Terms & Conditions

General Terms and Conditions – Consultant

1. Definitions

Unless otherwise specifically provided in these Terms Consultant, the following terms defined in this article shall have the meanings set forth below. Where the context requires, the singular shall include the plural and vice versa:

“Accepted Performances” mean the total number of Performances filled out by the Consultant and duly accepted by the Client via the Timesheet registration tool on the Platform. With respect to Interim Assignments, the Accepted Performances may differ from the Agreed Performances in the Assignment Agreement and related Task Order;

“Account” means the personal account which is created by a Consultant on the Platform, which allows the Consultant to obtain access to the Platform and use the Service provided by Limine to the Consultant under these Terms Consultant;

“Ad Hoc Assignment” means the Assignment where the Consultant is engaged by the Client with respect to a defined legal topic or task, such as the review of general terms and conditions, provide a legal training, verify an agreement, etc. An Ad Hoc Assignment has a Commencement Date and ends automatically when the task is terminated;

“Affiliate” means, with respect to a Party hereto, any entity that controls, is controlled by or is under common control with such Party, whereby for the purpose of the definition of Affiliate, “control” means, with respect to a Person, (a) to possess, directly or indirectly, the power to direct the management or policies of a Person whether through ownership of voting securities or by contract relating to voting rights or corporate governance, or (b) to own, directly or indirectly, more than fifty percent (50%) of the outstanding voting securities or other ownership interest of such Person; and whereby “Person” shall mean any individual, partnership, corporation, company, trust, association and/or any similar entity or organization;

“Agreed Performances” means the number of working days a week with respect to an Interim Assignment as agreed between the Consultant and the Client in the Assignment Agreement and related Task Order;

“Agreed Consultancy Fee” means the Consultancy Fee as agreed between the Consultant and the Client in a Task Order in relation to an Ad Hoc Assignment or in an Assignment Agreement and related Task Order in relation to an Interim Assignment. The Agreed Consultancy Fee is notified to Limine in accordance with article 4.1.3 and 4.1.4 of these Terms Consultant and include all expenses, excluding VAT;

“Assignment” means any request for consultancy submitted by the Client to Limine, published on the Platform, including all the precise tasks that the Client proposes to offer to a Consultant in exchange for remuneration to which a Consultant may apply and which may lead to the conclusion of a Task Order (with respect to Ad Hoc Assignments) and an Assignment Agreement and related Task Order (with respect to Interim Assignments). The Assignment Agreement between the Client and the Consultant shall be materialized through a contract template provided by Limine under the “More” page of the Site either through a contract provided by the Client or the Consultant. The Assignment is either an Interim Assignment either an Ad Hoc Assignment;

“Assignment Agreement” means the formal agreement concluded between a Consultant and a Client in relation to an Interim Assignment;

“Assignment Term” means the term of the provision of the Consultancy Services in relation to an Assignment as agreed between the Consultant and the Client;

“Business Day” means any day of the week, except for Saturdays, Sundays and public holidays in Belgium;

“Candidate” means any natural person or a Consultant who got an Introduction by Limine to a Client for an Assignment and/or a permanent hire;

 “Client” means any legal person carrying out a legal commercial activity in Belgium or in another country of the European Economic Area, looking for legal consultancy services and publishing to that end an Assignment on the Platform;

“Commencement Date” means the start date of the provision of the Consultancy Services by a Consultant to a Client as agreed in the Task Order (with respect to Ad Hoc Assignments) and in an Assignment Agreement and related Task Order (with respect to Interim Assignments);

“Confidential Information” shall have the meaning as set out in article 13 of these Terms Consultant;

“Consultancy Fee” means the amount payable per man day in relation to Interim Assignments or the amount payable per hour in relation to Ad Hoc Assignments for the Consultancy Services provided by the Consultant;

“Consultancy Services” mean the legal consultancy services provided by the Consultant to the Client as agreed in a Task Order (with respect to Ad Hoc Assignments) and/or in an Assignment Agreement and related Task Order (with respect to Interim Assignments;

“Consultant” means any natural or legal person registered as a self-employed person, carrying out a legal activity in Belgium or in another country of the European Economic Area, looking to provide legal consulting services and applying to that end to Assignments of Clients. Only Consultants having the necessary legal and/or other competences, capacity and knowledge in order to provide legal consultancy services may register, login and use the Platform;

“Content” means any content or information, signatures, responses, profiles, messages, statements, comments, remarks, qualifications, ratings, personal data or file (text, image, video, photos, presentation, codes, etc.) or other materials or otherwise made available via the Platform;

“Contractor” means, in the event the Consultant provides its Consultancy Services as a legal person, the natural person who is a legal representative of the Consultant and who shall execute the Task Order;

“Dedicated Account” means a bank account registered under the name of Limine where the sum of (i) the Remuneration Consultant paid by Clients to Consultants and (ii) the Limine Fee are credited, after which the Remuneration Consultant is transferred to the Consultants, after deduction of the Limine Fee;

“Feedback” means any information, ideas, comments, remarks, suggestions, enquiries or requests for enhancements, recommendations or other feedback provided by a User with respect to the Service;

“Intellectual Property Rights” mean, without limitation, all intellectual property rights, including copyrights, trademarks, service marks, trade and business names, domain names, goodwill, know-how, patents, database rights, topography rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world;

“Interim Assignment” means the Assignment where the Consultant is engaged by the Client on a temporary basis, with a predefined Commencement Date and end date; 

“Introduction” occurs as soon as a Consultant’s or Candidate’s details are presented (orally, in writing or through the Platform) by Limine to the Client, regardless of whether the Client already knows the Consultant or Candidate;

“License” means the license granted by Limine to the Consultant in accordance with the provisions in article 5, 6 and 7 of these Terms Consultant;

“Limine” means Limine BV, having its registered offices at 3080 Tervuren (Belgium), Victor Van Espenlaan 3, with company registration number 0772.713.084;

“Limine Fee” means for any Assignment the amount corresponding with 20 % of the Remuneration Consultant and payable to Limine by the Client in accordance with the Terms Client. Limine reserves expressly the right to modify the Limine Fee at its own discretion;

“Party” means a party to these Terms Consultant, i.e. Limine and the Consultant;

“Performances” mean the number of performed Consultancy Services by a Consultant per month as reported by the Consultant in the Timesheet , which are stated in number of hours with respect to Ad Hoc Assignments and in number of man days (minimum 8 hours/day) with respect to Interim Assignments;

“Platform” means the digital exchange platform owned, managed and maintained by Limine or its Affiliated companies on which Clients and Consultant may register, and may, after registration, be matched and connected with each other following the placement and acceptance of an Assignment and accessible via the Site;

“Representative” means with respect to a Party or a Party’s Affiliate, its directors, officers, employees, contractors, agents, advisors, counsellors, auditors, accountants or lawyers;

“Remuneration Consultant” means the amount which is due by the Client to the Consultant for the Consultancy Services provided by the Consultant with respect to the related Assignment;

“Service” means the services provided by Limine to the Consultant through the Platform or otherwise, under these Terms Consultant;

“Site” means the website of Limine, which address is “https://www.limine.be”, both current and future versions, which is published, owned, managed and maintained by Limine and/or its Affiliated companies, including all information and/or documentation related there, and which is used to connect Clients with Consultants;

“Task Order” means the contract sent by the Client to the Consultant via the Platform and accepted by the Consultant via the Platform in relation to an Assignment, confirming the conditions for execution of the Assignment (description, Agreed Consultancy Fee, etc.);

“Terms Consultant” means the terms and conditions as determined in the present document and which govern the contractual relationship between Limine and the Consultant in relation to the Service. The Terms Consultant include these general terms and conditions, including the Privacy Policy, Cookie Policy and all rules, policies and disclaimers made available through the Platform;

“Timesheet” means the document issued by the time registration tool provided by Limine for reporting the Performances by a Consultant for a Client in relation to an Assignment;

“User” means any Client and any Consultant with an Account.

2. Applicability

2.1 The purpose of these Terms Consultant is to determine the terms and conditions of use as well as the rights and obligations of the Consultant using of the Platform and Service as well as the terms of cooperation which apply in the event of a future cooperation.

2.2 These Terms Consultant apply to all Consultants and are available on the Site.

2.3 Before registering and using this Platform, any Consultant should read carefully these Terms Consultant.  By registering on this Platform any Consultant is acknowledging having carefully read and understood these Terms Consultant in their entirety and agrees, without limitation or qualification, to be bound by these Terms Consultant.  Therefore registration on the Platform is solely possible under the condition that the Consultant has expressly accepted these Terms Consultant.  From the acceptance of these Terms Consultant by the Consultant, an agreement is made between the Consultant and Limine in respect of the Service and the Consultant agrees to be bound by these Terms Consultant explicitly, excluding the applicability of any other general or particular terms and conditions.

2.4 These Terms Consultant do not prejudice any other general or special terms that may be applied to services or products from Limine.  Any modification to these Terms Consultant is valid only if it is in written.

2.5 In order to comply with regulatory or governmental provisions and/or to safeguard continuity of the Service, Limine reserves the right to modify the Terms Consultant in its reasonable discretion from time to time.  Such modifications shall be deemed to be accepted by the Consultant in accordance with article 20.3 of these Terms Consultant.

3. Nature of the relationship between Limine and the Consultant

3.1 The Consultant exercises its activities on an independent basis without any relation of subordination vis-à-vis Limine.  In so far as necessary, the Parties emphasize that the freedom and independence which they have vis-à-vis each other constitutes an essential element for the execution of these Terms Consultant.  The Consultant shall thus organize its activities to its own judgement and choice.  However, it shall contribute all means, energy and time to the Assignment that are necessary for its correct and professional execution and endeavours to take account of the business management of the Client.

3.2 The Parties are independent legal and economic entities entirely.  They each act in their own name and on their own account, except as stated in these Terms Consultant.

Each Party is solely responsible for all applicable tax and social security contributions legally required in relation to the execution of its activities (and for filing the necessary forms and returns in that regard).

3.3 Limine is not a law firm, nor an employment agency, a paying outplacement agency or any other private company in relation to recruitment or employment.

3.4 The Consultant is not an employee or agent of Limine and Limine does not exercise any authority or control of any kind vis-à-vis the Consultant. The Consultant is not posted by Limine to the Client, nor does Limine represent in any way the Consultant and/or the Client.

4. The Service provided by Limine

4.1. Provision of the Platform

4.1.1 Limine provides a Platform on which Clients may publish an Assignment, to which eligible Consultants may apply.  These Assignments may be an Interim Assignment or an Ad Hoc Assignment. For Interim Assignments a Consultancy Fee per man day (of at least eight hours) is applicable; for Ad Hoc Assignments a Consultancy Fee per hour is applicable.

Limine shall propose relevant connections, if any, to the Consultant with respect to suitable Assignments on the Platform on which the Consultant may apply in order to provide Consultancy Services to the concerned Client.  These connections are depending on the requirements of the Client with respect to an Assignment and the profile and preferences of the Consultant.

4.1.2 More than one Consultant may apply to the same Assignment. However, only a short list of the three (3) best matching Consultants, which applied, are proposed to the Client.

The Client chooses, at its own discretion, the Consultant which it considers to be the most suitable for its Assignment, but is free to accept none of the Consultants which applied to the Assignment.  One Consultant per Assignment may be engaged by the Client.

4.1.3 The Client may either invite the Consultant for an interview either directly propose a contract by sending a Task Order to a chosen Consultant with respect to the relevant Assignment.  For the avoidance of doubt, from the acceptance by the Consultant, the Task Order is an agreement between the Consultant and the Client.  Limine is no party to this agreement, but merely a facilitator of the relationship and interactions between the Consultant and the Client through the Service.

In the Task Order the following information is required:

• The type of the Assignment;
• The Commencement Date;
• The Agreed Consultancy Fee.

4.1.4 Special and essential conditions

4.1.4.1 With respect to Ad Hoc Assignments, before the Commencement Date of an Ad Hoc Assignment, the Consultant and the Client shall conclude a Task Order through the Platform, confirming the required information requested in the Task Order, as set forth in article 4.1.3 of these Terms Consultant.

4.1.4.2 With respect to Interim Assignments, before providing any Consultancy Services to the Client, and once the Consultant and the Client have reached an agreement with respect to the Consultancy Services in relation to an Interim Assignment, the Consultant and the Client shall enter into an Assignment Agreement.  In the event another contract template than the contract template provided by Limine under “More” page on the Site is used with respect to the Assignment Agreement, the Consultant undertakes that the invoicing and payment conditions stated in the Assignment Agreement are in accordance with article 4.2 of these Terms Consultant.

The Client shall, within maximum three Business Days of entering into an Assignment Agreement, notify Limine of the engagement of a Consultant for a certain Interim Assignment by sending a Task Order via the Platform to the Consultant, confirming the information required in the Task Order. 

In any event, the Task Order needs to be sent by the Client and accepted by the Consultant before the Commencement Date of the Interim Assignment.

The following information is required:

• The type of the Assignment;
• The Commencement Date and planned end date
• The Agreed Consultancy Fee;
• The agreed number of working days a week (the Agreed Performances).

In the event the Consultant has not received the related Task Order within the stated period, the Consultant undertakes to notify Limine, within maximum five (5) Business Days of entering into an Assignment Agreement, an in any event before the Commencement Date, by confirming the acceptance of providing the Consultancy Services in relation with an Assignment and providing the following information:

• The type of the Assignment;
• The Commencement Date and planned end date ;
• The Agreed Consultancy Fee;
• The agreed number of working days a week (the Agreed Performances).

4.1.4.3 The Task Order shall start on the Commencement Date and end automatically on the end date. In the event of an extension of the Interim Assignment as amended in the original Assignment Agreement, the related original Task Order shall be extended accordingly by the Client within a period of three (3) Business Days after the amended Assignment Agreement, and in any event before the start date of the extension.  In the event the Consultant has not received the related Task Order within the stated period, the Consultant undertakes to notify Limine, within maximum five (5) Business Days of entering into an extended Assignment Agreement, and in any event before the start date of the extension. The same applies if any of the required information in the Task Order has been modified.

4.1.5 Once a Task Order is accepted by the chosen Consultant, the other suitable Consultants which were on the short list and the other eligible Consultants, receive automatically a notification that the Assignment is no longer open for application.

4.2 Invoicing and payment of the Remuneration Consultant

4.2.1 The Consultant determines freely the Consultancy Fee and following negotiations with the Client with respect to an Assignment, concludes the Agreed Consultancy Fee with the Client in a Task Order (with respect to Ad Hoc Assignments) or in an Assignment Agreement and related Task Order (with respect to Interim Assignments).  The typical rates per experience level of the Consultant mentioned on the Platform are merely indicative and are not binding.

The invoicing shall be carried out in accordance with the following applicable invoice conditions, which the Client expressly agrees to accept.

The invoicing of the provided Consultancy Services by the Consultant is done through Limine.

The Consultant grants invoicing and payment collection mandates to Limine with respect to the Remuneration Consultant for the duration of these Terms Consultant.  A direct invoice of the Consultant to the Client nor a direct payment by the Client to the Consultant is not enforceable vis-à-vis Limine.

Limine shall invoice in the name and on behalf of the Consultant in order for the Client to pay the Remuneration Consultant on its Dedicated Account and pay the Remuneration Consultant to the Consultant in relation to the Assignments in accordance with the provisions of this article 4.2.

4.2.2 For every Assignment, the Remuneration Consultant is calculated by multiplying the Agreed Consultancy Fee with the Accepted Performances, in accordance with article 4.2.3 hereunder.

4.2.3 After the provision of the Consultancy Services in relation to an Assignment, the Accepted Performances are determined as following:

–  at the end of each month, per Assignment, the Consultant is obliged to report to the Client via the Timesheet the Performances performed by the Consultant for this Client;

–  the Timesheet is subject to approval by the Client; the Timesheet shall be considered as final, accepted and binding upon the Client, if no motivated objection by the Client is made within 48 hours after its issuance.  The Performances reported in the Timesheet become then automatically the Accepted Performances and the Remuneration Consultant shall be invoiced in accordance with article 4.2.4 – 4.2.7;

– if the Client disputes the Timesheet within the stated delay, it is obliged to motivate its objection, indicate the alleged error or incorrection and immediately propose a correction of the Performances as reported in the original Timesheet by the Consultant.

– in the event the Client has contested the Timesheet, the Consultant shall receive an e-mail from Limine, in which the Consultant is requested to confirm or dispute the contested Timesheet.

– in the event of confirmation of the corrected Timesheet by the Consultant, the Performances in the corrected Timesheet are considered as the Accepted Performances and the Remuneration Consultant shall be invoiced in accordance with article 4.2.4 – 4.2.7 of these Terms Consultant.  The foregoing applies also when the Consultant or the Client does not react to the abovementioned e-mail within a period of 72 hours after the issuance of the e-mail notification.

4.2.4 The invoice is issued automatically via the Platform as soon as the Accepted Performances are confirmed expressly by the Consultant in accordance with the above provisions, which means that the Consultant has accepted and agreed with this concerned invoice issued by Limine.

4.2.5 If the corrected Timesheet is disputed within the stated period, the Client and the Consultant shall co-operate fully and in good faith in order to resolve the dispute. Limine does not intervene.  Pending an agreement between the Client and the Consultant Limine shall invoice the non-disputed part of the Remuneration Consultant.  Upon agreement between the Client and the Consultant with respect to the remaining part of the Remuneration Consultant, Limine shall invoice this part to the Client.  If no agreement is reached and in case of non-payment, the Consultant remains responsible for initiating the debt collection procedure.

4.2.6 If the Consultant receives payment for all or part of the Remuneration Consultant directly from the Client, the Consultant shall immediately notify Limine giving full details of the amounts received. Such amounts shall be deemed to have been paid by Limine to the Consultant and shall be set-off against the amounts that would otherwise have been due by Limine to the Consultant under these Terms Consultant.

4.2.7 Limine shall charge the Client and the Client shall pay Limine the Remuneration Consultant together with Limine’s Fee on the Dedicated Account in accordance with the Terms Client.  The Client shall pay the invoice of Limine within fifteen (15) days as of the date of the invoice.

Save in respect of a dispute in accordance with articles 4.2.3 and 4.2.5, Limine shall pay the Remuneration Consultant, within thirty (30) days as of the date of the invoice, provided that Limine has received the payment of the due amounts on the Dedicated Account. For the sake of clarity, the Consultant agrees that Limine shall be under no obligation to pay the Consultant any amount due by a Client if the Client fails to transfer the Remuneration Consultant to Limine beforehand.

4.2.8 All expenses made by the Consultant in the performance of the Consultancy Services in relation to an Assignment, are included in the Remuneration Consultant.

4.2.9 All amounts as described in these Terms Consultant are excluding VAT. All payments are in EUR.

5. License to use the Platform

5.1 By these Terms Consultant, Limine grants to the Consultant, and the Consultant accepts, a limited, personal, revocable, non-exclusive, non-transferable and a non-assignable License to access and make personal use of the Service for the entire duration of the Terms Consultant. 

5.2 This License is granted to the Consultant only and shall not be considered or construed to be granted to any subsidiary, holding company (including its Affiliates) or clients of the Consultant.  The Consultant may not, in whole or in part, sublicense this License.

5.3 The Consultant understands, acknowledges and agrees that Limine may refuse, suspend, interrupt or terminate its access to the Service at all times in accordance with the Terms Consultant and that under no circumstances it can hold Limine, its Affiliates or its Representatives liable for any matter resulting from or relating to these agreed Terms Consultant.

6. Limitations of the License

6.1  By the acceptance of these Terms Consultant, the Consultant commits and guarantees that it is not and shall not be a competitor of Limine and that, except with Limine’s prior written consent, it shall not use the Service, or any part thereof, for any other purpose than as specified in these Terms Consultant.

6.2.  The Consultant shall not and guarantees that its Affiliates, Representatives and/or its Affiliates’ Representatives shall not, nor admit or assist any third parties in his name, unless expressly permitted in these Terms Consultant:

– copy, modify or download the Platform (except caching or as necessary to view the Content), alter, translate, frame or use framing techniques, distribute, reproduce, republish, display, disclose, transfer, assign or transmit for commercial, non-profit or public purposes all or any part of the Platform and/or its Content; or

– decompile, reverse engineer, disassemble, rent, lease, loan, sell, (sub)license, or create derivative products of whichever nature of the Platform; or

– reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Platform; or

– create Internet “links” to the Platform or any part thereof.

6.3 Feedback will be treated as non-proprietary and non-confidential.  By posting or sending any Feedback, the Consultant hereby grants Limine a royalty-free, non-exclusive, perpetual, irrevocable, worldwide, sub-licensable, transferable license to reproduce, distribute, publicly perform or display, adapt, modify, or otherwise use any suggestions, enhancement requests, recommendations or other feedback provided by a Consultant relating to the functionality of the Platform or the provision of the Service.

7. Obligations of the Consultant

7.1 Consultancy Services

7.1.1 The Consultant shall provide the Consultancy Services that are agreed with the Client and as set out in the Assignment Agreement and the related Task Order (if Interim Assignment) and the Task Order (if Ad Hoc Assignment).  This is an undertaking of means, which the Consultant shall assume and execute to the best of its abilities.  The Consultant is responsible for the Assignment Agreement and the relevant Task Order (if Interim Assignment) and/or Task Order (if Ad Hoc Assignment) concluded with the Client.

During the Assignment Term, the Consultant shall provide the Consultancy Services in accordance with these Terms Consultant and shall comply with all applicable (inter)national and/or European laws, rules and regulations and with all due care, skill, know-how and ability and with the loyalty which is due in the execution of such an agreement. 

The provision of the Consultancy Services in relation to an Assignment has an intuitu personae character, and as such Consultant may not subcontract all or part of the Consultancy Services to an agent, personnel or any other third person, unless prior written approval by Limine and/or the Client.

The Consultant may provide its Consultancy Services under any Task Order solely by its Contractor, if the Consultant provides its Consultancy Services as a legal person.  The name of the Contractor will be listed on the Task Order. The Contractor may not be replaced by another, unless there is prior written agreement from Limine and/or the Client to this effect. 

7.1.2 The Consultant expressly declares that it possesses the required and necessary qualifications and competencies (educational and professional) in view of the provision of the Consultancy Services.  The Consultant is solely responsible for the fulfilment of all administrative, legal, social, fiscal and deontological obligations relating to its professional activity and for keeping them in order.  Limine may request any supporting document proving the veracity of the information provided by the Consultant and the Consultant undertakes to provide it without delay. Limine cannot under any circumstances be held responsible for any failure to comply with these obligations.

7.1.3 If the Consultant is unable to provide the Consultancy Services due to illness or injury, the Consultant shall inform the Client and Limine in writing as soon as reasonably possible. For the avoidance of any doubt, no Remuneration Consultant shall be payable under article 4.2 in respect of any period during which the Consultancy Services are not provided unless otherwise stated in the Assignment Agreement.

7.1.4 The Consultant shall, during the term of the Terms Consultant, maintain at its sole expense adequate insurance policies (professional and civil liability insurance) with an reputed insurance company covering the performance of the Consultancy Services by the Consultant.  At Limine’s first request, the Consultant shall provide Limine with a copy of the insurance certificate mentioning the insurance period, the covered risks and insured amounts.

7.2 Account and use of the Platform

7.2.1 Registration

7.2.1.1 In order to use the Platform it is necessary for every Consultant to register online and create a personal Account.  Registration on the Platform by the Consultant is free of charge.

7.2.1.2 In order to register, the Consultant needs to introduce a valid e-mail address, which is the unique identifier of each User.  When registering an Account, each Consultant chooses a password which can be changed at any time. The Consultant applies online to Limine in order to request access to the Platform.  Limine may, but is under no obligation to, allow access to the Platform.  The Consultant is responsible that the registration information is accurate, complete and current at all times and undertakes to update this information regularly whenever any modification or change occurs.  It is prohibited to use incorrect or misleading information on the Platform.  Doing so may cause serious damage to Limine.  Limine reserves the right to refuse Service, terminate Accounts, remove or edit Content, for any reason, at Limine’s sole discretion without prior notice.

7.2.1.3 The Consultant is solely responsible of the integrity of his Account and its access rights.  Its Account may only be used by the Consultant and its password shall be kept secret. Failure to do so, constitutes a violation of these Terms Consultant.  All actions taken from his Account shall be deemed to have been taken by the Consultant itself, unless the Consultant delivers proof that it has been victim of unauthorized use of its Account.  As soon as the Consultant knows or should have known of any unauthorized use of its login and password, the Consultant must immediately notify Limine by sending an e-mail to support@limine.be.  Limine reserves the right to suspend the Account until further notice.

7.2.1.4 Limine may ask the Consultant any proof of its identity and of the information provided. Failure to respond within 48 hours, Limine has the right to suspend the Account until receipt of the requested information.  Although Limine makes efforts to verify Consultants, Limine cannot guarantee the truthfulness or accuracy of a Consultant’s identity.

7.2.1.5 The registration to Limine does not entail any obligation for the Client to actually order a Consultancy Services from Consultants or any obligation for Consultants to accept any Assignment request from Clients.

Limine is not involved in and incurs no liability whatsoever for the performance of Consultancy Services under a Task Order and for the entailed rights and obligations of the Consultants and/or Clients in such context.

7.2.2 Use of the Platform

7.2.2.1 The Consultant undertakes to use the Platform in a responsible and lawful manner in accordance with all applicable (inter)national laws, treaties, rules and/or regulations and in accordance with these Terms Consultants.  

7.2.2.2 The Consultant shall not use the Platform for any purpose other than those reasonably intended by Limine or in a way that may damage Limine’s interests.   Only a registered User is able to use its Account.  It is strictly prohibited to contact Users of the Platform for advertising, canvassing, promoting one’s activity or for non-professional purposes.

7.2.2.3 The User is prohibited from using personal information belonging to other Users registered on the Platform for advertising purposes on its own behalf or on behalf of another User or a third party. It is also strictly prohibited to use the information which is made available on or through the Platform, including the protected database from Limine, for commercial purposes, whether or not they are competitive, including, but not limited to, mailings or creating databases based on the information contained on the Platform without Limine’s express prior consent.  Furthermore, the User may not (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws or facilitate illegal activity, (ii) use any meta-tags or any other “hidden text” utilizing Limine’s name or Intellectual Property Rights without Limine’s express prior written consent, (iii) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable or disproportionate burden or load on Limine’s infrastructure, (iv) interfere or try to interfere with the proper working of the Platform, or (v) bypass any measures Limine may take to prevent or restrict access to the Platform.

In the event of a violation of the Terms Consultant or in the event of each use of any nature which may harm or damage directly or indirectly Limine, Limine has the right to terminate and delete any Account.  This does not in any way prejudice the right of Limine to claim possible damage from the User causing the damages. 

7.3 The User is solely responsible for any Content posted or otherwise submitted on its Account.  The User guarantees that such Content does not infringe in any way any Intellectual (or other) Property right of a third party.  Limine does not control User Content and therefore does not guarantee the accuracy, integrity or quality of this Content.  Limine shall not be liable for any damage or loss caused by the reliance of a User or third party on any information or content contained in Content posted by another User. 

It is prohibited for the User to publish any Content that is libelous, abusive, obscene, defamatory, infringing, distasteful, slanderous, racist, xenophobic, profane, misleading, threatening, harassing, sexually explicit or otherwise unlawful or tortious material, offensive, contrary to public order and which may damage the image of Users and/or the Platform, or that infringes any Intellectual or other Property Right of any third party.

7.4 Limine reserves the right of inspection on any Content published on the Platform and, where applicable, delete any Content which does not comply with applicable laws or the Terms Consultant.

7.5 Cancellation of the Assignment

The Consultant may cancel its application to an Assignment on the Platform at any time before the conclusion of a Task Order.  In this event, the Consultant shall immediately modify its availability accordingly in its Account.

In the event of an early termination for whichever reason of a Task Order by a Client of a cancellation of an Assignment before the conclusion of a Task Order, no compensation of any kind is due by Limine to the Consultant.  The Consultant may claim the Client for damages directly due to this early termination.

8. Access to the Platform

8.1 By way of an obligation of means, access to the Platform is open at all times, subject to updates and maintenance at Limine’s exclusive initiative and to external causes relating to the general functioning of the internet. Users are responsible for setting up the necessary resources themselves in order to be able to connect to the Platform, including telecommunication costs and internet connection.

8.2 Limine reserves the right to modify and update the Platform with a view to their overall improvement. It also reserves the right to close the Platform for technical maintenance (f.i. virus, bug or other malware, etc.). This restriction of access may be temporarily or permanent without any obligation for Limine to pay compensation or provide prior notice to the User.

In order to ensure the proper functioning and improvements of the Platform, Limine reserves the exclusive right to modify the structure, format and Content of the Platform.

9. Third party links

9.1 Limine is not responsible for the content of any off-Platform pages or any other websites, services or products even if they are linked to or from the Platform.  Links appearing on the Platform are for convenience only and are not endorsed by Limine or any of its associated companies of the referenced content, product, service or supplier. Linking by the User to or from any off-Platform pages or websites is at its own risk.  The User is responsible for examining or evaluating, and as such Limine does not offer any guarantee or warrant with respect to the offerings of any off-Platform pages or any other websites linked to or from the Platform.  Furthermore, Limine shall not be responsible or liable for the actions, content, products or services of such pages or websites, including any privacy policies and/or terms and conditions. 

9.2 The User acknowledges that both the provision and the use of the Service may require the use of certain ancillary software, hardware or services provided by third parties.  Limine shall not be liable for any delays or failures resulting from the use of the said software.  Limine may cease, interrupt or suspend the Service, in whole or in part, without the User having any right to refund, credit or other compensation, if the third party software, hardware or services on which the Service is dependent are no longer available, suspended, interrupted or do not present, in Limine’s discretion, the required level of security.

The User also acknowledges that the provision of the said third party software, hardware or services may be dependent on Limine’s agreement with third party’s licenses and authorizations subject to terms and conditions of that third party. Limine is not responsible for such third party licenses and authorizations.

10. Term and termination

10.1 The term of these Terms Consultant starts from the moment the Consultant has accepted the Terms Consultant.

The User may terminate its Account at any time and unsubscribe, in which case Limine shall delete the Account of the Consultant of the Platform under the express condition that both the Consultant and Limine have fulfilled its relevant obligations as stated in the provisions of this article 10 of the Terms Consultant.  In order to unsubscribe the User sends an e-mail to support@limine.be with the explicit request to terminate its Account.

10.2  The Account may not be terminated as long as any Task Order is in force with a Client.  The deletion of the Account only affects the future.  All obligations and rights established before the deletion of the Account continue to apply to both the Consultant and Limine.

The Consultant is obliged to continue to deliver the Consultancy Services in relation to an Assignment in accordance with these Terms Consultant and the relevant Task Order.  The Remuneration Consultant with respect to all provided Consultancy Services for which Limine has not yet received the Remuneration Consultant from the Client remains due to the Consultant in accordance with these Terms Consultant.

Limine is obliged to continue to provide the Service as described in article 4 of these Terms Consultant.  These obligations shall end automatically as soon as the Remuneration Consultant in relation to the provided Consultancy Services are paid to the Consultant, in accordance with article 4.2.7 of these Terms Consultant.

The Consultant undertakes to cancel any application to any Assignment on the Platform for which no Task Order is concluded with a Client when requesting to unsubscribe.

10.3 Without prejudice to the rights and remedies available, Limine may terminate these Terms Consultant with immediate effect and without compensation, in the event the Consultant should have breached an essential provision of these Terms Consultant (including, without limitation, articles 4.1.4, 4.2, 6, 7, 13 and 14), and should have failed to take the necessary actions to remedy such breach within ten (10) days after request by Limine in writing, if such breach is remediable.

Without prejudice to the rights and remedies available, Limine may suspend or terminate these Terms Consultant with immediate effect and without compensation, in the event the Consultant commits any fraud, intentional error, gross error or common minor error. Limine shall deliver proof at the first request of the Consultant.

Without prejudice to the rights for indemnities and other rights and subject to the applicable laws, either Party shall have the right to terminate these Terms Consultant with immediate effect by registered mail with acknowledgement of receipt in the event of insolvency or liquidation of the other Party.

Any applications made by the Consultant to Assignments on the Platform or concluded Task Orders are automatically cancelled, without entailing any liability for Limine.

10.4 The rights of Limine under article 10 are without prejudice to any other rights that Limine may have at law to terminate these Terms Consultant. Any delay by Limine in exercising its rights to terminate shall not constitute a waiver of these rights.

11. Warranties

11.1. Limine warrants that it has the right to enter into these Terms Consultant and grant to the Consultant a License to use the Service as contemplated by these Terms Consultant.

11.2 It is understood that Limine’s performance of the Service is an obligation of means.  Limine undertakes to do its utmost efforts to provide the Service in an uninterrupted manner to its Users.

To the maximum extent permitted by law, Limine expressly disclaims all warranties and conditions, express, implied and statutory, the implied warranties of title, merchantability, fitness for a particular purpose, performance, reliability, accuracy, quality or completeness or in connection with these Terms or any information or services provided on the Platform or by the Service.  The Service is provided “as is”.  Any use of the Service by the User is at the User’s own risk. 

To the maximum extent as permitted by law, Limine specifically excludes, and the User expressly agrees, all representations and warranties, whether statutory or otherwise, with respect to non-infringement of any rights of any third party.  Limine does not warrant that the operation of the Service shall be uninterrupted or error free or that it shall meet the User’s, its Representatives’ or any other party’s specific needs nor that a service or information provided by Limine under these Terms Consultant shall be free from viruses, harmful components, errors or defects (nor that the said shall be corrected), nor that the Service or Platform shall be compatible with any particular service, platform, hardware or software.

11.3 The Consultant warrants that it has the right to enter into these Terms Consultant and warrants that it shall conduct its activities under these Terms Consultant in accordance with the provisions as set forth in these Terms Consultant and in accordance with all applicable (inter)national and/or European laws, rules and regulations.

11.4 The User acknowledges that Limine is not a law firm, and the employees of Limine are not acting as an attorney of any party.  Limine does not practice law and does not give legal advice.  By using the Service provided by Limine, no attorney-client relationship will be created between the User and Limine. 

The User acknowledges and agrees that the Service or any legal information made available through the Service is not legal, tax or other advice.  The legal information which might be provided via the Service is only provided on an “as is” basis, without any representations or warranties, express or implied and is not guaranteed to be correct, complete or up-to-date. 

The User acknowledges and agrees furthermore that (i) it must not rely on the information provided via the Service as an alternative to legal advice from an attorney or other professional legal services provider, (ii) it should not delay seeking legal advice, disregard legal advice, or commence or discontinue any legal action based on information provided via the Service.

11.5 Limine provides a Platform to help create connections between Clients and Consultants.  Consultants using Limine are not endorsed or approved by Limine.  There is no fee arrangement between Limine and Consultants using the Service.  Before hiring a Consultant and entering into a Task Order (in relation to Ad Hoc Assignments) or an Assignment Agreement and related Task Order (in relation to Interim Assignments), every User should carefully consider the Consultant’s knowledge and experience. No legal representation relationship exists in any way between a User and Limine or its Affiliates.

11.6 Limine takes all reasonable measures to ensure that the information and documents communicated on the Platform by Users are valid and correct. Nevertheless, Limine provides no warranty with respect to the data or Content provided by a User (including, but not limited to, the details of the Assignment, the contact details, degrees, the details of the Curriculum Vitae or any other qualifications of the Consultant) and as such declines any responsibility in the event inaccurate, misleading, false or obsolete information is communicated.

Limine does not offer any warranty with respect to the identity, capacity, competence, solvability or legal status of any User.

11.7 Limine does in any event not guarantee that for each Assignment a suitable Consultant shall be found and vice versa and/or that a Task Order shall be concluded. 

11.8 Limine cannot be held liable in the event of an Assignment cancellation, payment cancellation or non-payment of the Remuneration Consultant, and the consequences that could result from it. 

Limine is not responsible for the negotiation, execution, content of the Assignment and termination of an Assignment.

11.9 The Consultant is solely responsible for the proper execution of the Consultancy Services in relation to an Assignment after the conclusion of a Task Order (with respect to Ad Hoc Assignments) and/or an Assignment Agreement and related Task Order (with respect to Interim Assignments).

In any event Limine is not a party to the Task Order (in relation to an Ad Hoc Assignment) or an Assignment Agreement and related Task Order (in relation to an Interim Assignment) concluded between the Consultant and the Client and cannot be held liable for or be bound by any engagements agreed upon by the Consultants and/or Clients in relation to an Assignment. 

11.10 Any dispute between Consultants and Clients must be settled between them, without the intervention of Limine.  In the event the dispute may jeopardize the proper functioning of Limine in any way, the Users undertake to inform Limine as soon as reasonably possible in respect of the nature of the dispute.

12. Liability and limitation of liability

12.1 Nothing in these Terms shall limit or exclude a Party’s liability for:

1. i) death or personal injury caused by its negligence;
2. ii) fraud or fraudulent misrepresentation; and

iii) any other liability which cannot be limited or excluded by applicable law.

12.2 Limine shall not be responsible for any fault or incompleteness in the Service, the Intellectual Property Rights and the know-how for which it grants a right of use to the User. 

Limine shall not be liable for any abuse of the Service or any other result of wrongful use, loss of data or other commercial consequences for the User arising out of any fault in the Service or arising out of the use of the Service by the User.

12.3 In any case the liability of Limine shall be limited to the amount of two thousand euros (2.000 EUR).  This limitation of liability is applicable, to the maximum extent as permitted by law, whether in contract, tort (including negligence or breach of statutory duty) or otherwise, arising out or in connection with this License.

12.4 To the maximum extent as permitted by applicable law, in any event neither Party shall be liable under or in connection with the use or performance of the Service for (i) loss of actual or anticipated profit or anticipated savings; (ii) losses caused by business interruption; (iii) loss of or damage to goodwill; or (iv) any indirect, special or consequential cost, expense, loss or damage whether arising from breach of contract, tort, negligence, breach of statutory duty or otherwise.

12.5 The Consultant shall defend and indemnify Limine against and hold it harmless from any and all claims, actions, liabilities, losses, expenses of any nature (including without limitation reasonable attorneys’ fees), and costs arising out of any third party claim in respect of any actual or alleged breach by the Consultant of the Service and in the event of an infringement by the Consultant on the Intellectual Property Rights of Limine.

12.6 The Consultant shall have personal liability and shall indemnify on hold harmless Limine in respect of all liabilities, costs, expenses, damages and losses, including but not limited to an direct, indirect or consequential losses, loss of profit, loss of reputation and all interests and reasonable legal costs and all other reasonable professional costs and expenses, suffered or incurred by Limine arising out or in connection with any breach of the provisions of these Terms Consultant by the Consultant, including any negligent or reckless act, omission or default in the provision of the Consultancy Services for a Client and shall accordingly maintain in force during the terms of these Terms Consultant full and comprehensive insurance policies.

Notwithstanding the abovementioned, and except in the event of fraud or wilful misconduct, the total liability of the Consultant to Limine shall be maximum the amount covered by its insurance policy. 

13. Confidentiality

The Consultant acknowledges that through the provision of Consultancy Services and access to the Service, it may have access to confidential information of the Client and Limine.

The Consultant shall, during the term of these Terms Consultant and thereafter, keep confidential and shall not disclose to any third party any information of a confidential nature (including, without limitation, trade secrets and information of commercial value) which may become known to such party, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of these Terms Consultant, or subsequently comes lawfully into the possession of such party from a third party, or as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

The provisions of the present article shall remain in full force and effect notwithstanding any expiry or termination of these Terms Consultant for any reason.

14. Relation with Clients

14.1 During the term of these Terms Consultant, the Consultant is at liberty to provide the services as defined in Article 1 of these Terms Consultant to any other company. The Consultant shall however, always ensure that the services in the context of these Terms Consultant will not be jeopardized as a result of this (e.g. conflicting interests).

14.2 With respect to Interim Assignments

As from an Introduction and/or during the term of these Terms Consultant and until the end of a period of twelve (12) months after the Introduction or after the termination of the last Interim Assignment in the context of an Assignment Agreement and related Task Order (whichever comes last), with respect to the territory of Belgium, the Consultant shall refrain from accepting, outside the Platform or Limine, interim, ad hoc or permanent assignments or provide Consultancy Services of the same or similar nature as stated in these Terms Consultant (i.e. legal consultancy services, except litigation and/or arbitration services) from Clients for which the Consultant may provide or has provided these aforementioned services as from an Introduction and/or during the term of these Terms Consultant and in the context thereof, directly or indirectly, under any capacity whatsoever, without prior written agreement from Limine, even if the initial request is made by the Client. 

14.3 With respect to Ad Hoc Assignments

As from an Introduction and/or during the term of these Terms Consultant and until the end of a period of twelve (12) months after the Introduction or after termination of the first Ad Hoc Assignment in the context of a Task Order, with respect to the territory of Belgium, the Consultant shall not accept, outside the Platform, Interim, Ad Hoc or permanent assignments or other assignments or provide Consultancy Services, of the same or similar nature as stated in these Terms Consultant (i.e. legal consultancy services, except litigation and/or arbitration services), from Clients for which the Consultant has provided these aforementioned services during the term of these Terms Consultant and in the context thereof, under any capacity whatsoever, without prior written agreement from Limine, even if the initial request is made by the Client.

14.4 By way of illustration and not in limitation of the foregoing, the Consultant agrees not to:

• Circumvent (or attempt to) the invoicing and payment process of Limine or the Limine Fee as described in article 4.2 of these Terms Consultant;
• Refer a User it identified on the Platform to a third-party who is not a User of the Platform for purposes of making or receiving payments other than through the invoicing and payment process as described in article 4.2 of these Terms Consultant;
• Fill out the Timesheet with a number of performances which are lower than that actually agreed, made or received between Users for purposes as to circumvent or lower the Limine Fee.

14.5 The Consultant acknowledges and agrees that the only compensation Limine receives for its Service to the Consultant is collected through the Limine Fee described in article 4.2.7 and that in exchange a substantial value to the Consultant is the connections the Consultant makes with Clients.  Limine only receives the Limine Fee when a Client and a Consultant notify Limine through the Task Order in accordance with article 4.1.4 of the Terms Consultant. Therefore, the Consultant acknowledges and agrees that a violation of any provision of article 4.1.4 and of the present article 14 is a material breach of these Terms Consultant. Limine has the right to permanently suspend the Account and to claim compensation for the damage incurred.

15. Indemnification

15.1 In the event of a breach of the articles 13 and 14.2 and 14.4 of these Terms Consultant, the Consultant shall pay to Limine, by way of compensation for damages, a fixed sum in compensation per breach equal to 120 man-days multiplied by 25% of the average Remuneration Consultant that the Consultant is paid during the term of the Terms Consultant, without prejudice to the right of Limine to demonstrate the damage it actually incurred, if this is greater.

15.2 In the event of a breach of the articles 14.3 and 14.4 of these Terms Consultant, the Consultant shall pay to Limine, by way of compensation for damages, per breach, an amount equal to 12% of the estimated earnings over a twelve (12) month period after the termination of the first Ad Hoc Assignment under a Task Order, which is calculated by taking the hourly Consultancy Fee and multiplying it by 2.080.  For the sake of this present article, the Consultancy Fee means here the highest of (i) the highest hourly Consultancy Fee charged by the Consultant on any Task Order, if any; or (ii) the highest hourly Consultancy Fee in the Consultant’s Account profile.

16. Intellectual Property Rights

16.1 Intellectual Property Rights with respect to the Service

16.1.1 All Content available on the Platform, as well as the Platform and its underlying software, is the property of Limine and/or its Affiliated companies.  Except as expressly provided in these Terms Consultant, nothing shall be construed or implied as transferring any license or right.  The Platform and its Content are protected by Intellectual Property Rights.  Any use without the express prior written consent of Limine is prohibited, except as provided in these Terms Consultant.

In case of any modification to the Platform, the Intellectual Property Rights on these modifications shall be considered from their creation to belong exclusively and solely to Limine.

16.1.2 Any retrieval, reproduction or representation, in whole or in part, of the Platform or any of its components is strictly prohibited.

16.1.3 Any User shall respect at all time the Intellectual Property Rights from Limine and undertake all reasonable efforts in order to protect these rights.  The User shall notify Limine immediately in case of any infringement or alleged infringement by a third party on the Intellectual Property Rights from Limine.

16.1.4 If Limine reasonably determines, or any third party alleges, that the use of the Service by the User in accordance with the Terms Consultant infringes any third party’s Intellectual Property Rights, Limine shall at its own cost and expense, without undue delay:

–             use reasonable efforts to modify the Service in such a way that they no longer (allegedly) infringe the relevant Intellectual Property Rights, provided that it continues to operate, function and perform in substantially the same manner; or

–             procure for the User the right to continue to use the Service in accordance with this Agreement; or

–             terminate (part of) the Service.

The foregoing states the entire liability and obligation of Limine and the sole remedy of the User with respect to a third party claim.

16.1.5 Users publishing Content on the Platform retain full ownership of any Content they publish.

16.1.6 Nevertheless, by creating an Account and publishing Content on the Platform, no matter its kind, the User grants to Limine the right to use, stock, host, reproduce, publish, modify and translate such Content, including for marketing purposes. This authorization extends worldwide and is valid for the entire duration of the User’s registration to the Platform. It can under no circumstances be called into question. The authorization ends as soon as the User deregisters and deletes its Account.

16.2 Intellectual Property Rights with respect to the Consultancy Services

The Consultant acknowledges and agrees that unless otherwise specified in an Assignment Agreement or other contractual document between the Consultant and the Client, any and all Intellectual Property Rights generated by the Consultant in the course of providing the Consultancy Services within the framework of a Task Order (in relation to an Ad Hoc Assignment) or an Assignment Agreement and related Task Order (in relation to an Interim Assignment), are assigned on creation to the relevant Client.  No other compensation than the Remuneration Consultant is due to the Consultant.

17. Protection of personal data

The protection of Users’ personal data is guaranteed by the Privacy Policy available on the Site here : https://www.limine.be/privacypolicy which the Users shall have expressly accepted before using the Service.

By using this Platform and having expressly accepted the Privacy Policy, any User expressly acknowledges having read the Privacy Policy in their entirety and with care and attention and fully and unreservedly accepts each and every one of these Terms Consultant.

18. Cookies

For the proper functioning of the Service, cookies are installed in the User’s computer when it connects to the Site. Cookies record information relating to navigation (pages visited, date and time of visit, etc.) and the identification of its Users.

By clicking ‘agree’ when the cookie notice is shown the User thereby gives consent for cookies to be placed and read out on the Site.

If desired, the Users can decide to change browser settings to disable cookies. However, should the User choose to disable, reject or block the cookies, some parts of the Site will not function fully, or in some cases, the Site will not be accessible at all. Limine will not be responsible for such malfunction. As each browser software is different, the User is invited to consult the instructions of its browser to configure it as it wishes.

The entire cookies policy is available here: https://www.limine.be/cookiespolicy.

19. Assignment

The Consultant shall not assign or otherwise transfer its rights and obligations in whole or in part under these Terms Consultant without prior written consent of Limine. 

Limine may transfer, assign or delegate these Terms Consultant and its rights and obligations, or part thereof, to any third party without consent of the User and without being bound to pay any compensation of damages to the User whatsoever. 

20. Miscellaneous

20.1 Severability – If any legal or otherwise competent authority declares any of the provisions of these Terms Consultant to be null, illegal, or impossible to fulfil for any reason, the other provisions shall remain valid and shall maintain all their effects.  The Parties shall meet in order to negotiate in good faith the new provisions to be substituted to those declared null, illegal, or impossible to fulfil, seeking those that are the closest to the spirit of these Terms Consultant.

20.2 Notices – Parties may give any notice to each other by e-mail or registered letter.  If to the User, the e-mail address/address that is on record in Limine’s account information shall be used.  If to Limine, e-mails have to be sent to info@limine.be. 

20.3 Change of Terms Consultant – Limine reserves the right, at its sole discretion, to modify or replace at any time all or part of the Terms Consultant.

In the event of a modification in the Terms Consultant, Limine will inform the Consultant of the modifications made by making available the amended Terms Consultant on the Site.  In the event of a material change, Limine will notify the Consultant of such changes.  Limine shall, at its sole discretion, determine what constitutes a material change.  Any User is responsible for reviewing these changes.  In the absence of a response, the amended Terms Consultant will be binding thirty (30) days after the notification, unless in the event of continued use of the Services, after being duly notified, whichever comes first.

20.4 Third party’s rights – Unless expressly agreed otherwise, the Terms Consultant do not generate any right for third parties.

20.5 Entire Agreement – These Terms Consultant represent the entirety of the agreement between Limine and the Consultant.  These Terms Consultant supersede and terminate all previous written and agreements, negotiations and discussions relating to the subject matter of these Terms Consultant. 

20.6 No waiver – The non-exercise (in whole or in part) by either Party of its rights or the election of any one or more remedies by either Party under these Terms  Consultant or under any other contract concluded between a Consultant and Limine shall in no way constitute a waiver of such rights or the right to pursue any other available remedies.

20.7 Force Majeure – Notwithstanding any other provisions of these Terms Consultant, if, for any reason beyond the reasonable control of a Party, including, without limitation, acts of God, governmental acts, war, riot, terrorist action, strike, lockout, industrial action, accident, fire, flood, drought, tempest, natural disasters, pandemic, explosion or civil commotion, such Party is unable to execute in whole or in parts its obligations under the Terms Consultant, such Party shall be relieved of those obligations to the extent it is unable to execute for the duration of this inability and such inability to execute shall not make such Party liable to the other Party.  If the event of a case of force majeure, the concerned Party shall notify without delay and within maximum seven (7) calendar days of the onset of such force majeure. 

20.8 Governing law and jurisdiction – These Terms Consultant shall be governed by and construed under the laws of Belgium.  In case of controversy or dispute which cannot be amiably solved, the courts of the jurisdiction where the registered office of Limine is located, shall be exclusively competent.

General Terms and Conditions – Client

1. Definitions

Unless otherwise specifically provided in these Terms Client, the following terms defined in this article shall have the meanings set forth below. Where the context requires, the singular shall include the plural and vice versa:

“Accepted Performances” mean the total number of Performances filled out by the Consultant and duly accepted by the Client via the Timesheet registration tool on the Platform. With respect to Interim Assignments, the Accepted Performances may differ from the Agreed Performances in the Assignment Agreement and related Task Order;

“Account” means the personal account which is created by a Client on the Platform, which allows the Client to obtain access to the Platform and use the Service provided by Limine to the Client under these Terms Client;

“Ad Hoc Assignment” means the Assignment where the Consultant is engaged by the Client with respect to a defined legal topic or task, such as the review of general terms and conditions, provide a legal training, verify an agreement, etc. An Ad Hoc Assignment has a Commencement Date and ends automatically when the task is terminated;

“Affiliate” means, with respect to a Party hereto, any entity that controls, is controlled by or is under common control with such Party, whereby for the purpose of the definition of Affiliate, “control” means, with respect to a Person, (a) to possess, directly or indirectly, the power to direct the management or policies of a Person whether through ownership of voting securities or by contract relating to voting rights or corporate governance, or (b) to own, directly or indirectly, more than fifty percent (50%) of the outstanding voting securities or other ownership interest of such Person; and whereby “Person” shall mean any individual, partnership, corporation, company, trust, association and/or any similar entity or organization;

“Agreed Performances” means the number of working days a week with respect to an Interim Assignment as agreed between the Consultant and the Client in the Assignment Agreement and related Task Order;

“Agreed Consultancy Fee” means the Consultancy Fee as agreed between the Consultant and the Client in a Task Order in relation to an Ad Hoc Assignment or in an Assignment Agreement and related Task Order in relation to an Interim Assignment. The Agreed Consultancy Fee is notified to Limine in accordance with article 4.1.3 and 4.1.4 of these Terms Client and include all expenses, excluding VAT;

“Assignment” means any request for consultancy submitted by the Client to Limine, published on the Platform, including all the precise tasks that the Client proposes to offer to a Consultant in exchange for remuneration to which a Consultant may apply and which may lead to the conclusion of a Task Order (with respect to Ad Hoc Assignments) and/or an Assignment Agreement and related Task Order (with respect to Interim Assignments). The Assignment Agreement between the Client and the Consultant shall be materialized through a contract template provided by Limine under the “More” page of the Site either through a contract provided by the Client or by the Consultant. The Assignment is either an Interim Assignment either an Ad Hoc Assignment.

“Assignment Agreement” means the formal agreement concluded between a Consultant and a Client in relation to an Interim Assignment;

“Assignment Term” means the term of the provision of the Consultancy Services in relation to an Assignment as agreed between the Consultant and the Client;

“Business Day” means any day of the week , except for Saturdays, Sundays and public holidays in Belgium;

“Client” means any legal person carrying out a legal commercial activity in Belgium or in another country of the European Economic Area, looking for legal consultancy services and publishing to that end an Assignment on the Platform.  If such a person is acting on behalf of a company, organization or other legal entity, this person is entering into these Terms Client for that legal entity, company or organization; 

“Commencement Date” means the start date of the provision of the Consultancy Services by a Consultant to a Client as agreed in the Task Order (with respect to Ad Hoc Assignments) and in an Assignment Agreement and related Task Order (with respect to Interim Assignments);

“Confidential Information” shall have the meaning as set out in article 13 of these Terms;

“Consultancy Fee” means the amount payable per man day in relation to Interim Assignments or the amount payable per hour in relation to Ad Hoc Assignments for the Consultancy Services provided by the Consultant;

“Consultancy Services” mean the legal consultancy services provided by the Consultant to the Client as agreed in a Task Order (with respect to Ad Hoc Assignments) and/or in an Assignment Agreement and related Task Order (with respect to Interim Assignments);

“Consultant” means any natural or legal person registered as a self-employed person, carrying out a legal activity in Belgium or in another country of the European Economic Area, looking to provide legal consulting services and applying to that end to Assignments of Clients. Only Consultants having the necessary legal and/or other competences, capacity and knowledge in order to provide legal consultancy services may register, login and use the Platform;

“Content” means any content or information, signatures, responses, profiles, messages, statements, comments, remarks, qualifications, ratings, personal data or file (text, image, video, photos, presentation, codes, etc.) or other materials or otherwise made available via the Platform;

“Contractor” means, in the event the Consultant provides its Consultancy Services as a legal person, the natural person who shall execute the Task Order;

“Dedicated Account” means a bank account registered under the name of Limine where the Remuneration Consultant paid by Clients to Consultants are credited and then transferred to the Consultants, after deduction of the Limine Fee;

“Feedback” means any information, ideas, comments, remarks, suggestions, enquiries or requests for enhancements, recommendations or other feedback provided by a User with respect to the Service;

“Intellectual Property Rights” mean, without limitation, all intellectual property rights, including copyrights, trademarks, service marks, trade and business names, domain names, goodwill, know-how, patents, database rights, topography rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world;

“Interim Assignment” means the Assignment where the Consultant is engaged by the Client on a temporary basis, with a predefined Commencement Date and end date; 

“License” means the license granted by Limine to the Client in accordance with the provisions in article 5, 6 and 7 of these Terms Client;

“Limine” means Limine BV, having its registered offices at 3080 Tervuren (Belgium), Victor Van Espenlaan 3, with company registration number 0772.713.084;

“Limine Fee” means for any Assignment the amount corresponding with 20 % of the Remuneration Consultant and payable to Limine by the Client in accordance with the Terms Client;

“Party” means a party to these Terms Client, i.e. Limine and the Client;

“Performances” mean the number of performed Consultancy Services by a Consultant per month as reported by the Consultant in the Timesheet , which are stated in number of hours with respect to Ad Hoc Assignments and in number of man days (minimum 8 hours/day) with respect to Interim Assignments;

“Platform” means the digital exchange platform owned, managed and maintained by Limine and/or its Affiliated companies on which Clients and Consultant may register, and may, after registration, be matched and connected with each other following the placement and acceptance of an Assignment and accessible via the Site;

“Representative” means with respect to a Party or a Party’s Affiliate, its directors, officers, employees, contractors, agents, advisors, counsellors, auditors, accountants or lawyers;

“Remuneration Consultant” means the amount which is due by the Client to the Consultant for the Consultancy Services provided by the Consultant with respect to the related Assignment;

“Service” means the services provided by Limine to the Client through the Platform or otherwise, under these Terms Client;

“Site” means the website of Limine, which address is “https://www.limine.be”, both current and future versions, which is published, owned, managed and maintained by Limine and/or its Affiliated companies, including all information and/or documentation related there, and which is used to connect Clients with Consultants;

“Task Order” means the contract sent by the Client to the Consultant via the Platform and accepted by the Consultant via the Platform in relation to an Assignment, confirming the conditions for execution of the Assignment (description, Agreed Consultancy Fee, etc.);

“Terms Client” means the terms and conditions as determined in the present document and which govern the contractual relationship between Limine and the Client in relation to the Service. The Terms Client include these general terms and conditions, including the Privacy Policy, Cookie Policy and all rules, policies and disclaimers made available through the Platform;

“Timesheet” means the document issued by the time registration tool provided by Limine for reporting the Performances by a Consultant for a Client in relation to an Assignment;

“User” means any Client and any Consultant with an Account.

2. Applicability

2.1 The purpose of these Terms Client is to determine the terms and conditions of use as well as the rights and obligations of the Client using of the Platform and Service as well as the terms of cooperation which apply in the event of a future cooperation.

2.2 These Terms Client apply to all Clients and are available on the Site.

2.3 Before registering and using this Platform, any Client should read carefully these Terms Client.  By registering on this Platform any Client is acknowledging having carefully read and understood these Terms Client in their entirety and agrees, without limitation or qualification, to be bound by these Terms Client.  Therefore, registration on the Platform is solely possible under the condition that the Client has expressly accepted these Terms Client.  From the acceptance of these Terms Client by the Client, an agreement is made between the Client and Limine in respect of the Service and the Client agrees to be bound by these Terms Client explicitly, excluding the applicability of any other general or particular terms and conditions.

2.4 These Terms Client do not prejudice any other general or special terms that may be applied to services or products from Limine.  Any modification to these Terms Client is valid only if it is in written.

2.5 In order to comply with regulatory or governmental provisions and/or to safeguard continuity of the Service, Limine reserves the right to modify the Terms Client in its reasonable discretion from time to time.  Such modifications shall be deemed to be accepted by the Client in accordance with article 20.3 of these Terms Client.

3. Nature of the relationship between Limine and the Client

3.1 Limine exercises its activities on an independent basis without any relation of subordination vis-à-vis the Client.  In so far as necessary, the Parties emphasize that the freedom and independence which they have vis-à-vis each other constitutes an essential element for the execution of these Terms Client. 

3.2 The Parties are independent legal and economic entities entirely.  They each act in their own name and on their own account.

Each Party is solely responsible for all applicable tax and social security contributions legally required in relation to the execution of its activities (and for filing the necessary forms and returns in that regard).

3.3 Limine is not a law firm, nor an employment agency, a paying outplacement agency or any other private company in relation to recruitment or employment.

3.4 The Client acknowledges and agrees that the Consultant is not an employee or agent of Limine and that Limine does not exercise any authority or control of any kind vis-à-vis the Consultant. The Consultant is not posted by Limine to the Client, nor does Limine represent in any way the Consultant and/or the Client.

3.5 The Client may not act in such way with regard to the Consultant as to place the Consultant in a situation of subordination.  In any event, the Client shall bear all possible social and tax consequences of such a situation.

4. The Service provided by Limine

4.1. Provision of the Platform

4.1.1 Limine provides a Platform on which Clients may publish an Assignment, to which eligible Consultants may apply.  These Assignments may be an Interim Assignment or an Ad Hoc Assignment. For Interim Assignments a Consultancy Fee per man day (of at least eight hours) is applicable; for Ad Hoc Assignments a Consultancy Fee per hour is applicable.

The Client is responsible for the accuracy, clarity and exhaustiveness of the description of the Assignment which it publishes on the Platform. Unless expressly agreed between the Consultant and the Client, any possible errors as well as any additional costs of the Assignment that may result from this error must be borne by the Client. The Client undertakes to post only serious Assignments that they actually need to execute and that they actually search Consultant(s) for. The Client acknowledges that any publication of a fictitious Assignment would be contrary to the Terms Client and could result in sanctions. The Client undertakes to detail as much as possible its needs as well as the conditions of its Assignment at the time of publication in order to prevent any misunderstanding with the Consultant.

Limine shall propose relevant connections, if any, to the Consultant with respect to suitable Assignments on the Platform on which the Consultant may apply in order to provide Consultancy Services to the concerned Client.  These connections are depending on the requirements of the Client with respect to an Assignment and the profile and preferences of the Consultant.

4.1.2 More than one Consultant may apply to the same Assignment. However, only a short list of the three (3) best matching Consultants, which applied, are proposed to the Client.

The Client chooses, at its own discretion, the Consultant which it considers to be the most suitable for its Assignment, but is free to accept none of the Consultants which applied to the Assignment.  One Consultant per Assignment may be engaged by the Client.

4.1.3 The Client may either invite the Consultant for an interview either directly propose a contract by sending a Task Order to a chosen Consultant with respect to the relevant Assignment.  For the avoidance of doubt, from the acceptance by the Consultant, the Task Order is an agreement between the Consultant and the Client.  Limine is no party to this agreement, but merely a facilitator of the relationship and interactions between the Consultant and the Client through the Service.

In the Task Order, the following information is required:

–  The type of the Assignment;

• – The Commencement Date;
• – The Agreed Consultancy Fee

4.1.4 Special and essential conditions

4.1.4.1 With respect to Ad Hoc Assignments, before the Commencement Date of an Ad Hoc Assignment, the Consultant and the Client shall conclude a Task Order through the Platform, confirming the required information requested in the Task Order, as set forth in article 4.1.3 of these Terms Client.

4.1.4.2 With respect to Interim Assignments, before accepting any Consultancy Services from the Consultant, and once the Consultant and the Client have reached an agreement with respect to the Consultancy Services in relation to an Interim Assignment, the Consultant and the Client shall enter into an Assignment Agreement. In the event another contract template than the contract template provided by Limine under “More” page on the Site is used with respect to the Assignment Agreement, the Client agrees expressly that the invoicing and payment conditions stated in the Assignment Agreement are in accordance with article 4.2 of these Terms Client.

The Client shall, within maximum three Business Days of entering into an Assignment Agreement, notify Limine of the engagement of a Consultant for a certain Interim Assignment by sending a Task Order via the Platform to the Consultant, confirming the information required in the Task Order. 

In any event, the Task Order needs to be sent by the Client and accepted by the Consultant before the Commencement Date of the Interim Assignment.

The following information is required:

• The type of the Assignment;
• The Commencement Date and planned end date ;
• The Agreed Consultancy Fee;
• The agreed number of working days a week. (the Agreed Performances)

In the event the Consultant has not received the related Task Order within the stated period, the Consultant undertakes to notify Limine, within maximum five (5) Business Days of entering into an Assignment Agreement, and in any event before the Commencement Date, by confirming the acceptance of providing the Consultancy Services in relation with an Assignment and providing the following information:

• The type of the Assignment;
• The Commencement Date and planned end date;
• The Agreed Consultancy Fee;
• The agreed number of working days a week. (the Agreed Performances)

4.1.4.3 The Task Order shall start on the Commencement Date and end automatically on the end date. In the event of an extension of the Interim Assignment as amended in the original Assignment Agreement, the related original Task Order shall be extended accordingly by the Client within a period of three (3) Business Days after the amended Assignment Agreement, and in any event before the start date of the extension.  In the event the Consultant has not received the related Task Order within the stated period, the Consultant undertakes to notify Limine, within maximum five (5) Business Days of entering into an extended Assignment Agreement, and in any event before the start date of the extension.  The same applies if any of the required information in the Task Order has been modified.

4.1.5 Once a Task Order is accepted by the chosen Consultant, the other suitable Consultants which were on the short list and the other eligible Consultants, receive automatically a notification that the Assignment is no longer open for application.

4.2 Invoicing and payment of the Remuneration Consultant

4.2.1 The Client determines freely its budget with respect to the Consultancy Fee and following negotiations with the Consultant with respect to an Assignment, concludes the Agreed Consultancy Fee with the Consultant in a Task Order (with respect to Ad Hoc Assignments) or in an Assignment Agreement and related Task Order (with respect to Interim Assignments).  The typical rates per experience level of the Consultant mentioned on the Platform are merely indicative and are not binding.

4.2.2 The invoicing shall be carried out in accordance with the following applicable invoice conditions, which the Client expressly agrees to accept.

The invoicing of the provided Consultancy Services by the Consultant is done through Limine.

The Consultant grants invoicing and payment collection mandates to Limine with respect to the Remuneration Consultant for the duration of the Terms Consultant.  A direct invoice of the Consultant to the Client nor a direct payment by the Client to the Consultant is not enforceable vis-à-vis Limine.

Limine shall invoice in the name and on behalf of the Consultant in order for the Client to pay the Remuneration Consultant on its Dedicated Account and pay the Remuneration Consultant to the Consultant in relation to the Assignments in accordance with the provisions of this article 4.2.

4.2.2 For every Assignment, the Remuneration Consultant is calculated by multiplying the Agreed Consultancy Fee with the Accepted Performances, in accordance with article 4.2.3 hereunder.

4.2.3 After the provision of the Consultancy Services in relation to an Assignment, the Accepted Performances are determined as following:

–  at the end of each month, per Assignment, the Consultant is obliged to report to the Client via the Timesheet the Performances performed by the Consultant for this Client;

–  the Timesheet is subject to approval by the Client; the Timesheet shall be considered as final, accepted and binding upon the Client, if no motivated objection by the Client is made within 48 hours after its issuance.  The Performances reported in the Timesheet become then automatically the Accepted Performances and the Remuneration Consultant shall be invoiced in accordance with article 4.2.4 – 4.2.7;

– if the Client disputes the Timesheet within the stated delay, it is obliged to motivate its objection, indicated the alleged error or incorrection and immediately propose a correction the Performances as reported in the original Timesheet by the Consultant.

– in the event the Client has contested the Timesheet, the Consultant shall receive an e-mail from Limine, in which the Consultant is requested to confirm or dispute the contested Timesheet.

– in the event of confirmation of the corrected Timesheet by the Consultant, the Performances in the corrected Timesheet are considered as the Accepted Performances and the Remuneration Consultant shall be invoiced in accordance with article 4.2.4 – 4.2.7 of these Terms Client.  The foregoing applies also when the Consultant or the Client does not react to the abovementioned e-mail within a period of 72 hours after the issuance of the e-mail notification.

4.2.4 The invoice is issued automatically via the Platform as soon as the Accepted Performances are confirmed expressly by the Consultant in accordance with the above provisions, which means that the Consultant has accepted and agreed with this concerned invoice issued by Limine.

4.2.5 If the corrected Timesheet is disputed within the stated period, the Client and the Consultant shall co-operate fully and in good faith in order to resolve the dispute. Limine does not intervene.  Pending an agreement between the Client and the Consultant Limine shall invoice the non-disputed part of the Remuneration Consultant.  Upon agreement between the Client and the Consultant with respect to the remaining part of the Remuneration Consultant, Limine shall invoice this part to the Client.  If no agreement is reached and in case of non-payment, the Consultant remains responsible for initiating the debt collection procedure.

4.2.6 If the Consultant receives payment for all or part of the Remuneration Consultant directly from the Client, the Consultant shall immediately notify Limine giving full details of the amounts received. Such amounts shall be deemed to have been paid by Limine to the Consultant and shall be set-off against the amounts that would otherwise have been due by Limine to the Consultant under these Terms Client.

4.2.7 Limine shall charge the Client and the Client shall pay Limine the Remuneration Consultant together with Limine’s Fee on the Dedicated Account in accordance with the Terms Client.  The Client shall pay the invoice of Limine within fifteen (15) days as of the date of the invoice. In case of delays in the payment of one or several invoices to Limine and without prejudice to any right or remedy, Limine has the right to obtain an interest for delay of an annual cost of 12% or the default rate laid down by the legislation in force at the date which the debt is due (law of 2 August 2002 on combating late payment in commercial transactions (M.B. 7 August 2002) or the subsequent law), the greater rate is, from the date on which payment is due with a minimum of 75 EUR, unless the invoice is questioned in good faith.  Administrative fees of 75 EUR will be invoiced at each recall of payment by e-mail or by mail.  A legal clause of 10% of the total amount of the debt, partially or completely unpaid, is due in its own right in case of failure to pay.  In case of delay in the payment, even partial, of any sum of money payable to Limine, the total amount of recovery costs will be at the charge of the defaulting debtor, whatever the sum of money, whatever the manner the recovery is proceeded either amicably and/or judiciary and/or with a bailiff or any other manner. 

Save in respect of a dispute in accordance with articles 4.2.3 and 4.2.5, Limine shall pay the Remuneration Consultant, within thirty (30) days as of the date of the invoice, provided that Limine has received the payment of the due amounts on the Dedicated Account. For the sake of clarity, the Consultant agrees that Limine shall be under no obligation to pay the Consultant any amount due by a Client if the Client fails to transfer the Remuneration Consultant to Limine beforehand.

4.2.8 All expenses made by the Consultant in the performance of the Consultancy Services in relation to an Assignment, are included in the Remuneration Consultant.

4.2.9 All amounts as described in these Terms Client are excluding VAT. All payments are in EUR.

5. License to use the Platform

5.1 By these Terms Client, Limine grants to the Client, and the Client accepts, a limited, personal, revocable, non-exclusive, non-transferable and a non-assignable License to access and make personal use of the Service for the entire duration of the Terms Client. 

5.2 This License is granted to the Client only and shall not be considered or construed to be granted to any subsidiary, holding company (including its Affiliates) or clients of the Client.  The Client may not, in whole or in part, sublicense this License.

5.3 The Client understands, acknowledges and agrees that Limine may refuse, suspend, interrupt or terminate its access to the Service at all times in accordance with the Terms Client and that under no circumstances it can hold Limine, its Affiliates or its Representatives liable for any matter resulting from or relating to these agreed Terms Client.

6. Limitations of the License

6.1  By the acceptance of these Terms Client, the Client commits and guarantees that it is not and shall not be a competitor of Limine and that, except with Limine’s prior written consent, it shall not use the Service, or any part thereof, for any other purpose than as specified in these Terms Client.

6.2.  The Client shall not and guarantees that its Affiliates, Representatives and/or its Affiliates’ Representatives shall not, nor admit or assist any third parties in his name, unless expressly permitted in these Terms Client:

– copy, modify or download the Platform (except caching or as necessary to view the Content), alter, translate, frame or use framing techniques, distribute, reproduce, republish, display, disclose, transfer, assign or transmit for commercial, non-profit or public purposes all or any part of the Platform and/or its Content; or

– decompile, reverse engineer, disassemble, rent, lease, loan, sell, (sub)license, or create derivative products of whichever nature of the Platform; or

– reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Platform; or

– create Internet “links” to the Platform or any part thereof.

6.3 Feedback will be treated as non-proprietary and non-confidential.  By posting or sending any Feedback, the Client hereby grants Limine a royalty-free, non-exclusive, perpetual, irrevocable, worldwide, sub-licensable, transferable license to reproduce, distribute, publicly perform or display, adapt, modify, or otherwise use any suggestions, enhancement requests, recommendations or other feedback provided by a Client relating to the functionality of the Platform or the provision of the Service.

7. Obligations of the Client

7.1 With respect to the Consultancy Services

7.1.1 The Client undertakes to act in accordance with these Terms Client and all applicable (inter)national and European laws, rules and regulations.

If applicable, in relation to a Task Order (with respect to Ad Hoc Assignments) or an Assignment Agreement and related Task Order (with respect to Interim Assignments), the Client undertakes:

– to make available sufficient space in its premises to the Consultant;

– to provide the Consultant with all company material and information which is necessary for the execution of the Assignment.

7.2 Account and use of the Platform

7.2.1 Registration

7.2.1.1 In order to use the Platform it is necessary for every Client to register online and create a personal Account.  Registration on the Platform by the Client is free of charge.

7.2.1.2 In order to register, the Client needs to introduce a valid e-mail address, which is the unique identifier of each User.  When registering an Account, each Client chooses a password which can be changed at any time. The Client applies online to Limine in order to request access to the Platform.  Limine may, but is under no obligation to, allow access to the Platform.  The Client is responsible that the registration information is accurate, complete and current at all times and undertakes to update this information regularly whenever any modification or change occurs.  It is prohibited to use incorrect or misleading information on the Platform.  Doing so may cause serious damage to Limine.  Limine reserves the right to refuse Service, terminate Accounts, remove or edit Content, for any reason, at Limine’s sole discretion without prior notice.

7.2.1.3 The Client is solely responsible of the integrity of his Account and its access rights.  Its Account may only be used by the Client and its password shall be kept secret. Failure to do so, constitutes a violation of these Terms Client.  All actions taken from his Account shall be deemed to have been taken by the Client itself, unless the Client delivers proof that it has been victim of unauthorized use of its Account.  As soon as the Client knows or should have known of any unauthorized use of its login and password, the Client must immediately notify Limine by sending an e-mail to support@limine.be.  Limine reserves the right to suspend the Account until further notice.

7.2.1.4 Limine may ask the Client any proof of its identity and of the information provided. Failure to respond within 48 hours, Limine has the right to suspend the Account until receipt of the requested information.  Although Limine makes efforts to verify Users, Limine cannot guarantee the truthfulness or accuracy of a User’s identity.

7.2.1.5 The registration to Limine does not entail any obligation for the Client to actually order a Consultancy Services from Consultants or any obligation for Consultants to accept any Assignment request from Clients.

Limine is not involved in and incurs no liability whatsoever for the performance of Consultancy Services under a Task Order and for the entailed rights and obligations of the Consultants and/or Clients in such context.

7.2.2 Use of the Platform

7.2.2.1 The Client undertakes to use the Platform in a responsible and lawful manner in accordance with all applicable (inter)national laws, treaties, rules and/or regulations and in accordance with these Terms Client. 

7.2.2.2 The Client shall not use the Platform for any purpose other than those reasonably intended by Limine or in a way that may damage Limine’s interests.   Only a registered User is able to use its Account.  It is strictly prohibited to contact Users of the Platform for advertising, canvassing, promoting one’s activity or for non-professional purposes.

7.2.2.3 The User is prohibited from using personal information belonging to other Users registered on the Platform for advertising purposes on its own behalf or on behalf of another User or a third party. It is also strictly prohibited to use the information which is made available on or through the Platform, including the protected database from Limine, for commercial purposes, whether or not they are competitive, including, but not limited to, mailings or creating databases based on the information contained on the Platform without Limine’s express prior consent.  Furthermore, the User may not (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws or facilitate illegal activity, (ii) use any meta-tags or any other “hidden text” utilizing Limine’s name or Intellectual Property Rights without Limine’s express prior written consent, (iii) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable or disproportionate burden or load on Limine’s infrastructure, (iv) interfere or try to interfere with the proper working of the Platform, or (v) bypass any measures Limine may take to prevent or restrict access to the Platform.

In the event of a violation of the Terms Client or in the event of each use of any nature which may harm or damage directly or indirectly Limine, Limine has the right to terminate and delete any Account.  This does not in any way prejudice the right of Limine to claim possible damage from the User causing the damages. 

7.3 The User is solely responsible for any Content posted or otherwise submitted on its Account.  The User guarantees that such Content does not infringe in any way any Intellectual (or other) Property right of a third party.  Limine does not control User Content and therefore does not guarantee the accuracy, integrity or quality of this Content.  Limine shall not be liable for any damage or loss caused by the reliance of a User or third party on any information or content contained in Content posted by another User. 

It is prohibited for the User to publish any Content that is libelous, abusive, obscene, defamatory, infringing, distasteful, slanderous, racist, xenophobic, profane, misleading, threatening, harassing, sexually explicit or otherwise unlawful or tortious material, offensive, contrary to public order and which may damage the image of Users and/or the Platform, or that infringes any Intellectual or other Property Right of any third party.

7.4 Limine reserves the right of inspection on any Content published on the Platform and, where applicable, delete any Content which does not comply with applicable laws or the Terms Client.

7.5 Cancellation of the Assignment

The Client may cancel its Assignment at any time on the Platform without any compensation or costs before the conclusion of a Task Order.  The Client is obliged to cancel with undue delay the Assignment on the Platform if the Assignment is no longer open.

In the event of an early termination for whichever reason of a Task Order by a Client, no compensation of any kind is due by Limine to the Consultant.  The Consultant may claim the Client for damages directly due to this early termination.

In the event the Consultant cancels its application to an Assignment on the Platform before the conclusion of a Task Order or in the event of an early termination for whichever reason by the Consultant, no compensation of any kind is due by Limine to the Client.  In this event, the Client may claim the Consultant for damages directly due to this early termination.

8. Access to the Platform

8.1 By way of an obligation of means, access to the Platform is open at all times, subject to updates and maintenance at Limine’s exclusive initiative and to external causes relating to the general functioning of the internet. Users are responsible for setting up the necessary resources themselves in order to be able to connect to the Platform, including telecommunication costs and internet connection.

8.2 Limine reserves the right to modify and update the Platform with a view to their overall improvement. It also reserves the right to close the Platform for technical maintenance (f.i. virus, bug or other malware, etc.). This restriction of access may be temporarily or permanent without any obligation for Limine to pay compensation or provide prior notice to the User.

In order to ensure the proper functioning and improvements of the Platform, Limine reserves the exclusive right to modify the structure, format and Content of the Platform.

9. Third party links

9.1 Limine is not responsible for the content of any off-Platform pages or any other websites, services or products even if they are linked to or from the Platform.  Links appearing on the Platform are for convenience only and are not endorsed by Limine or any of its associated companies of the referenced content, product, service or supplier. Linking by the User to or from any off-Platform pages or websites is at its own risk.  The User is responsible for examining or evaluating, and as such Limine does not offer any guarantee or warrant with respect to the offerings of any off-Platform pages or any other websites linked to or from the Platform.  Furthermore, Limine shall not be responsible or liable for the actions, content, products or services of such pages or websites, including any privacy policies and/or terms and conditions. 

9.2 The User acknowledges that both the provision and the use of the Service may require the use of certain ancillary software, hardware or services provided by third parties.  Limine shall not be liable for any delays or failures resulting from the use of the said software.  Limine may cease, interrupt or suspend the Service, in whole or in part, without the User having any right to refund, credit or other compensation, if the third party software, hardware or services on which the Service is dependent are no longer available, suspended, interrupted or do not present, in Limine’s discretion, the required level of security.

The User also acknowledges that the provision of the said third party software, hardware or services may be dependent on Limine’s agreement with third party’s licenses and authorizations subject to terms and conditions of that third party. Limine is not responsible for such third party licenses and authorizations.

10. Term and termination

10.1 The term of these Terms Client start from the moment the Client has accepted the Terms Client.

The User may terminate its Account at any time and unsubscribe, in which case Limine shall delete the Account of the Client of the Platform under the express condition that both the Client and Limine have fulfilled its relevant obligations as stated in the provisions of this article 10 of the Terms Client.  In order to unsubscribe the User sends an e-mail to support@limine.be with the explicit request to terminate its Account.

10.2  The Account may not be terminated as long as a Task Order is in force with a Consultant.  The deletion of the Account only affects the future.  All obligations and rights established before the deletion of the Account continue to apply to both the Client and Limine.

The Client is obliged to continue to pay the Remuneration Consultant and the Limine Fee with respect to the Consultancy Services in relation to a Task Order which was concluded before the request to unsubscribe in accordance with these Terms Consultant and the related Task Order.  The Remuneration Consultant and Limine Fee with respect to all provided Consultancy Services for which Limine has not yet received the Remuneration Consultant and Limine Fee from the Client remains due to the Consultant (with respect to the Remuneration Consultant) and to Limine (with respect to the Limine Fee) in accordance with these Terms Client.

Limine is obliged to continue to provide the Service as described in article 4 of these Terms Client.  These obligations shall end automatically as soon as both the Remuneration Consultant and the Limine Fee in relation to the Assignment are paid to Limine, in accordance with article 4.2.7 of these Terms Client.

The Client undertakes to cancel on the Platform any Assignment for which no Task Order and/or Assignment Agreement and related Task Order is concluded with a Consultant when requesting to unsubscribe.

10.3 Without prejudice to the rights and remedies available, Limine may terminate these Terms Client with immediate effect and without compensation, in the event the Client should have breached an essential provision of these Terms Client (including, without limitation, articles 4.1.4, 4.2, 6, 7, 13 and 14), and should have failed to take the necessary actions to remedy such breach within ten (10) days after request by Limine in writing, if such breach is remediable.

Without prejudice to the rights and remedies available, Limine may suspend or terminate these Terms Client with immediate effect and without compensation, in the event the Client commits any fraud, intentional error, gross error or common minor error. Limine shall deliver proof at the first request of the Client.

Without prejudice to the rights for indemnities and other rights and subject to the applicable laws, either Party shall have the right to terminate these Terms Client with immediate effect by registered mail with acknowledgement of receipt in the event of insolvency or liquidation of the other Party.

Any Assignments of the Client on the Platform or concluded Task Orders are automatically cancelled, without entailing any liability for Limine.

10.4 The rights of Limine under article 10 are without prejudice to any other rights that Limine may have at law to terminate these Terms Client. Any delay by Limine in exercising its rights to terminate shall not constitute a waiver of these rights.

11. Warranties

11.1. Limine warrants that it has the right to enter into these Terms Client and grant to the Client a License to use the Service as contemplated by these Terms Client.

11.2 It is understood that Limine’s performance of the Service is an obligation of means.  Limine undertakes to do its utmost efforts to provide the Service in an uninterrupted manner to its Users.

To the maximum extent permitted by law, Limine expressly disclaims all warranties and conditions, express, implied and statutory, the implied warranties of title, merchantability, fitness for a particular purpose, performance, reliability, accuracy, quality or completeness or in connection with these Terms Client or any information or services provided on the Platform or by the Service.  The Service is provided “as is”.  Any use of the Service by the User is at the User’s own risk. 

To the maximum extent as permitted by law, Limine specifically excludes, and the User expressly agrees, all representations and warranties, whether statutory or otherwise, with respect to non-infringement of any rights of any third party.  Limine does not warrant that the operation of the Service shall be uninterrupted or error free or that it shall meet the User’s, its Representatives’ or any other party’s specific needs nor that a service or information provided by Limine under these Terms Client shall be free from viruses, harmful components, errors or defects (nor that the said shall be corrected), nor that the Service or Platform shall be compatible with any particular service, platform, hardware or software.

11.3 The Client warrants that it has the right to enter into these Terms Client and warrants that it shall conduct its activities under these Terms Client in accordance with the provisions as set forth in these Terms Client and in accordance with all applicable (inter)national and/or European laws, rules and regulations.

11.4 The User acknowledges that Limine is not a law firm, and the employees of Limine are not acting as an attorney of any party.  Limine does not practice law and does not give legal advice.  By using the Service provided by Limine, no attorney-client relationship will be created between the User and Limine. 

The User acknowledges and agrees that the Service or any legal information made available through the Service is not legal, tax or other advice.  The legal information which might be provided via the Service is only provided on an “as is” basis, without any representations or warranties, express or implied and is not guaranteed to be correct, complete or up-to-date. 

The User acknowledges and agrees furthermore that (i) it must not rely on the information provided via the Service as an alternative to legal advice from an attorney or other professional legal services provider, (ii) it should not delay seeking legal advice, disregard legal advice, or commence or discontinue any legal action based on information provided via the Service.

11.5 Limine provides a Platform to help create connections between Clients and Consultants.  Consultants using Limine are not endorsed or approved by Limine.  There is no fee arrangement between Limine and Consultants using the Service.  Before hiring a Consultant and entering into a Task Order (in relation to Ad Hoc Assignments) or an Assignment Agreement and related Task Order (in relation to Interim Assignments), every User should carefully consider the Consultant’s knowledge and experience. No legal representation relationship exists in any way between a User and Limine or its Affiliates.

11.6 Limine takes all reasonable measures to ensure that the information and documents communicated on the Platform by Users are valid and correct. Nevertheless, Limine provides no warranty with respect to the data or Content provided by a User (including, but not limited to, the details of the Assignment, the contact details, degrees, the details of the Curriculum Vitae or any other qualifications of the Consultant) and as such declines any responsibility in the event inaccurate, misleading, false or obsolete information is communicated. It is a Client’s obligation to verify and control the stated data in the Account profile of the Consultant.

Limine does not offer any warranty with respect to the identity, capacity, competence, solvability or legal status of any User.

11.7 Limine does in any event not guarantee that for each Assignment a suitable Consultant shall be found and vice versa and/or that a Task Order shall be concluded. 

11.8 In the event that a Consultant applies to an incorrect Assignment from a Client, no right to any form of compensation is due by Limine.  Any damage caused by the information and/or declarations made in the Assignment to a Consultant or third party, is not the responsibility of Limine. Any claim needs to be directed to the Client which is responsible for the concerned Assignment.

11.8 Limine cannot be held liable in the event of an Assignment cancellation, payment cancellation or non-payment of the Remuneration Consultant, and the consequences that could result from it. 

Limine is not responsible for the negotiation, execution, content of the Assignment and termination of an Assignment. The Consultant is solely responsible for the proper execution of the Assignment after the conclusion of a Task Order (with respect to Ad Hoc Assignments) and/or an Assignment Agreement and related Task Order (with respect to Interim Assignments).

11.9 In any event Limine is not a party to the Task Order (in relation to an Ad Hoc Assignment) or an Assignment Agreement and related Task Order (in relation to an Interim Assignment) concluded between the Consultant and the Client and cannot be held liable for or be bound by any engagements agreed upon by the Consultant and/or the Client in relation to an Assignment. 

Any User is solely responsible with respect to its compliance with all applicable legislation and regulations and deontological rules in relation to its profession.

11.10 Any dispute between Consultants and Clients must be settled between them, without the intervention of Limine.  In the event the dispute may jeopardize the proper functioning of Limine in any way, the Users undertake to inform Limine as soon as reasonably possible in respect of the nature of the dispute.

12. Liability and limitation of liability

12.1 Nothing in these Terms shall limit or exclude a Party’s liability for:

1. i) death or personal injury caused by its negligence;
2. ii) fraud or fraudulent misrepresentation; and

iii) any other liability which cannot be limited or excluded by applicable law.

12.2 Limine shall not be responsible for any fault or incompleteness in the Service, the Intellectual Property Rights and the know-how for which it grants a right of use to the User. 

Limine shall not be liable for any abuse of the Service or any other result of wrongful use, loss of data or other commercial consequences for the User arising out of any fault in the Service or arising out of the use of the Service by the User.

12.3 In any case the liability of Limine shall be limited to the amount of two thousand euros (2.000 EUR).  This limitation of liability is applicable, to the maximum extent as permitted by law, whether in contract, tort (including negligence or breach of statutory duty) or otherwise, arising out or in connection with this License.

12.4 To the maximum extent as permitted by applicable law, in any event neither Party shall be liable under or in connection with the use or performance of the Service for (i) loss of actual or anticipated profit or anticipated savings; (ii) losses caused by business interruption; (iii) loss of or damage to goodwill; or (iv) any indirect, special or consequential cost, expense, loss or damage whether arising from breach of contract, tort, negligence, breach of statutory duty or otherwise.

12.5 The Client shall defend and indemnify Limine against and hold it harmless from any and all claims, actions, liabilities, losses, expenses of any nature (including without limitation reasonable attorneys’ fees), and costs arising out of any third party claim in respect of any actual or alleged breach by the Client of the Service and in the event of an infringement by the Client on the Intellectual Property Rights of Limine.

12.6 As Limine has no power of supervision over the Consultant and has no knowledge of the files handled by these Consultants on instruction of the Client, Limine shall in no event be liable for the acts, omissions, decisions, advice etc. done, taken or given by the Consultants.  The Consultant and the Client negotiate and contract directly and conclude a Task Order (with respect to Ad Hoc Assignments) and an Assignment Agreement and related Task Order (with respect to Interim Assignments), to which Limine is no party.

ln case the Client would incur damages as a result of a fault by the Consultant in the execution of its Assignment, the Client undertakes to only invoke the Consultant’s liability for the maximum amount which is insured by a policy concluded in favor of the Consultant with its professional liability insurer.

13. Confidentiality

The Client acknowledges that through the access to the Service, it may have access to confidential information of the Consultant and Limine.

The Client shall, during the term of these Terms Client and thereafter, keep confidential and shall not disclose to any third party any information of a confidential nature (including, without limitation, trade secrets and information of commercial value) which may become known to such party, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of these Terms Client, or subsequently comes lawfully into the possession of such party from a third party, or as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

The provisions of the present article shall remain in full force and effect notwithstanding any expiry or termination of these Terms Client for any reason.

It is agreed and understood by the Client that the Client’s trade name, brand and logo’s do not fall under the definition of Confidential Information and may be used as commercial reference by Limine.

14. Relation with Consultants

14.1 With respect to Interim Assignments

As from an Introduction and/or during the term of these Terms Client and until the end of a period of twelve (12) months after the Introduction or after the termination of the last Interim Assignment in the context of an Assignment Agreement and related Task Order (whichever comes last), with respect to the territory of Belgium, the Client shall refrain from engaging and/or using, outside the Platform, the concerned Consultant or Candidate, which has provided these Consultancy Services during the term of these Terms Client and in the context thereof, directly or indirectly, under any capacity whatsoever, for the provision of the same or similar services as stated in these Terms Client  (i.e. legal services, except litigation and/or arbitration services), without prior written agreement from Limine, even if the initial request is made by the Consultant or Candidate.

However, this obligation does not apply if the Client pays a recruitment fee to Limine. In case of a direct collaboration after a period of 12 months (with at least 210 effective man days) between the Client and the Consultant, this recruitment fee amounts to 10% of the first total gross annual remuneration as agreed between the Client and the engaged Consultant. This recruitment fee falls due as soon as the Consultant accepts the Client’s employment offer. The total gross annual remuneration equals the gross monthly salary multiplied by 13,92, the gross bonus amount at 100% of objectives (if applicable), all benefits in kind (including a company car valued at EUR 8,000 per year, if applicable), a fixed lump sum of EUR 3,000 for other additional benefits.

14.2 With respect to Ad Hoc Assignments

During the term of these Terms Client and during a period of twelve (12) months after the termination of the first Ad Hoc Assignment in the context of a Task Order, with respect to the territory of Belgium, the Client shall refrain from engaging and/or using, outside the Platform, the concerned Consultant, which has provided these Consultancy Services during the term of these Terms Client and in the context thereof, directly or indirectly, under any capacity whatsoever, for the provision of Consultancy Services, of the same or similar nature as stated in these Terms Client  (i.e. legal consultancy services, except litigation and/or arbitration services) in view of any Ad Hoc and/or Interim Assignments or similar, without prior written agreement from Limine, even if the initial request is made by the Consultant. 

14.3 By way of illustration and not in limitation of the foregoing, the Consultant agrees not to:

• Circumvent (or attempt to) the invoicing and payment process of Limine or the Limine Fee as described in article 4.2 of these Terms Client;
• Refer a User it identified on the Platform to a third-party who is not a User of the Platform for purposes of making or receiving payments other than through the invoicing and payment process as described in article 4.2 of these Terms Client;
• Accept the Timesheet with a number of performances which are lower than that actually agreed, made or received between Users for purposes as to circumvent or lower the Limine Fee.

14.4 The Client acknowledges and agrees that the only compensation Limine receives for its Service to the Client is collected through the Limine Fee described in article 4.2.7 of these Terms Client and that in exchange a substantial value to the Client is the connection the Client makes with Consultants. Limine only receives the Limine Fee when a Client and a Consultant notify Limine through the Task Order in accordance with article 4.1.4 of the Terms Client.  Therefore, the Client acknowledges and agrees that a violation of any provision of article 4.1.4 and of this article 14 is a material breach of these Terms Client. Limine has the right to permanently suspend the Account and to claim compensation for the damage incurred.

15. Indemnification

In the event of a breach of the articles 14.1, 14.2 and 14.3 of these Terms Client, Limine may charge a single lump sum equal to 45,000.00 EUR, to the Client, without prejudice to the right of Limine to claim a compensation for the actual damages if higher.

16. Intellectual Property Rights

16.1 Intellectual Property Rights with respect to the Service

16.1.1 All Content available on the Platform, as well as the Platform and its underlying software, is the property of Limine and/or its Affiliated companies.  Except as expressly provided in these Terms Client, nothing shall be construed or implied as transferring any license or right.  The Platform and its Content are protected by Intellectual Property Rights.  Any use without the express prior written consent of Limine is prohibited, except as provided in these Terms Client.

In case of any modification to the Platform, the Intellectual Property Rights on these modifications shall be considered from their creation to belong exclusively and solely to Limine.

16.1.2 Any retrieval, reproduction or representation, in whole or in part, of the Platform or any of its components is strictly prohibited.

16.1.3 Any User shall respect at all time the Intellectual Property Rights from Limine and undertake all reasonable efforts in order to protect these rights.  The User shall notify Limine immediately in case of any infringement or alleged infringement by a third party on the Intellectual Property Rights from Limine.

16.1.4 If Limine reasonably determines, or any third party alleges, that the use of the Service by the User in accordance with the Terms Client infringes any third party’s Intellectual Property Rights, Limine shall at its own cost and expense, without undue delay:

–             use reasonable efforts to modify the Service in such a way that they no longer (allegedly) infringe the relevant Intellectual Property Rights, provided that it continues to operate, function and perform in substantially the same manner; or

–             procure for the User the right to continue to use the Service in accordance with these Terms Client; or

–             terminate (part of) the Service.

The foregoing states the entire liability and obligation of Limine and the sole remedy of the User with respect to a third party claim.

16.1.5 Users publishing Content on the Platform retain full ownership of any Content they publish.

16.1.6 Nevertheless, by creating an Account and publishing Content on the Platform, no matter its kind, the User grants to Limine the right to use, stock, host, reproduce, publish, modify and translate such Content, including for marketing purposes. This authorization extends worldwide and is valid for the entire duration of the User’s registration to the Platform. It can under no circumstances be called into question. The authorization ends as soon as the User deregisters and deletes its Account.

16.2 Intellectual Property Rights with respect to the Consultancy Services

The Consultant acknowledges and agrees that unless otherwise specified in an Assignment Agreement or other contractual document between the Consultant and the Client, any and all Intellectual Property Rights generated by the Consultant in the course of providing the Consultancy Services within the framework of a Task Order (in relation to an Ad Hoc Assignment) or an Assignment Agreement and related Task Order (in relation to an Interim Assignment), are assigned on creation to the relevant Client.  No other compensation than the Remuneration Consultant is due to the Consultant.

17. Protection of personal data

The protection of Users’ personal data is guaranteed by the Privacy Policy available on the Site here : https://www.limine.be/privacypolicy which the Users shall have expressly accepted before using the Service.

By using this Platform and having expressly accepted the Privacy Policy, any User expressly acknowledges having read the Privacy Policy in their entirety and with care and attention and fully and unreservedly accepts each and every one of these Terms Client.

18. Cookies

For the proper functioning of the Service, cookies are installed in the User’s computer when it connects to the Site. Cookies record information relating to navigation (pages visited, date and time of visit, etc.) and the identification of its Users.

By clicking ‘agree’ when the cookie notice is shown the User thereby gives consent for cookies to be placed and read out on the Site.

If desired, the Users can decide to change browser settings to disable cookies. However, should the User choose to disable, reject or block the cookies, some parts of the Site will not function fully, or in some cases, the Site will not be accessible at all. Limine will not be responsible for such malfunction. As each browser software is different, the User is invited to consult the instructions of its browser to configure it as it wishes.

The entire cookies policy is available here: https://www.limine.be/cookiespolicy.

19. Assignment

The Client shall not assign or otherwise transfer its rights and obligations in whole or in part under these Terms Client without prior written consent of Limine. 

Limine may transfer, assign or delegate these Terms Client and its rights and obligations, or part thereof, to any third party without consent of the User and without being bound to pay any compensation of damages to the User whatsoever. 

20. Miscellaneous

20.1 Severability – If any legal or otherwise competent authority declares any of the provisions  (or part thereof) of these Terms Client to be null, illegal, or impossible to fulfil for any reason, the other provisions shall remain valid and shall maintain all their effects.  The Parties shall meet in order to negotiate in good faith the new provisions to be substituted to those declared null, illegal, or impossible to fulfil, seeking those that are the closest to the spirit of these Terms Client.

20.2 Notices – Parties may give any notice to each other by e-mail or registered letter.  If to the User, the e-mail address/address that is on record in Limine’s account information shall be used.  If to Limine, e-mails have to be sent to info@limine.be. 

20.3 Change of Terms Client – Limine reserves the right, at its sole discretion, to modify or replace at any time all or part of the Terms Client.

In the event of a modification in the Terms Client, Limine will inform the Client of the modifications made by making available the amended Terms Client on the Site.  In the event of a material change, Limine will notify the Client of such changes.  Limine shall, at its sole discretion, determine what constitutes a material change.  Any User is responsible for reviewing these changes.  In the absence of a response, the amended Terms Client will be binding thirty (30) days after the notification, unless in the event of continued use of the Services, after being duly notified, whichever comes first.

20.4 Third party’s rights – Unless expressly agreed otherwise, the Terms Client do not generate any right for third parties.

20.5 Entire Agreement – These Terms Client represent the entirety of the agreement between Limine and the Client.  These Terms Client supersede and terminate all previous written and agreements, negotiations and discussions relating to the subject matter of these Terms Client. 

20.6 No waiver – The non-exercise (in whole or in part) by either Party of its rights or the election of any one or more remedies by either Party under these Terms  Client or under any other contract concluded between a Client and Limine shall in no way constitute a waiver of such rights or the right to pursue any other available remedies.

20.7 Force Majeure – Notwithstanding any other provisions of these Terms Client, if, for any reason beyond the reasonable control of a Party, including, without limitation, acts of God, governmental acts, war, riot, terrorist action, strike, lockout, industrial action, accident, fire, flood, drought, tempest, natural disasters, pandemic, explosion or civil commotion, such Party is unable to execute in whole or in parts its obligations under the Terms Client, such Party shall be relieved of those obligations to the extent it is unable to execute for the duration of this inability and such inability to execute shall not make such Party liable to the other Party.  If the event of a case of force majeure, the concerned Party shall notify without delay and within maximum seven (7) calendar days of the onset of such force majeure. 

20.8 Governing law and jurisdiction – These Terms Client shall be governed by and construed under the laws of Belgium.  In case of controversy or dispute which cannot be amiably solved, the courts of the jurisdiction where the registered office of Limine is located, shall be exclusively competent.