General Terms and Conditions

This page sets out our contractual terms, the scope of our services, our liabilities and the legal framework governing ESGlogic engagements.

In force from January 1, 2024

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1) Scope

1.1. These general terms apply to any contract, order, sale and/or supply of services between the Client and Sustainable Management Team SRL, registered with the BCE under number 0737.611.348 and based at 1050 Ixelles, rue Américaine, 84 (hereafter "the Company").

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

1.3. Unless otherwise agreed in writing, contracts between the Client and the Company are concluded on the following terms.

2) Purpose

2.1. The Company's activities cover the following services:

• ESG/CSR strategic consulting, transformation and transition strategy,
• CSR assessment and consistency diagnostic,
• carbon footprint coordination, materiality matrix, evaluation of CO2 reduction measures, assessment of governance, social and environmental performance,
• strategic change proposals, change support, training,
• communication strategy,
• CSR reporting (CSRD, GRI, etc.), certification support,
• dashboards and environmental and social indicators.

2.2. The Company delivers its services in line with the objectives set by the Client, taking into account that these objectives may be general or specific.

2.3. The services provided by the Company will comply with the proposal validated and confirmed by both parties and/or any specific request submitted in writing (email, presentation, minutes in which stakeholders are involved).

3) Performance of the contract

3.1. The Company provides the services independently and without any form of subordination to the Client.

3.2. The Company is solely responsible for its social and tax obligations as an independent trader.

3.3. The Company may carry out services through employees or subcontractors.

3.4. The Company is not responsible for errors caused by insufficient or incorrect information provided by the Client.

3.5. The Company's liability for the services provided to the Client is in any case limited either to refunding the price paid by the client, or to re-performing the services. The Company's total liability shall never exceed the price paid by the client to the Company for the services giving rise to the claim.

4) Payment

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

4.2. Fees are invoiced once a month by the Company to the Client. Unless otherwise agreed in writing between the parties, a 20% deposit shall be paid at the start of the engagement, the remaining 80% being split according to the number of months of support.

4.3. If the Client so requests at the start of the engagement, a statement of service days and hours may be provided.

4.4. Invoices are payable in cash on the date of receipt of the invoice by the Client.

4.5. Failing payment on the due date, late payment interest at 10% per year shall apply automatically and without notice on the outstanding balance. In addition, any late payment shall automatically and without notice incur, by way of damages, a 10% surcharge on the outstanding balance, with a minimum of €40.00.

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

4.7. Hotel costs and business travel abroad are borne by the Client.

5) Timelines

5.1. As of the signing of the contract by the parties, the Company undertakes to make itself available as agreed in the proposal in order to provide the services within the allotted time. It undertakes to inform the Client of any period of unavailability.

5.2. The Company undertakes to deploy all necessary means to perform the ordered services within the timelines agreed between the parties. This provision is a best-efforts obligation, not an obligation of result.

5.3. The Company cannot be held liable for delays resulting from circumstances beyond its control. Furthermore, no compensation may be claimed from the Company on the basis of a delay in the agreed timelines.

6) Duration and termination of the contract

6.1. The parties set out in a contract the duration foreseen for the performance of the services.

6.2. Either party may terminate the contract subject to a two-month notice period from the date of notification.

6.3. Article 5.2 cannot apply in the case of a specific fixed-term engagement.

6.4. The notification date begins three days after sending an email.

7) Mutual confidentiality

7.1. The Company undertakes to maintain confidentiality, towards third parties, of all information and data collected and used while performing the work.

7.2. The Company takes all possible precautions to protect the client's interests.

7.3. Without the Company's permission, the Client may not make any announcement to third parties concerning the Company's approach, working methods, reports or pricing.

8) Governing law and competent courts

8.1. This contract is governed by and construed in accordance with Belgian law. The nullity or invalidity of any provision of the contract does not compromise or void the binding nature of all 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 sole jurisdiction.

9) Extension, suspension and rescheduling of engagements

9.1. Mandatory prior notification

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

9.2. Extension of the engagement

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

9.3. Pause of the engagement

An engagement may be suspended for a maximum of three (3) months, provided the request has been made within the required timeframe. Beyond that period, new planning must be agreed, with no guarantee that the initial conditions will be maintained.

9.4. Billing in case of rescheduling or suspension

Any request for extension, suspension or rescheduling does not trigger any automatic postponement of billing. Unless otherwise agreed in writing, billing follows the originally agreed schedule, regardless of the pace of execution of the engagement.

10) Ethical framework and independence of support

10.1. ESGlogic agrees to support organisations operating in sectors considered sensitive or controversial, provided that this support is part of a sincere approach to progress, transparency and accountability. Our intervention rests on a clear requirement of access to relevant information, honesty in the data shared and active collaboration from the teams involved.

10.2. ESGlogic reserves the right to conduct its analyses, recommendations and deliverables independently, in accordance with applicable frameworks and recognised best practices, without adapting the message or results for misleading communication purposes. We do not take part 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 implement, including when these findings are demanding or uncomfortable.

Accepting this support implies full and complete adherence to these principles.

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ESGlogic reserves the right to review its rates annually. In the case of a multi-year quote including access to a paid external platform or tool, ESGlogic also reserves the right to adjust, for subsequent years, the portion of the price corresponding to those tools, to reflect any change in costs applied by third-party providers. Such adjustments will be duly justified and communicated to the client within a reasonable timeframe.