as of 08.06.2020

A. General Terms and Conditions

1. Definitions

General Terms and Conditions:

the present general terms and conditions (articles 1-13);

Special Terms and Conditions: the terms and conditions specific to certain services of Freestone and which apply to those services to which they relate in addition to the General Terms and Conditions (set out below from article 14);

Freestone: Freestone NV, with registered office at 1780 Wemmel, De Hene 10, registered in the CBE under number: 0887.436.073, consisting of the following departments;

Freestone Advisory: for those needing advice and support in terms of space & building management, facility services and tools.
Freestone Academy: a unique training platform for our staff and customers.
Freestone People: for flexible HR solutions in real estate, building and facility.

Client: the client of Freestone;

Candidate: the natural person who is a candidate for a vacancy published by Freestone and who has submitted their details to Freestone by registering on the website or in another way.

2. General

Unless otherwise agreed in writing, the present General Terms and Conditions apply to any offer, quotation, service, invoice, order and any agreement between Freestone and the Client, irrespective of whether the Client's domicile or registered office is in Belgium or abroad, and irrespective of whether the order is to be carried out in Belgium or abroad. Commissioning an order or relying on the services of Freestone means that the Client understands the present General Terms and Conditions, takes note of them, accepts them without reservation and is bound by them.

The general and/or other terms and conditions of the Client shall only be valid if expressly accepted by Freestone in writing. In the event of any discrepancy between the Client's general terms and conditions thus accepted and these General Terms and Conditions, the latter shall prevail.

3. Offers and quotations

a) Offers and quotations from Freestone are valid for 60 days from the date indicated on the document, unless expressly stated otherwise in writing and must be confirmed in writing.

b) The indicated prices and services are based on the data and information provided by the Client to Freestone.

The Client undertakes to provide in a complete, appropriate and punctual manner all information which Freestone deems necessary or which the Client is deemed to know to be necessary for the services of Freestone, and to draw up an offer or quotation.

If certain information provided by the Client, which is relevant to setting the price and/or service, turns out not to correspond with reality, Freestone shall be entitled:

i) to a unilateral and corresponding modification in the agreed prices and/or services, or at Freestone's discretion,

ii) to dissolve the agreement by operation of law at the expense of the Client if the performance of the modified order proves impossible, without Freestone being liable to pay any compensation whatsoever to the Client. In the event of dissolution, Freestone may, at the expense of the Client, claim the compensation provided for in article 2 e) of the present General Terms and Conditions.

c) Any services provided by Freestone in addition or modification and on the instructions of the Client (which in the case of recruitment and selection by Freestone People is the case, among other things, when modifying the profile of the required candidate) shall, based on the usual tariffs (junior profiles 95 EUR, medior profiles 110 EUR, senior profiles 125 EUR) be charged extra to the Client, unless expressly specified otherwise in the offer or quotation.

The Client accepts that the services for modifications or additional work may affect the agreed (indicative) delivery dates.

d) Communicating prices, tariffs, delivery terms and conditions is purely indicative and does not constitute a commitment on the part of Freestone, as long as they have not been expressly confirmed in writing by Freestone.

The concrete timing agreed in the agreement between the Client and Freestone shall be aimed for by Freestone as much as possible, but shall not constitute an obligation of results, unless expressly stipulated otherwise. However, failure to respect the timing shall not entitle the Client to dissolve the agreement, to suspend its payment obligation or to any compensation whatsoever.

e) Modification or cancellation by the Client of an order accepted by Freestone may only take place with the prior written consent of Freestone. In the event of unilateral cancellation of the order by the Client, the Client shall be liable to Freestone, except in the cases provided for in Article 11 of these General Terms and Conditions, for fixed compensation equal to 25% of the agreed price for the normal duration of the agreement, subject to Freestone's right to a higher compensation, on condition of proof of higher actual damage.

f) Once an order is completed, the Client shall, at Freestone's request, be provided with a certificate of proper performance, whereby the Client undertakes to provide the necessary cooperation to complete and sign it, to demonstrate to Freestone that the order has been successfully completed.

4. Invoicing and payment

A. Sales invoices

a) Sales shall be invoiced at the prices and conditions stated in the order confirmation or agreement. Unless otherwise agreed, prices are always quoted in euros, exclusive of VAT, and any and all taxes or charges shall be borne by the Client.

b) Freestone invoices are payable within 30 (thirty) days of the invoice date at Freestone's registered office.

c) Any dispute relating to the invoice must be alerted to Freestone in writing, stating the reasons, within eight days of the invoice date, failing which the invoice shall be deemed accepted. The fact that an invoice has been challenged, however, does not suspend the payment obligation on the part of the Client. All payment, collection and dispute costs shall be borne by the Client.

d) In the event of total or partial non-payment on the due date of the invoice, the outstanding invoices shall automatically and without prior notice incur default interest of 12% per annum. Moreover, in the event of total or partial non-payment of a debt on the due date without any valid reason, the balance of the debt will be increased by a fixed compensation of 10% of the outstanding principal amount, with a minimum of €75 and a maximum of €2,500.00, even in the event of the granting of periods of grace and without prejudice to Freestone's right to claim higher compensation subject to proof of higher damage actually incurred. In addition, and without prejudice to the right to reimbursement of legal costs, Freestone shall be entitled to reasonable compensation by the Client for all relevant collection costs incurred due to non-payment.

e) In the event of non-payment on the due date of a single invoice (i) Freestone shall also be entitled, in addition to the possibilities provided for in article 9 of these General Terms and Conditions, without prior notice of default or compensation, to suspend the Client's other orders until full payment of the invoice; and (ii) all other claims on the Client that have not yet matured shall become immediately due and payable by operation of law and without prior notice of default.

f) Freestone shall have the right to apply set-off and to offset any debts of Freestone vis-à-vis the Client against any debts of the Client vis-à-vis Freestone.

g) Each payment shall be deemed to be a payment of any interest and/or costs due and then a payment of the oldest outstanding invoice, regardless of whether or not it was explicitly stated otherwise at the time of payment.

B. Purchase invoices

a) Freestone shall pay invoices from its regular suppliers within 30 days of the invoice date, unless otherwise agreed in advance.

b) Any late payment by Freestone shall only give rise to the payment of interest if payment is not made within 8 working days after prior written notice of default by the supplier.

5. Confidentiality

a) The Client is obliged to keep confidential and not to disseminate all information that becomes known to it within the framework of the agreement between the parties concerning the company and/or the services of Freestone, in any form whatsoever (documents, oral and written information, etc.), including know-how, documentation, manuals, commercial information, conceptual proposals, working methods, etc., and to demand the same from staff members and/or third parties involved in the execution of the agreement.

b) With regard to the obligations set out in this article, the Client shall make every effort to protect the persons appointed by it and guarantees that the Client has imposed an appropriate confidentiality obligation on the persons appointed by it.

c) The confidentiality obligation shall continue to apply after termination of the agreement with Freestone.

d) Unless otherwise agreed in writing, Freestone shall be entitled to use the Client as a reference for marketing and commercial purposes without having to request the Client's express consent. Acceptance of these General Terms and Conditions shall constitute consent.

6. Data protection

a) The data provided by the Client and the data of Candidates shall be processed by Freestone in accordance with Freestone's Privacy Statement, which can be consulted on the Freestone website (https://freestone.be/en/privacy-statement) of which the Client declares having taken note and accepted.

7. Intellectual property rights

a) All intellectual property rights relating to the services of Freestone as well as all reports, models, exercise material, preparations, designs, sketches, work documents, drawings, studies, research results, experiments, data, software, know-how and any other intellectual creation developed and/or used in preparation or execution of the agreement between Freestone and the Client, or resulting therefrom, shall accrue solely to Freestone or its suppliers.

Freestone's services do not involve the transfer of intellectual property rights. A right of use granted to the Client is limited to the agreed terms and conditions and is non-exclusive and non-transferable to third parties and applies exclusively to personal use by the Client. The Client is not entitled to reproduce, publish, commercialise or pass on to third parties data and documents or any items provided by Freestone without the express prior written consent of Freestone. The Client is not permitted to remove or change any indication concerning the confidential nature or concerning copyrights, software rights, database rights, trademark rights, trade names or any other intellectual property right from communicated or transferred data, documents and/or goods.

b) The Client guarantees that the data and data files, documentation and other materials provided to Freestone for the purpose of use, processing, installation or incorporation into systems or programmes to be developed and/or delivered, are not subject to any rights of third parties, at least that the Client has received prior written consent from the third party concerned.

The Client shall indemnify Freestone against any claims by third parties based on such data files, documentation and other materials.

8. Liability

a) Unless expressly agreed otherwise in writing, Freestone never guarantees a result and is only bound by an obligation to perform to the best of its ability. Freestone's liability is limited to the order(s) entrusted to it.b)

b) Freestone (including its agents, representatives and/or employees) is only liable for damage incurred by the failure to comply with its contractual obligations, if and to the extent that this damage is caused by fraud, deception, gross or wilful misconduct.

In the event that Freestone is held liable for any damage, the liability of Freestone shall always be limited to the amounts paid by the Client to Freestone in the relevant calendar year for services rendered, with a maximum of €25,000.00. If the damage is covered by an insurance policy, Freestone's liability shall always be limited to the amount actually paid out by its insurer.

Freestone shall never be liable for indirect damage, including but not limited to consequential damage, loss of profits, financial or commercial losses, missed savings, production limitations or disruption of planning, administration or personnel costs, an increase in overheads, loss of customers, reduction of goodwill, damage due to business interruption, claims from third parties or damage to third parties.

The Client expressly accepts that Freestone shall not be liable and that the Client shall not be entitled to demand the dissolution of the agreement, refuse delivery and/or payment and/or be entitled to any compensation whatsoever in the event of (i) the inadequacy of a Candidate nominated by Freestone in meeting the Client's expectations or the legal and/or ethical requirements for employment; (ii) damage and/or costs caused by a Candidate nominated by Freestone or as a result of the recruitment or hiring of the Candidate; (iii) the non-appearance of trainer(s) delegated by Freestone at a Training and the statements and/or conduct of such trainer(s) during a Training, and (iv) damage and/or costs resulting from mistakes, errors or omissions by the Client in the order entrusted to Freestone; (v) damage, destruction or loss of data and data files, documentation and other materials transferred by the Client to Freestone in the context of the agreement.

c) The Candidate is solely responsible for the accuracy and completeness of the information he or she provides (including curriculum vitae).

d) Remarks about the services provided must, on pain of inadmissibility, be reported to Freestone by registered letter within 8 days of delivery. Complaints can no longer be accepted if the services provided have been expressly accepted or implemented in any way whatsoever.

e) In the event of Freestone's liability due to an admissible and well-founded complaint, Freestone shall have the choice between (re)performance of the agreement or crediting the services already invoiced, without the Client being entitled to claim additional damages.

f) To the extent that Freestone is dependent on the cooperation, services and deliveries of third parties in the performance of its obligations, it cannot be held liable for any damage resulting from errors on their part, including fraud, deception, gross negligence and/or wilful misconduct.

g) Any claim for damages by the Client against Freestone shall lapse by operation of law if it is not brought before the competent court within a period of 1 year after the facts on which the claim is based were known by the Client or could reasonably have been known without exceeding the period of 2 years after performance of the services.

9. Force majeur

Freestone's liability cannot be invoked when the total or partial, temporary or otherwise, non-performance of its obligations is due to force majeure, even if this circumstance was already foreseeable at the time of the conclusion of the agreement, including but not limited to: war, riots, terror, general or partial strike or lock-out, operating accidents, extreme weather conditions, fire, infectious diseases, epidemic and pandemic, unavailability of one or more specific staff members, bankruptcy or non-performance of obligations by suppliers, inadequacy of goods, equipment, software or materials of third parties relied upon by Freestone at the express request of the Client, failure of electricity, internet, computer network or telecommunication facilities, government measures, general transport problems.

10. Contractual relationship - Dissolution

a) All agreements between Freestone and the Client are part of a single global contractual relationship. If the Client fails to fulfil its obligations under a particular agreement, Freestone may suspend the further performance of both the relevant agreement and the other current agreements.

b) If Freestone's confidence in the creditworthiness of the Client is undermined by acts of judicial enforcement against the Client and/or other demonstrable events (other than those mentioned under c), which call into question and/or render impossible the confidence in the proper performance of the obligations undertaken by the Client, Freestone reserves the right, even if the agreement has already been performed in whole or in part, to suspend the performance of its obligations and to demand suitable guarantees from the Client. If the Client refuses to accept this, Freestone reserves the right to terminate the agreement by operation of law and without further notice of default, without the Client being able to claim any compensation as a result of such termination. All of the foregoing is without prejudice to Freestone's rights to damages and interest, and other remedies based on these General Terms and Conditions and the law.

c) Freestone is entitled to dissolve the agreement with the Client at any time, with immediate effect, without judicial authorisation, without prior notice of default and without being liable to pay any compensation, in the following cases: (i) if the Client fails to comply (on time) with one or more obligations arising from the agreement in spite of a written notice of default with a deadline for remedy of 10 working days; (ii) if the order is incompatible with the applicable legislation or the applicable codes of conduct; (iii) in the event of cessation of payment or (an application for) bankruptcy or any reorganisation under Book XX of the Code of Economic Law by the Client; (iv) in the event of liquidation or cessation of the Client's activities; or (v) if all or part of the Client's assets are seized.

In the event of dissolution, all claims of Freestone against the Client shall become immediately due and payable and the Client shall be liable to Freestone for liquidated damages of 25% of the agreed price for the normal duration of the agreement, without prejudice to Freestone's right to claim higher compensation subject to proof of higher actual damages. Amounts invoiced by Freestone prior to the dissolution in connection with services already performed and delivered shall remain due nonetheless.

11. Use of website

When using the websites of Freestone (www.freestone.be, www.freestoneadvisory.be, www.freestonepeople.be ), the Client is deemed to have taken cognizance of and agreed to the terms and conditions of use, which can also be found on https://freestone.be/en/terms-of-use or which are provided upon simple written request.

12. Miscellaneous

a) If any (part of any) provision of these General Terms and Conditions proves to be invalid or unenforceable, this shall in no way affect the validity of the other provisions of these General Terms and Conditions. In such cases, Freestone and the Client shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that is as close as possible to the purpose and purport of the original provision. Where applicable, Freestone and the Client confirm that the court has the power to mitigate the clause in question up to the maximum permitted within the relevant legal limits.

b) The non-application by Freestone of one or more provisions of these General Terms and Conditions does not constitute a waiver or relinquishment of rights.

c) Without the express consent of Freestone, the Client is not permitted to transfer the rights and/or obligations arising from the agreement concluded between the Client and Freestone to a third party.

13. Applicable law and competent jurisdiction

a) Any dispute between Freestone and the Client shall fall within the exclusive jurisdiction of the competent (Dutch-speaking) courts of Brussels.

b) These General Terms and Conditions and the agreements to which these General Terms and Conditions apply shall be governed exclusively by Belgian law.

B. Special Terms and Conditions

14. Freestone People

a) The Client confirms that it has been informed of the applicable codes of conduct, in particular the general code of conduct and the Federgon professional and ethical code (www.federgon.be).

b) In the case of services provided by Freestone People, the Client is obliged to immediately inform Freestone of any recruitment or collaboration with a Candidate nominated by Freestone, during the agreement with Freestone as well as for a period of 18 months after termination of the agreement with Freestone.

c) Unless otherwise agreed, the Client, as well as the company associated with the Client, shall be obliged to pay Freestone fixed compensation of €25,000 if, during the term of the agreement with Freestone or in the period of 18 months following termination of this agreement, the Client, or a company associated with the Client, nevertheless cooperates in any way with a Candidate nominated by Freestone despite a previous refusal, without prejudice to Freestone's right to a higher compensation subject to proof of higher damage actually incurred.

d) In addition to the provisions on confidentiality in the General Terms and Conditions, the Client is prohibited from passing on (personal) data relating to Candidates nominated by Freestone to third parties in any way whatsoever, failing which the Client shall owe a fixed compensation of €25,000 per violation, without prejudice to Freestone's right to claim higher compensation subject to proof of higher damage actually incurred.

e) If the Client approaches or passes on the proposed Candidates directly or indirectly to a third party without the written consent of Freestone, an amount of €25,000 excl. VAT shall be due, payable in accordance with the invoice conditions stated in article 4.

f) If a third party to whom the Candidate's (personal) data have been passed on without Freestone's consent employs the proposed Candidates within 12 months after the passing on of the (personal) data, in any form whatsoever, directly or indirectly, or through any other channel, an amount of €25,000 excl. VAT shall be payable by the Client, payable in accordance with the invoice conditions stipulated in article 4.

g) The Client declares that it shall comply with the applicable privacy and data protection legislation. With regard to personal data of Candidates communicated by Freestone to the Client, both Freestone and the Client shall be regarded as data controller under the Law of 30 July 2018 on the protection of individuals with regard to the processing of personal data between whom personal data is exchanged. In this context, the Client undertakes to take appropriate technical and organisational measures with regard to the protection of these personal data and to comply with all obligations incumbent on the Client as controller from the time of receipt of the personal data. Freestone is in no way responsible or liable for the processing of personal data by the Client.

15. Freestone Academy

a) The provisions of this article apply to all services of Freestone Academy consisting of the organisation of all forms of training (study days, training courses, coaching, learning solutions, guidance programs, development paths, etc.) and the logistic and organisational support of training courses for the Client. These services shall hereinafter be collectively referred to as the "Training(s)".

b) Unless otherwise agreed in writing, the Client accepts that the Trainings are standard products that have not been created specifically for its needs. Freestone gives no guarantee and assumes no responsibility with regard to the Trainings meeting the specific needs of the Client. Freestone shall take all reasonable measures to provide the Client with information as complete and accurate as possible, but without any guarantee in this respect.

c) All registrations for a Training by the Client must be made via the website (http://www.freestone.be/en/academy) and is deemed to have been organised for professional purposes. The Client is solely responsible for the accuracy of the data it transmits. An order can only be processed once the Client has been clearly identified and is only final after acceptance of the General and Special Terms and Conditions, the prices and the description of the offer. Participation in the relevant Training is only possible after prior receipt of the invoice amount by Freestone.

d) The prices are those stated on the website at the time of the order and, unless stated otherwise, include catering and documentation and are exclusive of VAT. Unless otherwise stipulated, all these invoices are payable immediately.

e) Freestone will take all reasonable measures to allow the Trainings ordered to take place.

The Client accepts that Freestone has the right to change the trainer(s) if Freestone believes that this is necessary for the execution and quality of the Training.

In the event of force majeure (including, but not limited to, the unavailability of the trainer(s) due to e.g. illness or a lack of sufficient registrations) Freestone can choose to cancel the Training(s) or to change the content, date/dates or location, without being liable to pay any compensation to the Client. Where applicable, the Client has the choice between cancelling their registration for the Training or opting for participation in a subsequent or modified session of this cancelled or modified Training. In the event of cancellation of the registration by the Client, due to the aforementioned situations, any invoices already paid by the Client for the Training in question will be reimbursed at the written request of the Client, without Freestone being liable to pay interest or any other compensation in excess of the invoice amount.

f) If the Client is prevented from attending a Training, the Client may, unless stipulated otherwise, always be replaced by another person, provided that the necessary information for identification is provided no later than at the start of the Training.

Until two weeks prior to the commencement of the Training, the Client may, subject to written notification to Freestone and unless otherwise stipulated, cancel its participation in a Training free of charge or opt for participation in another session of the same Training. After that and until the commencement of the Training, the Client may only cancel its registration subject to payment of the full price of the Training. Likewise if the Client is absent from the Training, the full price of the Training remains payable.

g) Subject to legal exceptions, the content and documentation of a Training may not be fully or partially reproduced, translated, adapted or stored in any form or by any means, nor may the content and documentation of a Training be fully or partially communicated or transmitted to the public in any form or by any means (such as, but not limited to, electronic and mechanical means) without the prior written consent of the entitled party (if not Freestone) or Freestone.

h) The Client undertakes, without the prior consent of Freestone, not to disclose to third parties the approach, working method, used case studies, etc. of the Training.

i) In the absence of communication to the contrary at the time of registration, the Client accepts (and ensures that the registering participant is also aware of this and accepts it) to be included on a list of participants shared with the trainer and other participants of the Training, which states the name, first name and position of the participant, as well as the company name.