GENERAL TERMS AND CONDITIONS (v.Sep2008)

1. Description of the assignment: The Client wishes to commission Culture Matters to perform certain services within his company. Culture Matters accept this assignment. The present purchase order/proposal provides an accurate description of these services and of the pricing. Any modification to these services, payment methods or pricing must always be agreed in writing by both parties. Culture Matters reserve the right to specify the consultant to be allocated and to change consultants in the course of the project. Culture Matters provides its services fully independently without any subordinate relationship between the Culture Matters consultants and the client.

2. Payment - Invoicing: The prices due, including VAT, will be invoiced and will be payable within thirty days from the date of invoice. In case of non-payment, a default interest at a rate of 1% per month becomes due on expiry date ipso jure and without prior notification, calculated on the amount of the arrears and VAT, pursuant to Article 1226 and 1229 of the Civil Code (Belgian law).
Any administration charges and costs incurred by the amicable collection by Culture Matters of any arrears and any other loss suffered by Culture Matters as a result of the non-payment, will be charged to the client in full with effect from the 60th day from the date of invoice, with a minimum of 10% of the arrears and VAT or € 100, depending on which amount is greater. This is also pursuant to Article 1226 and 1229 of the Civil Code (Belgian law). In case of non-payment within a period of 15 days from the final due date, Culture Matters has the right to immediately terminate the agreement ipso jure and without any notification at the expense of the Client. In that case, Culture Matters will send the Client a notice of default by registered letter and inform him of the date from which this agreement will be considered as terminated. Any discount granted will be a one-off and does not grant any right to any future entitlement.
Culture Matters reserves the right to charge extra administrative costs if the originally drawn-up invoice is modified at the customer’s request.

3. Information: Culture Matters render the services within the limits of the supplied information and granted powers by the Client. The Client undertakes to supply Culture Matters with all the necessary and relevant information. Culture Matters is not obliged to check the contents, completeness, or correctness of the data supplied by the Client.

4. Liability: Culture Matters will use all reasonable efforts to perform the services. Culture Matters is therefore liable if the Client is able to demonstrate that Culture Matters has not met their obligations as a result of negligence or a faulty course of action. In that case, the client can recover the losses incurred and proven from Culture Matters. The compensation will remain limited to the immediate and direct consequences of the faulty course of action of Culture Matters. The Client does not have the right to claim any compensation for any other damages, such as financial losses in interest or investments or expected gains, consequences of a strike, increase in general costs etc. If possible, Culture Matters will repair the error at their expense. In that case, the Client does not have the right to claim compensation. If the client wishes to exercise his possible right to compensation, he must inform Culture Matters within six days of the occurrence of the alleged error by Culture Matters by registered letter, and this under penalty of the expiry of this right.

5. Force Majeure: Culture Matters will be released from their commitments in the event of force majeure. The following are always considered as cases of force majeure: fire, technical faults, computer downtime and any other situations which seriously hamper the activities of Culture Matters.

6. Confidentiality: Both the Client and Culture Matters will each appoint one or more contact persons. Any request for information and/or supply of information must only take place through the intermediary of these persons. Culture Matters undertakes to treat any information to which they are privy in the course of this contract as strictly confidential. Culture Matters will take all the necessary security measures to ensure the confidentiality of these data.

7. Intellectual property: This contract does not result in any transfer of property or intellectual property between parties.
Each party therefore retains the intellectual property rights on the knowhow, tools, software programs and accessories made known or developed. It is prohibited to sell, pledge or transfer those know how, tools, software programs and accessories to third parties without permission from the other party.

8. Cancellation / date changes:

- Cancellation of (any part of) contract, assignment, training or consultancy (including planned travel time, preparation time, debrief time) up until eight weeks prior to the planned execution or travel date will be subject to payment of 50% of cancelled part of the contract, assignment, training or consultancy.
- Cancellation of (any part of) contract, assignment, training or consultancy (including planned travel time, preparation time, debrief time) from eight to up until including two weeks prior to the planned execution or travel date will be subject to payment of 75% of cancelled part of the contract, assignment, training or consultancy.
- Cancellation of (any part of) contract, assignment, training or consultancy (including planned travel time, preparation time, debrief time) less than two weeks prior to the planned execution or travel date will be subject to payment of 100% of cancelled part of the contract, assignment, training or consultancy.

- Changes of planned execution or travel date of any contract, assignment, training or consultancy (including planned travel time, preparation time, debrief time) can be done free of charge eight weeks prior to the execution date.
- Changes of planned execution or travel date of any contract, assignment, training or consultancy (including planned travel time, preparation time, debrief time) from eight up until including two weeks prior to the planned execution date will be subject to payment of 15% of the original agreed amount of the contract, assignment, training or consultancy.
- Changes of planned execution or travel date of any contract, assignment, training or consultancy (including planned travel time, preparation time, debrief time) from two weeks prior to the planned execution date will be subject to payment of 35% of the original agreed amount of the contract, assignment, training or consultancy.

Changes can be made as often as necessary, which will result in accumulating payment fees.

Any cost made by Culture Matters (e.g. airline tickets, visa cost, hotel accommodation, car hire, conference room reservation, material preparation, online survey's, etc.) which are not redeemable are for the expense of the Client.

9. Duration – termination: The day upon which this contract enters into effect, its duration, the period of notice and possible automatic extensions are stipulated in the purchase order, which constitutes an appendix and an integral part of this agreement. The termination of the contract must be notified to the other party by registered letter. In the absence of specific stipulations, the assignment will commence on receipt of the signed purchase order/proposal. Thus as from that date all performances and occurred costs will be invoiced. The contract will automatically terminate as a result of the demise, the manifest insolvency, the dissolution or the bankruptcy of the Client. In the case of manifest insolvency or bankruptcy the contract will be terminated ipso jure as soon as the payments to Culture Matters are ceased.

10. Law and Competent Court: Both parties will comply with this agreement in good faith. Any dispute in connection with the execution of this contract will be settled by the parties by amicable agreement. If no agreement can be reached, the Court of Brussels will have sole jurisdiction, even in the event of mediation and indemnification and in the case of several defendants. This agreement is governed by Belgian law.

11. Precedence: In the event of conflict between these general conditions, the purchase order and/or the proposal, the following rules of priority shall apply: 1st these general conditions 2nd the purchase order 3rd the proposal.

Ondernemingsnummer / VAT number: 0806.928.251
Officiele benaming / statutory name: SCRIM bvba
Handelsbenaming / company working name: CULTURE MATTERS