Version in force — v_06.2026
Open Field S.A. — Advisory services in strategy, organisation and information systems. Governing law: Grand Duchy of Luxembourg.
Download as PDFOpen Field S.A. (hereinafter "Open Field") provides consulting services to its clients (the "Clients" or the "Client").
These General Terms and Conditions of Sale apply to all engagement letters (the "Engagement Letter"), also commonly referred to as service proposals (the "Proposal"), each referred to as an "Offer", and govern the contractual relationship between the Client and Open Field in connection with the consulting and IT services provided by Open Field.
In addition to these General Terms and Conditions, special conditions as agreed between the Client and Open Field may apply.
The Client's own general terms and conditions shall not be binding upon Open Field in any manner whatsoever.
Offers do not constitute a commitment on the part of Open Field. They are deemed accepted by the Client upon signature and are valid for a period of thirty (30) days.
An accepted Offer constitutes Open Field's engagement and triggers the application of these General Terms and Conditions of Sale.
The prices set out in the Offers relate solely to the services described therein and exclude any additional services.
The price included in the Offers is estimated on the basis of the information provided by the Client. Should such information prove to be false or incomplete, Open Field shall be entitled to modify the scope of its engagement and, accordingly, the price of the services.
Any additional request not included in the Offer, or any failure to provide information or provision of erroneous or incomplete information, may result in a price adjustment by Open Field.
The performance of the engagement is subject to Open Field being granted unrestricted access to all information and/or documentation necessary for that purpose. Furthermore, the performance of the services is subject to the Client fulfilling its obligations as described hereinafter.
The services to be provided by Open Field shall be limited to those covered by the engagement.
In performing the services, Open Field shall be bound only by an obligation of means. Under no circumstances shall Open Field be bound by an obligation of result.
In performing the services, Open Field may engage third-party assistance and/or partially delegate the performance of the services to third parties, provided that the Client is notified in writing.
The Client agrees to cooperate fully with Open Field and to provide, without restriction and in a timely manner, all information and documentation necessary to enable Open Field to fulfil its obligations under the engagement and these General Terms and Conditions. Any failure to communicate the requested documents and information resulting in delays or non-performance of the engagement shall not be attributable to Open Field.
The Client undertakes to make all reasonable efforts to ensure that the information and/or documentation provided to Open Field is accurate and not misleading, and agrees that the engagement shall be carried out on that assumption.
The Client shall communicate its instructions to Open Field exclusively in writing, and shall bear the burden of proof that such communication was received.
Open Field's invoices are issued in accordance with the laws of the Grand Duchy of Luxembourg and are payable within thirty (30) days of the invoice date. Fees shall be invoiced in euros.
In the event of non-payment within thirty (30) days of the issuance of the invoice or payment request, statutory interest, contractual penalties and other charges shall apply in accordance with the amended Law of 18 April 2024 on payment periods, and in particular its Article 3.
Compound interest (anatocism) shall apply.
Any failure to pay that results in collection proceedings, of whatever nature, shall give rise to a contractual penalty in the nature of a liquidated damages clause equal to 15% of the outstanding principal amount at the time collection proceedings commence (including formal notice, engagement of a lawyer or debt collection agency, or court proceedings).
Open Field may retain all documents, media, materials and deliverables already produced until all outstanding amounts have been paid in full.
Open Field may require the Client to pay a deposit as provided in the engagement. Should the Client fail to pay the deposit, Open Field reserves the right to invoice the Client for all work already performed.
After a period of one month from the date of invoicing, invoices shall be deemed accepted by the Client and may no longer be disputed.
In the event of any claim or dispute concerning the validity of the engagement, the performance of the services or the amount of fees, the Client is not released from the obligation to make full payment, and fees remain due within the agreed timeframes.
Open Field's liability shall be limited to direct damages arising from the performance of the engagement and suffered by the Client. Only damages resulting from the wilful misconduct and/or gross negligence of its employees or from gross fault shall be eligible for compensation.
In the event of the Client's breach of its obligations under the engagement and these General Terms and Conditions, Open Field and/or its employees shall not be held liable for the consequences arising from such breach.
In the event of Open Field's liability being established, the maximum amount of damages that Open Field may be required to pay shall be limited to the amount of fees agreed for the performance of the engagement in question, unless the loss suffered by the Client is the direct and immediate consequence of gross or wilful misconduct on the part of Open Field.
These General Terms and Conditions enter into force on the date of signature of the engagement.
The engagement shall continue until its completion, unless the Client notifies Open Field in writing of early termination. Any termination without valid justification (serious breach) shall not affect Open Field's right to full remuneration and compensation.
Open Field may terminate the engagement by notifying the Client in writing. Fees corresponding to services already rendered by Open Field shall become immediately due and payable.
Open Field reserves the right to terminate the engagement at any time and without written notice in the event of the Client's breach of its legal, regulatory or statutory obligations, its contractual obligations as described in the engagement, or its obligations under these General Terms and Conditions.
Open Field and the Client may have access to confidential information. Any contractual document or information presented as such by either party (the "Confidential Information") shall be treated as confidential. Each party shall take all reasonable measures to maintain the strict confidentiality of the Confidential Information and shall not disclose it to any third party without the prior written consent of the other party.
Open Field and the Client agree that all Confidential Information received from the other party shall only be disclosed to employees or subcontractors for whom knowledge of such Confidential Information is necessary for the performance of their contractual obligations. Such persons shall be informed of the confidential nature of the information and of their obligation to treat it accordingly.
Confidential Information shall not include: (i) information already in the possession of the receiving party prior to receipt from the disclosing party, without any obligation of confidentiality; (ii) information regularly disclosed to the receiving party by a third party; (iii) information that is or enters the public domain without any inappropriate act or omission by the receiving party; and (iv) information independently developed by the receiving party.
In providing its services, Open Field collects and stores the Client's personal data in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data (the "GDPR") and any other applicable data protection legislation in the Grand Duchy of Luxembourg.
Open Field may process data such as identification data, financial data or business contact details in the context of the performance of the engagement letter, for the following purposes: (i) performance of the contract; (ii) provision of the service requested by the Client; (iii) sending of customer service communications; (iv) compliance with legal obligations; (v) handling of claims and disputes.
Personal data collected shall not be retained for longer than necessary for the purposes described above, nor longer than required or permitted by law.
In accordance with the GDPR, the Client has the right to access, rectify or erase their personal data. To exercise these rights, please contact Open Field at: gdpr@openfield.eu. In the event of an unresolved dispute, you have the right to lodge a complaint with the Commission Nationale pour la Protection des Données (1, avenue du Rock'n'Roll, L-4361 Esch-sur-Alzette, Grand Duchy of Luxembourg).
Open Field reserves the right to amend any provision of these General Terms and Conditions at any time. Open Field undertakes to make the amended General Terms and Conditions available to the Client upon request within a reasonable timeframe. Amended General Terms and Conditions shall be communicated to the Client in writing, by email and/or by letter.
These General Terms and Conditions and the contract shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg.
Any dispute relating to the existence, performance or interpretation of these General Terms and Conditions or the engagement shall be subject to the exclusive jurisdiction of the competent courts of Luxembourg City, Grand Duchy of Luxembourg.
The Client expressly accepts these General Terms and Conditions by signing the Offer or any other document referring thereto, and may request a copy of the General Terms and Conditions at any time.