01
Identity and Enforceability
Exora Group is a company specializing in the design, structuring, provision and management of outsourced operational teams exclusively for professional clients (B2B). Any order implies the Client's unreserved acceptance of these General Terms.
These General Terms constitute the sole basis of the commercial relationship.
02
Contract Formation and Electronic Consent
The contract is formed upon validation of the online order. The "click" process associated with the checkbox constitutes an electronic signature with the same value as a handwritten signature.
03
Enhanced Best-Efforts Obligation
Exora is bound by an enhanced best-efforts obligation, to the exclusion of any obligation of result. Exora does not guarantee any specific revenue or profitability.
04
Client Cooperation and Responsibility
The Client commits to providing all necessary access and information. Any delay by the Client suspends Exora's SLA commitments and releases its liability.
05
Financial Terms and Payment
5.1. Pricing
Prices expressed in Euros, excluding VAT.
5.2. Activation
Execution begins after payment confirmation (prepayment).
5.3. Late Payments
Late payment interest (REFI rate + 10 points), €40 flat-rate penalty and service suspension within 48 hours.
5.4. Dispute
Any invoice not disputed within 10 days is deemed accepted.
06
Duration, Commitment and Termination
6.1. Initial Commitment Period
The contract is concluded for a firm and irrevocable initial period of three (3) months from the date of service activation.
6.2. Renewal
Upon expiration of the initial period, the contract is tacitly renewed for successive monthly periods.
6.3. Termination
After the initial commitment period, either party may terminate the contract with thirty (30) calendar days' written notice.
Any period commenced is due in full.
6.4. Early Termination
Any termination requested by the Client before the expiration of the initial commitment period results in the immediate payability of all remaining amounts due until the end of the three (3) months.
07
Non-Solicitation and Non-Circumvention
Prohibition on hiring or contracting with any Exora employee during the contract and 24 months thereafter.
Penalty: In case of violation, a flat-rate indemnity equal to twelve (12) months of the last average monthly billing per affected resource shall be due.
08
Intellectual Property
Exora's methods, know-how, tools and frameworks remain its exclusive property.
Deliverables become usable by the Client, after full payment, through a personal, non-exclusive, non-transferable and unlimited-in-time right of use.
09
Limitation of Liability
Exora's liability is limited to direct and foreseeable damages.
In any event, the total amount of indemnities payable by Exora is capped at the total amount excluding VAT invoiced to the Client during the twelve (12) months preceding the triggering event.
10
Confidentiality
Absolute confidentiality on information exchanged during the contract and 5 years after its termination.
11
Data Protection (GDPR)
Exora acts as Data Processor. The Client is Data Controller. Details are set out in Exora's Privacy Policy.
12
Absence of Subordination
Exora's personnel remain under its exclusive authority. The Client indemnifies Exora against any financial consequences in case of reclassification attributable to its organization.
13
Subcontracting and Replacement
Exora is authorized to subcontract services and replace any contributor at any time to ensure service continuity.
14
SLA and Tacit Validation
Applicable service levels (SLA) are defined in the order summary and/or in Exora's operational documentation made available to the Client via their client portal or any other durable medium.
SLAs constitute objectives for handling and prioritization, without commitment to results, in accordance with Exora's enhanced best-efforts obligation.
Any deliverable not contested within five (5) business days is deemed permanently validated.
15
Use of Client's Tools
When Exora uses tools, software, IT access or environments provided by the Client, Exora cannot be held responsible for failures, security breaches, data losses or malfunctions attributable to them.
16
Reversibility
At the end of the contract, Exora has no obligation for free process transfer. A reversibility service may be charged.
17
Force Majeure
Execution suspended in case of an unforeseeable event rendering the service technically impossible.
18
Contractual Evidence (Logs)
Exora's computer logs and server logs serve as proof of orders and validations.
19
Assignment of Contract
Exora may freely assign the contract to any affiliated entity. The Client may not assign its rights without written consent.
20
Price Revision
Prices may be modified with 30 days' notice. Failure to terminate constitutes acceptance.
21
Insurance and Cyber Liability
The Client acknowledges that services provided by Exora fall under an enhanced best-efforts obligation.
The Client assumes full responsibility for administration rights, access and authorizations entrusted to Exora or any entity acting on its behalf.
22
Legal or Ethical Risk
Exora may suspend service if the Client's requests present a legal or ethical risk.
23
Tolerance
Failure to enforce a clause does not constitute a waiver of future enforcement.
24
Partial Invalidity
If a clause is void, the others remain fully enforceable.
25
Entirety
These General Terms and the order summary supersede all prior exchanges.
26
Operational Risk
The risk related to the Client's commercial activity remains its sole responsibility.
27
Survival of Clauses
Liability, non-solicitation and jurisdiction clauses survive the termination of the contract.
28
Commercial Reference
Exora may cite the Client's name/logo as a reference, unless refused in writing.
29
Jurisdiction
Exclusive jurisdiction of the Commercial Court of Exora srl's registered office, under Belgian law.
30
Language
The French version prevails over any translation.
31
Amendment of General Terms
Any amendment to these General Terms will be notified. Continued use of services after 30 days constitutes acceptance.
32
Validation by Use
Any service used by the Client without reservation is deemed compliant.
33
Traceability
Exora retains the history of exchanges for evidentiary purposes.
34
Acceptable Use
Use of Exora for illegal activities or spamming is prohibited.
35
Legal Capacity
The Client confirms having the capacity to bind its company through online acceptance.
36
Express Acceptance
Clicking acceptance or making payment constitutes unreserved acceptance of all 37 articles.
37
Referral and Business Introduction Commission
37.1 Principle
Exora Group may, at its sole discretion, grant a referral commission to a client or partner (hereinafter the "Referrer") who has facilitated an effective introduction to a new client (hereinafter the "Referred Client"), within the framework of a real, traceable business introduction recognised by Exora Group.
Participation in a referral programme does not create any automatic, vested or permanent right to remuneration.
37.2 Eligibility Conditions
The referral commission is only due if all of the following conditions are strictly met:
- the introduction was made by the Referrer and expressly acknowledged by Exora Group;
- a contractual relationship has been validly formed between Exora Group and the Referred Client, in particular through online acceptance of the applicable general terms and conditions;
- services have effectively commenced;
- the corresponding amounts have been effectively and definitively collected by Exora Group;
- the Referrer is a professional entity (company, self-employed, freelancer) legally authorised to invoice business introduction services.
37.3 Calculation Methods
The calculation methods for the referral commission (rate, calculation base, duration, any caps) are defined by Exora Group within the framework of the current referral programme or by separate written agreement.
Exora Group reserves the right to modify, suspend or terminate the referral programme at any time, without retroactive effect on commissions already earned and definitively due.
37.4 Payment Terms
Payment of any commission is strictly conditional upon the Referrer issuing an invoice compliant with applicable legal and tax provisions, explicitly mentioning a service of the type: "Referral commission – business introduction".
No payment may be made:
- in the absence of a valid invoice;
- before effective collection of the amounts concerned;
- in the event of non-payment, dispute, termination or suspension of the contractual relationship with the Referred Client.
Commissions are calculated exclusively on the amounts excluding tax effectively collected, to the exclusion of any tax, fees, penalties, discounts or credits.
37.5 Taxation and Responsibilities
The Referrer remains solely responsible for all of its tax, social and reporting obligations related to commissions received.
Exora Group shall under no circumstances be held liable for any failure by the Referrer to comply with its legal or regulatory obligations.
37.6 Exclusions and Abuse
The following are expressly excluded from any right to commission:
- self-referral, direct or indirect;
- internal or pre-existing recommendations;
- any attempt at fraud, concealment, circumvention or abuse of the referral programme.
Exora Group reserves the right to refuse, suspend or cancel any commission in the event of legitimate doubt as to the reality, compliance or legality of the business introduction.
37.7 Independence of the Parties
The referral arrangement does not entail any exclusivity, any mandate, any commercial representation and does not create any link of subordination, agency or partnership between Exora Group and the Referrer.