General Terms

01. INTRODUCTION

The legal relationship between neeoo NV, with registered office at 1702 Groot-Bijgaarden, Alfons Gossetlaan 40, registered with the CBE and VAT register under number BE 1042.011.315, email: info@neeoo.com, IBAN BE47 0689 6020 8380, BIC GKCCBEBB (hereinafter “neeoo”) and the Client as identified in the Statement of Work (hereinafter the “SOW”), is governed by the SOW, supplemented by these General Terms (hereinafter the “Terms”), together the “Agreement”. These Terms apply to every service provided by neeoo. The application of the general or special terms of the Client is expressly excluded. In the event of conflict between these Terms and the SOW, the SOW prevails. Verbal commitments bind neeoo only after written confirmation by neeoo.

The Agreement is concluded as soon as the SOW is signed by both parties. A scanned or electronic signature has the same value as a handwritten signature. Quotations and price offers are without obligation and lapse after thirty (30) calendar days, unless the SOW provides for a different period of validity.

By signing the SOW, the signatory confirms that it has the necessary power of representation and legal capacity to bind the Client. If it later appears that such power was lacking, the signatory is personally bound by the commitments entered into on behalf of the Client.

02. DEFINITIONS

03. TERM

The duration of the project and the involvement of neeoo are determined in the SOW, including the start date, the calendar years, the tacit renewal and the notice period. If the SOW is silent on this, the Agreement applies for the duration of the assignment entrusted.

04. AFFILIATED ENTITIES

If affiliated entities (sister companies, subsidiaries, etc.) wish to use the Services of neeoo, they conclude a separate Agreement (SOW) with neeoo for that purpose. Each SOW applies exclusively to the entity signing it and to the assignment described therein.

05. FEES AND INVOICING

The fee is determined in the applicable SOW and may consist of a success fee, a degressive success fee per calendar year, a fixed fee or a tiered fee based on savings brackets. The fee may be agreed separately for each selected Service. Invoices are sent electronically. The payment term is thirty (30) days from the invoice date unless the SOW provides otherwise. In the event of non-payment on the due date, the invoice amount is increased by operation of law and without prior notice of default by interest equal to one percent (1%) per month, calculated on the outstanding amount, with every month commenced counting as a full month, plus fixed damages of ten percent (10%) of the amount of the unpaid invoices, with a minimum of one hundred and fifty euro (€150.00) as a contractual damages clause. All collection costs are also borne by the defaulting Client. neeoo reserves the right to suspend ongoing services in the event of non-payment. The Client acknowledges that the fee remains due for all Savings resulting from the Services provided by neeoo, whether realised during or after the performance of the Agreement. The Client shall not implement any measures identified by neeoo without paying the agreed fee.

The costs of external studies required to substantiate a Service, such as benchmark studies and transfer pricing studies (TP studies), are borne entirely by the Client. These costs are not included in neeoo's fee and are either invoiced separately or paid directly by the Client to the service provider concerned. neeoo will inform the Client in advance of the need for such studies and of their estimated cost.

06. PERFORMANCE AND IMPLEMENTATION

In performing the assignment, neeoo will inform the Client of its recommendations and assist with the implementation as described in the scope of the SOW. The Services constitute a best-efforts obligation and imply no guarantee of obtaining or retaining tax, para-fiscal or financial benefits.

The Services are deemed accepted once they have been delivered in accordance with the SOW, unless the Client notifies neeoo in writing and in detail of any shortcomings within fifteen (15) calendar days of delivery.

In the event of a valid notice of non-acceptance, neeoo will investigate the reported shortcomings as soon as possible and remedy them insofar as they are attributable to neeoo. If the Client still identifies shortcomings after remediation, it shall notify neeoo in writing within fifteen (15) calendar days. The Client remains responsible at all times for verifying the conformity of the Services provided.

07. FACILITATION

The Client makes available all necessary information, software and equipment. The Client undertakes to provide neeoo with all relevant information as quickly as possible and to ensure that it is adequate, truthful and complete. If the Client does not inform neeoo of the Savings realised, neeoo may assume that the Savings were realised as a result of the Services provided.

08. LIABILITY

neeoo undertakes to deploy all reasonable means so that the Services meet the requirements and specifications described in the SOW. neeoo is not liable for damage resulting from the Client's failure to perform the Agreement, nor for damage caused by an act of the Client or a third party. The Client is responsible for the accuracy and completeness of the information provided to neeoo. The provision of services constitutes a best-efforts obligation. Save for liability imposed mandatorily by law, neeoo is liable only for damage caused by its intent or gross negligence. neeoo is in no event liable for indirect damage, including but not limited to consequential loss, loss of profit, lost savings, lost opportunities, reputational harm, business interruption or damage to third parties.

Insofar as the liability of neeoo is established, its total liability is limited to the amount paid out by the professional liability insurance or, in the event of refusal of cover, to the fee paid by the Client for the assignment concerned. If a Saving is rejected following a tax audit without this resulting from inaccurate or incomplete information from the Client, and neeoo has been able to defend the file, the fee invoiced by neeoo will be credited pro rata.

09. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights relating to materials which neeoo uses or develops in the preparation or performance of the Agreement, including methodologies, analyses, reports, models and software, are and remain the property of neeoo.

For tools and/or documents created specifically for the Client, the Client obtains a non-exclusive, non-transferable right of use for internal business purposes. This right of use does not include the right to copy, modify, commercialise or make available to third parties these materials without the prior written consent of neeoo. Making them available does not result in any transfer of intellectual property rights.

10. CONFIDENTIALITY

The parties undertake to strictly protect the confidentiality of all information they receive from each other in the context of the preparation and performance of the Agreement, including but not limited to commercially sensitive business information, financial data, client data, working methods and technical information. This obligation applies to all oral, written, electronic or other forms of information that may be regarded as confidential or that the disclosing party has expressly designated as confidential.

The parties will use this confidential information exclusively for the performance of the Agreement and will not disclose it to third parties without the prior written consent of the other party. Confidential information may only be disclosed to subcontractors or staff if this is strictly necessary for the performance of the Agreement and they are also bound by an equivalent confidentiality obligation. The receiving party will take all necessary measures to prevent unauthorised disclosure and will immediately inform the other party in writing in the event of loss of or unauthorised access to confidential information.

The parties undertake, both during performance and after termination of this Agreement, to maintain the confidential nature of this information and to refrain from harming the name and reputation of the other party.

This confidentiality obligation does not apply to information which (i) was or becomes publicly available without breach of this Agreement, (ii) was lawfully in the possession of the receiving party prior to disclosure, (iii) is lawfully obtained from a third party without a confidentiality obligation, or (iv) must be disclosed under a legal obligation, provided that the receiving party informs the other party in writing in advance.

The confidentiality obligation remains in force for the full term of the Agreement and for three (3) years after termination, regardless of the reason for termination. For information qualifying as a trade secret, it remains in force for as long as that information enjoys such legal protection. If the parties conclude a separate non-disclosure agreement, that agreement prevails over this article.

11. EXCLUSIVITY

For the selected Services and the calendar years stated in the SOW, neeoo acts on an exclusive basis. The Client shall not engage another service provider for the same measures, nor carry them out internally, without prior written agreement, and shall inform neeoo without delay if other service providers are involved. Any Saving within that scope is deemed to result from the involvement of neeoo, with the exception of what is expressly excluded in the SOW.

12. REFERENCES

neeoo may mention the name and logo of the Client as a reference, unless the Client objects in writing. Such mention does not constitute a breach of article 10.

13. INVALIDITY

Any nullity, invalidity or unenforceability of any provision of these Terms, and more generally of the provisions governing the legal relationship between the parties, for whatever reason (in whole or in part), shall in no way affect the validity of the other clauses of these Terms. The remaining provisions therefore remain fully applicable. The clause declared void shall, as far as possible, be replaced by a clause approximating as closely as possible the (economic) intent of the void clause.

14. WAIVER

The failure by neeoo to invoke a right or to apply a sanction does not in any way constitute a waiver of that right.

15. TERMINATION

If one of the parties becomes aware of a gross fault or material breach of the Agreement by the other party, it shall notify the defaulting party in writing within fifteen (15) days. If the defaulting party has not taken appropriate measures to remedy the breach within thirty (30) days of receipt of that notice, the aggrieved party may terminate the Agreement with immediate effect. The rights of neeoo, including the fees due for the Services provided, remain fully applicable.

Upon termination, the Client shall return to neeoo within fourteen (14) days all documents, tools and confidential information made available to it.

neeoo is further entitled to terminate the Agreement with immediate effect and without prior notice, by registered letter, in the event of bankruptcy, liquidation, suspension of payments or impairment of the Client's creditworthiness, or if there are well-founded reasons to doubt the Client's ability to meet its obligations on time. In that case, all outstanding amounts become immediately due and payable.

16. ASSIGNMENT

Neither party is entitled to transfer its rights and/or obligations, in whole or in part, to a third party without the prior written consent of the other party.

17. AMENDMENT

neeoo may amend or supplement these Terms. The Client is notified in writing of every amendment. The amended Terms apply exclusively to SOWs signed after the date of notification; for ongoing SOWs, the version in force at the time of signature continues to apply.

18. FORCE MAJEURE

With the exception of payment obligations, the parties cannot be held liable for delays or failures in the performance of the Agreement if these result from force majeure, being facts or circumstances beyond the control of one of the parties, which were unforeseeable and could not be avoided, including but not limited to illness or unavailability of key personnel, exceptional weather conditions, strikes affecting the delivery of services, epidemics and pandemics, natural disasters, and blocking of the computer, IT or telecommunications system.

If one of the parties is affected by a force majeure situation, it must immediately inform the other party in writing, stating the cause and the expected duration. In the event of force majeure, the parties may suspend performance of the Agreement for the duration of that event, or terminate it if the force majeure continues for more than two months. In that case the Client is obliged to compensate neeoo for the Services already provided, without any damages being due.

19. JURISDICTION AND GOVERNING LAW

Any dispute is subject to Belgian law. The Dutch-speaking Enterprise Court of Brussels has exclusive jurisdiction. The application of the Vienna Sales Convention (CISG) is expressly excluded.

20. ELECTION OF DOMICILE

neeoo elects domicile at its registered office. The Client elects domicile at the address provided to neeoo in the SOW.Any communication will be validly made to the postal and electronic addresses provided by the parties.

21. ANTI-MONEY LAUNDERING

neeoo is required to apply the legislation on preventing the use of the financial system for money laundering. In this context, the Client undertakes to communicate all required information and documents correctly.

22. CORRUPTION

For the duration of the Agreement, each Party undertakes to comply with all applicable anti-corruption legislation and to take the necessary steps.

23. CROSS-BORDER ARRANGEMENTS

Insofar as the applicable DAC6 legislation obliges neeoo to report cross-border arrangements to the Belgian tax authorities, neeoo will comply with that obligation. In all other cases, the reporting obligation rests with the Client.

24. PROCESSING AND PROTECTION OF DATA

In accordance with the General Data Protection Regulation (GDPR), the parties process each other's personal data (of contact persons and staff) for contract management, including administration, follow-up of assignments and invoicing. The processing is based on article 6.1.b (performance of the contract) and 6.1.f (legitimate interests) GDPR. Processing takes place within the European Economic Area. Personal data are retained for the period necessary to comply with legal requirements, including in the field of accounting. Insofar as neeoo processes personal data on behalf of the Client in performing the Services, the parties conclude a separate Data Processing Agreement, which forms an integral part of the Agreement.

Data subjects have the right at all times to access, rectification, erasure, restriction of processing, data portability and objection to direct marketing. Requests are addressed in writing, dated and signed, to the respective Party. In the event of doubt about the identity of the data subject, additional identification may be requested.

All personal data are treated confidentially and are not passed on to third parties without a lawful basis. neeoo will take appropriate technical and organisational measures.

For more information on the privacy policy, neeoo refers to the privacy statement available at www.neeoo.com/privacy.

25. MANDATE AND POWER OF ATTORNEY

The Power of Attorney granted by the Client to neeoo under the Agreement qualifies as a special contract of mandate within the meaning of articles 1984 et seq. of the former Belgian Civil Code. neeoo thereby acts as agent of the Client (principal) for the acts described in the Power of Attorney and the SOW, and this exclusively vis-à-vis the administrations and procedures designated therein. The contract of mandate is concluded at the moment both the SOW and the Power of Attorney have been signed by both parties. neeoo undertakes to perform the acts entrusted to it as a diligent agent, deploying all reasonable means that can be expected of it in the given circumstances. The provision of services under the Power of Attorney constitutes a best-efforts obligation. Without prejudice to mandatory legal provisions, the liability of neeoo as agent is limited to damage resulting directly from its intent or gross fault in performing the acts entrusted to it. neeoo is not liable for damage resulting from inaccurate, incomplete or late information provided by the Client.

The Client undertakes to provide neeoo in good time and in full with all information, documents and data necessary for the proper performance of the mandate. neeoo is entitled to suspend performance of the acts entrusted to it for as long as the Client has not met this obligation, without any liability arising for neeoo.

In accordance with article 2004 of the former Belgian Civil Code, the Client may revoke the Power of Attorney at any time. The revocation must be notified to neeoo in writing observing a notice period of thirty (30) calendar days, counting from the date of receipt of the written notice of revocation by neeoo. Acts validly performed by neeoo before the effective date of revocation remain fully valid and bind the Client. The Client remains liable for the agreed fee in respect of those acts.

The revocation or termination of the Power of Attorney does not affect the further performance of the Agreement insofar as the services of neeoo do not depend on the Power of Attorney. In that case, the other provisions of the Agreement remain fully applicable.

For services in respect of which neeoo must log in on behalf of the Client to the online platforms of FPS Finance (including Finprof), the activation of a separate digital mandate in the Mandates application of FPS Finance (via MyMinfin/CSAM) may be required in addition to the signing of the paper Power of Attorney. neeoo will verify for each selected service whether the activation of a separate digital mandate is required and will inform the Client thereof in writing in good time, including the scope of the access which the digital mandate grants to neeoo. The Client undertakes to take the necessary steps to activate the required digital mandate at the first request of neeoo.

neeoo is entitled to sub-delegate specific, defined tasks to carefully selected external staff or specialised partners, insofar as this is necessary for the proper performance of the services entrusted to it. neeoo remains liable in all cases for the acts of the sub-delegate in accordance with article 1994 of the former Belgian Civil Code, unless the Client has expressly and in writing agreed to the appointment of a specific third party as sub-delegate. Confidential information of the Client shared with a sub-delegate falls under the confidentiality obligations of article 10 of these Terms.

26. END · GENERAL TERMS

The applicable Statement of Work, together with these General Terms, constitutes the entire Agreement between the parties and replaces all earlier arrangements, oral or written, relating to the same subject matter. In the event of conflict, the Statement of Work prevails.