Master Service Agreement (MSA)
Summary
This Master Service Agreement (MSA) sets the general terms for consulting work with Clarify Consult, a Belgian company, Place Sainte-Gudule 14, 1000 Brussels, Belgium, BCE 2.269.762.485. Each engagement is described in a statement of work (SOW).
1. Confidentiality
Each party keeps the other's confidential information confidential during the engagement and for 3 years after, except public information, legal duty or written consent.
2. Performance of Services
Clarify Consult performs the services with professional care. Deliverables and timetable are in the SOW.
3. Amendments to Services
Material scope changes need a written amendment. Urgent minor changes are notified as soon as possible.
4. Client's Duties to Cooperate
The Client provides access, information and contacts in time.
5. Non-disclosure
Confidentiality survives termination as set out in section 1.
6. Incorporation of the Data Processing Agreement
The DPA on this site, or the signed version, forms part of the MSA where Clarify Consult processes data for the Client.
7. Fees, Ancillary Costs, and Payment Terms
Fees and schedule: SOW. Invoices follow Belgian mentions. Late payment: legal Belgian interest.
8. Use of Results and Intellectual Property Rights
The Client receives a licence to use deliverables for internal purposes. Clarify Consult keeps its pre-existing methods, templates and know-how.
9. Terms and Termination
Term: SOW. Termination for material breach not remedied within a reasonable time, or as the SOW provides.
10. Force Majeure
Neither party is liable for delay caused by force majeure under Belgian law.
11. Liability and Indemnification
Liability is capped at the fees (excl. VAT) of the relevant SOW, except fraud, gross negligence or personal injury. Indirect loss is excluded within mandatory law limits.
13. Governing Law
Belgian law. Courts of Brussels.
14. Miscellaneous
The MSA and SOWs are the full agreement. Contact: [email protected].