Open Field S.A provides consulting services to its Clients (the “Clients” or the “Client”).

The present General Terms and Conditions are applicable to all engagement letters (the “Engagement”), also often referred to as the service proposals (the “Proposal”) and govern business contractual relationships between the Client and OpenField S.A., in relation to the consulting and IT services provided by Open Field S.A.

In addition to the General Terms and Conditions, specific terms and conditions, as agreed between the Client and Open Field S.A., may be applicable if expressly specified in the Engagement Letter.

The General Terms and Conditions of the Client will not bind in any manner Open Field S.A.

Proposals do not constitute a commitment from OpenField S.A. They are deemed to be accepted by the Client with the Client’s signature. They remain valid for a period of thirty (30) days.

The prices quoted in the Proposals relate only to the provision of the Services described therein, and exclude all additional services.
The price included in the Proposal is estimated based on the information provided by the Client. In case this information proves to be false or incomplete, OpenField S.A. will be constrained to modify its scope of intervention and consequently the price of services.

The fulfillment of the Engagement is subject to an unlimited access for OpenField S.A. to the information and/or documentation needed for that purpose. Additionally, the performance of the services is subject to the fulfillment of the Client’s obligations as described hereafter.

The services to be performed by OpenField S.A. shall only be the ones covered by the Engagement.
For the performance of the services OpenField S.A. will use and exercise reasonable skills, efforts and care. In no event, shall OpenField S.A. be bound by an obligation of result (Obligation de résultalt).

For the performance of the services, OpenField S.A. may request assistance and/or delegate in part the performance of the services by notifying the Client and receiving its written authorization.

The client accepts to cooperate without reserve with OpenField S.A. and to provide without restriction and in a timely manner with all information and documentation required to enable OpenField S.A. comply with its obligations under the Engagement and the present General Terms and Conditions.

The Client undertakes to use all reasonable endeavors to ensure that the information and/or documentation provided to OpenField S.A. is accurate and not misleading and accepts that the Engagement will be conducted on that assumption.

The Client further undertakes to give its instructions to OpenField S.A. only in written form (letter, email), the Client bearing the burden of proof that such communication has been received.

OpenField’s invoices are issued in compliance with the laws of the Grand Duchy of Luxembourg and are due and payable within thirty (30) days of the invoicing date. Fees will be invoiced in Euros.

In case of non-payment within thirty days, legal interest will accrue on the outstanding amount as provided in the law of 29 march 2013 transposing Directive 2011/7/EU of the European Parliament and the Council of 16 February 2011 on combating late payments in commercial transactions.

OpenField S.A is entitled to retain all the Client’s papers, documents and already produced deliverables until all amounts due or accrued have been paid.

OpenField S.A. may ask the Client to pay an advance payment as provided in the Engagement. If the Client fails to pay such fee, OpenField S.A. reserves the right to charge the Client for any work already done. The advance fee is not reimbursable.

In case the Client makes an advance payment but does not enable OpenField S.A. to perform its services as described in the Engagement during the calendar year of the date of signature, OpenField S.A. may exceptionally accept to transfer the performance of the Engagement to the following calendar year. Should the Client not enable OpenField S.A. to perform its services, the Client shall not be discharged of the obligation to make the payment in full and the fees of the Engagement shall remain payable.

Any contestation of an invoice must take place within one month from its issue date. After such period, no contestation will be accepted.

Should any claim or dispute arise regarding the validity of the Engagement, the performance of the services or the amount of the fees, the Client shall not be discharged of the obligation to make the payment in full and the fees shall remain payable by the due date.

OpenField S.A’s liability may be incurred exclusively in respect of direct damages suffered by the Client and which may have been caused by OpenField S.A.’s and/or by its employees’ willful misconduct and/or gross negligence.

In the event that the Client fails to perform its obligations pursuant to the Engagement and the present General Terms and Conditions, OpenField S.A and/or its employees shall not be held liable for the performance of the Clients obligations arising from the Engagement.

The General Terms and Condition shall be effective on the date of the beginning of the business relationship, or at the latest, on the date of signature of the Engagement.

The Engagement shall continue until completion thereof unless the Client written notice of earlier termination to OpenField S.A. Termination without justified reason (faute grave) will not affect OpenField S.A’s rights to full remuneration and indemnification.

OpenField S.A. may terminate the Engagement by giving notice of earlier termination to the Client in writing. The fees corresponding to OpenField S.A’s performed services shall fall immediately due and payable.

OpenField S.A. reserves the right to terminate the Engagement at any time and without prior written notice in case of violation by the Client of its legal, regulatory or statutory obligations; its contractual obligations as described in the Engagement; its obligations under the present General Terms and Conditions.

Both OpenField S.A. and the Client may have access to the confidential information. Any contractual document or information presented as such by one of both (“Confidential Information”) shall be treated as confidential. Each Party shall take all reasonable measures to respect the strict confidentiality of the Confidential Information, and shall not disclose it to any third party without the prior written consent of the other Party.

Both OpenField S.A. and the Client agree that all Confidential Information received from each other shall be disclosed only to employees or subcontractors for whom knowledge of such Confidential Information is necessary for the purposes of the performance of their contractual obligations by OpenField S.A. and the Client. Those persons shall be informed of the confidential nature of the information and their obligation to treat it as such.

Confidential Information does not include (i) information regularly in the possession of the receiving party or known to that party before receiving such information from the disclosing party, which had been transmitted to the receiving party without any obligation of confidentiality; (ii) information which was regularly disclosed to the receiving party by another person; (iii) information which is in the public domain or enters it without inappropriate action or inaction on the part of the receiving party; and (iv) information which is independently developed by the receiving party.

To provide its services OpenField S.A. collects and stores the client’s personal data in accordance with the provisions of EU Regulation n°2016/679 of April 27 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR”) and with any other data protection law applicable to the Grand Duchy of Luxembourg.

OpenField S.A. may process data such as identification data, financial data or business contact information in the context of the execution of the engagement letter. Personal data shall mainly be processed by OpenField S.A. for the following purposes: (i) to ensure the performance of the contract with the Client as set out in the engagement letter (including the preparation of the contract); (ii) to deliver the service requested by the Client; (iii) to send client service-related communications (marketing); (iv) to comply with our legal obligations; (v) to handle potential claims and disputes and in particular to establish, exercise or defend any legal rights.

The collected personal data will not be stored for a period longer than necessary for the realization of the above-mentioned purposes nor for a period longer than required or permitted by law.

OpenField S.A shall implement appropriate technical and organizational measures for ensuring that, by default, only personal data which are necessary for each specific purpose of the processing are processed. Additionally, OpenField S.A. shall take all necessary and reasonable measures of a technical and organizational nature to ensure a high level of security with respect to the data processed and to ensure the protection of such data against accidental or unlawful destruction, accidental loss, alteration, loss or damage dissemination or unauthorized access and any other form of unlawful processing (see Confidentiality section).

OpenField S.A may disclose personal data to third parties (service providers, subsidiaries, professional advisors) when it is necessary for the performance of any services requested or authorized by the Client. OpenField S.A. will ensure that in the performance of their services third parties will process data in compliance with the applicable data protection law and abide by our data privacy and security requirements. In addition, OpenField S.A may be required to disclose personal data by virtue of a legal obligation or in the course of a legal process.

In accordance with the GDPR, the Client has the rights to access, rectify, or delete its personal data. Furthermore, where applicable the Client has the right to request the restriction of or to object to the processing and the right to data portability. If you wish to exercise any of these rights, please contact OpenField S.A. by sending an e-mail at gdpr@openfield.eu. Finally, in the event of a dispute with Openfield S.A. which failed to be resolved you have the right to lodge a complaint with the “Commission Nationale pour la Protection des Données” (1, avenue du Rock’n’Roll L-4361 Esch-sur-Alzette) where you believe that your data is being processed in a way that does not comply with the GDPR.

OpenField S.A. reserves the right to amend at any time any provisions of these General Terms and Conditions.

OpenField S.A. undertakes to make available on request the amended General Terms and Conditions to the Client in a reasonable period of time.

The Amended General Terms and Conditions will be communicated to the Client in written form by email and/or letter.

These General Terms and Conditions and the Agreement shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg.

An amicable solution shall be sought to any dispute concerning the validity, interpretation or execution of these General Terms and Conditions and the other contractual documents concluded between OpenField S.A and the Client.

Any dispute arising regarding the existence, the performance or the interpretation of these General Terms and Conditions and the Agreements shall be submitted to the exclusive jurisdiction of the competent courts of Luxembourg, Grand Duchy of Luxembourg.

The Client expressly accepts these General Terms and Conditions by signing the Engagement or Proposal which refers to the General Terms and Conditions and can request a copy of General Terms and Conditions at any time.