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Urbanite SRL Standard Terms & Conditions of Business

Clause 1 — Scope of Business

1.1 The Client appoints URBANITE to provide the Services on the basis of the Engagement Letter and these Standard Terms & Conditions of Business.

1.2 The Engagement Letter and Standard Terms & Conditions of Business are to be read together as a single document. In the event of any conflict, the terms of the Engagement Letter will apply.

1.3 The Client authorises URBANITE to use such specialist advisors and/or specialist sub-contractors, as identified in the Engagement Letter, in order to carry out the whole or any part of the Services.

Clause 2 — Fees

2.1 Fees for work carried out by URBANITE will be set out in the Engagement Letter. VAT will be payable, where applicable, in addition to all other amounts due by the Client to URBANITE under the Terms of Engagement.

2.2 URBANITE reserves the right to renegotiate the fee arrangement in the event that there are significant variations to the scope of that work.

2.3 Invoices are payable in full within 15 days of receipt. URBANITE reserves the right to charge the Client interest on the balance of the unpaid invoice, at the rate of 3% per annum over the base rate of the National Bank of Belgium. Such interest shall run from the date of the invoice until the date when the payment of the balance is received.

Clause 3 — Limitation of Liability

3.1 Neither party shall be liable for any special, indirect or consequential loss or damage (including without limitation loss of profits or business revenue) suffered by the other (including as a result of an action brought by a third party), except to the extent that the same can be shown to be due to gross negligence or wilful misconduct.

3.2 Should a party be deemed liable to the other party, by way of indemnity or by reason of breach of contract or otherwise, URBANITE liability shall in aggregate not exceed the fee agreed for the Project in the Engagement Letter.

3.3 The provision of the Services is for the Client’s benefit only and URBANITE will not be liable to any third party which relies upon any reports or advice provided by URBANITE.

Clause 4 — The Client’s Obligations

4.1 The Client will provide to URBANITE all necessary information reasonably required by URBANITE, to enable URBANITE to carry out the Services during the Engagement.

4.2 The Client acknowledges that URBANITE is entitled to rely upon the accuracy, sufficiency and consistency of any information supplied to it by the Client.

4.3 Unless otherwise specifically agreed, the Client authorises URBANITE to speak to or meet with any other person it may need to contact in order to provide the Services. URBANITE may release to such person, for the purpose of the Services, any non-confidential information which it has obtained during the Engagement.

4.4 The Client will keep confidential and not disclose any methodologies and/or technology utilised by URBANITE in providing the Services to the Client.

Clause 5 — Termination

5.1 Either party is entitled to terminate the Engagement by giving not less than 30 days written notice to the other. Any termination under this Clause 5.1 is without prejudice to any rights or liabilities accrued at the date of such termination.

5.2 URBANITE will be entitled to payment of all fees and expenses incurred by it up to the date of termination calculated in accordance with Clause 2.3.

Clause 6 — Confidentiality

6.1 Subject to the Client’s written instructions to the contrary, URBANITE is authorised to mention the Client name and scope of services in proposals to prospective clients as well as on its web site.

6.2 Except as permitted in Clauses 4.4 and 6.1, URBANITE will not disclose any confidential information relating to the Client which it obtains during the Engagement to any person other than its own advisors.

6.3 All confidential information provided to URBANITE by the Client during the Engagement will be returned to the Client or destroyed by URBANITE upon the request of the Client. The Client authorises URBANITE to retain copies of any confidential information forming the basis of any reports or advice provided by URBANITE to the Client together with copies of any such reports or advice.

6.4 No part of any report or advice produced by URBANITE for the Client shall be reproduced, transmitted, copied or disclosed to any third party without the prior written consent of URBANITE.

Clause 7 — Intellectual Property

7.1 URBANITE is the beneficial owner of all Intellectual Property Rights arising out of, or in connection with, the provision of the Services to the Client.

Clause 8 — Non-Solicitation by Client

8.1 Unless otherwise agreed by one of URBANITE Partners, the Client will not induce or solicit an employee or sub- contractor of URBANITE to take up employment with the Client for a period of 6 months following the end of any involvement by that person.

8.2 In the event that the Client breaches Clause 8.1 of this agreement, URBANITE will be entitled to be paid compensation equal to 6 months’ salary of the employee concerned.

Clause 9 — General

9.1 The Terms of Engagement constitute the entire agreement and understanding of the parties as to the scope and Terms of Engagement. They supersede any prior agreements or understandings between the parties and no variation of the Terms of Engagement will be binding unless agreed in writing.

9.2 In the event that the Client is dissatisfied with the services provided by URBANITE under the Terms of Engagement it must refer such complaint in the first instance to the URBANITE Partner in charge of the Engagement.

9.3 The Terms of Engagement will be governed by and construed in accordance with Belgian Law and the parties irrevocably submit to the exclusive jurisdiction of the Brussels Court.

Clause 10 — Definitions

In these Standard Terms and Conditions of Business and the Engagement Letter the following terms will have the following meanings:

10.1 “Client”: The person or company to whom URBANITE is to provide services in accordance with the Terms of Engagement.

10.2 “URBANITE ”: URBANITE SRL is a limited company under Belgian law. URBANITE is registered at the Company Register and at the VAT authorities under the number BE 759 668 762. Its registered office is in Brussels 58 rue de Parme, Brussels 1060.

10.3 URBANITE ADVISORS is the commercial brand used by URBANITE SRL and its other member companies.

10.4 “Engagement”: The period of the engagement of URBANITE to provide the Services.

10.5 “Engagement Letter”: The URBANITE letter and/or proposal document setting out the Services, the remuneration arrangements and other terms and conditions that form part of the contract between URBANITE and the Client together with the Standard Terms and Conditions of Business.

10.6 “Intellectual Property Rights”: Means all patents, copyrights and design rights (whether registered or not), and all rights of confidence in information, data, know-how or experience whether patentable or not whensoever and howsoever arising and all renewals and extensions thereof.

10.7 “Services”: The services to be provided by URBANITE to the Client and that are detailed in the Engagement Letter.

10.8 “Standard Terms and Conditions of Business”: This Agreement.

10.9 “Terms of Engagement”: Subject to Clause 9.2 the Engagement Letter and the Standard Terms and Conditions of Business read together as a single document.

Urbanite SRL Standard Terms & Conditions of Business
Version 1.1 — 2021/01/20