agrees that the Company cannot be forced to perform illegal or unethical acts and that such a request shall constitute a serious breach by the Customer of its contractual obligations, justifying immediate termination of the Agreement by the Company without notice or compensation.

7.4. Moreover, the Company reserves the right to refuse to provide its services to any new customer if there is a conflict of interests with another customer of the Company; if the values of the new customer are not aligned with those of the Company; or in any other circumstance that the Company deems to be incompatible with the provision of its Services.

7.5. In this regard, a copy of the code of conduct appended to the Interinstitutional Agreement of 20 May 2021 between the European Parliament, the Council of the European Union and the European Commission on a mandatory transparency register shall be communicated to the Customer at the same time as the Company’s offer.

8. Preparatory documents

During its assignment, the Company may submit draft documents to the Customer for review. The Customer may not use such drafts until their content has been finalised and confirmed to it in writing. The Company may not, under any circumstances, be held liable for the consequences of decisions taken by the Customer due to the Customer’s misinterpretation or misunderstanding of advice given by the Company.

9. Intellectual property

9.1. All of the images, visuals, concepts and techniques used by the Company on any medium are and shall remain its property at all times, as shall its privacy policy and all the documents subject to copyright or to an intellectual property right. Similarly, the whole of the Website of the Company, including its architecture, design, interface, databases, name, domain name, etc., shall be the property of the Company.

9.2. No reproduction or communication to the public, in whole or in part, of the Website or of any of its elements, or of any publications on the Social Networks, for any purpose whatsoever, other than for individual consultation purposes, may be made without the prior written agreement of the Company.

9.3. The User and the Customer acknowledge that all the elements made available by the Company (for example, the texts, images, photos, logos, databases, Website features and interface, etc.) may be protected by one or more intellectual property rights (including copyright, trade mark law and rights linked to the production of databases) held by the Company regardless of effective registration of the intellectual property right with a protection authority.

9.4. The User and the Customer shall refrain from using these elements or from reproducing them without the prior agreement of the Company and shall also refrain from deleting or modifying any references to the associated intellectual property rights, including the source and date of these elements, the name of the Company and the name of the author.

10. Term and termination

10.1. Unless otherwise stipulated in the offer, the Agreement shall be concluded for an initial term of two (2) years as of acceptance of the offer by the Customer.

10.2. If one of the Parties wishes to terminate the Agreement at the end of the initial period of two (2) years, it shall notify the other Party of its intention to terminate the Agreement no later than six (6) months prior to the end of this initial period.

10.3. If the Agreement is not terminated in accordance with Clause 10.2, it shall be automatically renewed for successive periods of one (1) year and may be terminated by either of the Parties by notifying the other Party no later than three (3) months before the term of the current annual period.

10.4. The notices of termination shall be sent electronically in accordance with Article 14.

10.5. The Company reserves the right to terminate the Agreement in one of the following cases:
• if the Customer does not meet his/her/its own obligations or expresses his/her/its intention not to meet them in full;
• if the deterioration of the financial situation of the Customer suggests that he/she/it will not be able to meet his/her/its obligations, in particular to pay for the Services provided;
• in the event of a breach of the relationship of trust between the Company and the Customer, in particular pursuant to Article 7;
• in the event of recurrent late payment of the Company’s invoices in accordance with Article 4.4.

10.6. To the extent permitted by the applicable law, the Company shall not refund, at the end of the Agreement, any amount paid by the Customer, regardless of the cause of termination of the Agreement.

11. Non-disclosure

The Company shall ensure that it treats the information entrusted to it with the utmost care. Nonetheless, without prejudice to the applicable legal provisions, the Customer shall notify the Company when sensitive information disclosed to the Company requires special attention and/or is confidential.

12. Data protection

12.1. The Company agrees to provide sufficient guarantees regarding the implementation of appropriate technical and organisational measures to ensure that the processing of personal data meets the requirements of the European General Data Protection Regulation and guarantees the protection of data subjects.

12.2. The Company expressly acknowledges that it performs its activities in accordance with the GDPR and warrants to the Customer that it complies with the provisions of this regulation and, in particular, the provisions of Article 28 of the GDPR on the relations between the data controller and processor.

12.3. The Company refers to its Privacy Policy, which is an integral part of the Agreement between the Parties.

13. Amendments

13.1. The Customer reserves the right to amend all or part of the provisions of these General Terms and Conditions of Sale at the end of the initial term of this Agreement and on each renewal date pursuant to Article 10, providing it notifies the Customer in writing.

13.2. If the Customer objects to the application of the provisions of the new version of the General Terms and Conditions of Sale, the Agreement shall automatically be terminated on the first day of the second month following the date of their communication, unless otherwise agreed by the Parties. Where applicable, the penultimate version of the General Terms and Conditions of Sale shall continue to apply to the contractual relationship between the Customer and the Company up until the date of termination of the Agreement.

14. Communications

14.1. The Parties shall be validly informed or notified in writing by email sent to the email address of the contact person specified on the last 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 via which one Party (or one of its representatives) has interacted during performance of the Agreement.

14.2. Where necessary, the Customer acknowledges that any invoice issued by the Company shall be regarded as having been delivered to the Customer when it is sent by email to the Customer to the address provided by it or to the address habitually used for communication between the Parties.

15. Applicable law and jurisdiction

15.1. The General Terms and Conditions of Sale and any related Agreement shall be subject to Belgian law.

15.2. The Parties agree that any disagreement or dispute between the Parties that cannot be settled amicably shall be settled by mediation. In this regard, the Parties agree to take part in at least one mediation meeting and to vest one person with decision-making powers for that meeting. The mediator (accredited by the Commission fédérale de médiation [Federal Mediation Commission]) shall be chosen by the Parties.

15.3. If no amicable or mediated settlement is reached, any outstanding dispute between the Parties shall be heard by the Brussels enterprise court, French-speaking division.

16. Final provisions

16.1. The fact that the Company does not apply a provision of the General Terms and Conditions of Sale shall not be construed as meaning that it has waived its right to apply it at a later date.

16.2. If one of the provisions of the General Terms and Conditions of Sale is declared null and void, it shall be deemed unwritten, without affecting the validity of the other provisions of the General Terms and Conditions of Sale or of any contractual document concluded between the Parties. To the extent possible, the Parties shall replace the invalidated provision in good faith and in the same spirit.