Terms & Conditions

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1. GENERAL PROVISIONS – SCOPE

a) These General Terms of Service (the “General Terms”) apply to all orders for services between Trianon Scientific Communication (“TRIANON”) and its clients (the “Client(s)”), including without limitation any consulting, writing, translation, training, public speaking, and other services, hereinafter referred to as the “Service(s).” These General Terms set forth the mutual rights and duties of TRIANON and of its Clients.

b) These General Terms also apply more generally to all business relations between TRIANON and its Clients, despite any clause to the contrary in any existing general terms of purchase of the Client. The signing of the offer by the Client implies its full acceptance of these General Terms, without reserve. These General Terms shall therefore automatically prevail on any general terms of the Client unless otherwise specified in writing by TRIANON.

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2. QUOTATIONS – ORDERS

a) The Client shall provide TRIANON sufficiently in advance with the specific definition of its needs and any useful or necessary information for the adequate preparation by TRIANON of its quotation and for the definition of the scope of Services.

b) The prices offered by TRIANON upon the establishment of its quotations are based on the specifications, information, and data provided by the Client. Such prices and the performance terms may be revised by TRIANON in the event such specifications, information, or data of the Client are inaccurate or incomplete. The price might include a success fee to be agreed on a case-by-case basis.

c) The purchase order of the Client shall become effective only when confirmed by TRIANON in writing, or as soon as TRIANON has started to perform the Services.

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3. SERVICE PERFORMANCE TIME

a) The Services performance time starts on the day of receipt of the accepted offer and of TRIANON’s acceptance of the Client’s purchase order (or signed offer), or as soon as TRIANON has started to perform the Services. Unless otherwise specified in the applicable order or specific agreement, each Service ends with the provision to the Client of the final Service report prepared by TRIANON.

b) The final time schedule of the Services will be set by common agreement between the Parties. It may be subject to adaptation in the event of a request for a change in the scope of Services by the Client.

c) TRIANON shall make commercially reasonable efforts to meet the Services schedule defined by common agreement with the Client. TRIANON’s liability shall not be incurred other than in the event of significant delays in relation to the contractual schedule chargeable to TRIANON, it being understood that TRIANON’s liability cannot be incurred in the event of any late delivery of the Service due to the Client itself (for instance, delay in sending the necessary information or documents for the Service, or unavailability of the Client’s contact persons). Further, the liability of TRIANON shall not be incurred in the event of any delay due to a force majeure event, or more generally in case of external circumstances preventing, reducing, or delaying the performance of the work of TRIANON, or causing an excessive increase in its commitments. In those events, TRIANON’s delivery times shall be extended by a period corresponding to the duration of those circumstances, without damage payments.

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4. CHANGE IN THE SERVICES

The scope of the Services, the specifications, or the purchase order may be changed throughout the course of the Services at the Client’s request. To become effective, such changes shall be subject to mutual agreement of both Parties, formalized in writing. Such amendment shall determine the outlines and scope of the new Services, the new applicable time schedule, and any resulting price change.

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5. QUOTATION VALIDITY PERIOD

Unless otherwise specified, each quotation, commercial proposal, or estimate issued by TRIANON shall remain valid for a period of one (1) month from its issuing date. After that time, TRIANON reserves the right to change the price, the time schedule, and/or other Services performance terms.

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6. MUTUAL UNDERTAKINGS

a) TRIANON agrees to efficiently use all its experience and know-how to successfully complete, in the best possible conditions, all Services entrusted to it.

b) TRIANON may subcontract all or part of the Services. TRIANON shall remain in any case responsible for its subcontractors.

c) The Client shall provide TRIANON with any information, report, or document regarding the Client’s activities or projects that could be useful or necessary to TRIANON, or that TRIANON should be aware of, for the successful performance and completion of the Services. TRIANON may ask the Client for any necessary information and agrees to inform the Client regularly of the progress and any difficulties encountered.

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7. CONFIDENTIALITY

a) Any information provided by one Party to the other, verbally or in writing, regarding its concepts, ideas, strategies, procedures, processes, specifications, documents, drawings, calculations, plans, and any item, sample, or specimen, including its know-how, its intellectual property, and any elements of information, documents, or legal, technical, or business data (the “Information”), shall be treated as strictly confidential by the receiving Party and shall not be provided to any third party without the disclosing Party’s prior written consent. The Information shall be used exclusively for the performance of the respective Services.

b) This mutual confidentiality undertaking remains effective throughout the term of the respective order and for three (3) years following the end date of each Service.

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8. INTELLECTUAL PROPERTY

a) Each Party agrees to comply with the Information and all intellectual property rights of the other Party.

b) The Client warrants and represents to TRIANON that all Client Information and data provided or communicated to TRIANON by the Client, or on behalf of the Client, is the lawful property of the Client, or is validly and lawfully licensed to the Client, and that TRIANON’s access to, use, or handling of such information and data in the performance of the Services is lawful and does not breach or infringe any right of a third party. The Client shall indemnify and hold TRIANON harmless from and against any dispute, claim, litigation, damages, losses, or actions from third parties alleging infringement or potential infringement by TRIANON and/or the Client.

c) Unless otherwise specified in the applicable specific agreement, TRIANON agrees, after full payment of the price of the order by the Client, to formally transfer to the Client, according to the terms of the order, the results of the Service. The Client shall then be responsible for taking all necessary measures for the operation of those transferred results.

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9. PRICE – PAYMENT TERMS

a) Unless otherwise agreed by TRIANON, TRIANON’s invoices shall be paid within ten (10) days from the invoice date, or by the date indicated on the invoice. The Client shall additionally bear VAT and all taxes, customs duties, and similar costs where applicable.

b) Each Service shall be subject to one or more invoices stating the estimated number, the charged price detail, any discounts, and related costs. A success fee for TRIANON may be agreed between the Parties.

c) Unless otherwise specified, invoices shall be paid by wire transfer.

d) In the event of late payment or failure to pay by the Client, the amounts due shall bear interest automatically as from the day following the term date, until the date all amounts owed are paid, with no injunction or further formality required. The Client shall also automatically bear, with no prior injunction, a late payment penalty equal to the legal late payment interest rate plus 10%, without prejudice to any other right of TRIANON.

e) The Client shall not delay any payment owed, nor carry out any set-off, even in the event of a dispute with TRIANON, whatever the reason for such dispute.

f) Cancellation Policy. This clause applies to keynote presentations, training sessions, including multi-day training, and one-shot consulting engagements, such as short-form advisory sessions. It does not apply to long-term, multi-phase consulting engagements delivered in successive phases over an extended period; for those engagements, cancellation terms are set out in the applicable specific agreement. Where this clause applies and the Client cancels a confirmed Service, the following charges apply, calculated on the total price and based on the number of calendar days between the cancellation notice and the scheduled start date: 31 days or more, no charge; 30 to 21 days, 25%; 20 to 11 days, 50%; 10 to 2 days, 70%; the day before or the day itself, 100%.

g) Payment Schedule. Unless otherwise agreed in writing, Services falling outside the scope of clause 9(f) are invoiced as follows: 60% one month before the scheduled start date; 20% at the third month of performance; 20% at the sixth month of performance, upon delivery of the corresponding milestone. Should the Services continue beyond the sixth month, TRIANON shall invoice monthly, due before the 5th day of each following month.

h) Payment Deadline. Invoices are payable by the deadline stated on the invoice, to the account indicated on that invoice. A first reminder is sent by email one day after that deadline.

i) Consequence of Non-Payment Before the Scheduled Start Date. Should payment not be received before the scheduled start date of the Services, TRIANON is not obliged to provide the Services, without prejudice to the cancellation charges under clause 9(f) becoming due.

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10. WARRANTIES – LIABILITY LIMITATIONS

a) TRIANON warrants the professional performance of the Services and commits to reasonable efforts to meet the agreed contractual terms. TRIANON’s role is advisory: as consultant, translator, or trainer, TRIANON designs and delivers the Service, while the Client remains responsible for any decision made on the basis of that Service and for the outcome of implementing it. Given this division of roles, TRIANON does not warrant that the Client’s own objectives will be achieved through its use of the Service, despite TRIANON’s professional effort.

b) Any recommendation, translation, or technical or scientific advice or guideline given by TRIANON within the framework of, or upon completion of, the Services, whether given verbally or in writing, reflects TRIANON’s own experience. Such advice is given in good faith, for professional purposes, but without warranty or guarantee by TRIANON.

c) The use and/or implementation of the deliverables, advice, guidelines, or recommendations of TRIANON by the Client is undertaken at the Client’s exclusive risk. TRIANON’s responsibility shall not be incurred as a result of decisions or orientations made by the Client based on the Services performed, or on the deliverables provided, by TRIANON.

d) TRIANON shall incur no responsibility or liability for punitive damage, or for indirect or non-consequential losses or damages of the Client, including but not limited to production, operational, profit, or productivity losses, or financial or business losses, arising directly or indirectly from the Services and/or their consequences. Notwithstanding any other term or provision of these General Terms or any other contractual agreement, TRIANON’s liability for each Service shall in any case be limited to the total amount paid for that Service by the Client. The Client waives any other claim against TRIANON beyond that amount and agrees to secure an equivalent waiver from its own insurers.

e) In any case, in the event of any loss sustained by the Client, the Client shall mitigate its potential or existing damages as much as possible.

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11. DISPUTES – SETTLEMENT

a) Should a dispute arise between TRIANON and the Client in connection with a Service, an order, a contract, or these General Terms, the Parties shall try to find, promptly and in good faith, an amicable solution, and shall try to reconcile before any legal action. To that effect, the claiming Party shall state its claims by registered mail with confirmation of receipt to the other Party and propose a meeting. Failing to reach an amicable solution within one month of receipt of the letter containing the claims, and provided at least one conciliation meeting has taken place between the Parties, the Parties shall recover their freedom of action.

b) These General Terms are exclusively governed by the laws of Belgium, excluding any other law. Any dispute relating to the interpretation and performance of these General Terms shall be brought exclusively before the French speaking Business Court of Brussels, Belgium.

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12. TERMINATION

a) In the event of any breach of contract by the Client, or any failure by the Client to comply with its duties resulting from a purchase order or a contract, TRIANON shall be allowed, through written notification sent to the Client, and without prejudice to any other claim of TRIANON, to terminate all or part of the respective contract or purchase order, without any responsibility or liability whatsoever. TRIANON shall in addition be entitled to reimbursement by the Client of all costs and expenses incurred by TRIANON as a result, and to seek compensation for any loss or damage sustained in connection with the Client’s late performance or failure to perform, and shall be released from any further undertaking to the Client.

b) In the event of any material breach of contract by TRIANON that remains unremedied thirty (30) days after written notice from the Client describing the breach, the Client may terminate the respective contract or purchase order by written notice, without prejudice to any other right of the Client.

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13. FORCE MAJEURE

a) The Party affected by a force majeure event shall immediately inform the other Party in writing of the event, providing any useful information and supporting documentation, including its expected duration. A force majeure event is any circumstance beyond a Party’s reasonable control that was not reasonably foreseeable when the order was accepted and that prevents performance of these General Terms, including without limitation war, civil unrest, fire, flood, government orders, and disruptions to transport or supplies.

b) If a force majeure event affects a Party, that Party shall not be held responsible for any failure to perform its contractual duties. In addition, the affected Party shall have reasonable additional time to perform its duties.

c) No force majeure event preventing the use of the results of the Services, or reducing the Client’s needs, shall allow the Client to suspend or delay payments owed, or to terminate any part of the respective order.

d) Should a force majeure event make it impossible to perform an order for a term of over ninety (90) days, the order may be automatically terminated without further formality by either Party.

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14. FINAL PROVISIONS

a) Unless otherwise agreed in writing by TRIANON, no change made by the Client to these General Terms may bind TRIANON, whether indicated in the Client’s order form or in any other document. Any contractual change made at the Client’s request and accepted by TRIANON may result in a change in price and delivery of the Service.

b) No failure to exercise any part of its rights by a Party shall constitute a waiver or cancellation of that right.

c) Should any provision of these General Terms be found invalid, unenforceable, or illegal, in full or in part, or unable to be applied for any reason, the remaining provisions shall remain unchanged and continue to apply to the Parties.

d) The specific provisions of a contract, of a purchase order accepted by TRIANON, or of an agreement signed by the Client and TRIANON, including specific clauses that may conflict with these General Terms, shall prevail over the corresponding provisions of these General Terms.

e) The Client shall not transfer any contract, purchase order, or right arising from these terms, nor any claim owed by TRIANON, to any third party, without TRIANON’s prior written consent.

f) TRIANON’s contact details: Trianon Scientific Communication, 240 Avenue de Broqueville, 1200 Woluwe-Saint-Lambert, Belgium. Tel: +32 487 07 81 80. Email: customer_relationship@science-by-trianon.com.