Falcon Terms & Conditions

These general terms and conditions (“GTCs”), as they may be amended from time to time as set out herein, govern the use and provision of the Services (as defined below) provided by Falcon Law BV, a Belgian private limited company (besloten vennootschap) practising law, with registered office at Kantersteen 47, 1000 Brussels, Belgium, and enterprise number 1043.358.625 (RLE Brussels, Dutch-speaking division) (“Falcon”) to the Client (together with Falcon, the “Parties”).

Capitalized terms that are used but not defined in this document shall have the meaning set out in the Order Form (together with the GTCs, the “Agreement”). With respect to either party, the term “affiliates” means any entities that directly or indirectly control, are controlled by, or are under the same control as, such party or any other entities affiliated with such party or entities.

In case of conflict between the Order Form and these GTCs, these GTCs prevail, unless the Order Form expressly identifies the Section of these GTCs from which it departs.

1. Services

1.1 Subject to these GTCs, the Client hereby subscribes to, and Falcon shall supply, the Services specified in the Order Form. “Services” means the legal services provided by Falcon in the area of commercial contracting, as further described in the Order Form.

1.2 The Services do not include advice on business, commercial, financial, accounting, tax, technical or insurance matters, and the Client remains responsible for deciding whether the Deliverables meet its commercial objectives.

1.3 Advice reflects the law and practice at the date it is given, and Falcon has no obligation to update it for later changes unless the Client instructs Falcon to do so; general updates such as newsletters do not create such an obligation.

2. Fees and Payment

2.1 The Client shall pay the fees for the Services set out in the Order Form or, failing that, in Falcon’s standard subscription plans.

2.2 Invoices are due net 30 days from the invoice date. Should any invoice remain unpaid by the due date, such amount will bear interest in accordance with the Belgian law of 2 August 2002 on combating late payments in commercial transactions. Falcon is also entitled to fixed compensation for its recovery costs equal to EUR 40.

2.3 Falcon may suspend the Services or cease acting for the Client, on reasonable notice, if any invoice remains unpaid.

2.4 Falcon may increase the fees for the Services, at the latest 30 days before the commencement of a potential notice period, as set forth in Section 13. Such price adjustment will become effective from the commencement date of the Renewal Term.

3. Confidentiality

3.1 Falcon will keep confidential any confidential information, furnished by or on behalf of the Client to Falcon in connection with the Services (“Confidential Information”). Confidential Information shall not include information that is or becomes publicly available, already known to Falcon, independently acquired or developed by Falcon or legally required to be disclosed.

3.2 Falcon will disclose Confidential Information only to its employees, agents and contractors who have a need to know and are bound to keep it confidential, will use Confidential Information only for purposes of performing the Services, including preparing proposals and evaluating potential Services, or as otherwise requested or authorized by the Client.

3.3 All written documents containing any Confidential Information and any other confidential material in tangible or electronic form received or acquired by Falcon in connection with its Services shall remain the property of the Client. At the Client’s election and notification to Falcon, Falcon shall promptly return or destroy any Confidential Information, including any personal data, in its possession or control when the same is no longer necessary for the provision of the Services, provided that Falcon may retain such Confidential Information only as required by applicable law, regulation or documented professional archival policy or as otherwise authorized or instructed by the Client. Any Confidential Information so retained shall at all times remain subject to the terms and conditions of this agreement, including with respect to confidentiality, security and non-disclosure.

3.4 In addition, Falcon and its lawyers are bound by professional secrecy in accordance with the applicable deontological rules.

3.5 The Client confirms that it is entitled to disclose to Falcon any information or documents of third parties that it provides in connection with the Services.

4. Data Protection

4.1 Falcon determines alone the purpose and the means for the processing of personal data in connection with the execution of the Services. As such, Falcon will process the received personal data as data controller in accordance with the provisions of the agreement, the Order Form, our privacy notice as may be found on our website and the applicable laws.

4.2 Where the Client provides personal data to Falcon, it confirms that it has obtained and provides such data in compliance with applicable data protection laws, including by informing the data subjects concerned.

4.3 Falcon may engage Falcon AI BV, which provides management and technology services to Falcon, and other service providers as data processors, acting on Falcon’s documented instructions under a data processing agreement in accordance with article 28 of Regulation (EU) 2016/679 (GDPR).

5. Communications and Records

5.1 Falcon and the Client may communicate, and Falcon may deliver the Services and Deliverables, by electronic means, including e-mail and any messaging or collaboration platforms designated by the Client (such as Slack or Microsoft Teams) (the “Client Channels”).

5.2 Falcon is entitled to rely on any instruction, approval, or information received through a Client Channel or from any person using the Client’s accounts or credentials as originating from and authorized by the Client.

5.3 The Client is responsible for the security, access management, and integrity of the Client Channels, and Falcon shall not be liable for any interception, loss, or disclosure of information transmitted through Client Channels or other third-party platforms, except to the extent caused by Falcon’s gross negligence (grove fout / faute grave) or willful misconduct (opzettelijke fout / faute intentionnelle).

5.4 Records retained by Falcon of communications and Deliverables exchanged through the Client Channels (including exports, downloads, or screenshots) shall be accepted by both Parties as an accurate record of the advice and communications exchanged, absent manifest error.

6. Client-Only Relationship; No Third-Party Reliance

6.1 The Services and Deliverables are provided solely for the benefit and use of the Client identified in the Order Form, and not for the Client’s affiliates, shareholders, directors, employees in their personal capacity, or any other third party. No person other than the Client may use or rely on the Services or any Deliverable, and Falcon accepts no duty of care and no liability towards any such person.

6.2 If the Client shares any Deliverable with a third party (including an affiliate), it does so at its own risk and shall ensure such third party is aware of and accepts this Section. Services for an affiliate of the Client require a separate Order Form.

6.3 Nothing in this Section limits the provisions of Sections 11 and 12, which are expressly stipulated for the benefit of the persons identified therein (beding ten behoeve van een derde / stipulation pour autrui).

7. No AI Training

Falcon shall not use Client data — including any contracts, documents, or information submitted through the Services — to train, fine-tune, or otherwise develop any artificial intelligence or machine learning model.

8. Intellectual Property

8.1 Falcon and its affiliates or licensors own all rights, title, and interest in and to the Services, including but not limited to all intellectual or industrial property rights, whether registered or not, and including applications and the right to apply for registration of any rights, which may be protected anywhere in the world (“Intellectual Property Rights”) included therein, as well as modifications, updates and upgrades thereof.

8.2 All documents, contracts, data, and other materials submitted by the Client to Falcon in connection with the Services (“Client Materials”) shall remain the exclusive intellectual property of the Client. Falcon’s rights to use Client Materials are limited to performing the Services and as otherwise expressly permitted under this Agreement.

8.3 The Client will own all deliverables prepared for and furnished to the Client by Falcon in connection with the Services (“Deliverables”), save that Falcon (or its licensor) retains ownership of all concepts, know-how, tools, questionnaires and assessments, modules, frameworks, software, algorithms, databases, content, models, and industry perspectives developed or enhanced outside of or in connection with the Services (the “Falcon Tools”). To the extent the Deliverables include any embedded Falcon Tools, Falcon hereby grants the Client a non-exclusive, non-transferable, non-sublicenseable, worldwide, royalty-free license to use and copy the Falcon Tools solely as part of the Deliverables.

9. Marketing

The Client grants Falcon the right to use the Client’s company logo(s), company name(s), trademark(s), and user quotes as reference material for marketing and public relations material, thereby identifying Client as a Falcon customer. Upon the Client’s written request, Falcon shall immediately cease any further use of such materials as instructed by the Client.

10. Serving Competitors

10.1 Falcon may serve clients that compete or may have potentially conflicting interests with the Client, as well as, to the extent permitted by the rules of professional conduct and in matters not substantially related to the matters in which Falcon acts for the Client, counterparties in contractual relationships with the Client, without compromising Falcon’s responsibility to comply with its confidentiality obligations.

10.2 In line with this practice, and with Falcon’s confidentiality duties toward its other clients, Falcon cannot advise or consult with the Client regarding Falcon’s work for the Client’s competitors or other third parties. Nothing in this section limits or reduces Falcon’s obligations regarding the Client’s Confidential Information, including all applicable confidentiality and non-disclosure duties.

10.3 For conflict of interest purposes, a matter on which Falcon has received no instructions for two (2) months is considered closed, without prejudice to the Client remaining a client while the Agreement is in force.

11. Limitation of Liability

11.1 Falcon does not supplant the Client’s management or other decision-making bodies and does not guarantee results. The Client remains solely responsible for its decisions, actions, use of the Deliverables and Services and compliance with applicable laws, rules and regulations.

11.2 Neither party will be liable for any lost profits or other indirect, consequential, incidental, punitive or special damages.

11.3 Falcon shall not be liable for any damage resulting from erroneous, incomplete, inaccurate or misleading information provided by or on behalf of the Client. Where Falcon is instructed together with other advisers, Falcon is liable only for the performance of its own obligations and not for the services of such other advisers.

11.4 Falcon’s liability arising out of, or in connection with the Services shall, regardless of the specific cause of the damage, be limited to the amount which, in the relevant case, is paid pursuant to the relevant professional liability insurance policy, increased by the amount of the deductibles, if any, which must be borne by Falcon pursuant to the applicable insurance policy in the matter concerned. If, for whatever reason, no payment takes place under such insurance, the liability will be limited to the amount received by Falcon from the Client in connection with the Services during the relevant year, up to a maximum amount of EUR 50,000.

11.5 In any event, any right to compensation in accordance with this Section 11 shall expire unless Falcon has received written notice of the claim within one (1) year after the facts on which it is based have become known to the Client or should reasonably have become known to the Client.

11.6 The Client waives any tortious claim related to the liability of Falcon, its shareholders, directors, and any other person(s) working for or associated with Falcon, including its lawyers, employees and subcontractors and Falcon AI BV and its personnel (together, the “Falcon Associated Persons”), relating to any engagement and Services provided to the Client. The Falcon Associated Persons may invoke the limitations and exclusions of liability in this Section 11, which are stipulated for their benefit as an irrevocable third-party stipulation (beding ten behoeve van een derde / stipulation pour autrui) within the meaning of article 5.107 of the Civil Code.

11.7 The limitations and exclusions of liability set out in this Section 11 shall not apply to liability arising from a Party’s gross negligence (grove fout / faute grave) or willful misconduct (opzettelijke fout / faute intentionnelle).

12. No Claims Against Agents

12.1 Each party (a “Claimant”) guarantees that it will not make any claim (including based on contractual or extracontractual liability) towards the other party’s (the “Defendant”) directors, executive officers, employees, representatives, attorneys and consultants (together the “Agents” of such party) relating to any engagement or Services provided to the Client.

12.2 Each Claimant hereby irrevocably and unconditionally undertakes to indemnify and hold harmless the Defendant to the fullest extent permitted by law against any liability, loss, expenses (including reasonable legal expenses) and damage whatsoever for claims relating to any engagement or Services provided to the Client by the Claimant against the Defendant’s Agents.

13. Term and Termination

13.1 The Agreement is valid from the earlier of (i) the Effective Date, and (ii) the date when the Client starts using the Services, and shall remain in force during the initial period set out in the Order Form (the “Initial Service Term”).

13.2 Unless terminated by either Party with at least 90 days’ written notice before the expiry of the then current service period, the Agreement shall automatically renew for additional periods equal to the expiring Initial Service Term (each a “Renewal Term”).

13.3 In addition to any termination rights stated elsewhere in the Agreement, a Party may terminate the Agreement for cause:

• (a) upon 30 days’ written notice to the other Party of a material breach, if the breach remains uncured at the expiration of the notice period;
• (b) if the other Party becomes the subject to a proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or governmental regulations; or
• (c) if the other Party goes out of business, or ceases its operations.

14. Relationship of the Parties

The relationship of the Client and Falcon established by this agreement is that of independent contractors and nothing contained herein will be construed to (a) give either party any right or authority to create or assume any obligation of any kind on behalf of the other party or (b) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking. This agreement constitutes a contract for the provision of services and not a contract of employment of Falcon or any Falcon personnel.

15. Pilot and Trial Terms

15.1 From time to time, Falcon may offer the Client access to the Services on a pilot or trial basis (a “Pilot”), as set out in the applicable Order Form.

15.2 A Pilot also includes commencing the Services under an Order Form with the fees for the first month of the Services deferred (a “Trial Month”). Notwithstanding Section 13, the Client may terminate the Agreement at any time during the Trial Month on written notice, in which case no fees are due for the Trial Month. If the Client does not terminate the Agreement during the Trial Month, the deferred fees are invoiced at the end of the Trial Month and the Agreement continues in accordance with the Order Form.

15.3 Unless otherwise agreed in writing:

• (a) a Pilot, other than a Trial Month, is provided free of charge for the duration specified in the Order Form and, if no duration is specified, for a maximum period of thirty (30) days;
• (b) Falcon’s aggregate liability in connection with a Pilot shall not exceed EUR 1,000;
• (c) either party may terminate a Pilot at any time on written notice without liability; and
• (d) upon expiry or termination of a Pilot, the Client’s access to the Services will cease unless the Services continue under a paid Order Form, including as provided in Section 15.2.

15.4 Notwithstanding the foregoing, the obligations of confidentiality, data protection, intellectual property, and no AI training set out in Sections 3, 4, 8 and 7 respectively shall apply in full during and after any Pilot period.

16. Force Majeure

16.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond that party’s reasonable control which could not have been prevented or overcome by commercially reasonable measures, including acts of God, natural disasters, pandemic or epidemic, war, terrorism, civil unrest, or governmental action or regulation.

16.2 The failure or unavailability of a third-party provider or subcontractor engaged by a party (including third-party artificial intelligence providers) shall constitute a force majeure event only to the extent that (a) such failure or unavailability itself results from an event qualifying as force majeure under this Section, and (b) its effects could not have been avoided by commercially reasonable measures, including the use of alternative providers.

16.3 Force majeure shall not excuse the Client’s obligation to pay for Services already performed.

16.4 The affected party shall:

• (a) notify the other party as soon as reasonably practicable;
• (b) use reasonable efforts to mitigate the impact; and
• (c) resume performance as soon as reasonably possible.

16.5 If a force majeure event continues for more than thirty (30) days, either party may terminate the Agreement on written notice without liability, and Falcon shall refund any prepaid unused fees on a pro-rated basis.

17. Professional Rules

17.1 Falcon’s lawyers are members of the Dutch-speaking Brussels Bar (Nederlandse Orde van Advocaten bij de Balie Brussel) and provide the Services subject to its rules of professional conduct.

17.2 Any complaint about the Services should first be raised with the responsible lawyer or, failing resolution, with Falcon’s management.

17.3 Information on these rules, the complaints, ombuds and fee dispute procedures and Falcon’s professional liability insurance is available on Falcon’s website.

18. Miscellaneous

18.1 Entire agreement. This Agreement constitutes the entire agreement between the parties, and there are no prior or contemporaneous oral or written representations, understandings or agreements relating to this subject matter that are not fully expressed herein or therein.

18.2 Other terms excluded. General terms and conditions of the Client or of any third party do not apply to the Services, even where Falcon has had to accept them to access a Client Channel or an electronic invoicing, procurement or similar platform, and in case of conflict these GTCs shall prevail.

18.3 Governing law. This Agreement shall be governed by and construed in accordance with the laws of Belgium.

18.4 Disputes. All disputes relating to the validity, execution, consequences, interpretation, enforcement and termination of this Agreement will first be submitted to mediation in accordance with the CEPANI Mediation Rules in an attempt to reach an amicable settlement. If the dispute is not resolved within sixty (60) days of the request for mediation, it shall be finally settled under the CEPANI Rules of Arbitration by one arbitrator appointed in accordance with those Rules. The seat of the arbitration shall be Ghent, and the language of the proceedings shall be English. The Parties agree that the existence, content, and outcome of any mediation or arbitration, including any award, shall be kept confidential, except as required by law or to enforce the award. Nothing in this Section prevents either Party from seeking interim or conservatory measures before a competent court.

18.5 Survival. The following Sections shall survive the termination of the Agreement: 3 (Confidentiality), 4 (Data Protection), 5 (Communications and Records), 6 (Client-Only Relationship; No Third-Party Reliance), 7 (No AI Training), 8 (Intellectual Property), 9 (Marketing), 10 (Serving Competitors), 11 (Limitation of Liability), 12 (No Claims Against Agents), and 18 (Miscellaneous) and any other provision which by law or by its nature should survive.

18.6 Assignment. Neither party may assign its rights or obligations under this agreement to any person or entity without the written consent of the other party, not to be unreasonably withheld, provided, however, that either party may assign its rights and obligations under this agreement to its affiliates upon reasonable written notice to the other party but without the written consent of the other party. Assignment shall not relieve either party of its obligations hereunder.

18.7 Amendments. Falcon may modify any part or all of these GTCs by posting a revised version on its website. The revised version will become effective and binding the next business day after it is posted. Falcon will provide the Client notice of the revision by email. If the Client does not agree with a modification to the GTCs, the Client must notify Falcon in writing within thirty (30) days after Falcon sends notice of the revision. If the Client gives such notice, the Client’s subscription will continue to be governed by the terms and conditions of the Agreement prior to the modification until the Client’s next renewal date, after which the then-current GTCs posted on Falcon’s website will apply.