1. General Provisions – Scope
a) These General Terms of Services (the “General Terms" ) apply to all orders for services between Trianon Scientific Communication (« TRIANON ») and its clients (the « Client(s) »), including without limitation to 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.
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 started to perform the Services.
3. Service Performance Time
a) The Services performance time starts on the day of the receipt of the accepted offer and of TRIANON’s acceptance of the Client’s purchase order (or signed offer), or as soon as TRIANON started to perform the Services. Unless otherwise provided, 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 a common agreement between the Parties. It may be subject to adaptations 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, unavailability of the contact persons at the Client’s …). Further, the liability of TRIANON shall not be incurred in the event of any delay due to a force majeure event and 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, the delivery times of TRIANON shall be extended by a period corresponding to the duration of those circumstances, without damage payments.
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 on the Client’s request. To become effective, such changes shall be subject to a mutual agreement of both parties, formalized in writing. Such amendment shall determine the outlines and scope of the new Services, as well as the new applicable time schedule allotted and the price change, if any.
5. Quotation Validity Period
Unless otherwise provided 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.
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 that it is entrusted with.
b) TRIANON may sub-contract all or part of the Services. TRIANON shall remain in any case responsible for its possible sub-contractors.
c) The Client shall provide to TRIANON any information, any report, or any document regarding the Client’s activities or projects that could be useful or necessary to TRIANON, or that TRIANON should be aware of, for TRIANON’s successful performance and completion of the Services. TRIANON may ask the Client as needed for any necessary information and agrees to inform it regularly of the progress and possible difficulties in its Service.
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, specimens, including its know-how, its intellectual property and any elements of information, documents and legal, technical or business database (the « Information ») shall be treated as strictly confidential information by that other party and shall not be provided to any third party without the disclosing party’s prior and written consent. The said Information shall be exclusively used by the parties for the purpose of the performance of the respective Services.
b) This mutual confidentiality clause shall remain effective throughout the whole term of the performance of the respective order and for 3 years following the end date of each Service.
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’s 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 the access to, use or change of such information and data of the Client by TRIANON in the framework of TRIANON’s performance of the Services is lawful and does not breach or infringe any right of third parties. Therefore the Client shall indemnify and hold TRIANON harmless from and against any dispute, claim, litigation, damages, losses, or actions from third parties alleging that their rights could be the subject of any infringement or potential infringement by TRIANON and/or the Client.
c) Unless otherwise provided, TRIANON agrees, after the 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.
9. Price – Payment terms
a) Unless otherwise agreed to by TRIANON, TRIANON’s invoices shall be paid within ten (10) days from the invoice date. The Client shall pay additionally the VAT and all taxes and customs duties and other similar costs possibly applicable.
b) Any Service shall be subject to one or more invoices stating the estimated number, the charged price detail, possible discounts, and related costs. Success fees for TRIANON might be agreed upon between the parties.
c) Unless otherwise specified the invoices shall be paid by wire transfer.
d) In the event of any late payment invoices or failure to pay by the Client, the amounts due shall become immediately effective as from the day following the term date, until the date of the payment of all amounts owed, with no injunction nor further formality. The Client shall also automatically bear with no prior injunction, a late payment penalty equal to the legal late payment interest rate + 10%, without prejudice to any other right of TRIANON.
e) The Client shall not delay any of the payments owed nor carry out any compensation, even in the event of a dispute with TRIANON, whatever the reason for such dispute.
10. Warranties – Liability Limitations
a) TRIANON warrants the professional performance of the Services and agrees to make commercial reasonable efforts to perform such Services in compliance with the contractual terms, including delivery times. TRIANON shall act as simple translator, advisor and / or consultant to the Client; it is therefore agreed that due to the uncertainty related to the very nature of the Services (consulting services, scientific advices, translation, …), TRIANON does not warrant that the objectives or deliverables expected by the Client will necessarily be successfully completed or completed within the contractual time-schedule, despite TRIANON’s efforts to do so.
b) Any recommendation, any translation, any technical or scientific advice or guidelines given by TRIANON within the framework or upon the completion of the Services, whether given verbally or in writing, shall only reflect the own experience of TRIANON. Such advice is given in good faith, for purely professional purposes but with no warrantees or guarantees by TRIANON.
b) The use and/or implementation of the deliverables, advice, guidelines, or recommendations of TRIANON by the Client are undertaken at the exclusive risks of the Client. The responsibility of TRIANON shall not be incurred as a result of the decisions or orientations made by the Client based on the Services performed by TRIANON or based on the deliverables provided by TRIANON.
c) TRIANON shall incur no responsibility nor any liability for any punitive damage or indirect or non-consequential losses or damages of the Client including but not limited to production or operational losses, profit losses, productivity losses, financial or business losses, arising – directly or indirectly – from the Services and/or their consequences. Notwithstanding any other term or applicable provision of these General Terms or any other contractual agreement, the liability of TRIANON for each Service shall also be in any case limited to the total amount of each Service performed for the Client. The Client waives any other claim against TRIANON beyond that amount and agrees to secure such a waiver from its own insurers.
d) In any case, in the event of any loss sustained by the Client, the latter shall mitigate its potential or existing damages as much as possible.
11. Disputes – Settlement
a) It is agreed by TRIANON and the Client that should a dispute arise between them in connection with a Service, an order, a contract or these General Terms, the Parties shall try to promptly find, in good faith, an amicable solution and try to reconcile before any legal action. To that effect, the claiming party shall state its claims by registered mail with receipt confirmation to the other party and suggest holding a meeting. Failing to reach an amicable solution within one month following the receipt of the letter containing the claims, and provided at least one conciliation meeting took 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 to the Business Court of Brussels, Belgium.
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 a 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. In addition, TRIANON shall be allowed to be reimbursed by the Client for all costs and expenses incurred by TRIANON as a result thereof and to seek compensation for any loss or damage it sustains in connection with the Client’s late performance or failure to perform the respective contract or purchase order. In addition, TRIANON shall be exempted from any undertaking to the Client.
13. Force Majeure
a) The party victim of a force majeure event shall immediately inform the other party in writing of the said event and provide any useful information and supporting document in relation to that force majeure event and its possible expected duration. Force majeure events shall be those specified by the French Civil Code and related case law.
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, TRIANON 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 needs of the Client shall allow it to suspend or delay the payments owed nor to terminate any part of the respective orders.
d) Should a force majeure event make it impossible to perform an order for a term of over two months, the order may be automatically terminated without any formality by one of the parties.
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 order form of the Client or in any other document. Any contractual change made on the Client’s request and accepted by TRIANON may result in a change in the prices 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 it appear that some of the provisions of these General Terms are invalid, unenforceable, or illegal in full or in part, or cannot be applied for any reason, the other provisions of these General Terms shall remain unchanged and shall continue to apply to the parties.
d) The specific provisions of a contract, of a purchase order accepted by TRIANON, of an agreement signed by the Client and TRIANON, and including specific clauses that may conflict with these General Terms shall prevail on the respective provisions of the General Terms.
e) The Client shall not transfer any contract, any purchase order, or rights 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 : firstname.lastname@example.org