INNOSENS: Innosens bvba, with registered office at Valkenstraat 14b, 9660 Brakel, registered at the KBO under the number BE0841.692.952 (e-mail: firstname.lastname@example.org; web: www.innosens.be); INNOSENS persons are our partners, directors, employees, agents, including self-employed collaborators and consultants.
1.1 These General Terms and Conditions apply to the delivery of services by INNOSENS. The contractual relationship between the Customer and INNOSENS is governed by these General Terms and Conditions and by the Proposal and/or Agreement between Parties. The Service Agreement can consist only of the Proposal and these General Terms and Conditions.
1.2. If there is any discrepancy or inconsistency between the various terms and conditions applicable, the following order of importance shall prevail: i) Specific and derogating arrangements between parties stipulated in the Agreement; ii) the Proposal; iii) the INNOSENS General Terms and Conditions. Derogations from and supplements to these General Terms and Conditions only apply if these are made in writing.
1.3. The application of any of the Customer’s terms and conditions are expressly excluded.
1.4. If any provision in the General Terms and Conditions is null and void or is annulled, the other provisions of the General Terms and Conditions shall continue to remain in full force. Parties shall deliberate and replace the null and void provision by provision which approximates the object and essence as closely as possible.
2. Services by INNOSENS
2.1 The Proposal and/or Agreement shall set out the Services to be delivered by INNOSENS and associated matters.
2.2 The Services shall be delivered with reasonable skill and care. INNOSENS undertakes to devote her best efforts carrying out the tasks entrusted to her by the Customer and will allocate the necessary time and resources to this. INNOSENS will act with the expertise and diligence of a professional. INNOSENS will comply with the business ethics imposed on companies and in particular on pharmaceutical companies.
2.3 The term for delivering the Services and the timeline communicated or agreed between Parties, is merely indicative and not binding, unless explicitly agreed in writing to the contrary. The Customer acknowledges that after the supply of all the required information and documentation in accordance of article 3.1, a term of 8 weeks is applicable to submission of the dossier with the authorities.
2.4 Parties will work in close cooperation. INNOSENS will report to the Customer on the progress of the Services as well as on the results obtained. INNOSENS can supply written advice, confirm or advice in writing, deliver a final written report or make an oral presentation on completion of the Services. INNOSENS shall not be obliged in any circumstances to update any advice, report or any product of the Services, oral or written, for events occurring after the advice, report or product concerned has been issued in final form
2.5 The Customers accepts the person(s) designated by INNOSENS to perform the Services. The Customer expressly respects the INNOSENS’ complete independence and undertakes not to exercise any authority in any form whatsoever over the INNOSENS persons. Only if necessary for the execution of the Services, the Customer is authorized to give general guidelines to INNOSENS persons for the Services, insofar as they are limited to what has been agreed in the Proposal, including the practical modalities with regard to the obligations concerning well-being at work, however without violation of amide 31 of the Law of 24 July 1987 on temporary labor, hired temporary staff and staff placed at third users’ disposal. The Customer shall by no means demand that the INNOSENS person(s) perform duties that may give third parties the impression that they are authorized to represent the Customer.
3. Information, confidentiality and conflicts
3.1 To enable INNOSENS to perform the Services, the Customer shall supply promptly all information and assistance and all access to documentation required. If the information and source documents required aren’t supplied in due time by the Customer, INNOSENS shall not be liable for a late submission of the dossier with the authorities. INNOSENS may rely on this information supplied, whether orally or in writing. INNOSENS shall not be liable for any loss or damage arising from fraud, misrepresentation, withholding of information relevant to the Services or other default relating to such information.
3.2 Parties ensure that all the information received from the other Party remain strictly confidential and shall refrain from disclosing said data in any manner whatsoever, directly or indirectly, regarding, in particular, but not restricted to, internal corporate documents relating to business secrets, commercial strategies and information, the identity of the customer database of Customers, etc. Data indicated as “confidential” must in any event be regarded as confidential information. The Party receiving confidential data shall only use such data for the purpose for which they were provided.
3.3 The engaged INNOSENS Persons shall not be required to make use of or to disclose any information, which is confidential to another customer.
3.4 INNOSENS Persons may provide services for one or more parties with interests conflicting or competing with the interests of the Customer. INNOSENS shall always try to identify and to avoid a Party or Parties with a conflict of interests specifically in regard of the Services, but can not guarantee. If the Customer knows or becomes aware that the engaged INNOSENS Person(s) is/are advising a Party or Parties with a conflict of interests, the Customer must inform INNOSENS promptly.
4. Remuneration and Payment terms
4.1 All prices are in Euro and exclusive VAT.
4.2 Fee: The price for the Services are drawn up on a time-based pay system (hourly fee), unless Parties expressly agree in writing that one or more Services are executed at a fixed price. Estimates of time and budget are merely indicative and not-binding.
4.3 Project management costs: INNOSENS charges a flat-rate fee of 6% of the total Fee for her project management costs. These include all in-house administrative costs (such as telephone costs, e-mail communications, briefings, collection and distribution of data, administrative support, etc.).
4.4 Additional costs: Additional costs (such as translations costs, administrative costs for artwork, copying and filing the dossier, costs for courier and special shipping services, costs for binding documents, video conference installations, etc.) are mentioned separately and invoiced at cost. If the additional costs exceed a monthly amount of 250 EUR, the additional costs must be submitted to the Customer for prior approval.
4.5 Down payments: After Customer’s signature of this proposal, INNOSENS may demand one or more down payments from the Customer. In the final statement of costs and fees, down payments are deducted from the total amount to be paid.
4.6 Invoices will be submitted on a monthly basis, based on the time spent. The additional costs will be billed monthly together with the invoices. Invoices are payable within 30 days after receipt.
4.7 Changes and Additional work: If, at the Customer’s request, INNOSENS has performed services falling outside the object of the initial Service Agreement, these services shall be paid for by the Customer whenever INNOSENS so requests. To the extent that a fixed price has been agreed for the Services, such fixed price shall apply exclusively to the initial object of the Agreement. Changes and/or additional work shall be charged on a time-based pay system (hourly fee). The Customer accepts that the work for changes or additional work can influence the interim or final (delivery) dates communicated or agreed. Where appropriate, deadlines are extended for the duration that the changes or additional work take or takes.
4.8 For lack of payment by the expiry date, interests at the rate of 12 % per year will be due without prior formal notice being required. In such event, a compensation for damage amounting to 10 % of the outstanding amount will be due as well. INNOSENS reserves the right to terminate or suspend the rendering of Services upon the non-payment.
5. Intellectual property
5.1 All intellectual property rights to the Products developed by INNOSENS and the preparatory material thereof or any other material such as analyses, designs, documentation, reports, price quotations, etc. accrue exclusively to INNOSENS.
5.2 All rights on the results obtained relating to the INNOSENS’s assignment, are transferred to the Customer after payment, without INNOSENS being entitled to any additional payment of compensation other than the remuneration stipulated in article 4.
6.1 The Customer shall not, directly or indirectly, solicit the employment of any of the INNOSENS Persons involved in performing the Services while the Services are being performed and for a period of 6 months following their completion or following termination of the Service Agreement, without prior written consent of INNOSENS.
6.2 In the event of a breach of the non-solicitation provision provided in this article, the Customer shall be held to pay a fixed amount of 25.000,00 EUR, without prejudice to the right to a higher compensation if the actual damage suffered exceeds the aforementioned amount.
7. Liability and Claims
7.1 The contractual or extra-contractual liability of INNOSENS in connection with the Services will, except in case of fraud, always be limited to the amount equal to the estimated maximum budget of the assignment of INNOSENS (as determined in the Proposal), excluding VAT, and anyway be limited to the amount of coverage awarded by the third-party liability insurer of INNOSENS. However, INNOSENS shall never be held liable for indirect damages, such as but not limited to, financial and commercial losses, loss of profits, increase of general costs, interruption of the planning, loss of the expected profit, capital, clients, etc.
7.2 Any claim in respect of loss or damage suffered as a result of, arising from or in connection with the Services delivered, must be made within one year of the date on which the Services giving rise to the claim were performed, or if the damage relates to the Service Agreement but is not related to the delivered Services, within one year after the end of the Service Agreement, if the loss or damage is suffered as a result of, arising from or in connection with our unauthorized disclosure of Confidential Information, within one year of the date on which the unauthorized disclosure took place.
7.3 If the Customer breaches any of his obligations and there is any claim made or threatened against INNOSENS by a third party, the Customer shall compensate and reimburse INNOSENS for and protect INNOSENS against any loss, damage, expense or liability incurred which arises from or is connected with any such breach and any such claim.
8. Force majeure
8.1 Neither of the Parties is obliged to perform its obligation if such Party is prevented from doing so as a result of force majeure, in particular, yet not restricted to: accidents, war, strikes, lock-outs, riots and fire at parties premises, force majeure regarding a supplier of INNOSENS, measures by the authorities, power failure, disruption of the internet and/or telecommunications facilities, general transport problems or unavailability due to illness of one or more engaged persons on the project. This list is non-exhaustive.
8.2 If a situation of force majeure lasts longer than 30 days, each Party will be entitled to terminate the Service Agreement with immediate effect and without incurring any liability towards the other, provided a written termination notice is sent. Services already delivered shall be invoiced proportionately.
9.1 Either Party is entitled to dissolve (“ontbinden/résoudre”) the Service Agreement at the expense of the other Party, without prior court approval, effective immediately, at any time in the event there is a material breach of the Service Agreement. The Customer’s payment obligations as set out in article 4 and the provisions of article 6 must be regarded as essential obligations. The party invoking the breach can give the other party the right to rectify the breach noted within a particular period of time, by means of sending a registered letter providing formal notification of the breach invoked and the deadline by which it must be rectified. In this case termination will intervene without prior court approval, effective immediately, the day after the date on which this period expires without the breach having been rectified. In the event of dissolution of the agreement, the other Party shall be held to pay a fixed compensation equal to INNOSENS’ remuneration for the period remaining, without prejudice to the right to a higher compensation if the actual damage suffered exceeds the aforementioned amount.
9.2 Either Party can terminate the Service Agreement in writing without notice of default and with immediate effect if the other Party is declared bankrupt, is put into liquidation or it is clear that it has become unable to pay. INNOSENS can never be held liable for any return, repayment of any money already received or compensation for damages pursuant to such termination.
9.3 If, as an exception, the Customer brings an early end to the agreement, without INNOSENS being to blame in any way, the Customer shall be held to pay INNOSENS a fixed compensation equal to INNOSENS’ remuneration for the period remaining, payable immediately.
10. Law and competent court
10.1 The parties agree that solely Belgian law applies to these General Terms and Conditions and to every agreement to which these refer and to the assignment in general.
10.2 The courts of Ghent (section of Ghent) will have exclusive jurisdiction for all disputes regarding the interpretation or execution of these General Terms and Conditions or the Service agreement to which these refer.
11. Newsletter & privacy
11.1 Upon signature of this proposal, you consent to receive the Innosens newsletter.
11.2 You have the right to unsubscribe at any time. You do this by clicking on the link ‘unsubscribe from our newsletters’, located in the footer of our newsletter.
11.3 We will never sell, rent or share your personal information with any third parties for marketing purposes without your express permission.