Introduction
Application – These Terms of Business (“Terms”) apply to all the Services for which the Client has engaged OSEA.

Contract – The Contract (as defined hereafter) between OSEA and the Client consists each time of (i) these Terms and (ii) depending on the case, special terms applicable to the agreed Services. If anything in these Terms is inconsistent with the special terms of the Engagement Letter or the agreed Services, these Terms take precedence, unless the Engagement Letter specifically amends any of them.

Commencement – The Contract will start on the earlier of (i) the date of the Engagement Letter; (ii) the agreed start date and (iii) the actual date of the commencement of the Services.

Interpretation – The following words and expressions have the meanings given to them below:Affiliate – an entity that directly or indirectly, controls, is controlled by, or is under common control with the Client (as defined below). Client – the other party with which PwC enters into a Contract Client Users – means the individuals Client permits to use the Technology Contract – the engagement letter (‘Engagement Letter’) as defined in article 28/1 of the law of 22 April 1999 and as further specified in the Royal Decree of 9 December 2019, as modified from time to time. Data Protection Legislation – the General Data Protection Regulation (EU) 2016/679 (“GDPR”) including any national law in the execution of the GDPR, such as the Law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data. Controller, Data Subject, Recipient, Personal Data, Processor and Processing – have the meaning given in the GDPR. Deliverable – the result of the Services EEA – the European Economic Area. ITAA – The Institute of Tax Advisors & Accountants (“ITAA”) is the legal monitoring body of the accountants and tax advisors.

Services
Services – OSEA will use reasonable skill and care in the provision of the Services and the preparation of any Deliverables, which is to be considered a reasonable effort obligation (inspanningsverbintenis / obligation de moyens). OSEA will perform the Services in accordance with its professional standards as described in article 2.5 and thereafter. The Client confirms that the scope of the Services is sufficient for its purposes. For all aspects not included in the scope of the Services, it is the Client’s responsibility to seek independent expert advice. The Services are provided solely for the Client for the purposes set out in the Contract or in the relevant Deliverable.
Deliverables – The Client may not disclose a Deliverable to or discuss the Services with any third party or refer to the content of a Deliverable or the findings of OSEA’s Services, except (i) as stated in the Contract, (ii) with OSEA’s prior written consent, (iii) to the extent required by law or regulation, or (iv) to the Client’s legal advisers or Affiliates provided that the Client ensures that such receiving parties agree that: – the Services and Deliverables are not for their use or benefit; – OSEA accepts no responsibility or liability towards them; – no onward disclosure may be made by them.The Client agrees to be liable towards OSEA and the OSEA Subcontractors and the OSEA Service Providers in respect of any damage resulting from a breach of this clause by the Client or any of the above receiving parties as if it was the Client’s own breach unless the receiving party itself signed a release letter provided by OSEA.
Disclaimer on liability – OSEA expressly disclaims all liability, responsibility or duty of care towards anyone other than the Client in connection with the Services. The Client agrees to reimburse OSEA and the OSEA Subcontractors for any liability (including legal costs) that they may incur in connection with any claim by any third party (including, without limitation, the Client’s legal advisers) in relation to the Services.
Amendments – Either OSEA or the Client may request a change to the Services or the Contract. A change will be effective only when agreed.
OSEA’s Responsibilities – OSEA will perform the Services in compliance with the deontological and other professional standards of the ITAA, taking into account the relevant laws and regulations applicable during the performance of the Contract. OSEA cannot be held liable for the effects of any future changes – with possible retroactive effect – to such laws and regulations , nor can OSEA be considered responsible for the effects of any shortcomings, faults or breaches that are committed before OSEA’s assistance. In that respect, OSEA will not consider whether the facts submitted to OSEA or the proposed transactions reviewed by OSEA may give rise to a finding that the Client or any other party is the recipient of ‘State aid’ within the meaning of Article 107 of the Treaty on the Functioning of the European Union.
Scope of Services – In performing the Services and unless otherwise agreed, OSEA will not attempt to detect or accept responsibility for detecting fraud or other wrongdoing. Unless otherwise agreed, OSEA will not verify the accuracy and completeness of the information provided by the Client, nor will OSEA verify the reliability of any deeds, contracts, inventories, invoices and any other supporting documents, that the Client has entrusted or made available to OSEA.
Professional Obligations – In accordance with article 44 of the Act of 17 March 2019 regarding the accountancy and tax professions, OSEA has insured its professional liability with a policy approved by the Council of the ITAA.OSEA is subject to professional secrecy in accordance with article 58 of the aforementioned Act of 22 April 1999 unless provided otherwise by law.In addition OSEA has a legal duty of confidentiality and discretion as described in article 32 of the Royal Decree of 1 March 1998 establishing the regulation of the deontology of accountants.In line with the principles embedded in the Belgian Anti-Money Laundering Act of 18 September 2017, as amended from time to time (“Anti-Money Laundering Act), the Client will – upon simple request – provide OSEA with information and documentation about itself, its representatives and its ultimate beneficial owners to enable OSEA to meet its obligations under the Anti-Money Laundering Act. The information thus obtained will be processed and retained in conformity with the provisions of the Anti-Money Laundering Act. If, at the time of the signing of the Engagement Letter or at least before the commencement of the Services, no such evidence of the Client’s identity, its representatives and its ultimate beneficial owners as is considered sufficient under the Anti-Money Laundering Act (including any amendments thereto) is provided, OSEA will not be able to proceed with the Services. This suspensive condition is to the exclusive benefit of OSEA.
Oral advice and non-final Deliverables – The Client may rely only on final written Deliverables and not on oral advice, draft Deliverables or other information. At Client’s request, OSEA will confirm oral advice in a final written Deliverable on which Client may rely.
Deemed knowledge – In performing the Services OSEA will not be deemed to have information from other services.

The Client’s responsibilities
Information –The Client will provide accurate and complete information to OSEA in a timely manner. The Client will ensure that it has secured the requisite right, consent and permission to disclose to OSEA any third party information, materials, software, or hardware in connection with the Contract.
Interdependence – OSEA’s performance depends on the Client performing its obligations under the Contract. OSEA is not liable for any loss arising from the Client not fulfilling its obligations.

Fees
Payment for Services – The Client agrees to pay OSEA for its Services. Any estimate OSEA may give to the Client is not binding. The Client is exclusively responsible for charging OSEA fees to third party beneficiaries, notwithstanding the application of clause 2.2.
Basis of fees – OSEA’s fees may reflect not only time spent, but also such factors as complexity, urgency, inherent risks, use of techniques, know-how and research together with the level of skills and expertise required of the personnel needed to perform and review the Services. OSEA’s fees may include any time spent travelling for the purpose of the Services that cannot be used productively for other purposes.
Hourly rates – OSEA’s hourly rates may be periodically reviewed based on the inflation rate, and are available for the Client at all times.
Expenses – The Client will pay any reasonable out-of-pocket expenses incurred by OSEA in connection with the Services.
Taxes – The Client will also pay any taxes, including VAT, due in relation to OSEA’s goods and Services. The Client will pay OSEA the full amount of any invoice, regardless of any deduction that the Client is required to make under the law.
Retainers – At the commencement of the Contract as determined in clause 1.3 OSEA will invoice a retainer of 30% of the fixed price agreed between OSEA and the Client for the Services and/or Deliverable.
Payment Terms – Invoices are payable upon receipt. Outstanding invoices that are due and payable will be increased, automatically and without notice of default. In addition, OSEA will be entitled to a lump-sum indemnity of 15% of the outstanding amount, with a minimum of EUR 50.00, without prejudice to the application of article 6 paragraph 2, of the Belgian Act of 2 August 2002. Irrespective of the above provisions, OSEA reserves the right to claim full compensation for the loss actually suffered.
Detail invoice – Client may request a detail of the invoiced Services and/or Deliverables, unless a fixed price for Services and/or Deliverables was agreed. In case such fixed price was agreed for a number of years, an annual indexation percentage will be applied, based on the inflation rate.

Confidentiality
Confidential information – OSEA and the Client will use confidential information in relation to the Services and the receiving party will not disclose confidential information, except (i) as permitted under the Contract, (ii) where required to perform the Services or Contract obligations, or (iii) as requested by the disclosing party, or (iv) where required by law or regulation or professional or administrative body to which OSEA conforms or is a member. OSEA may share confidential information with the OSEA Subcontractors and the OSEA Service Providers or to others involved in the Contract or the Services provided they are subject to confidentiality requirements. OSEA may also use confidential information for any lawful business purpose as long as Client or others cannot be identified
Exceptions – Confidential information does not include any information that (i) is rightfully known to the receiving party prior to its disclosure; (ii) is independently developed by the receiving party without use of or reliance on confidential information; or (iii) is or subsequently becomes publicly available without the Contract being breached or is lawfully obtained from a third party.
Referring to the Client and to the Services – OSEA may refer to the Client and to the Services in marketing materials, as long as OSEA does not disclose the Client’s confidential information.
Performance of Services for others – The Client agrees that OSEA may perform Services for the Client’s competitors or other parties whose interests may conflict with the Client’s, as long as OSEA does not disclose the Client’s confidential information and OSEA complies with the OSEA’s ethical obligations.

Intellectual property rights
The Client is and remains the owner of any and all intellectual property rights relating to materials that the Client may provide to OSEA in connection with the provision of the Services.
OSEA is and remains the owner of any and all intellectual property rights relating to OSEA Materials and Deliverables and other products that OSEA may develop in connection with the provision of the Services. However, the Client will have a non-exclusive and non-transferable user licence to use, for own internal purposes only, OSEA Materials that are part of the Deliverables as well as the Deliverables themselves.

Data protection
Personal Data – In case of Processing of Personal Data in the context of the Services, OSEA and the Client undertake to respect all Data Protection Legislation. All capitalized terms that are not defined in this Article, shall have the meaning provided for in the Data Protection Legislation. Nothing in this clause 7 requires OSEA to act inconsistently with professional or other obligations of professional secrecy and confidentiality.
Processing of Personal Data by OSEA as Controller – As an accounting outsourcing company, OSEA collects and Processes Personal Data of the Client and/or of the Client’s employees, directors, agents and representatives as well as of other Data Subjects (“Data”) as a Data Controller. This means that OSEA determines the purposes and the means of such Processing and that OSEA bears primary responsibility to guarantee that such Processing is done in a lawful, transparent and secure manner. OSEA Processes the Data in accordance with the information provided in OSEA’s Privacy Statement.OSEA’s Privacy Statement describes how OSEA Processes the Data in the context of its activities and to which Recipients OSEA transfers the Data, for which purposes OSEA Processes the Data, based on what legal ground OSEA does so, what the retention period is, what the rights of Data Subjects are towards OSEA and how they can exercise these rights. If the Client is a legal person, the Client confirms to OSEA that a) the Data are precise, accurate and complete and that b) the Data Subjects concerned have been duly informed of the Processing of their Data by OSEA as described in OSEA’s Privacy Statement and of their rights relating to such Processing. Each time the Client transfers Data to OSEA in the context of their business relationship, the Client confirms having the legal ground (lawfulness) to do so and having Processed the Data in compliance with the Data Protection Legislation.
Processing of Personal Data by PwC as Processor – For certain Services, OSEA may be requested to Process the Data as a Data Processor of the Client. In such cases, OSEA shall only Process the Data on behalf of and based on the specific instructions given by the Client as Data Controller. For these Services, the capacity of OSEA as Data Processor shall be mentioned in the Engagement Letter. The subject-matter and duration of the Processing, the nature and purposes of the Processing, the type of Personal Data and categories of Data Subjects, together with the rights and obligations of the Parties with respect to such Data Processing will be covered by an addendum (the “OSEA Data Processing Addendum”), which shall be attached to and form part of the Engagement Letter.

Liability
Specific types of loss – OSEA cannot be liable for (i) loss or corruption of data from the Client’s systems, (ii) loss of profit, goodwill, business opportunity, anticipated savings or benefits, or (iii) indirect, punitive, special, exemplary or consequential loss or damage.
Liability cap – OSEA’s total liability for all professional faults or errors committed in the framework of the Contract is limited to three times the amount of its fees for the particular Services giving rise to the liability under the Contract. In the event of recurring Services, OSEA’s liability will be limited to three times the amount of the fees paid for the Services over the last 12 months immediately preceding the event giving rise to OSEA’s liability.
Sharing of limit – If OSEA agrees in writing to accept liability towards more than one party (including where there is more than one Client), the limit on liability in clause 8.2 will be shared between them. It is for those parties to determine how they share it and the Client will ensure that the limit is not disputed on the basis that the parties have not agreed how it is to be allocated.
Unlimited liability – Nothing in the Contract will limit a party’s liability for (i) death or bodily injury caused by that party’s negligence, (ii) that party’s fraud or wilful misconduct, or (iii) anything else that may not by law be limited or excluded.
Proportionality – In no event will OSEA be liable for more than the proportion of the Client’s losses, damages or liabilities that is directly and solely caused by OSEA in connection with the Services giving rise to a claim under the Contract.

OSEA Service Providers and OSEA Subcontractors
OSEA Service Providers – OSEA may call on OSEA Service Providers for the supply of internal, administrative services and/or to meet regulatory requirements.
OSEA Subcontractors – In connection with the Services OSEA can call upon OSEA Subcontractors to provide the Services. OSEA remains solely responsible for the Services performed by OSEA Subcontractors.
Restriction on claims – (Directors and staff of) OSEA Subcontractors and OSEA Service Providers as well as the partners, directors and employees of OSEA have no liability or obligations arising under the Contract. The Client agrees to (a) bring any claim arising from the Services against OSEA and not against the Beneficiaries; and (b) ensure or procure that its Affiliates do not assert any claim against OSEA or the Beneficiaries. While OSEA is entering into the Contract on its own behalf, this section is for the benefit of the Beneficiaries and may be relied on by each Beneficiary as if they were a party to the Contract.

Materials
OSEA may retain copies of all materials relevant to the Services, including any materials provided to OSEA by the Client or on the Client’s behalf.

Termination
Termination with immediate effect – Either OSEA or the Client may end the Contract immediately by giving notice by registered letter to the other if (i) the other materially breaches it and does not remedy the breach within 14 days, (ii) the other is or appears likely to be unable to pay its debts or becomes insolvent or (iii) the performance of the Contract (including the application of any fee arrangements) may breach independence or a legal or regulatory requirement or standard.
Termination with 30 days’ notice – Either OSEA or the Client may end the Contract subject to 30 days’ notice to be given by registered letter.
Fees payable on termination – The Client agrees to pay OSEA for all Services PwC performs up to the date of termination. Where there is a fixed fee for Services, the Client agrees to pay OSEA for the Services that OSEA has performed on the basis of the time spent at OSEA’s then current hourly rates, up to the amount of the fixed fee. Any contingent element of the fees will remain payable in accordance with the Contract. If a contingent fee cannot be paid for regulatory reasons, the Client will pay all outstanding fees on the basis of time spent performing the Services, unless otherwise agreed.

Dispute resolution
Resolving disputes – If a dispute arises in relation to the Contract, the parties will attempt to resolve it by conducting good faith discussions and negotiations before commencing legal proceedings.
Applicable Law and jurisdiction – The Contract and any dispute arising therefrom, whether contractual or non-contractual, will be governed by Belgian law and be subject to the exclusive jurisdiction of the Belgian courts.
Limitation period – Any claims must be brought no later than one year after the date the claimant should have been aware of the potential claim.

General
Matters beyond reasonable control – The parties will not be liable for failure to meet their obligations due to matters beyond their reasonable and foreseeable control (a “Force Majeure Event”) including, without being limited to, war, natural disasters, terrorist attacks, diseases, epidemics and pandemics. In case a certain event cannot be considered a Force Majeure Event, but one of the parties can still prove that (i) the continued performance of its contractual duties has become excessively unfair or prejudicial due to an event beyond its reasonable and foreseeable control, and (ii) the event or its consequences could not have been or cannot be reasonably avoided, the parties will use their best endeavours to agree upon alternative contractual terms to remove or remedy such unfairness or prejudice, within a reasonable time of the invocation of this clause.
Entire agreement – The Contract forms the entire agreement between the parties in relation to the Services. It replaces any earlier agreements, representations or discussions. Subject to clause 9.4, no party is liable towards any other party (whether for negligence or otherwise) for a representation that is not in the Contract.
Assignment –No party may assign, transfer or delegate its rights or obligations, claims or proceeds from claims arising under the Contract without the other party’s prior written consent and any assignment without such consent will be void and invalid, except that OSEA may transfer its rights and obligations in the Contract to a transferee of all or part of its business.
Invalidity – If any provision of the Contract is held to be invalid or unenforceable, in whole or in part, such provision (or relevant part, as the case may be) will be deemed not to form part of the Contract. In any event, the validity and the enforceability of the remainder of the Contract will not be affected.
Staff – Neither OSEA nor the Client will, during the term of this Contract or within six months of its termination or expiry, solicit directly or indirectly any partner, director or staff of the other who have been involved in providing or receiving Services or have been otherwise connected with this Contract. This will not restrict OSEA from hiring staff who apply unsolicited in response to a general advertising or other general recruitment campaign.
Quality of service – If the Client is not satisfied with the Services, or has suggestions for improvement, the Client can contact its engagement leader. OSEA will consider any complaint promptly and carefully .
Survival – Any clause that is meant to continue to apply after termination of the Contract will do so.