Consulting Terms & Conditions
General Terms and Conditions of Services governing all engagements.
Last updated: July 28, 2025
I. Introduction
These General Terms and Conditions of Services govern all relations between Dayana Corp SRL (the 'Provider') and its clients regarding digital transformation services, including strategic consulting, IT engineering, project management, software solutions, and IT optimisation. Use of the Provider's services constitutes full acceptance of these terms. Dayana reserves the right to modify these terms, with notice delivered by electronic communication. The Provider may not be deemed to have waived any provision by reason of not enforcing it on any given occasion.
II. Purpose
These terms apply to all services detailed in the commercial proposal issued to the client. The commercial proposal, together with the service catalogue, quotation, and any explicit contract, constitutes the binding scope of services between the parties. Nothing in these terms limits or extends the services beyond what is set out in the commercial proposal.
III. Terms of Performance
Services include IT needs analysis, solution design, technical support, and project management, with scope detailed in the commercial proposal. Services commence upon receipt of a signed contract acknowledgment. The client agrees to provide necessary information, system access, and active cooperation throughout the engagement. Services are performed at client premises or agreed locations; remote services are available where specified. Proposed deadlines depend on timely provision of information by the client. Any modifications requested by the client will be assessed for their impact on costs and timelines, and a revised quotation will be issued where the original scope is altered.
IV. Obligations of the Provider
Dayana Corp commits to mobilising qualified personnel with current expertise appropriate to the engagement. The Provider will deploy the necessary means for service delivery in accordance with applicable professional standards, and will maintain the confidentiality of all client information throughout the engagement and for two years thereafter. Dayana assumes full responsibility for the legal compliance, safety, and security of its personnel under applicable national regulations.
V. Obligations of the Client
The client agrees to pay invoiced amounts within the terms specified, typically 30 days from invoice date. The client must provide necessary information and active collaboration, and must review and approve all deliverables within five working days of receipt, failing which they will be deemed accepted. On-site premises must comply with applicable health and safety standards. The client must not interfere with the Provider's personnel hierarchy and must respect all applicable intellectual property rights.
VI. Price and Invoicing
Fees may be structured as hourly, fixed-fee, per-service, or result-based billing, as detailed in the commercial proposal. All prices are exclusive of applicable taxes; VAT will be invoiced additionally at the rate in force on the invoice date. Rates are valid for twelve months; the Provider may adjust rates with 30 days' written notice in the event of significant economic variations. Travel, accommodation, and other necessary expenses will be invoiced at actual cost with supporting documentation. Late payments will incur penalties at three times the applicable legal interest rate, plus a fixed compensation of forty euros per incident.
VII. Confidentiality and Data Protection
Both parties agree to protect all non-public information disclosed during or arising from the engagement, whether or not marked as confidential. This obligation applies throughout the engagement and for two years after its conclusion. Dayana applies strict security standards to all client data and will notify the client promptly of any breach. Legal disclosure is permitted where required by law, with prior notification to the other party where possible. Personal data is collected, used, and stored in strict compliance with applicable data protection regulations.
VIII. Intellectual Property
Dayana Corp retains exclusive ownership of all methods, trade secrets, know-how, and tools developed by or belonging to the Provider. Upon completion of services and full settlement of fees, the client obtains ownership of specific deliverables, including study documents, reports, drawings, and customised software developed exclusively for the engagement, for use in their internal business operations. The client may not sell, distribute, or provide such deliverables to third parties without prior written agreement from Dayana. The Provider guarantees that its services and deliverables respect all applicable third-party intellectual property rights.
IX. Limitation of Liability
Dayana Corp is liable only for direct damages arising from a proven fault in service performance. The Provider shall not be liable for indirect, consequential, unforeseeable, or special damages, including lost profits, data loss, or loss of intangible assets. Total liability is capped at fees paid by the client for the service concerned during the twelve months preceding the claim. Dayana is not liable for delays or non-performance caused by events of force majeure as defined in applicable law.
X. Force Majeure
Force majeure events include external, unforeseeable, and irresistible circumstances per applicable law, including natural disasters, war, epidemics, terrorism, external strikes, and network failures. In such events, the Provider's service obligations are suspended for the duration of the event, and Dayana will inform the client of the occurrence and expected resolution. Both parties will work to minimise the impact and agree on appropriate measures. If force majeure persists for more than four months, either party may terminate the agreement without compensation by written notification with immediate effect.
XI. Termination
Either party may terminate the general services agreement with 30 days' prior written notice. Early termination of the general agreement does not affect individual contracts or purchase orders in progress, which continue to their agreed expiry. Material breach permits immediate termination by written notice, with 15 working days granted to remedy before effect. Upon termination, all sums due become immediately payable and all proprietary documents and data must be returned to their respective owners. Client termination of a purchase order without cause requires one month's notice and a penalty equal to 30% of the remaining amount due.
XII. General Provisions
Written notices must be delivered by registered mail or confirmed email to legal@dayanacorp.com or the relevant postal address specified in the contract. Dayana reserves the right to subcontract, assign, or transfer its rights and obligations without prior client consent, while ensuring continuity and quality of service. If any provision of these terms is found to be invalid or unenforceable, all other provisions remain in full force. These terms are governed by the law of the country in which Dayana Corp's relevant entity is established. Any dispute, after an attempt at amicable resolution, shall be submitted to the competent courts at Dayana's registered office. Dayana Corp SRL, Rue des Colonies 11, 1000 Brussels, Belgium. Dayana Limited, 71 Lower Baggot Street, Dublin D02 P593, Ireland. legal@dayanacorp.com.