This is an English translation provided for convenience. The French version, Conditions générales, is the binding text; in the event of any discrepancy, the French version prevails.
1. Scope
These general terms and conditions (hereinafter the “General Terms and Conditions”) and any specific agreement concluded between E-BIOM and the client/partner (the “contract”) apply, without restriction or reservation, to all offers and/or contractual relationships established between E-BIOM and its clients/partners. In the event of a contradiction between these General Terms and Conditions and the clauses of a contract, the clauses of the contract prevail. By calling upon E-BIOM’s services, the client/partner expressly accepts these terms and waives the right to invoke its own terms, whether general or particular, unless expressly agreed otherwise in writing and signed by the persons authorised to bind E-BIOM.
Use of E-BIOM’s services implies the client/partner’s acceptance of these General Terms and Conditions.
The General Terms and Conditions are also available and may be downloaded in PDF format at any time on the website: e-biom.com
Within the limits provided by law, E-BIOM reserves the right to amend the General Terms and Conditions at any time, in particular in line with changes to the applicable rules. The client/partner will be informed of any such amendment by a notice on the website or, in the case of a more substantial amendment, by email sent at least 15 days before the envisaged amendments take effect. If the client/partner objects to any of the envisaged amendments, the client/partner may choose to terminate its relationship with E-BIOM, without E-BIOM being able to claim any compensation whatsoever.
Should any provision of these General Terms and Conditions be held void under a present or future legal or regulatory provision, or under a court decision having the force of res judicata and issued by a competent court or body, only the provision deemed unwritten loses its effect and all other provisions of these Terms remain binding. The temporary or definitive non-application by E-BIOM of one or more provisions of these General Terms and Conditions shall not constitute a waiver on its part of the other clauses, which continue to have effect.
2. Offer and entry into force of a contract
Any offer submitted to the client or partner is valid for 30 calendar days from the date of dispatch and is subject to these General Terms and Conditions, unless expressly stipulated otherwise. The contract enters into force on the date E-BIOM receives the client’s written acceptance of the offer. Acceptance of an offer constitutes confirmation of the order and creates a payment obligation on the part of the client/partner. Such acceptance may be explicit or may be implied from communications with the client/partner.
No amendment may be made to an order once it has been accepted by the client/partner, except by mutual agreement between the parties. In the event of total or partial cancellation of the order, the client/partner remains bound by a payment obligation, on the following terms: compensation equal to the deposit if performance of the assignment has not yet begun at the time of cancellation; 50% of the price if less than half of the assignment has been carried out; 100% of the price if more than half of the assignment has been carried out at the time of cancellation.
3. Provision of the information required to carry out the assignment
Before performance of an assignment entrusted to E-BIOM begins, the client/partner shall provide E-BIOM with all information necessary for the proper performance of its assignment and/or likely to facilitate it. The client/partner is responsible for the accuracy, completeness and reliability of the information it provides. Any delay or failure in providing this information may result in a postponement of the start of the assignment and, subject to prior notice, in the invoicing of the additional services arising from that delay; these consequences may under no circumstances be attributed to E-BIOM.
Where the client/partner provides E-BIOM with materials, whether graphic or otherwise, for inclusion in the report or other deliverable to be supplied by E-BIOM, the client/partner assumes sole responsibility for the use of those materials. The client/partner therefore indemnifies E-BIOM against any claim by a third party who considers itself injured. In particular, the client/partner shall bear all damages owed to the claiming third party, all costs relating to the defence of E-BIOM’s interests, and all costs relating to the immediate replacement of E-BIOM’s equipment that has been subject to a seizure (or equivalent measure).
4. Performance of the assignment and acceptance of the services
4.1. Performance of the assignment
Within a maximum of 30 days following the entry into force of a contract, E-BIOM shall make available to the client/partner one or more consultants responsible for carrying out the assignment concerned. The time frames for performing the assignment set out in any offer and contract are indicative and are not strict deadlines, unless otherwise agreed in writing by the parties. E-BIOM may be held liable only if the delay is significant and attributable to its gross negligence. Under no circumstances may E-BIOM be held responsible for delays in carrying out the assignment that are attributable to the organisation, unavailability, lack of cooperation or any other failing whatsoever of the client/partner.
4.2. Acceptance of the services and deliverables
Once the services/deliverables have been delivered to the client/partner, the latter has 10 working days to communicate in writing any observation, duly substantiated in relation to the specifications contained in the offer/contract. E-BIOM shall endeavour to remedy the defects within a reasonable time, taking into account the client/partner’s reasonable observations. In the absence of a duly substantiated written observation issued within the aforementioned period, the services/deliverables are deemed accepted by the client/partner. The services/deliverables are in any event deemed accepted upon payment in full of the price set out in the offer/contract.
5. Payment
Upon the entry into force of an offer/contract, and unless stipulated otherwise, E-BIOM shall issue a deposit invoice which shall be paid within the time frames and in accordance with the provisions of the offer/contract. The services will then be invoiced as the assignment progresses, with non-payment of an invoice on its due date entitling E-BIOM to suspend the assignment until payment has been made in full.
No withholding of payment, and no modification, may be made by the client/partner for any reason whatsoever. Any invoice unpaid on its due date shall be increased by late-payment interest at an annual rate of 12%. In addition, any late payment shall automatically and without prior formal notice give rise to the payment of a fixed and irreducible indemnity of 15% of the amount outstanding, with a minimum of 50 euros per invoice.
If, however, the total amount of the loss and costs incurred by E-BIOM as a result of the client/partner’s non-performance of the contract exceeds the fixed indemnity referred to above, E-BIOM may claim full compensation (including the procedural indemnity in accordance with the rules laid down by the Belgian Judicial Code).
In the absence of payment of the amounts due on the agreed due dates, or if the client/partner fails to comply with its obligations under the contract, E-BIOM reserves the right to suspend the assignment until all amounts due have been paid.
6. Liability and nature of the services
The scope of the assignment entrusted to E-BIOM shall be expressly stipulated in each offer/contract. Any request to modify the services provided for, or to extend the assignment entrusted to E-BIOM, must be expressly accepted by E-BIOM and must be the subject of an amendment to the contract concerned, which shall specify any effect on the costs and performance times initially agreed. E-BIOM applies its expertise and skills in order to achieve the best results and to meet the client/partner’s wishes as fully as possible. Carrying out the assignment and bringing it to a successful conclusion nevertheless constitute an obligation of means and not an obligation of result. E-BIOM is not liable for any loss or damage resulting from or in connection with the implementation of the recommendations it is led to formulate in the course of performing its assignment. Likewise, E-BIOM is not liable for any loss or damage caused by an error resulting from incorrect, incomplete or late information communicated by the client/partner. Furthermore, E-BIOM cannot be held liable for delays in carrying out the assignment, or for its non-performance, where these are the consequence of strikes, internal disorganisation of the client/partner, or any other event of force majeure that may arise during the performance of a contract. Without prejudice to the foregoing, E-BIOM’s liability arising from a failure to perform its assignment shall be limited to reimbursement of the direct losses suffered by the client, capped at the amount of the invoices paid (excluding VAT) under the contract concerned during the year preceding the event giving rise to the damage. E-BIOM shall under no circumstances be liable for indirect damages or for any loss of profit on the part of the client/partner. If the client/partner calls E-BIOM’s liability into question for a contractual or non-contractual breach, it shall take all necessary measures to protect E-BIOM from any damage it might suffer on that occasion.
7. Intellectual property
For the purposes of these General Terms and Conditions, Intellectual Property Rights means:
a) any patent, copyright, design right, trade mark right, trade name, trade secret, know-how, sui generis database right, computer scripts, laboratory protocols and confidential information (whether registered or not);
b) any application for registration and any right to apply for registration of any of these rights; and
c) all other intellectual rights and any other protection of a similar or equivalent nature existing anywhere in the world.
All Intellectual Property Rights in the reports, protocols or any other creation of an intellectual nature communicated or transmitted to the client/partner by E-BIOM in the course of the assignment, and which may serve for the proper implementation of the recommendations/advice given in the course of that same assignment (hereinafter the “Works”), remain the exclusive property of E-BIOM.
Unless expressly agreed otherwise, E-BIOM is therefore free to reuse any element of the Works in the context of similar services provided to third parties.
Upon payment in full of the price agreed in the offer/contract, E-BIOM grants the client/partner a personal, non-exclusive and non-transferable licence to use the intellectual property rights relating to the Works. Unless stipulated otherwise in the offer/contract, this licence is granted within the limits of what is necessary for the client/partner’s internal needs, to the exclusion of any use for the benefit of third parties. Should a third party claim any right (in particular an intellectual property right) over all or part of the Works, E-BIOM undertakes to modify the work in order to replace any disputed element with a royalty-free element, or to negotiate with the third party the right for the client/partner to continue exploiting that Work. No other form of compensation shall be owed to the client/partner by E-BIOM.
8. Confidentiality
The parties acknowledge that all information received, communicated and exchanged in the context of the negotiation or performance of the offer/contract shall be considered confidential and may not therefore be communicated to a third party or disclosed publicly. In addition, the parties shall take all necessary measures to prevent even accidental disclosure of confidential information and, to that end, shall communicate such information only to those persons who, in the context of the contract concerned, need to know it. The client/partner warrants that its employees and/or collaborators to whom the confidential information is communicated will be bound by the same confidentiality obligations as the client/partner. The client/partner shall cease all use of and return all confidential information as soon as the contract has ended. This clause applies for as long as a party holds confidential information of the other party in its possession.
Without prejudice to the two preceding paragraphs, E-BIOM may mention the identity of the client/partner, together with a general description of the assignment carried out on its behalf, and use its commercial signs, such as its name and logo, both in its presentation brochures and on any other marketing material or in offers for other projects.
9. Non-solicitation clause
Both during performance of the assignment and for one year after the end of the contract, the client/partner undertakes not to conclude, directly or indirectly, a collaboration contract or a consultancy agreement with a former or current employee, associate or collaborator of E-BIOM.
10. Replacement of the consultant during the assignment
If the consultant responsible for the assignment were, for any reason whatsoever, unable to continue with it personally, E-BIOM would be entitled to appoint another consultant.
11. Protection of personal data
In performing the offer/contract, E-BIOM will not process personal data held by the client/partner. If and to the extent that personal data held by the client/partner should nevertheless be processed during performance of the contract, the parties shall comply with the obligations of the GDPR and all other applicable data protection laws and regulations.
The personal contact data (surname, first name, postal address, email address, telephone number and billing details) of the client/partner (or of its employees) are processed by E-BIOM for the purposes of performing the offer/contract and, where applicable, on the basis of its legitimate interest. The data will be processed in accordance with the GDPR. In so far as this is strictly necessary for performance of the offer/contract or of its accounting, social security and tax obligations, E-BIOM may disclose the data to its partners and subcontractors, as well as to the tax and social security authorities, to the payroll agency, and to the persons responsible for E-BIOM’s accounts. This data is retained for the entire duration of the contract and for 5 years after its completion. Where applicable, the data is retained beyond that period for as long as is necessary to fulfil E-BIOM’s legal obligations (in particular in tax and accounting matters). The data may be transferred outside the European Union only to countries which the European Commission considers able to guarantee an adequate level of protection of personal data. Failing that, E-BIOM will take the appropriate protective measures by means of standard contractual clauses on data protection adopted by the Commission. These may be consulted at the registered office of the data controller. The client/partner (or one of its employees) may (by dated and signed written request) exercise its right of access, rectification, objection, restriction, erasure or data portability, as applicable. In the event of a question or a complaint, he or she may also contact the Data Protection Authority to exercise these rights (Rue de la Presse 35, 1000 Brussels, tel. +32 2 274 48 00, fax +32 2 274 48 35, contact@apd-gba.be).
12. Termination for breach
In the event of serious non-performance by the client/partner of one of its contractual obligations, in particular if it is more than 30 calendar days late in paying an invoice, or if it appears that it will not perform or seriously risks not performing one of its main obligations, even before that obligation falls due, E-BIOM shall be entitled to terminate the contract concerned automatically and to bring its assignment to an immediate end, by notifying the client/partner of its decision by registered letter. In the event of termination, the client/partner owes 25% of the total amount set out in the offer it accepted.
A breach of the confidentiality or non-solicitation obligations, or of the intellectual property clause, shall in particular be regarded as a serious non-performance within the meaning of this provision.
Clauses which by their nature are intended to survive the end of the contract (in particular the clauses concerning confidential information, personal data, intellectual property, non-solicitation, liability, and so on) shall not be affected by the end of that contract, whether early or not and for whatever reason.
13. Early termination of the assignment by the client/partner
In the event of early and unjustified termination of a contract by the client/partner, the latter shall owe E-BIOM 25% of the total amount set out in the offer it accepted.
14. Force majeure
Neither party may be considered to be in default of its obligations if performance of those obligations is prevented or delayed by an event of force majeure. Force majeure means: any delay, failure to perform, damage, loss or destruction, or any consequence resulting therefrom, caused or occasioned by, or due to, an event of force majeure, such as in particular fire, earthquake, power failures, explosions, civil unrest, pandemics, governmental or regulatory measures, lack of equipment or materials, unavailability of means of transport, acts or omissions of third parties (except subcontractors), or any other cause, event or circumstance beyond the reasonable control of the parties and which cannot be overcome by the adoption of reasonable measures.
The party invoking the event of force majeure shall immediately inform the other party in writing. Each party shall take all reasonable measures to limit the damage resulting from such an event of force majeure and to reduce the delay it causes. The party invoking the event of force majeure is released from performance of those of its obligations which are prevented, limited or compromised by reason of that event of force majeure. If the force majeure continues beyond ten days, or if the party invoking the event of force majeure informs the other party that it may reasonably consider itself no longer able to perform its obligations under these terms, the parties undertake to negotiate in good faith in order to find a reasonable solution.
15. Governing law and jurisdiction
These general terms and conditions and any contract shall be governed by Belgian law. In the event of a dispute, the parties are expected to make every effort to find an amicable solution. Failing an amicable solution, the Courts of the judicial district of Namur shall have sole jurisdiction.
