GENERAL CONDITIONS OF SALE FR&P – Version: March 10th 2020

1. The contractual relationship between parties, both in the context of a subscription and outside, is governed by these general terms and conditions, which prevail over any terms and conditions of the client.
   If special terms and conditions that deviate from these general terms and conditions are agreed in the contractual relationship between the parties, those special terms and conditions will prevail, without prejudice to the applicability of these general terms and conditions insofar as they are not incompatible with those special terms and conditions.
2. Financial Resources & Projects has the option, prior to the conclusion of the agreement with the client, to request that the client sign a contract, but is not obliged to do so. The non-signing of any written document therefore does not affect the application of these general terms and conditions.
3. Financial Resources & Projects undertakes, when completing the tasks entrusted to it, to maintain complete professional secrecy, and this in accordance with its articles of association.
4. Financial Resources & Projects will always strictly adhere to the legal guidelines when defending the interests of its clients.
   If Financial Resources & Projects is only instructed to prepare a draft of annual accounts, it can thereby rely on the accounting prepared by its client. In that case, it will not be obliged to check these accounts and all accounting documents. If so, it also rejects all responsibility with regard to the sound and fair view of the company’s assets, financial position and results as presented in those financial statements, if the client’s bookkeeping is not supported by the documents provided for as stipulated in the law of July 17, 1975 and its implementing decisions.
   If Financial Resources & Projects is entrusted with the audit of the accounting, this audit only involves an audit of a sample of the accounting and supporting documents carried out in accordance with generally accepted rules.
   The inventories may under no circumstances be drawn up by the staff of Financial Resources & Projects.
   If the staff of Financial Resources & Projects detects errors and make these known to clients, no general audit obligation ensues. Nor does the absence of comments guarantee the regularity of documents or transactions made by clients.
   It is up to the clients to consult Financial Resources & Projects if they consider it necessary and they undertake to provide Financial Resources & Projects with all necessary information and to cooperate in order to allow them to complete their assignment.
5. All data, information, plans, documents, etc. with the mention “confidential” transmitted to the client at the conclusion of the agreement or in the course of its execution, remain the exclusive property of Financial Resources & Projects. They may not be printed or communicated to third parties under any form. In the event that the agreement does not start or is terminated, all documents submitted to the (potential) client must be returned to Financial Resources & Projects immediately.
6. Financial Resources & Projects commits to devote all its care to the execution of the entrusted works.
   To this end, and to allow her to check the staff of Financial Resources & Projects, Financial Resources & Projects has the option – but not the obligation – to request the signature of the client on a document stating the date and the duration of the performance.
7. The employees of Financial Resources & Projects are exclusively in its service. Consequently, the client commits to not using the personal services in his own name and for his own account of employees of Financial Resources & Projects, regardless of which department they belong to.
   In addition, the client commits to not recruit any employees from Financial Resources & Projects within twelve months of leaving Financial Resources & Projects, nor to encourage them to terminate their Financial Resources & Projects agreement in view of taking up employment with the client, and this under forfeiture of a fixed compensation equal to the amount of the last gross annual salary of the recruited employee.
8. A provision on fees and costs may be requested from the client. When the provision is exhausted, a new deposit may be requested.
9. The client is responsible for:
   – The travel and/or accomodation costs of the employees of Financial Resources & Projects;
   – VAT on fees and invoices;
   – The additional costs made for the client, such as registration fees or other publication costs, costs of messages and deeds, notary fees, various printes, etc.
10. All fees and invoices are payable in Diegem, at the headquarters of Financial Resources & Projects, even for assignments outside it. They are payable within 30 days after the (invoice) date. In case of non-payment of a single invoice on the due date, all other – even not yet expired – fee notes and invoices expire immediately by operation of law and without notice of default. The fee notes and invoices will, from their due date, automatically and without notice of default, yield a conventional interest of 1% per month, with each month started to be considered as a full month. The interest owed by the client is capitalized per year, provided that this is done by registered notice of default.
    In the event of total or partial non-payment by the client of any debt on the due date, the debt balance is additionally increased by operation of law and without notice of default with a conventional claim of 12%, with a minimum of EUR 123.95 and a maximum of EUR 1859,20, even when granting grace periods.
    The reservation-free payment of part of an invoiced amount applies as acceptance of the fee invoice and / or invoice. Abbreviations are always accepted subject to all reservation and without any disadvantageous acknowledgment, and as a matter of priority attributed to any legal or other costs incurred, then to the interest due, then to the claim and finally to the principal sum.
11. In the event that the client, for whatever reason, would not fully comply with his obligations and would, among other things, fail to pay one or more amounts due on the agreed due date (s), the agreement may be terminated by law at the expense of the client after registered notification by Financial Resources & Projects. In this case, the client is legally obliged to pay compensation, the minimum of which is fixed at 20% of the final invoice, and the surplus to be proved by Financial Resources & Projects.
12. All collection and protest costs of an accepted or non-accepted bill of exchange are chargeable to the client. The offering of bills does not change the place of payment. By drawing a bill of exchange, Financial Resources & Projects does not waive any of the aforementioned rights in its direct relationship with the client and pulling a bill of exchange never counts as debt renewal.
13. At the client’s request, Financial Resources & Projects accepts to provide services for third parties designated by the client, the costs of which are borne by the latter at the client’s request. The underlying relationship between the client and that third party, on the basis of which the client accepts to bear those costs, is the sole responsibility of the client.
14. The employees of Financial Resources & Projects have no mandate to collect fees, costs, invoices or commissions. Any payment made to them will therefore not be liberating in respect of Financial Resources & Projects. They are prohibited from intervening, on behalf of clients, in the payment of sums owed to third parties and, therefore, to receive, for that purpose, any means of payment from clients.
15. In the event of a dispute, the invoice must be protested in writing within fifteen days of receipt. The client is deemed to agree with the fee and invoice details in the absence of protest within this period.
16. The agreement is deemed to have been performed at the registered office of Financial Resources & Projects. Belgian law applies to it.
    All disputes fall under the exclusive jurisdiction of the courts of the Brussels district, without prejudice to the right of Financial Resources & Projects to bring claims against the client before the courts competent in accordance with common law (including international deeds).
17. All costs related to the judicial collection of the claim, including fees, are borne by the client.
18. The general management of Financial Resources & Projects, established at the registered office in Diegem, is solely authorized to agree definitively with the client regarding the object, the price and the modalities of its intervention.