Threon General Terms Version 4.0

ARTICLE 1: SUBJECT

These general terms and conditions apply to all agreements made between Threon and the Customer for consulting and sourcing services delivered or to be delivered by Threon, unless derogations are stipulated in specific agreements.

ARTICLE 2: PROPOSALS

Proposals of Threon are valid for 30 days.

A customer order will bind Threon only if it has been formally accepted by Threon in writing by an order confirmation to the Customer. Every written order binds the Customer.

ARTICLE 3: DELIVERY OF SERVICES

Normal business hours are between 09h00 and 17h00.

Delivery Schedules are only indicative. Threon will spend any reasonable effort to realize the given deadlines and will inform the customer as soon as possible if it notices that certain deadlines cannot be met. In case an important delay arises, corrective actions will be discussed with the customer. The Customer is not entitled to termination or damage if Threon, notwithstanding its best efforts, is incapable of maintaining the schedules.

When applicable, suitable acceptance criteria shall be included in the statement of work of an Order. If acceptance criteria are not so stated, such criteria will be based on Threon's reasonable determination and compliancy with professional standards such as the "Code of Professional Conduct" of the Project Management Institute.

When applicable, acceptance by the Customer or on behalf of Customer’s clients, shall be performed in such manner as not to unduly delay the invoicing and payment for services covered by the Order.

ARTICLE 4: ACCEPTANCE

Threon shall provide the Services using reasonable skill and care and on a best efforts basis. Except as set out in this Agreement all conditions, warranties and representations (whether expressed or implied by statute, common law or otherwise) are excluded to the fullest extent permitted by law. Visible defects must be notified upon reception of the products and services. Hidden defects must be notified to Threon by registered mail within 14 days after their discovery.

Standard warranty period is 3 months after delivery of the Products or Services. Threon reserves the rights to undertake remedy actions or opt for a replacement. The Customer agrees to take all possible counter measures without any delays in order to remedy the defects as good as possible.

The Customer shall cooperate with Threon in the performance of the services, including, without limitation, providing reasonable facilities and timely access to data, information, personnel and, if applicable, the premises of the Customer. The Customer shall be responsible for the performance of its personnel, for the timeliness, accuracy, lawfulness and completeness of all data and information provided to Threon by or on behalf of the Customer.

All work, including data, after formal delivery by Threon and formal reception by Customer even prior to formal acceptance, shall become the responsibility of Customer with respect to risk of loss, damage or destruction. In the event of such loss, damage or destruction, the items so lost, damaged or destroyed shall be deemed as accepted, and replacement shall be at the sole expense of Customer.

It is agreed that, notwithstanding any other provision of this Agreement, Threon’s liability to Customer and Customer’s liability to Threon for any loss or damages, whether in contract or in tort , shall not exceed the amount billable to Customer for the work performed or services rendered since last invoicing and related acceptance by Customer or Customer’s representative(s). Except as expressly set out in this Agreement and to the extent permitted under applicable law, Threon shall not be liable to the Customer, whether for negligence, breach of contract, misrepresentation or otherwise, arising out of or in connection with this Agreement for (a) loss or damage incurred by the Customer as a result of third party claims; (b) direct or indirect loss of profits, revenue, business, contracts or anticipated savings; (c) indirect or consequential loss.

This limitation of liability cannot be invoked in case of losses or damages due to willful misconduct.

Extensions and modifications of the order can only go into effect after formal and written acknowledgement by Threon. If those extensions or modifications provoke a delay of the original delivery dates by more than 180 days, or if the Customer asks for delays, the prices may be modified unilaterally by Threon to reflect the most recent listed prices, except in case of force majeure.

ARTICLE 5: INVOICES AND PAYMENTS

Where performance contemplated by the Order is longer than (1) month, invoicing is performed monthly and is based on timesheets that are approved by the Customer.

Protesting the timesheets by the Customer must be performed by registered mail within 5 working days of the reception of the timesheet(s). Where the performance of the Order is to be completed in less than one (1) month, Threon shall invoice Customer for the full amount of the Order at the completion thereof.

If the invoice is not paid at the due date then Threon is without any further notification and without prejudice to Threon’s other rights, entitled to charge daily interest on all outstanding amounts at the rate foreseen by the Directive 2000/35 on combating late payment in commercial transactions. Interest shall continue to accrue notwithstanding termination of the Agreement for any cause whatsoever.

Threon shall have the right to suspend or terminate the Services entirely or in part if payment is not received within thirty (30) days of the invoice date.

All products, including the right of use of software and the associated documentation remains the full property of Threon until the full agreed upon price as mentioned in the order confirmation is paid.

In the event that products or services delivered under this Agreement are subject to VAT levied on the price thereof in Luxembourg and in any other country to which an Order may relate, such VAT shall be stated separately on Threon's invoices and shall be payable by Customer.

Threon’s standard payment terms are net cash, payable within thirty (30) days after invoice date which shall be expressed in Euro. For Service Orders covering International work and where other currency is applicable than the Euro, the rules of conversion will be stated in the work order.

ARTICLE 6: CONFIDENTIAL INFORMATION

Threon will not disclose any confidential information concerning the Customers business to third parties, except for other professional advisers whom Threon may consult in relation to its work and other parties involved in the project. Threon may save information to the extent that the information is in the public domain, without prior written consent unless otherwise required by law.

Notwithstanding the foregoing, the Customer recognizes that Threon has knowledge, experience and know-how, (together “knowledge”), which it brings to bear in developing solutions. This knowledge is derived from a number of sources, including previous assignments for its clients. In the conduct of this engagement, Threon will become aware of and have access to operational, process and other information relating to the Customers business, (together the “information”). Threon acknowledges the confidentiality of this information. The Customer agrees that Threon may include this information in internal knowledge sources for use in internal knowledge sharing activities and may use this knowledge in developing solutions for other clients. Threon may also apply this information together with information from its sources in developing its knowledge products and services which will be in the public domain on the basis that it will protect the confidentiality of the information and of the sources concerned.

All presentations, reports, documents, deliverables and other advice given, including this document, are for the Customers exclusive use and may not be handed over or otherwise disclosed to any third party without Threon’s prior written consent. The Customer agrees to take all steps necessary to ensure that they are not stolen, handed over or otherwise disclosed or used by any third party without Threon's prior written consent. Unless otherwise agreed, the material that belongs to Threon and is protected by intellectual property rights may only be copied for archiving purposes. Unless otherwise stated, this Agreement does not transfer to the Customer any of Threon’s intellectual property rights and Threon shall at all-time keep title to, and all other ownership rights in any such intellectual property.

Threon may use the name of the Customer in its reference lists, unless formally forbidden by the customer.

ARTICLE 7: FORCE MAJEURE

Neither party shall be liable for any delays or nonperformance directly or indirectly resulting from circumstances or causes beyond its reasonable control.

ARTICLE 8: NON-HIRING

During the period of this Agreement and for 12 months after its completion, neither of the contractual parties hereto shall, without prior consent in writing of the other, employ, or attempt to employ any staff of the other party who has been in the employment of such other party during the validity of this Agreement. Exception from this mutual no-hiring agreement can only be obtained by payment of an indemnity equal to 12 months gross salary of the employee.

ARTICLE 9: APPLICABLE LAW

This agreement shall be governed by the laws of the country where Threon legal entity is registered.

If any provision of this agreement shall be invalid under applicable law of that country, it shall be deemed to have no force or effect and shall likewise be deemed separable and the remainder shall continue to be in full force.

 

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