Our Standard Terms
The following are the terms (“Terms”) under which Limay Capital (“Matias Kambic” ), (“We” or “LC”) has for a long time successfully worked with our clients, and under which we agree to work together with you (“You”, “Company”, “Client”).
Capitalized terms have the meanings set out in the body of these Terms.
These terms and conditions prevail over any other contractual document of the client, including its own terms and conditions.
1. PROTECTING CONFIDENTIAL INFORMATION
In the course of providing services, we will necessarily share confidential and non-public information with each other. We will each keep this information confidential at all times —sharing it only with our respective staff members and with contractors who have a need-to-know the information and are bound by a written agreement to protect the confidentiality of information. Included within this confidentiality obligation shall be any information we share with you regarding our pricing or rates.
These obligations will not apply to information which either of us as the recipient can demonstrate: (i) is or becomes generally available to the public; (ii) is obtained from a third party who owes no obligation of confidence in respect of it; (iii) is or has been independently developed; or (iv) is required to be disclosed to comply with applicable laws, regulations, subpoenas or similar orders. In the context of item (iv) the recipient of the information agrees to provide the other (to the extent legally permitted) with prior written notice of such requirement and to cooperate reasonably in the other's efforts to prevent or minimize the disclosure.
Neither of us will make public, without the other's prior written approval, that we are working with each other.
2. SERVICES
2.1. Contract Formation. By signing the Proposal Letter, Company agrees to engage and pay LC to provide, and LC agrees to provide, Services and Deliverables ("Engagement") in accordance with the Proposal Letter, the Statement of Work and these Terms (together, "Agreement").
2.2. Provision of Services. LC will perform the Services with the degree of care, skill and foresight one would reasonably and ordinarily expect from a provider engaged in the same type of undertaking under similar circumstances. Any claim by Company against LC under this paragraph must be made within thirty (30) days from the end of the Term of the Engagement.
2.3. Company Responsibilities. Company agrees to actively cooperate in the delivery of the Services and Deliverables and is responsible for: (a) providing data about Company’s needs, business, operations, personnel, customers, technology, requirements (including relevant legal and compliance requirements); (b) fulfilling Company dependencies set out in the Statement of Work; (c) providing and maintaining materials and services such as computers, software, hardware, office space, furniture, facilities, utility and internet services, as required; (d) timely iteration, feedback and approvals of goals, timelines, requirements and outputs; (e) ensuring the use of Services and Deliverables comply with the laws and regulations applicable to Company; and (f) such other assistance as necessary for LC to successfully deliver the Services and Deliverables.
2.4. LC Relief. LC is not responsible for delay, failure to perform or deliver, or alteration of Services and Deliverables, or loss or corruption of Company Data due to: (a) any failure by Company to comply with its responsibilities under Section 2.3; (b) any breach by Company of the Agreement; or (c) the occurrence or continuation of any Force Majeure Event.
2.5. Use of Subcontractors and Third Parties. Company consents to LC’s use of subcontractors and third-party consultants and experts. Subject to this Agreement and except as otherwise agreed, LC is responsible for the acts and omissions of the subcontractors and third parties it retains.
3. TERM AND TERMINATION
3.1 Term. The term of the Engagement is as set out in the Statement of Work and specified in the Proposal Letter, unless terminated earlier pursuant to Section 3.2 (Termination) (the “Term”).
3.2 Termination. Notwithstanding any provisions in this Statement of Work, Company, through a duly authorized employee, may terminate the Contract with seven (7) days written notice (“Notice”) whenever it makes a written determination that such termination is in the best interests of Company. Company shall notify LC in writing of such termination pursuant to this section, which notice shall specify the effective date of termination and the extent to which LC must complete its Performance under the Statement of Work, prior to such date. Notwithstanding the above, Company will pay Fees incurred for all Services up to the effective date of termination. The Engagement may be also terminated by either LC or Company immediately upon written notice if the other Party: (a) commits a material breach of the Agreement which is incapable of remedy or, where such breach is capable of remedy, the breaching Party fails to remedy that breach within 30 calendar days after receipt of Notice; (b) suffers an Insolvency Event; or (c) suspends, ceases, or threatens to cease operating all or a substantial part of its business, or disposes of all or a substantial part of its assets.
3.3 Effect of Termination. Termination or expiry of the Engagement will not release a Party from any liability that has accrued but remains unpaid or outstanding as of the date of termination or expiry. Upon the expiration or termination of the Engagement, licenses and rights to use granted hereunder will automatically and immediately terminate unless renewed or extended by express written agreement of LC.
4. YOUR LC TEAM
4.1 Team. LC will assign a team of qualified professionals to work with you. We expect that your employees will work closely with, or be members of, a joint team. You will provide us with data, instructions and assumptions on which we will rely. The quality of our work is dependent on the completeness and accuracy of this information and instruction.
4.2 Diversity. LC believes that diversity contributes to excellence. As a matter of policy, we staff our teams with an appropriate mix of collaborators from around the world, without regard to gender, race, sexual orientation, religion or other protected class and/or characteristic.
4.3 Other parties. At your direction, we will work together with your experts and other professional firms. We will discuss any such work, expectations and respective responsibilities with you in detail in advance, but we will not become responsible for work done by such other parties.
4.4 Feedback. We believe in a continuing and open dialogue with our clients about our successes and areas for improvement. Accordingly, please discuss with us, at any time, the quality of our team, and whether you are satisfied with our work. From our side, we ask for qualitative and quantitative feedback at the end of every major assignment, and often suggest an implementation review six to nine months after a project has been completed.
4.5 Staffing. It is not our practice to recruit staff from our clients or that have worked with our clients within the last 12 months without first speaking with you, and we ask the same of you in return. This restriction will not apply to individuals who, without other solicitation, respond to employment advertising in newspapers, trade publications, or other public media.
5. SAFEGUARDS FOR ORGANIZATIONS IN THE SAME SECTOR
Serving multiple organizations in the same sector allows us at LC to deepen our sectoral knowledge and increases our ability to take an informed view of issues facing our clients. We maintain internal safeguards that enable us to work for clients in the same sector without compromising our commitment to protect the confidentiality of their proprietary information. Accordingly, it is our policy not to enter into exclusive arrangements with any single organization in a given industry or sector.
We do, however, take special precautions when we serve multiple clients in the same sector or industry. Specifically, we will not assign team members who have worked with you to serve a competitor on projects similar to the one LC has undertaken with you, for at least one year following the conclusion of the individual's work with you.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Background IPR. Each Party owns and retains all rights, title, and interests in and to, its Background IPR. Client grants to LC a worldwide, non-exclusive, royalty-free, sub-licensable and non-transferable license to use Client’s Background IPR to the extent necessary to enable LC to perform the Engagement.
6.2 Deliverables. “Deliverable(s)” means (i) final versions of presentations, reports, films, sound and video recordings prepared during the Engagement; and (ii) Software Deliverables together with other material that LC provides to Client (if any), as described in the Statement of Work and agreed in writing to be delivered by LC as part of the Services.
6.2.1 Non-Software Deliverables. Subject to section 6.2.4, LC assigns the Foreground IPR contained in the Non-Software Deliverables to Client effective upon receipt of Client’s payment for the applicable Non-Software Deliverable.
6.2.2 Software Deliverables. Subject to section 6.2.4, LC grants to Client a non-exclusive, non-transferable, royalty-free, worldwide, perpetual license to use, copy, translate, display, and prepare derivative works of the Software Deliverables for Client’s internal business purposes, including the right to amend, adapt, transform, translate in whole or in part and into any format whatsoever the Software Deliverables to carry out remedial maintenance and integrate interfaces, provided such use does not breach Client’s confidentiality obligations to LC, LC’s confidentiality obligations to third parties, or infringe LC’s Background IPR.
6.2.3 Client acknowledges and agrees that LC prepares the Deliverables solely for Client’s internal use. Client will not disclose Deliverables without the prior written notice to LC, provided that notice is not required for any Deliverables that do not contain LC’s name or logo or any reference to LC, and will not make Deliverables available for use by any third party without the prior written consent of LC. Client agrees that LC will not be responsible for any losses incurred by Client or any third party as a result of or in connection with disclosure or authorized use of, or reliance on, the Deliverables or any other aspect of LC’s work.
6.2.4 LC is not precluded from developing for itself, or for others, anything, whether in tangible or non-tangible form, that is competitive with, or similar to, any of the Deliverables, provided that LC does not use any Client Confidential Information for which it does not have a license to use for such purposes. Additionally, LC is free to use its general knowledge, skills, experience, know-how, expertise, ideas, techniques, approaches, concepts, and designs used, developed, or acquired by or on behalf of, LC in the course of the Engagement, including but not limited to, any know-how, concepts, or information retained in the unaided memory of LC employees or agents, as a result of authorized access to Client Confidential Information.
6.3 Aggregated Data. In the course of the Engagement LC may use Aggregated Data for analytical, statistical, reporting and training purposes and LC will own such Aggregated Data. Client agrees to allow LC to remotely collect, store, maintain, process, and use diagnostic, technical, usage and other related information with the aim of improving Software Deliverables for any reason, including, but not limited to, enhancements or security evaluations. Nothing contained in this Section limits or reduces LC’s obligations to protect Client’s Confidential Information or Personal Data.
6.4 Third Party Materials
6.4.1 LC agrees, to the extent permitted by the applicable third party, to assign or transfer the license related to Third- Party Material incorporated into Deliverables. In the event that LC is not able to assign or transfer the license, Client agrees it will secure a separate license directly from a licensor. Client acknowledges that the proper functioning of Deliverables and availability of some or all features of a Deliverable may be contingent on Client holding licenses to Third-Party Material.
6.4.2 Client will at all times: (a) comply with the terms, conditions, and restrictions set forth in any agreements regarding use of Third-Party Material and acknowledges that LC is also subject to such terms, conditions and restrictions; (b) be solely responsible for the payment of all fees, costs or expenses associated with Third-Party Material, except as set out in the Statement of Work; and (c) ensure its use of LC Background IPR, LC Software Deliverables does not pose a security risk or adversely impact the ability of other parties to access the services, systems or materials.
6.4.3 LC makes no representations or warranties of any kind with respect to Third-Party-Material. Warranties, obligations, liabilities, and Client’s remedies with respect to Third-Party Material, are limited in each case to whatever recourse may be available in the applicable third-party agreement and LC has no liability with respect to such Third-Party Material.
6.5 Client Personal Data. Client will use all reasonable efforts to ensure that it does not send any Personal Data to LC. Notwithstanding the foregoing, if the Parties agree that LC will process Client Personal Data on Client’s behalf as part of the Services, the Parties will enter into a data processing agreement incorporating the terms required under the applicable data protection legislation.
7. FEES AND PAYMENT
7.1 Fees. Company will pay Matias Kambic, registered with the Belgian Business Authority under registration number 075152885, amounts due for the Services and Deliverables, as set out in the Statement of Work and the Proposal Letter. To the extent the Engagement terminates before completion for any reason, the Company will pay Fees incurred for all Services and Deliverables identified in the Statement of Work up to the date of termination, together with Company-authorized expenses incurred by LC, through such date.
7.2 Payment. Unless expressly agreed otherwise in the Statement of Work, Matias Kambic, will invoice the Company monthly (or every four weeks). Based on context, an initial retainer fee of up to 20% of the amounts agreed in the Statement of Work may be invoiced when an Engagement is launched and taken into account later, as the works evolve. The Company will pay the invoices within thirty (30) days from receipt.
7.3 Taxes. The fees do not include applicable taxes. LC will charge, and Company will pay, all applicable taxes in connection with the Engagement, including, but not limited to sales, use, excise, value-added, business, goods and services, consumption, withholding, and other similar taxes and duties, as well as penalties and interest, if any.
8. WARRANTIES AND DISCLAIMER
8.1 Representations and Warranties. Each Party represents and warrants: (a) it has the right, power, and authority to execute and deliver the Statement of Work and to perform and fulfil the obligations of the Engagement; and (b) the Contract, when duly authorized, executed, and delivered by such Party, constitutes the legal, valid, and binding obligations of such Party, enforceable in accordance with the Contract Terms. The Company represents and warrants: (i) it will use the Services and Deliverables in a manner consistent with the Contract.
8.2 Warranty Disclaimer. To the fullest extent permitted by law and except as otherwise expressly set forth in the Contract, LC, on behalf of itself and its suppliers, makes no, and expressly disclaims all, express, implied and statutory representations or warranties, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, reliability, timeliness, quality, suitability, availability, accuracy or completeness, non-infringement, title and/or any warranties arising from course of dealing, usage, or trade practice. LC does not warrant or represent that LC Deliverables will be uninterrupted or error-free. LC does not guarantee specific results or output, resulting from, or generated through the Services or Deliverables, including any algorithmic, automated decision-making, artificial intelligence models or robot advisors.
The Company is responsible for Company’s decisions and actions based on outputs obtained from LC Services and Deliverables. This section will survive the termination or expiration of the Contract.
9. INDEMNITY
9.1 Company indemnifies, defends, and holds LC and their respective directors, officers, partners, members, representatives, agents, and successors and assigns (the “LC Indemnified Parties”) harmless from any actual or threatened claims and Losses, including as a party or witness in any claim, arising from or related to: (a) disclosure of the Deliverables by Company to a third party, or any use of, or reliance on, the Deliverables by such third party; (b) a third party claim that LC's use of Company's IPR or Company Data in performance of the Services breaches any third party IPR or the confidentiality of a third party; (c) a third party claim against LC with respect to any decisions made or actions taken by Company based on outputs obtained from LC Services and Deliverables.
9.2 Company agrees to defend, indemnify, and hold harmless the LC Indemnified Parties against all claims, costs, and damages, including reasonable attorneys’ fees, arising from a third party claim or demand that is based upon, arises or results from, or relates to: (a) Company’s or its agent’s use, operation, utilization, or distribution of the Software Deliverables or LC Background IPR in violation of the Agreement; (b) Company’s failure to obtain the necessary rights, licenses, or consents to provide Company Background IPR or Company Personal Data; or (c) Company’s non-compliance with section 6.4 with respect to Third-Party Material.
9.3 In the event either Party or its Affiliates are required to produce documents, testify or otherwise serve as a witness in the context of legal disputes between the other Party and third parties or governmental investigations, the non producing Party agrees it will reimburse all reasonable costs and fees that the other Party or its Affiliates incur to satisfy these obligations, including, but not limited to, reasonable fees for the retention of legal counsel to aid compliance with such obligations.
9.4 Each Party’s indemnification obligations are contingent upon the indemnified Party providing the indemnifying Party prompt written Notice of any claim such Party seeks to have indemnified, provided that any failure to so notify will not limit any of the obligations of the indemnifying Party under this Section, except to the extent such failure materially prejudices the defense of such claims. A Party seeking indemnity will give the indemnifying Party sole authority to defend or settle the relevant claim and provide, at the indemnifying Party's expense, such information and cooperation as may be reasonably necessary to assist the defense of such claim. Each Party agrees on behalf of itself, and where applicable, on behalf of its Affiliates, that no settlement agreement will be entered into on terms that would impose liability on the other or increase its obligations hereunder, without the prior written consent of the other Party, which will not be unreasonably withheld. Each Party’s respective indemnification obligations do not apply to the extent any claim, loss, expense or the like is caused by the Party seeking indemnification or its subsidiaries, affiliates, shareholders, directors, officers, employees or agents, or arises as a result of such Party's breach of the Agreement.
10. LIMITATION OF LIABILITY
10.1 LC is severally liable to Company with respect to any claim in connection with or related to this Contract, and any such claims made against LC will be pursued in the same jurisdiction, the Higher Court of Brussels (Belgium).
10.2 Subject to Section 10.4, in no event will a Party be liable to the other Party for any: (i) indirect, special, exemplary, incidental or consequential damages; or (ii) direct or indirect damages arising from loss of business, data, profits, or goodwill, in each case, whether arising out of contract (including under an indemnity), tort (including negligence), statute, strict liability or otherwise, resulting from or related to the Contract, whether or not such Party knew of should have known of the possibility of any such damages.
10.3 Subject to Sections 10.2 and 10.4, under no circumstances will LC's aggregate liability to Client for any and all claims, including third party claims, or Losses arising from or in connection with or relating to the Contract, whether in contract (including under an indemnity), tort (including negligence), strict liability, statute or otherwise, exceed an amount equal to the Fees paid by Company to LC for the Service or Deliverable that gave rise to the claim. The foregoing limit of liability shall not limit Contractor’s liability for Claims related to personal injury, death, gross negligence or willful misconduct of Contractor of Contractor’s Parties.
10.4 Notwithstanding anything else to the contrary, in respect of a defaulting Party, nothing in these Terms limits or excludes liability for: (i) personal injury or death caused by the defaulting Party's negligence; (ii) fraud; or (iii) any matter for which it would be illegal to exclude or limit liability. Nothing herein limits Client’s obligation to pay the Fees for Services performed.
11 GENERAL PROVISIONS
11.1 Company acknowledges and agrees that LC does not provide fairness opinions or valuations of market transactions or legal, accounting, or tax advice. Company agrees that it will retain its own experts in these disciplines as it deems necessary.
11.2 Dispute Resolution. If a dispute arises out of or in connection with the Engagement, a Party will be entitled to refer the dispute by written notice ("Dispute Notice") for resolution by the Parties' respective project managers who will meet to resolve the dispute within 15 business days of the date of such Dispute Notice. If the Parties fail to resolve the dispute within 15 business days of the date of the Dispute Notice, the dispute will then be automatically referred to a senior representative of each Party, who will meet to resolve the dispute within 30 business days of the date of the Dispute Notice. If the dispute cannot be resolved in accordance with this Section within 30 business days of the date of the Dispute Notice, the Parties may start proceedings.
11.3 No Publicity. No Party will make any public announcement or press release regarding the Engagement or Services performed without the prior written consent of the other Party; provided, however, LC has the right to refer to the Company as a client of LC for promotional purposes with the written consent of the Company. Except as required by law, neither LC Deliverables nor reference to LC may be included or made in any prospectus, proxy statement, offering memorandum or similar document or materials prepared for public distribution, except to the extent required by applicable law.
11.4 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Kingdom of Belgium (except that any conflicts-of-law principles that would result in the application of the law of another jurisdiction will be disregarded), and the Parties agree to submit to the exclusive jurisdiction of the High Court of the city of Brussels (Belgium) and agree not to plead or claim that any such action has been brought in an inconvenient forum.
11.5 Severability. The provisions of the Agreement will be deemed severable, and the invalidity or unenforceability of any one or more of its provisions will not affect the validity and enforceability of its other provisions. If any provision is held to be invalid, void, or unenforceable, the remaining provisions will continue in full force. In lieu of any invalid provision, a substitute provision will apply retroactively which comes as close as legally and commercially possible to the intent which the Parties had or would have had, according to the spirit and purpose of the Agreement.
11.6 Notices. All Notices required or permitted under the Contract will be in writing, reference the Proposal Letter, Statement of Work and will be delivered to the Parties at the addresses referenced in the Proposal Letter: (a) by hand (and will be deemed to have been received on signature of a delivery receipt or at the time the Notice is left at the proper address); or (b) by certified mail or deposit with a recognized overnight carrier (and will be deemed delivered at 9.00am on the second business day after depositing or, if earlier, the time recorded by the mail service); or (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
11.7 Waiver. The delay or failure of a Party to insist upon or enforce the other Party’s strict performance of any provision herein, or to exercise any right or remedy under the Contract, will not be interpreted or construed as a waiver of that Party’s right to assert or rely upon any such provision, right or remedy in that, or any other, instance.
11.8 Force Majeure. The parties shall not be excused from their respective Contract obligations except in the case of Force Majeure Events or as otherwise provided for in this Contract. Force Majeure Event means strikes, lockouts, enforced lockdowns, riot, sabotage, rebellion, insurrection, acts of war, acts of terrorism, failure of or inadequate permanent power, fire, flood, earthquake, epidemics, natural disasters and acts of God.
11.9 Entire Agreement. The Statement of Work together with the Proposal Letter signed by the Parties, these Terms, and any mutually agreed schedules, contain the entire Contract and understanding by and between the Parties with respect to the Engagement. No prior representations, promises, agreements, or understandings, whether written or oral, will be of any force or effect. No change or amendment is binding on any Party unless in writing and signed by both the Company and LC. In the event of conflict between these Terms, the Statement of Work and the Proposal Letter, the provisions of these Terms will prevail.
11.10 Counterparts. The Parties agree that the Statement of Work may be executed in counterparts, each of which will be deemed an original, but which together constitute one and the same instrument.
11.11 Interpretation. There is no rule of interpretation against the drafter in drafting these Terms. Both Parties acknowledge they have had ample time to review and negotiate the Terms and have had the opportunity to review the Terms with their respective legal advisers.
Last update - March 2025