General Terms and Conditions of Sale

 

1. Introduction

1.1 Scope - The present General Terms and Conditions of Sale ("GTC") apply exclusively and definitively to all Services for which the Client has engaged DefenseWise SRL and are deemed to be read, understood, and accepted without reservation by the Client, unless the Client has indicated in writing to DefenseWise SRL its total or partial refusal of these GTC within seven days of receipt.

1.2 Duration - The Contract begins on the date of signing the engagement letter. It will continue until it is terminated in accordance with the terms of the Contract.

1.3 Interpretation - The terms and expressions used in the Contract shall have the following meanings :  

Assets - The pre-existing assets of DefenseWise SRL, including materials, documents, software, skills, know-how, processes, methods, or other intellectual property created, invented, or developed by DefenseWise SRL, as well as any modifications, derivatives, or improvements thereof.​

Schedule(s) - Any document attached or referenced in the Contract, which forms an integral part of the agreement between the Parties. 

Client - The other Party with whom DefenseWise SRL enters into a Contract.

Contract - The agreement between the Client and DefenseWise SRL, including the engagement letter and any Schedules, including the GTC. 

Privacy Statement - The statement of DefenseWise SRL available on its website (www.defense-wise.com), regularly updated, which describes the purposes of collecting and using Personal Data by DefenseWise SRL and provides information on individual’s rights.

Personal Data - as defined in the GDPR.

Data Protection Legislation - the General Data Protection Regulation (EU) 2016/679 (“GDPR”), including national legislation implemented under the GDPR, such as the Belgian law of July 30, 2018, on the protection of individuals with regard to the processing of personal data, as amended from time to time.

Deliverable - The result(s) of the Services.

Parties - Collectively refers to the Client and DefenseWise SRL (each individually referred to as a "Party").

Services - The services to be provided by DefenseWise SRL, as defined in the Contract.

2. Services

2.1 Services - DefenseWise SRL commits to deploying reasonable skills and care in providing the Services and preparing any Deliverable, which shall be considered as an obligation of means. DefenseWise SRL expressly disclaims any express or implied warranty of results regarding the Services provided. The Client confirms that the scope of Services specified in the Contract (and particularly in any Purchase Order) is sufficient for its needs. For all aspects not included within the scope of the Services, it is the Client's responsibility to seek independent expert advice. The Services are provided exclusively to the Client for the purposes described in the Contract or in the relevant Deliverable. The Service will only be considered accepted by DefenseWise SRL upon written confirmation from DefenseWise SRL and in accordance with that confirmation.

2.2 Deliverables - The Client may not disclose a Deliverable to a third party, except (i) as stated in the Contract, (ii) with the prior written consent of DefenseWise SRL, (iii) as required by law or regulation, or (iv) to its legal advisors or affiliates, provided that the Client ensures that they acknowledge that DefenseWise SRL will not accept any liability or obligation towards them and that no further disclosure may be made by these parties. The Client agrees to be liable towards DefenseWise SRL for any damage resulting from a breach of this clause by the Client or by any receiving parties mentioned, as if it constituted a breach on the Client's part.

2.3 Disclaimer - DefenseWise SRL expressly disclaims any responsibility, obligation, or duty of care to anyone other than the Client in connection with the Services. The Client agrees to indemnify and hold DefenseWise SRL harmless from any claim, damage, or liability (including legal fees) arising from a third party in relation to the Services provided.

2.4 Amendments - Each Party may request an amendment of the Services or the Contract. An amendment will only be effective when agreed in writing through a revised and signed Contract or a new Purchase Order signed and attached to the Contract.

2.5 Responsibilities - DefenseWise SRL will perform the Services in accordance with ethical good practices, taking into account the relevant laws and regulations applicable during the execution of the Contract. DefenseWise SRL shall not be held liable for the effects of any future amendments — with possible retroactive effects — to these laws and regulations, nor shall it be considered responsible for the consequences of any insufficiency, fault, or breach committed before DefenseWise SRL's intervention.

2.6 Scope of Services - During the execution of the Services and unless otherwise agreed, DefenseWise SRL does not undertake to detect or accept responsibility for the detection of fraud or other wrongful acts. Unless otherwise agreed, DefenseWise SRL will not verify the accuracy and completeness of the information provided by the Client, nor will it verify the reliability of deeds, contracts, inventories, invoices, and other supporting documents entrusted to or made available to DefenseWise SRL by the Client.

2.7 Oral advice and non-final Deliverables - The Client may only rely on final written Deliverables and not on oral advice, draft Deliverables, or other information. Upon the Client's request, DefenseWise SRL will confirm whether an oral advice is final and can be relied upon by the Client.

2.8 Delivery conditions - The Services will be performed in accordance with the service schedule confirmed by DefenseWise SRL, unless otherwise agreed in writing between the Parties thereafter. The Services will be considered compliant if they meet the objectives and Deliverables outlined in the confirmed service schedule. Delivery dates are provided for informational purposes only and are never legally binding on DefenseWise SRL, unless otherwise agreed in writing by DefenseWise SRL. In the absence of firm delivery dates, delays in delivery do not entitle the Client to refuse acceptance of the Services, to terminate or cancel the order, or to claim damages.  

3. Client Responsibilities

3.1 Information - The Client agrees to provide DefenseWise SRL with accurate and complete information in a timely manner. The Client must also ensure that it has obtained the necessary rights, consents, and authorizations to disclose to DefenseWise SRL any information, material, or software from third parties in connection with the Contract.

3.2 Interdependence - If the performance of DefenseWise SRL depends on the Client fulfilling certain obligations provided for in the Contract (e.g. assumptions), DefenseWise SRL shall not be held liable for any losses resulting from the Client’s failure to meet these obligations.

4. Fees

4.1 Payment for Services - The Client agrees to pay DefenseWise SRL for its Services. Any estimate provided by DefenseWise SRL to the Client is indicative and non-binding.

4.2 Fee calculation - The fees of DefenseWise SRL are not solely based on the time spent on Services and/or Deliverables but also on factors such as the complexity and urgency of the work, the inherent risks, as well as the techniques and skills required. Fees may include travel time dedicated to Services, which cannot be productively used for other purposes.

4.3 Hourly Rate - DefenseWise SRL’s hourly rates may be periodically adjusted based on the inflation rate and can be requested by the Client at any time. The rates for the Services are those in effect at the time DefenseWise SRL issues its offer, but DefenseWise SRL reserves the right, at its sole discretion, to adjust the rates for any unconfirmed and/or future transaction.

4.4 Expenses - The Client agrees to reimburse reasonable expenses incurred by DefenseWise SRL in connection with the Services.

4.5 Taxes - The Client must also pay all taxes, including VAT, related to the Services and/or Deliverables. The Client agrees to pay the full amount of any invoice, regardless of deductions that may be required by law.

4.6 Deposit - At the start of the Contract, DefenseWise SRL may invoice a deposit for the Services and/or Deliverables.

4.7 Payment terms - Invoices must be paid within thirty (30) days from the invoice date, unless otherwise stated in writing by DefenseWise SRL. Services must be paid by bank transfer to the bank account designated by DefenseWise SRL. Unpaid invoices after the due date will automatically, without prior notice, incur late interest at the legal rate determined by the Belgian law of August 2, 2002, until the debt is settled. Additionally, DefenseWise SRL is entitled to a flat-rate compensation of fifteen percent (15%) of the amount due, without prejudice to the application of Article 6§2 of the Belgian law of August 2, 2002. Regardless of these provisions, DefenseWise SRL reserves the right to claim compensation for actual losses suffered and to suspend the performance and/or delivery of any ongoing Client orders until sufficient solvency guarantees are provided by the Client.

4.8 Detailed invoice - The Client may request a breakdown of the Services and/or Deliverables invoiced, unless a fixed price has been agreed upon. If such a fixed price is established for several years, an annual indexing percentage based on the inflation rate will be applied.

4.9 Purchase Order - Payment of DefenseWise SRL fees will not depend on the issuance of a purchase order but will be subject solely to the terms of this Contract. If a purchase order is required by the Client’s internal procedures, the Client is solely responsible for issuing the purchase order within the required timeframe.

5. Confidentiality

5.1 Confidential Information - DefenseWise SRL and the Client agree to handle confidential information related to the Services. The receiving Party agrees not to disclose such information, except in the following cases: (i) if permitted by the Contract, (ii) if necessary for the performance of the Services or the Contract, (iii) if requested by the disclosing Party, or (iv) if required by law or regulation.

5.2 Exceptions - Confidential information does not include information that (i) was already known to the receiving Party prior to its disclosure, (ii) was independently developed by the receiving Party without use of or reference to Confidential Information, or (iii) becomes public without breach of the Contract or is lawfully obtained from a third party.

5.3 Services to others - The Client acknowledges that DefenseWise SRL may provide services to the Client’s competitors or to other parties whose interests may conflict with those of the Client, as long as DefenseWise SRL does not disclose the Client’s Confidential Information and adheres to usual ethical obligations.  

5.4 Documents - DefenseWise SRL may retain copies of all documents relevant to the Services, including those provided by or on behalf of the Client.

6. Intellectual property  

6.1 The Client retains ownership of all intellectual property rights related to the assets it provides to DefenseWise SRL in the course of delivering the Services.

6.2 DefenseWise SRL retains ownership of all intellectual property rights concerning its Assets, its Deliverables, and any other products developed in the course of delivering the Services. However, the Client is granted a non-exclusive, non-transferable license, limited to internal use (unless otherwise agreed between the Parties), to use DefenseWise SRL's Assets integrated into the Deliverables as well as the Deliverables themselves. DefenseWise SRL's Services contain and/or are marketed under names, logos, and distinctive signs that are either registered trademarks or protected by intellectual property rights belonging to DefenseWise SRL and/or third parties. The use, reproduction, or representation in any form, in whole or in part, of these names, logos, or distinctive signs is strictly prohibited without the prior written consent of DefenseWise SRL and/or these third parties.

7. Data protection

7.1 Personal Data - In the event of the processing of Personal Data in the course of the Services, the Client and DefenseWise SRL agree to comply with Data Protection Legislation.

7.2 Privacy Statement​ - DefenseWise SRL​ Privacy Statement  , available on its website (www.defense-wise.com), describes how it processes Personal Data in the course of its activities, the recipients to whom it transfers such data, the purposes of this processing, the legal basis, the retention period, as well as the rights of the data subjects in relation to DefenseWise SRL and the methods for exercising these rights. If the Client is a legal entity, it confirms to DefenseWise SRL that (i) the data is accurate, complete, and up-to-date, and (ii) the data subjects have been duly informed of the processing of their Personal Data by DefenseWise SRL, as described in the Privacy Statement, as well as their rights related to this processing. With each transfer of Personal Data to DefenseWise SRL in the context of their business relationship, the Client confirms that it has the legal basis for such transfer and has processed the data in compliance with Data Protection Legislation.​

8. Liability

8.1 Specific types of loss - DefenseWise SRL cannot be held liable for (i) the loss or corruption of data in the Client's systems, (ii) the loss of profits, goodwill, business opportunities, savings, or anticipated benefits, or (iii) any indirect, punitive, special, exemplary, or consequential losses or damages.​

8.2 Limitation of Liability - The total liability of DefenseWise SRL (including interest) for all professional faults or errors committed in the context of the Contract is limited to twice the amount of its fees for the Services in question that give rise to the liability.

8.3 Unlimited Liability - Nothing in the Contract shall limit a Party's liability for (i) death or personal injury caused by that Party's negligence, (ii) fraud or intentional misconduct by that Party, or (iii) any other situation that cannot be limited or excluded by law.

8.4 Proportionality - In no event shall DefenseWise SRL be liable for more than the portion of the Client’s losses, damages, or liabilities that are directly and exclusively caused by DefenseWise SRL in the course of the Services giving rise to a claim under the Contract.

8.5 Limited warranty and remedies - DefenseWise SRL warrants only that the Services provided hereunder will conform to the agreed descriptions and/or Deliverables and that they will be undertaken using the best efforts and professional knowledge of DefenseWise SRL. The Client's exclusive remedy and DefenseWise SRL's sole liability for any claim of any nature are expressly limited either to the re-performance within a reasonable time of the Services found to be non-conforming to the warranty or, at DefenseWise SRL's option, to a cash refund or free services not exceeding the amount actually paid by the Client for the specific services found to be non-conforming to the warranty. Such re-performance or refund is subject to the Client notifying DefenseWise SRL that the Services are not conforming to the warranty within thirty days from the date of delivery of the Services. If the Client fails to provide such prior notification within the specified timeframe, they waive any claim hereunder regarding those Services.

9. Termination

9.1 Termination with immediate effect - Each Party may terminate the Contract immediately by sending a registered letter to the other Party if (i) the latter substantially breaches the Contract and fails to remedy this breach within fourteen (14) working days, (ii) the latter is or appears to be unable to pay its debts or becomes insolvent, or (iii) the performance of the Contract (including the application of any pricing arrangement) could violate a legal or regulatory requirement.

9.2 Termination with notice - Each Party may terminate the Contract with thirty days' notice, notified by registered letter.​

9.3 Fees due - The Client agrees to pay DefenseWise SRL for all Services provided up to the date of termination. When a fixed fee has been agreed upon for the Services, the Client agrees to pay DefenseWise SRL for the Services performed based on the time spent, according to DefenseWise SRL prevailing hourly rates, and up to the amount of the fixed fee.

10. Dispute resolution

10.1 Dispute resolution - In the event of a dispute related to the Contract, the Parties agree to attempt to resolve it through good faith discussions and negotiations before initiating any legal proceedings.

10.2 Applicable law and jurisdiction - The Contract and any disputes arising therefrom, whether contractual or otherwise, shall be governed by Belgian law without regard to its conflict of laws rules and shall fall under the exclusive jurisdiction of the courts of Liège, where the Client expressly agrees to elect domicile for the purposes of its transactions with DefenseWise SRL. The application of the United Nations Convention on Contracts for the International Sale of Goods made in Vienna on April 11, 1980, is specifically excluded herein.

10.3 Limitation period - Any claim must be brought within one year from the date on which the claimant becomes aware, or should have reasonably become aware, of the facts giving rise to the claim.

11. General  

11.1 Force Majeure - DefenseWise SRL shall not be held liable for failing to fulfill its obligations due to circumstances beyond its reasonable and foreseeable control (a “Force Majeure Event”), including, but not limited to, war, natural disasters, terrorist attacks, illnesses, as well as epidemics and pandemics. If an event cannot be considered a Force Majeure Event, but DefenseWise SRL can demonstrate that (i) the continued performance of its contractual obligations has become excessively unfair or detrimental due to an event beyond its reasonable and foreseeable control and (ii) that event or its consequences could not have been reasonably avoided, the Parties shall endeavor to agree, within a reasonable time from the invocation of this clause, on alternative contractual terms to remedy this unfairness or detriment.​

11.2 Entire Agreement - The Contract constitutes the entire agreement between the Parties regarding the Services. It supersedes any prior agreements, representations, or discussions.

11.3 Assignment - No Party may assign, transfer, or delegate its rights or obligations, claims, or claim proceeds arising from the Contract without the prior written consent of the other Party. Any assignment made without such consent shall be considered null and void. However, DefenseWise SRL may transfer its rights and obligations under this Contract to a successor or assignee of all or part of its business.

11.4 Invalidity - If any provision of the Contract is deemed invalid or unenforceable, in whole or in part, that provision (or the relevant part, if applicable) shall be considered as not forming part of the Contract. In any event, the validity and enforceability of the remaining provisions of the Contract shall not be affected.

11.5 Survival - The provisions of the Contract that, by their nature, are intended to survive termination or expiration of the Contract shall continue to apply and remain in effect.

The present version of the general terms and conditions of sale of DefenseWise is dated October 2024.