Dayana Corp Consulting & Advisory Service Agreement

Last updated: July 28, 2025
 

Note: if you are an existing client, you may be subject to an Amendment to your Service Agreement, as communicated to you by Dayana Corp by email.

Welcome to Dayana Corp.

At Dayana Corp, our mission is to make your technical innovation dreams come true by offering the tools necessary to companies of all sizes. Below, you will find the service agreement (the “Agreement”) relating to the services offered to you as a client (the “Client”) by any entity of Dayana Group. The legal entity with which you are bound in Belgium is Dayana Corp SRL Belgium. In Ireland, you might refer to Dayana Limited.

If you still have any questions or concerns after reading this Agreement, please do not hesitate to contact us at the following address:
 

Dayana Corp SRL
Rue Des Colonies 11
1000 Brussels
Belgium
legal@dayanacorp.com
+32 2 886 00 92

Dayana Limited
Lower Baggot Street 71
Dublin D02 P593
Ireland
legal@dayanacorp.com
+353 87 095 7537
 

I. Introduction
 

These General Terms and Conditions of Services (hereinafter the “GTCS”) govern the contractual relations between Dayana Corp (hereinafter the “Provider”) and its clients (hereinafter the “Client”) regarding the digital transformation services provided by the Provider. These services may include, without limitation, strategic consulting, engineering services, project management solutions, software solutions and IT process optimization services, social media management, optimization of companies’ digital work tools (CRM/ERP).

• Acceptance of the Terms: The use of the Provider’s services, the commencement of the services, as well as the payment for them, imply unreserved acceptance by the Client of these GTCS. Any contrary condition set by the Client shall therefore, failing express acceptance, be unenforceable against the Provider, regardless of when it may have been brought to the Provider’s attention.

• Precedence of the Terms: The fact that the Provider does not rely at a given time on one of the provisions of these GTCS cannot be interpreted as a waiver of the right to rely later on those same provisions. These GTCS shall prevail over all other general or specific conditions not expressly accepted by the Provider.

• Modification of the Terms: The Provider reserves the right to modify these GTCS at any time. In the event of modification, the new version of the GTCS shall apply to all services ordered as from its effective date, after communication of this new version to the Client by any means deemed appropriate by the Provider, including primarily the method of electronic mail.

These GTCS constitute the foundation of the agreement between the Provider and the Client for the provision of IT consulting services. They are designed to establish a clear and precise legal framework governing the interactions between the two parties, thereby ensuring a harmonious and productive professional relationship.
 

II. Purpose
 

These General Terms and Conditions of Services (hereinafter referred to as the “GTCS”) establish the terms under which Dayana Corp (hereinafter referred to as the “Provider”) offers its digital consulting services to its clients (hereinafter referred to as the “Client”).

Application of the GTCS: The services provided by the Provider are governed exclusively by these GTCS, unless otherwise agreed in writing between the parties. The engagement, commencement of the services or payment for the services by the Client implies full and complete acceptance of these GTCS. Consequently, any condition proposed by the Client that is contrary to these GTCS shall be inapplicable to the Provider, unless expressly accepted by it in writing.

Capacity of the Provider: The Provider states that it has the qualifications, technical means, skills and personnel necessary to properly carry out the services ordered by the Client. The Provider undertakes to use all reasonable means at its disposal to provide the services in compliance with professional standards, in accordance with the specifications detailed in the commercial proposal and in compliance with the applicable legislation.

Reciprocal commitments:

Of the Provider: To undertake to perform the services in accordance with the requirements and specifications agreed with the Client, including the delivery of the deliverables and documents necessary for the proper performance of the services.

Of the Client: To collaborate actively with the Provider by providing all information necessary for the performance of the services and by making payments in accordance with the established conditions.

Limitation of obligations: The Provider’s obligations are strictly limited to the services described in the commercial proposal. The Provider shall not be held liable for aspects not explicitly included in that proposal.
 

III. Terms of performance
 

• Definition and Scope of the Services:

  • The IT consulting services provided by Dayana Corp include, without limitation, the analysis of IT and digital needs relating to information and communication technologies, the design of solutions, technical assistance/support, and IT project management.

  • The specific details of the services to be provided, including the scope, objectives, performance deadlines, and deliverables, are defined in the commercial proposal established by Dayana Corp and accepted by the Client. This commercial proposal shall take the form of a service catalog, a quotation and an explicit contract mentioning the tax and legal details of the client and the provider, with an explicit link to the GTCS.

• Performance of the Services:

  • Dayana Corp undertakes to mobilize all the skills and resources necessary to properly carry out the services in accordance with professional standards and the requirements specified by the Client.

  • Dayana Corp ensures that its services are performed by qualified and competent personnel, whose skills and training necessary for the performance of the assigned tasks are kept up to date.

  • Dayana Corp shall initiate the procedures for the proper completion of the service only after acknowledgment of receipt of the quotation and of the contract signed by the client.

• Client Collaboration:

  • The Client undertakes to provide Dayana Corp with all information and support necessary for the proper performance of the services. This includes access to the Client’s facilities, IT systems, and human resources.

  • The Client also undertakes to collaborate actively with Dayana Corp in resolving problems and in facilitating the proper performance of the services.

• Place of Performance:

  • The services are mainly provided at the Client’s premises or at any other place agreed between Dayana Corp and the Client. Dayana Corp may also perform services remotely, depending on what is established in the commercial proposal.

  • Travel expenses may, on the basis of the quotation and/or service catalog, be charged to the client.

• Deadlines:

  • The time limits for carrying out the services are defined in the commercial proposal. Dayana Corp undertakes to comply with those time limits, subject to the timely receipt of the information and cooperation from the Client necessary for the performance of the services.

• Modification of the Services:

  • Any request for modification or addition to the services initially agreed must be made in writing by the Client. Dayana Corp shall assess the impact of these modifications on costs and deadlines and, after agreement by both parties, shall incorporate these modifications into the initial contractual framework. If the initial quotation is altered, a new document shall be sent to the client.
     

IV. Obligations of the Provider
 

Within the framework of the IT consulting services provided, Dayana Corp undertakes to comply with the following obligations:
 

• Qualifications and Skills:

  • Dayana Corp certifies that it possesses the qualifications, technical resources, and competent personnel required to provide the consulting services in accordance with the Client’s requirements.

  • The personnel assigned to the performance of the services shall be duly qualified and shall possess the expertise necessary to meet the specific needs of the Client.

• Proper performance:

  • Dayana Corp undertakes to implement all means necessary to ensure the performance of the services in accordance with the best practices in the field of IT consulting and in accordance with the specifications agreed with the Client.

  • The services shall be provided in compliance with recognized professional standards and in accordance with the laws and regulations in force.

• Delivery of Documents and Materials:

  • Dayana Corp undertakes to provide the Client with all documents and materials deemed necessary for the proper understanding and use of the results of the services provided.

  • These documents shall include reports, analyses, recommendations and any other materials jointly decided upon by Dayana Corp and the Client.

• Compliance with deadlines:

  • Dayana Corp undertakes to perform the services within the time limits agreed with the Client, as specified in the commercial proposal, except in the event of delay due to circumstances beyond its control.

• Maintenance of confidentiality:

  • Throughout the duration of the service and after its completion, Dayana Corp undertakes to maintain the confidentiality of all Client information to which it has access in the context of the services rendered.

• Safety and well-being of personnel:

  • Dayana Corp is responsible for the social security and well-being of its personnel. It ensures that all legal and regulatory obligations in matters of working conditions, remuneration and social coverage are complied with according to the countries in which Dayana Corp has a legal entity.
     

V. Obligations of the Client
 

• Within the framework of the IT consulting services provided by Dayana Corp, the Client is required to comply with the following obligations to ensure the proper performance of the services:

  • Payment for the Services: The Client undertakes to pay the amounts stipulated in the invoices issued by Dayana Corp in accordance with the terms established in the commercial proposal and in these general terms and conditions of service.

  • Payments must be made within the time limits specified, usually within thirty (30) days following the invoice date, unless otherwise indicated in the payment terms.

• Active Collaboration:

  • The Client must provide Dayana Corp with all information necessary for the proper performance of the services. This includes, but is not limited to, data, access to systems, and any other relevant information that could affect the performance of the services.

  • The Client undertakes to collaborate actively with Dayana Corp to facilitate the performance of the services, including the availability of the Client’s personnel for meetings, briefings and the provision of necessary feedback.

• Approval of Deliverables:

  • The Client must review and approve the deliverables (for example, reports, documents, analyses) within the agreed time limits, generally five (5) working days after their receipt. Failing any feedback from the Client within those time limits, the deliverables shall be deemed tacitly accepted.

• Compliance of the Premises:

  • When the services are performed on site, the Client undertakes to ensure that the premises comply with the applicable safety and health standards.

  • The Client is responsible for informing and, where applicable, training personnel on the safety protocols and other applicable regulations necessary for the performance of the services by Dayana Corp.

• Non-interference:

  • The Client undertakes not to interfere in the hierarchical and administrative relationship between Dayana Corp and its personnel. Compliance with this provision is crucial for the maintenance of Dayana Corp’s authority and disciplinary management over its personnel.

• Respect for Intellectual Property Rights:

  • The Client acknowledges that certain elements, methodologies or software used by Dayana Corp may be covered by intellectual property rights and undertakes not to use them outside the framework of the services provided without the prior agreement of Dayana Corp. It is totally prohibited to make any use deemed illegal of the technical solutions made available by Dayana Corp to the client, on the legal basis of the countries in which Dayana Corp has a legal entity.
     

VI. Price and Invoicing
 

• Pricing Terms:

  • Dayana Corp offers various pricing options for its IT consulting services, including hourly billing, fixed-fee billing, per-service billing, or result-based billing. These options allow maximum flexibility adapted to the specific needs of the project and the Client’s preferences.

  • The chosen pricing method shall be detailed in the commercial proposal (quotation), providing a clear structure adapted to each situation.

• Taxes and Charges:

  • The proposed prices are exclusive of taxes. Applicable taxes, as well as any levy or legal charge imposed by the competent authorities, shall be invoiced in addition and are borne by the Client.

  • The applicable VAT rate is the one in force on the invoice date, in accordance with territoriality laws.

• Validity of Prices:

  • The rates stipulated in the commercial proposal remain valid for a period of twelve (12) months, unless specifically stated otherwise in the commercial proposal (quotation). Dayana Corp reserves the right to adjust these rates in response to significant variations in economic indices or external costs, after informing the Client thereof in writing with thirty (30) days’ notice.

• Invoicing of Additional Costs:

  • All additional costs incurred, such as travel expenses, accommodation and other necessities directly related to the performance of the services, shall be invoiced to the Client on the basis of actual costs. These costs shall be clearly pre-established and accompanied by the appropriate supporting documents. These costs shall, where possible, be submitted in advance when the commercial proposal is made available.

• Issuance and Payment of Invoices:

  • Invoices shall be issued according to the frequency and conditions determined in the commercial proposal (for example, monthly, per completed milestone, or upon final delivery of the project).

  • Each invoice is payable within a period of thirty (30) days from its date of issue, unless stated otherwise on the issued invoice. Late payment shall result in the application of late-payment penalties calculated at three times the legal interest rate, plus a fixed compensation of forty (40) euros for collection costs.

• Payment Terms:

  • The Client undertakes to pay invoices in accordance with the established conditions, thus facilitating smooth cash-flow management and the maintenance of healthy business relations.

  • Specific payment terms, including arrangements for advance payments or payment schedules, may be negotiated and shall be specified in each contract or commercial proposal.
     

VII. Confidentiality and Data Protection
 

• Confidentiality Commitment:

  • Dayana Corp undertakes to protect and keep confidential all non-public information received from the Client in the context of the performance of the IT consulting services. This commitment remains in force throughout the duration of the contract and continues for a period of two (2) years following its end.

• Transmission of Information:

  • All information deemed confidential by either party, whether marked as such or not, shall be protected with the greatest diligence. This includes personal data, trade secrets, technical details, business strategies and other sensitive information.

• Obligations of the Client:

  • The Client is also required to respect the confidentiality of the information received from Dayana Corp and not to disclose it without prior, express and written authorization. The Client guarantees the implementation of appropriate security measures to protect such information.

• Data Security:

  • Dayana Corp applies strict security standards to protect data against unauthorized access, alteration or destruction. Security protocols include physical, technical and administrative measures adapted to the sensitivity of the information processed.

• Legal Disclosure:

  • Dayana Corp may be required to disclose certain information if required by law or by a court decision, while ensuring, insofar as possible, that the Client is notified of such requirements before disclosure, unless prohibited from doing so.

• Breach of Confidentiality:

  • In the event of a breach or suspected breach of confidentiality, Dayana Corp shall promptly inform the Client and shall cooperate with the Client to remedy such breach. Appropriate corrective actions shall be taken to prevent any recurrence.

• Intellectual Property Rights:

  • Unless otherwise agreed, Dayana Corp retains ownership of all intellectual property rights over the methodologies, inventions, discoveries or data generated during the performance of the services. The Client receives a limited license to use those results within the framework of the services provided.

• Protection of Personal Data:

  • In compliance with the applicable personal data protection regulations, Dayana Corp undertakes to collect, use and store the Client’s personal data securely and only for the purposes specified and consented to by the Client.

• Audit and Compliance:

  • Dayana Corp shall allow, under reasonable conditions and upon request, the audit of its confidentiality and security practices by the Client or by an auditor designated by the latter, in order to ensure compliance with the terms of the contract.
     

VIII. Intellectual Property Right
 

• Ownership of Resources and Know-how:

  • Dayana Corp retains exclusive ownership of all means, methods, trade secrets, know-how, and tools developed or used in the context of the performance of the services. This also includes all intellectual property rights over specific creations developed for the provision.

• Assignment of Rights to the Client:

  • Upon completion of the services, and subject to full payment of the agreed fees, the Client shall obtain ownership of the intellectual and industrial property rights over the specific results of the service rendered, such as study documents, analytical reports, technical drawings, and customized software. These rights are granted for the Client’s use within the framework of its business activity, without affecting the Provider’s prior rights or preventing it from using its know-how for other clients.

• Protection and Confidentiality:

  • Dayana Corp and the Client undertake not to disclose any information considered confidential and obtained during the performance of the services. Any information, whether marked “confidential” or not, should be treated with the same level of confidentiality.

• Use of the Results:

  • The Client is authorized to use the results of the services for its internal needs and in compliance with intellectual property laws. However, the Client may not sell, distribute or otherwise make these results available to a third party without the prior written agreement of Dayana Corp, except in the normal course of its business.

• Representations and Warranties:

  • Dayana Corp guarantees that the performance of the services and the results provided respect the intellectual property rights of third parties. In the event of claims by third parties regarding the results of the services rendered, Dayana Corp undertakes to assume the defense of the Client and to cover the associated costs, provided that the Client has used those results in accordance with the established conditions and has not modified the work provided.
     

IX. Limitation of Liability
 

• Scope of Liability:

  • Dayana Corp undertakes to provide its IT consulting services with diligence and in accordance with the best practices of the sector. Nevertheless, Dayana Corp shall only be liable for direct damage suffered by the Client, resulting directly from a proven fault in the performance of its services.

• Exclusion of Indirect Damage:

  • Under no circumstances shall Dayana Corp be held liable for indirect or unforeseeable damage suffered by the Client or third parties, including but not limited to loss of profits, loss of opportunity, loss of data or any other loss of intangible assets, even if Dayana Corp has been informed of the possibility of such damage.

• Cap on Liability:

  • The total liability of Dayana Corp towards the Client for any claim arising from or in connection with the service agreement shall be limited to the amount of fees paid by the Client to Dayana Corp for the service concerned during the 12 months preceding the occurrence of the claim.

• Cases of Force Majeure:

  • Dayana Corp shall not be liable for non-performance, or delay in performance, of any of its obligations described in the service agreement where this is caused by an event of force majeure, as defined by the applicable law.

• Protection of Intellectual Property:

  • In the event that the services provided by Dayana Corp are found to infringe the intellectual property rights of a third party, Dayana Corp may, at its option, obtain for the Client the right to continue using the services, modify the services so that they are no longer infringing, or reimburse the Client for the amounts paid for the services in question after deduction of a reasonable amount for the use already made thereof.

• Liability of the Client:

  • The Client is responsible for the use of the results of the services provided by Dayana Corp. The Client undertakes to indemnify and hold Dayana Corp harmless from any liability in the event of claims by third parties resulting from the Client’s use of the results of the services in a manner not in compliance with the terms of the service agreement.
     

X. Force Majeure
 

• Definition:

  • Dayana Corp recognizes as force majeure any external, unforeseeable and irresistible event, in accordance with the legal definition under the applicable law in the countries in which Dayana Corp has a legal entity. This includes, but is not limited to, natural disasters, acts of war, epidemics, acts of terrorism, strikes external to the company, failures or restrictions of telecommunication or energy networks.

• Effects of force majeure:

  • 2. If Dayana Corp is prevented or delayed in the performance of its services due to a case of force majeure, the obligation to provide the services shall be suspended for the duration of the event. Dayana Corp undertakes to inform the Client as soon as possible of the occurrence and the expected end of this event.

  • Dayana Corp’s liability may not be engaged in the event of delay or non-performance of its contractual obligations, where the cause of the delay or non-performance is linked to a case of force majeure. This includes any degradation of services due to unforeseeable circumstances that escape the reasonable control of Dayana Corp.

• Management of force majeure:

  • 4. Dayana Corp and the Client shall endeavor to minimize the effects of the incident and to resume the normal performance of their obligations as quickly as possible. Both parties shall meet to examine the impact of the event and agree on the measures to be taken.

• Right of termination:

  • 5. If the force majeure event persists for more than four months without interruption, each party shall have the right to terminate the contract without compensation on either side, by written notification with immediate effect.

• Restoration after force majeure:

  • 6. Upon cessation of the force majeure event, Dayana Corp undertakes to do its utmost to restore the services in accordance with the contractual terms. However, Dayana Corp reserves the right to modify the delivery deadlines or the supply deadlines for the services as adjusted to the new situation.

​

XI. Termination & Termination of purchase orders
 

Article 13 - Termination of Contracts

• Termination by Notice: Each Party may terminate the general service agreement at any time, subject to providing the other Party with thirty (30) days’ prior written notice. This early termination shall not affect the specific contracts or purchase orders already in progress, which shall continue until the expiry of their specific term.

• Breach of Obligations: In the event of significant non-compliance with or breach of the terms and conditions of this contract by one of the parties, the other party may choose to terminate this contract immediately. A written formal notice shall be sent and, if no correction is made within fifteen (15) working days, the termination shall take effect without prejudice to the other rights or remedies available.

• Consequences of Termination: Upon termination of this contract for any reason whatsoever, all sums due up to the date of termination shall become immediately payable. All proprietary documents, data or information must be returned to the owning party.

Article 13.2 - Termination of Purchase Orders

• Termination for Misconduct: If a Purchase Order is terminated by the client for serious misconduct on the part of Dayana Corp, the client is released from all future obligations relating to that Purchase Order without penalty.

• Termination without Fault: If the client wishes to terminate a Purchase Order without cause of serious misconduct, it must provide one month’s notice and shall be subject to a penalty corresponding to 30% of the total amount remaining due under the Purchase Order.

• Effect on Other Purchase Orders: The termination of a Purchase Order, for any reason whatsoever, shall not automatically result in the termination of the other Purchase Orders or of the main contract, unless otherwise indicated in the specific terms of the Purchase Order.

• Postponement of the Service: It is prohibited to postpone the services scheduled in a Purchase Order without the prior written agreement of Dayana Corp. In the event of unauthorized postponement, the client is required to pay the invoices as from the date initially scheduled for the service.
   

XII. General Provisions & Modification of the terms
 

Article 15 - General Provisions

• Notifications and Communications: All notifications, communications or correspondence necessary or permitted hereunder must be sent in writing either by registered mail with acknowledgment of receipt, or by email with read receipt confirmation, to the email address legal@dayanacorp.com or to the postal address specified in the contract. Each Party undertakes to inform the other without delay of any change of address or contact details.

• Subcontracting and Assignment: Dayana Corp reserves the right to subcontract, assign or transfer all or part of its rights and obligations under this contract to any third party without the Client’s prior consent, while ensuring the continuity and quality of the services provided for.

• Partial Invalidity: If one of the clauses of these general conditions is declared null, invalid or unenforceable, for any reason whatsoever, the other provisions shall remain in force and shall continue to produce their effects as if the agreement did not include the invalid clause.

• No Waiver: The fact that one of the Parties does not rely at a given time on any one of the clauses of this contract cannot be interpreted as a waiver of the right to rely subsequently on those same clauses.

• Applicable Law and Competent Jurisdiction: These conditions are governed by the law of the country where Dayana Corp is established. In the event of a dispute arising out of or related to these conditions, the parties shall first seek an amicable solution. Failing agreement, the dispute shall be submitted to the competent courts of the place of Dayana Corp’s registered office.

Article 16 - Modification of the Terms

• Right of Modification: Dayana Corp reserves the right to modify the terms and conditions hereof at any time. Each modification shall take effect immediately after publication of the revised version on our official website or after being sent by email to clients.

• Notification and Acceptance of Modifications: Clients shall be informed of these modifications by email or via our website. Continued use of the services after such modifications shall constitute acceptance of these new terms by the client.

• Consequences of Non-acceptance: If the modifications are not acceptable to the client, the latter has the right to terminate the contract within 30 days following notification of the modifications without penalty.