General Terms and Conditions
of Engagement

• "Engagement" means any defined scope of work agreed between Nuancea and the Client, as described in a Statement of Work or written proposal.
• "Statement of Work" or "SOW" means a written document (including email confirmation) describing the scope, deliverables, timeline, and fees for a specific Engagement. The SOW defines the deliverables for that Engagement and prevails over these Terms in the event of conflict on scope or deliverables.
• "Deliverables" means any output, framework, operating rule set, script pack, diagnostic report, or written material produced by Nuancea in the course of an Engagement, as specified in the applicable SOW.
• "Methodology" means the proprietary diagnostic approach, operating frameworks, implementation logic, and structured methods developed and owned by Nuancea.
• "Client Materials" means any documents, data, organisational information, or other materials provided by the Client to Nuancea to enable the Engagement.
• "Working Day" means any day other than a Saturday, Sunday, or Belgian public holiday.
• "Calendar Day" means any day including weekends and public holidays.
• "Commencement Date" means the date on which Nuancea sends the Client written confirmation that work on the Engagement has started. The introductory scoping call offered by Nuancea prior to engagement does not constitute commencement and is provided free of charge.
• "Delivery Date" means the date on which Nuancea sends the Client written notification that the Deliverables are complete and available.

Nuancea provides cross-border execution diagnostics, operating framework installation, and leadership support services. Services are described in detail on www.nuancea.net and in the relevant SOW.

Nuancea's services constitute implementation and operating correction, not legal, tax, immigration, payroll, or relocation advice. Nothing in any Deliverable shall be construed as legal or regulatory counsel.

Standard packages are as follows. All durations are indicative and expressed in calendar days. They are not contractual deadlines. Nuancea bears no liability for timeline variations caused by the Client, including but not limited to delayed access to information, unavailability of key personnel, or failure to provide Client Materials on time.

• Capital Exposure Diagnostic — indicative duration: 10 working days. Fixed scope. Full fee due upfront before the Commencement Date.
• Engagement — indicative duration: 90 calendar days (3-month minimum commitment). Monthly retainer at €11,900 per month HTVA. Invoiced monthly in advance.
• Stabilisation — indicative duration: 90 calendar days (3-month minimum commitment). Monthly retainer at €8,900 per month HTVA. Invoiced monthly in advance.

Bespoke scopes may be agreed in writing. All bespoke engagements are governed by these Terms unless explicitly superseded in the SOW.

Nuancea's services consist exclusively in providing structured diagnostics, operating frameworks, implementation rules, and recommendations tailored to the Client's cross-border execution context. Nuancea acts in the capacity of a consultant and implementation partner. The Deliverables represent Nuancea's professional recommendations as to how the agreed operating rules should be applied within the Client's organisation.

The Client acknowledges having understood this fundamental limitation before entering into any Engagement.

Fees are as stated in the SOW. All fees are stated exclusive of Belgian VAT (TVA/BTW), which will be added at the applicable rate where due under applicable law. The Client is responsible for any taxes applicable in its own jurisdiction.

The specific deliverables, milestones, and payment triggers for each Engagement are defined in the applicable SOW. In the absence of specific provisions in the SOW, the following defaults apply:

• Capital Exposure Diagnostic: 100% of the fee is due in full prior to the Commencement Date. Work will not begin until payment is received and confirmed by Nuancea in writing.
• Engagement: €11,900 per month HTVA, invoiced monthly in advance. The first monthly instalment is due in full prior to the Commencement Date; work will not begin until it is received and confirmed by Nuancea in writing. Each subsequent monthly instalment is invoiced in advance at the start of the calendar month and is due within 8 calendar days of the invoice date. 3-month minimum commitment. All instalments within the minimum term are due in accordance with Article 4.
• Stabilisation: €8,900 per month HTVA, invoiced monthly in advance. The first monthly instalment is due in full prior to the Commencement Date; work will not begin until it is received and confirmed by Nuancea in writing. Each subsequent monthly instalment is invoiced in advance at the start of the calendar month and is due within 8 calendar days of the invoice date. 3-month minimum commitment. All instalments within the minimum term are due in accordance with Article 4.
• Bespoke engagements: as stated in the SOW, defaulting to 50% upfront before the Commencement Date and 50% within 14 calendar days of the Delivery Date.

Payment shall be made by bank transfer to the account details stated on the invoice. Payment is deemed received only when funds are credited in full to Nuancea's account. Partial payments do not constitute settlement of an invoice.

An invoice is overdue if payment has not been received in full by the due date stated on the invoice. Each overdue invoice constitutes one incident for the purposes of this Article.

If any invoice remains unpaid 7 calendar days after its due date, all ongoing work across all active Engagements with the Client is suspended automatically and without prior notice, until all outstanding amounts are settled in full. Suspension interrupts neither the invoicing of the monthly retainer nor the running of any minimum commitment period: instalments continue to fall due during suspension, and the suspension period counts toward the minimum term. Suspension does not affect Nuancea's right to any amount due under the Engagement.

In addition to statutory interest, a flat administrative fee of €250 per incident is due automatically upon each incident of payment default, without prior notice and without prejudice to any other remedy available to Nuancea. This fee covers administrative follow-up, recovery costs, and expenses including but not limited to bailiff fees and debt collection costs.

This Article applies to all Deliverables under all Engagements. If the Client does not raise a written, substantiated objection to a Deliverable within 5 Working Days of the relevant Delivery Date, that Deliverable is deemed irrevocably accepted. Acceptance, whether express or deemed, extinguishes any right of the Client to suspend, withhold, or reduce payment on account of that Deliverable. An objection raised after the 5 Working Day period, or an unsubstantiated objection, does not entitle the Client to suspend or withhold any payment.

For the purposes of this Article 4, "Minimum Term Value" means: (i) for the Capital Exposure Diagnostic, the fixed fee stated in the SOW; (ii) for Engagement and Stabilisation, the monthly retainer multiplied by the number of months in the applicable minimum commitment period; and (iii) for bespoke engagements, the total fee stated in the SOW.

The Client may cancel an Engagement by written notice to Nuancea. Cancellation takes effect on the date Nuancea receives the written notice. The following applies:

• Cancellation before the Commencement Date: an amount equal to one monthly instalment (or, for fixed-fee engagements, 30% of the fixed fee) is retained by or immediately due to Nuancea as a fixed indemnity, reflecting scheduling, preparation, and opportunity costs already incurred.
• Cancellation on or after the Commencement Date, during the minimum commitment period: all instalments remaining within the minimum commitment period, less any instalments already paid, become immediately due and payable as a fixed indemnity (clause indemnitaire). The parties agree that this amount constitutes a genuine and reasonable pre-estimate of the loss suffered by Nuancea, whose capacity is reserved for the full minimum term and cannot be re-sold at short notice.
• Cancellation after the minimum commitment period: the Engagement may be terminated by either party upon one calendar month's written notice. All instalments falling due up to and including the end of the notice period remain due.

The minimum commitment periods are binding: 3 months for Engagement and 3 months for Stabilisation.

Reciprocity. If Nuancea cancels an Engagement before the Commencement Date for any reason other than those set out in Article 5 or Article 10, all amounts already paid by the Client for that Engagement are refunded in full within 14 calendar days, and an additional fixed indemnity equal to 10% of the first monthly instalment (or of the first payment milestone) is due by Nuancea to the Client. Neither party owes the other any further compensation in that case.

The Capital Exposure Diagnostic is non-refundable in all circumstances once the Commencement Date has passed. The full fee is retained by Nuancea regardless of the reason for cancellation.

Nuancea may terminate any Engagement with immediate effect, without notice period, by written notification to the Client, in either of the following circumstances:

• The Client fails to make any payment by the due date stated on the invoice; or
• The Client, or any representative of the Client, engages in behaviour toward Nuancea or its operator that constitutes a serious fault rendering the continuation of the professional relationship immediately and definitively impossible. This includes but is not limited to: abusive, threatening, or demeaning communications whether written or verbal; persistent bad faith in the execution of agreed commitments; or any act that destroys the trust necessary for the Engagement to function.

Termination under this Article 5.1 takes effect at the moment the written notification is sent by Nuancea. No remedy period applies.

Nuancea may terminate any Engagement upon one calendar month's written notice, in any of the following circumstances:

• The Client materially breaches these Terms or the applicable SOW and fails to remedy the breach within 5 Working Days of a first written notice from Nuancea;
• Leadership engagement falls below the minimum threshold defined in the Leadership Commitment Charter signed at kickoff and/or the measurable engagement criteria stated in the applicable SOW, making effective implementation impossible — such threshold including, by default where the SOW is silent: two or more agreed sessions missed without at least 24 hours' prior notice within any 30-day period; publicly contradicting or undermining the installed operating rules in front of teams; blocking or penalising escalation in violation of the agreed escalation rules; or failing to validate decision ownership within the timeframe agreed in the SOW — and the Client fails to remedy this within 5 Working Days of a first written notice from Nuancea; or
• The Client acts in a way that is materially inconsistent with the conditions of fit stated in the applicable SOW, and fails to remedy this within 5 Working Days of a first written notice from Nuancea.

In the event that Nuancea terminates an Engagement under Article 5.1 or Article 5.2, all instalments remaining within the minimum commitment period (or, where the minimum term has elapsed, all instalments falling due through the end of a one calendar month notice period), together with all amounts already invoiced and unpaid, become immediately due and payable by the Client as a fixed indemnity. The parties agree that this amount constitutes a genuine and reasonable pre-estimate of Nuancea's loss. It constitutes a contractual debt recoverable by any means available under Belgian law, including summary proceedings (procédure en référé / procedure in kort geding).

This reflects the principle that Nuancea's ability to deliver depends on conditions the Client is responsible for maintaining. A Client who creates the conditions for termination bears the full commercial consequence.

Termination by Nuancea under Article 5.1 or Article 5.2 does not give rise to any liability of Nuancea toward the Client, including for incomplete Deliverables, loss of business opportunity, or any other direct or indirect loss arising from termination.

All Methodology, tools, frameworks, diagnostic approaches, script packs, templates, and structured methods developed by Nuancea — whether created before, during, or in connection with an Engagement — remain the exclusive intellectual property of Nuancea. Nothing in these Terms or any SOW transfers ownership of the Methodology or any part of it to the Client.

Upon full payment of all fees due under an Engagement, Nuancea grants the Client a non-exclusive, non-transferable, royalty-free license to use the Deliverables produced for that specific Engagement within the Client's own internal operations, indefinitely. This license does not permit:

• Sublicensing or transfer of Deliverables to any third party;
• Commercial resale or redistribution of Deliverables in any form;
• Presentation of the Methodology or Deliverables as the Client's own proprietary method.

The Client may use Deliverables to train their own managers and teams internally, provided this is done exclusively within the Client's own organisation and does not involve any commercial provision, transfer, or communication to third parties. Any use of the Deliverables outside the Client's own internal organisation requires a separate written license agreement with Nuancea.

Any use of the Methodology or Deliverables beyond what is permitted under Articles 6.2 and 6.3 requires a separate written license agreement and may be subject to additional fees. Nuancea has no obligation to grant such a license.

The Client retains all intellectual property rights in Client Materials. The Client grants Nuancea a limited, non-exclusive license to use Client Materials solely for the purpose of performing the Engagement. This license terminates upon completion or termination of the Engagement.

All information exchanged between the parties in the context of an Engagement is presumed confidential ("Confidential Information"), unless Nuancea expressly states in writing that specific information is not confidential. The receiving party is not required to mark information as confidential for this presumption to apply.

Each party shall:

• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party;
• Use Confidential Information only for the purposes of the Engagement;
• Apply no less than reasonable care, and in any event no less than the standard of care it applies to its own most sensitive confidential information, to protect the other party's Confidential Information.

The obligations in Article 7.2 do not apply to information that:

• Is or becomes publicly available through no act or omission of the receiving party;
• Was already known to the receiving party, as evidenced by written records predating disclosure;
• Is independently developed by the receiving party without any reference to the Confidential Information, as evidenced by written records;
• Is required to be disclosed by law, regulation, or court order, provided the receiving party gives the disclosing party prompt written notice as soon as legally permitted, and limits disclosure to the minimum required.

Confidentiality obligations survive the termination or expiry of any Engagement for a period of five (5) years. With respect to the Methodology specifically, confidentiality obligations are perpetual and survive indefinitely.

Nuancea reserves the right to reference the existence and outcomes of an Engagement in anonymised form for commercial purposes, including on www.nuancea.net, provided no information that could reasonably identify the Client, its sector, its size, or its specific situation is disclosed without the Client's prior written consent.

To the maximum extent permitted by Belgian law, Nuancea's total liability to the Client in connection with any Engagement, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by the Client to Nuancea under that specific Engagement at the time the claim arises. This limitation applies to claims by the Client against Nuancea only and does not limit any amount owed by the Client to Nuancea.

Nuancea shall not be liable for:

• Any indirect, consequential, special, or incidental loss, including lost profits, lost revenue, loss of business opportunity, or reputational damage;
• Any outcome, whether partial or complete, attributable to the Client's failure to implement, maintain, or consistently apply the agreed operating conditions or Deliverables;
• Any loss arising from reliance on the Deliverables beyond their stated scope as defined in the SOW;
• Any loss arising from third-party actions, market conditions, or factors outside Nuancea's direct control.

Nuancea commits to performing its services with reasonable professional skill and care, consistent with the scope defined in the SOW. Nuancea makes no commitment, express or implied, as to any specific business result, outcome, performance improvement, revenue impact, or operational change. No Deliverable constitutes a guarantee of any result.

Each party shall comply with applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 (GDPR) and the Belgian Law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data.

Nuancea collects and processes only the personal data strictly necessary for the performance of the Engagement. Personal data will not be transferred to third parties except where strictly required for the performance of the services or by applicable law.

Neither party shall be liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by circumstances beyond that party's reasonable control, including natural disasters, acts of government, labour disputes, or failures of third-party infrastructure ("Force Majeure Event").

The affected party shall notify the other party in writing within 5 calendar days of the Force Majeure Event arising, specifying the nature, expected duration, and impact on the Engagement. The affected party shall use reasonable efforts to resume performance as soon as practicable.

If a Force Majeure Event affecting Nuancea lasts more than 30 consecutive calendar days, Nuancea may terminate the Engagement with immediate effect by written notice. In such case, all fees accrued up to and including the date of termination remain due and payable by the Client. No cancellation charges under Article 4 apply to a termination by Nuancea under this Article.

These Terms, together with the applicable SOW, constitute the entire agreement between the parties with respect to the Engagement and supersede all prior discussions, representations, warranties, and agreements, whether written or oral.

Nuancea reserves the right to update these Terms from time to time. The version in force on the date the SOW is signed, or the date the first advance payment is received by Nuancea, whichever is earlier, applies to that Engagement and cannot be unilaterally varied by Nuancea during the Engagement. Current Terms are published at www.nuancea.net.

These Terms and any Engagement governed by them are subject exclusively to Belgian law, to the exclusion of any conflict of law rules that would result in the application of a different law and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a competent court, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions shall continue in full force and effect without modification.

All formal notices under these Terms shall be in writing. The following rules of deemed receipt apply:

• Notices sent by email to the address confirmed in the SOW are deemed received on the Working Day following transmission, provided no delivery failure notice is received.
• Notices sent by registered post with acknowledgement of receipt are deemed received 3 Working Days after the date of posting, or on the date of actual receipt as confirmed by the acknowledgement, whichever is earlier.
• Termination notices under Article 5.2 are valid only if sent by registered post with acknowledgement of receipt. No other method of delivery is valid for termination notices under Article 5.2.