General Condition

Article 1 – Application

These general conditions apply to the contract the client places with Esperity, operating under Esperity bv, located at Brussels Life Science Incubator, Veldkapelgaarde 30b1.30.30, 1200 Brussels, Belgium (VAT BE 0848.466.027, RPR Brussel). The client accepts these conditions simply by placing a contract with Esperity. Esperity bv is also active under de brand name Patient Centrics. Exceptions to these conditions, even if they appear on documents issued by the client or Esperity, are only enforceable if they are expressly accepted in writing by Esperity. In that case these conditions remain applicable for all points where there is no express exception.

Article 2 – Undertaking

In view of the nature of the activities of Esperity in regard to the project activities, Esperity can only undertake to perform the contract on the basis of the information provided by the client with the resources at its disposal and to the best of its abilities. Esperity is only liable for any obvious professional misconduct that it commits. Should it appear that the proposed budget will not make it possible to achieve a reliable result, the client will be informed and must decide whether the activities should be pursued on the basis of an additional, jointly determined budget.

Article 3 – Start of the performance of the Contract

These general conditions apply to the contract the client places with Esperity, operating under Esperity sprl. The client accepts these conditions simply by placing a contract with Esperity. Exceptions to these conditions, even if they appear on documents issued by the client or Esperity, are only enforceable if they are expressly accepted in writing by Esperity. In that case these conditions remain applicable for all points where there is no express exception.

Article 4 – Time for Completion

In view of the nature of the activities of Esperity and the frequent interaction with the client or third parties in order to successfully complete the contract, the time for completion does not depend solely on Esperity and is therefore only indicative. It is not binding and cannot give rise to any compensation.

Article 5 – Invoicing

Unless expressly agreed otherwise, services in connection with the contract shall be invoiced at the agreed frequency and shall include any down-payments and/or settlement of services for the period in question. If the client so desires, the invoice may be accompanied by an itemisation of services rendered and costs. The client may not invoke the fact that he is waiting until the completion of the contract in order to postpone the payment of an invoice.

Article 6 – Payment

Invoices are payable “30 days end of month”, without discount or costs for Esperity, including VAT. In the event of non-payment on the due date, Esperity is entitled as of the following day, automatically and without having to give notice, to the payment of interest at the reference rate plus eight percentage points, rounded up to the nearest half percentage point. The reference interest rate is the interest rate applied by the European Central Bank for its most recent main refinancing operations as defined by the law of 2 August 2002. Esperity is also entitled – when the client does not pay within the agreed payment term or, in the absence thereof, within the legal payment term, and without prejudice to its right to compensation of legal costs in accordance with the provisions of the Judicial Code – to reasonable compensation by the buyer for all relevant collection costs incurred due to late payment. The fact that interest is stipulated does not alter the fact that payments are due on their due date. All current and future taxes, and additional levies and costs, of any nature whatsoever, related to the sale shall be borne by the client.

Article 7 – Financial Guarantees

When the creditworthiness of the client is compromised after entering into the contract and prior to full payment of the price, more specifically in the event of a request to extend the protest deadline, seizure of all or part of the goods of the buyer at the initiative of a creditor, late payment to the social security office (RSZ/ONSS), etc., then Esperity is entitled, even during the performance of the contract, to demand guarantees from the client with a view to ensuring the correct performance of the undertakings it has made. Should the client refuse or be unable to extend such additional guarantees, Esperity is entitled to cancel the contract in whole or in part without having to give notice.

Article 8 – Claims and Liability

Claims pertaining to the performance of the contract must be sent in writing to Esperity within a period of 10 days after performance of the services in question. After said deadline such services are deemed to be accepted and an invoice is issued. For clearly demonstrated failings in the performance of the contract which are not the result of an instance of force majeure, mistaken or insufficient information provided by the client or an intervention of a third party for which Esperity is not liable, Esperity undertakes to remedy such failings provided it is informed of them within the aforementioned deadline of 10 days. Esperity makes no guarantee other than the aforementioned guarantee. Esperity is therefore not liable for the use of the results of the contract. Esperity is not bound to pay compensation of any nature whatsoever.

Article 9 – Products made available by the Client

Every product made available by the client, regardless of its application, must be accurately identified prior to its arrival at Esperity. Pursuant to the performance of the contract, Esperity may not be held liable for damage to the products made available by the client. If there is nothing in the offer regarding the return of products, they will be held for a period of up to three months from the end of the project. In the event of any unplanned return, any costs incurred in the event of a return requested by the client shall be invoiced to the client.

Article 10 – Shipment of Goods

The goods will be shipped from the Esperity offices on behalf of and at the risks of the client. Even in the event of free delivery these risks will be borne by the client. In the event of damage, loss, etc., the client must directly contact the entrusted with the transport of the goods.

Article 11 – Groups for Exemption

The following are considered grounds for exemption if they materialise after the initiation of the contract and hinder the performance of said contract: labour conflicts and all other circumstances such as fire, mobilisation, requisition, embargo, prohibition of foreign exchange transfer, revolt, shortage of means of transport, general scarcity, limitation of energy consumption, when these other circumstances materialise outside the control of the parties. The party which invokes the aforementioned grounds must immediately inform in writing the other party of the commencement and cessation of such grounds. The appearance of said circumstances releases both Esperity and the client of all liability.

Article 12 – Intellectual Property Rights

Intellectual property rights, of any nature whatsoever, with respect to the specific product and process information shall remain the property of the client. The client guarantees that all documentation and information which it provides to Esperity with a view to the performance of the contract and the use thereof is free of intellectual rights of their parties, and the client indemnifies Esperity from any loss, damage, costs, expenditure or other claims that arise from a breach of the intellectual rights of third parties. The client acknowledges that the intellectual property rights of any nature whatsoever with respect to general knowledge is the property of Esperity and shall remain its property. The intellectual property rights to the results of the contract shall remain limited to said results and shall only be transferred to the client upon full payment of all invoices in connection with the contract.

Article 13 – Confidentiality

Esperity will not publish any information provided by the client or divulge it to third parties. When performing the contract entrusted to it, Esperity undertakes to involve only those individuals, partner organisations and subcontractors that are necessary for the implementation of the contract and will impose on them the same confidentiality requirement as that stipulated in Article 13. In addition, Esperity will not use said information for purposes other than the performance of this contract. Due to their confidential nature, the client will not make public, share, divulge or otherwise make available to third parties any offers from Esperity, reports, records and accompanying documentation arising in connection with the performance of the contract. The client will only apply said offers, reports, records and accompanying documentation only for its own use. The client will take all reasonable precautions to prevent any publication or unauthorised use. However, Esperity is entitled, subject to prior express written authorisation of the client, to publish information on the performance of the contract, including in newsletters or in other reports, but in such a way that no data about the client are made known and without it being possible to deduce any confidential information. The above does not apply to all information that is public at the time that it is delivered by one of the parties, and no longer applies if this information is made generally known at any time without any breach of the above by the other party.

Article 14 – Early Termination

The client may prematurely terminate the contract at any time subject to paying compensation to Esperity for the costs already incurred and the loss of income associated with the full performance of the contract.

Article 15 – Invalidity

The invalidity of a clause, even partial, will not result in the invalidity of the other clauses of the general conditions or the contract to which they apply.

Article 16 – Applicable Law and Jurisdiction

The contracts are governed by Belgian law. For all disputes arising in connection with these general conditions and the contracts to which they apply, the courts of the registered office of Esperity shall have sole jurisdiction.