General terms and conditions.

Effective as of January 1, 2024

1) Scope of application

1.1. These general terms and conditions apply to any contract, order, sale and/or provision of services between the Client and the company Sustainable Management Team SRL, registered with the Crossroads Bank for Enterprises under number 0737.611.348 and having its registered office at 84, rue Américaine, 1050 Ixelles (hereinafter referred to as “the Company”).

1.2. The Client expressly acknowledges having read these general terms and conditions and agrees to them without reservation.

1.3. Unless otherwise expressly agreed in writing, contracts concluded between the Client and the Company are governed by the present conditions.

2) Purpose

2.1. The Company provides the following services:

ESG/CSR strategic advisory services, transformation and transition strategies,

CSR assessments and coherence diagnostics,

coordination of carbon footprint assessments, materiality matrices, evaluation of CO₂ emission reduction measures, assessment of governance, social and environmental performance,

proposals for strategic changes, change management support, training,

communication strategy,

CSR reporting (CSRD, GRI, etc.), certification support,

environmental and social dashboards and indicators.

2.2. The Company provides its services in accordance with the objectives defined by the Client, taking into account that such objectives may be general or specific.

2.3. The services provided by the Company shall comply with the offer validated and confirmed by both parties and/or any specific request provided in writing (email, presentation, report in which relevant stakeholders are involved).

3) Performance of the contract

3.1. The Company shall provide its services independently and without any relationship of subordination with the Client.

3.2. The Company alone is responsible for the social security and tax obligations incumbent upon it as an independent contractor.

3.3. The Company may perform services by engaging employees or subcontractors.

3.4. The Company shall not be held liable for errors resulting from insufficient or incorrect information provided by the Client.

3.5. The Company’s liability in respect of the services provided to the Client shall in any event be limited either to reimbursement of the price paid by the Client or to re-performance of the services. The total liability of the Company shall never exceed the amount paid by the Client to the Company for the services giving rise to the claim.

4) Payment

4.1. In consideration for the services provided by the Company, the Client shall pay the Company a fee, the amount of which is agreed between the parties.

4.2. Fees are invoiced monthly by the Company to the Client. Unless otherwise agreed in writing between the parties, a down payment of 20% shall be payable at the start of the assignment, with the remaining 80% divided according to the number of months of support.

4.3. If requested by the Client at the start of the assignment, a statement of days and hours of service may be provided.

4.4. Invoices are payable in full upon receipt by the Client.

4.5. In the event of non-payment by the due date, late payment interest at a rate of 10% per annum shall be applied automatically and without prior notice to the outstanding balance. In addition, any late payment shall automatically and without prior notice give rise to liquidated damages amounting to 10% of the outstanding balance, with a minimum of EUR 40.00.

4.6. At the beginning of the second year and of each subsequent year following the conclusion of the contract between the parties, the daily rate may be revised.

4.7. Hotel expenses and professional travel abroad shall be borne by the Client.

5) Deadlines

5.1. From the date of signature of the contract by the parties, the Company undertakes to guarantee its availability as agreed in the offer in order to provide the services within the agreed deadlines.
It undertakes to inform the Client of any period of unavailability.

5.2. The Company undertakes to use all necessary means to perform the ordered services within the deadlines agreed between the parties. This provision constitutes an obligation of means and not an obligation of result.

5.3. The Company may not be held liable for delays resulting from circumstances beyond its control. Furthermore, no compensation may be claimed from the Company due to delays in the deadlines agreed between the parties.

6) Term and termination of the contract

6.1. The parties shall specify in the contract the duration foreseen for the performance of the services.

6.2. Each party may terminate the contract subject to a notice period of two months from the date of notification.

6.3. Article 6.2 shall not apply in the case of a specific assignment with a fixed duration.

6.4. The notification date shall be deemed to commence three days after the sending of an email.

7) Mutual confidentiality

7.1. The Company undertakes to maintain confidentiality towards third parties with respect to all information and data collected and used in the performance of the work.

7.2. The Company shall take all reasonable precautions to protect the interests of the Client.

7.3. Without the Company’s permission, the Client may not make any announcement to third parties regarding the Company’s approach, working methods, reports or fees.

8) Applicable law and competent courts

8.1. The present contract is governed by and construed in accordance with Belgian law. The nullity or invalidity of any provision of the contract shall not affect or invalidate the binding nature of the other provisions.
Any dispute relating to the formation, interpretation or performance of the contract concluded between the parties, and more generally any dispute related to the contract, shall be governed by Belgian law.

8.2. In the event of a dispute, the courts of the judicial district of Brussels, sitting in French, shall have exclusive jurisdiction.

9) Terms for extension, suspension and rescheduling of assignments

9.1 Mandatory prior notification

Any request for extension, suspension or rescheduling of the assignment must be communicated in writing at least two (2) months in advance to the following address: theodore@esglogic.eu.

9.2 Extension of the assignment

If the request is received within the above-mentioned timeframe, the assignment may be extended up to a maximum of 25% of its initially planned duration, subject to team availability.

9.3 Suspension of the assignment

An assignment may be suspended for a maximum duration of three (3) months, provided that the request has been made within the required timeframe. Beyond this period, a new schedule must be agreed, without any guarantee of maintaining the initial conditions.

9.4 Invoicing in the event of rescheduling or suspension

Any request for extension, suspension or rescheduling does not automatically result in a deferral of invoicing. Unless otherwise agreed in writing, invoicing shall follow the initially agreed schedule, regardless of the pace of execution of the assignment.

10) Ethical framework and independence of the engagement

10.1. ESGlogic agrees to support organisations operating in sectors considered sensitive or controversial, provided that such support is part of a genuine approach to progress, transparency and responsibility.
Our intervention is based on a clear requirement for access to relevant information, honesty in the data provided, and active collaboration from the teams concerned.

10.2. ESGlogic reserves the right to conduct its analyses, recommendations and deliverables in full independence, in accordance with applicable frameworks and recognised best practices, without adapting its discourse or results for misleading communication purposes.
We do not participate in any form of greenwashing, social washing or purpose washing. The engagement aims to identify real impacts, risks, areas for improvement and concrete actions to be implemented, including where such findings may be demanding or uncomfortable.

Acceptance of this engagement implies full and unconditional adherence to these principles.

ESGlogic* reserves the right to revise its fees annually. In the case of multi-year quotations including access to a paid platform or external tool, ESGlogic also reserves the right to adjust, for subsequent years, the portion of the price corresponding to such tools, in order to reflect any changes in costs applied by third-party providers. Such adjustments shall be duly justified and communicated to the Client within a reasonable timeframe.