General Terms & Conditions.

General Provisions

• These General Terms and Conditions constitute an integral part of each service agreement entered into between the Client and Lorentis BV, with its registered office at Koning Leopoldstraat 18, 2610 Wilrijk, Belgium, registered with the Crossroads Bank for Enterprises under number BE1011.803.040, represented by FICC BV, permanently represented by Mr. Christof Debèfve (“Lorentis”).
  
  
• The Client’s acceptance of an order for execution shall be understood as entering into a contract and acceptance of the terms set forth below. Exclusion, extension, and any changes to the following terms shall require individual contractual provisions made in writing by the Parties.
  
  
• In the event that any provision or part of any provision of the Agreement would be found invalid, illegal or unenforceable, in whole or in part, this shall not affect the remaining parts of provisions of the Agreement which shall continue in full force and effect, as if the invalid, illegal or unenforceable provision had never been contained herein. In such event, Parties will undertake to agree a new or amended provision that embodies as closely as possible the purpose of the invalid, illegal or unenforceable provision(s).

Definitions

• Client. Natural or legal person, or de facto association that purchases the Services.
  
  
• Services. All agreed assignments that are contained in the quotation(s) and/or the agreement(s) between the Client and Lorentis.
  
  
• Agreement. A legally binding contract between Client and Lorentis outlining the terms and conditions of their relationship or transaction.
  
  
• Effective Date. The date on which the Agreement becomes binding and enforceable, i.e. the date of the Client’s signature.

Agreement

• An Agreement between the Client and Lorentis shall be entered into when the Client accepts a quotation by signing it, which may or may not be digital, through any other confirmation by the Client or after the Client has requested that the activities be started.
  
  
• Quotations are valid for 30 days.
  
  
• The Agreement defines the scope of work to be performed, the input requirements to be delivered by the Client, the deliverables resulting from the Services performed, and the contacts involved for both parties. Adjustments to the scope of work during the execution of the Services, can described in a contract amendment or by a written notice of the Client.

Execution of Services

• Lorentis will be free to determine all matters of detail as to the manner in which the Services are performed. Lorentis shall execute the Agreement in accordance with its terms and in good faith. Lorentis warrants that the Services will be provided with professional care and skill, in a good and workmanlike manner, consistent with industry standards applicable to Lorentis and using sufficient and duly qualified and experienced staff.
  
  
• The Client shall provide, in a timely manner, all information, documentation, assistance and support reasonably necessary or useful for Lorentis to properly and timely perform the Services.. If Lorentis has not been provided in due time with the data or documents necessary to the execution of the agreement, Lorentis shall have the right to reschedule or suspend the execution of the Agreement and/or to charge the client for the additional costs resulting from the delay at the generally accepted rates.
  
  
• Lorentis shall not be liable for damage resulting from incorrect and/or incomplete data provided by the Client. Any rework, if applicable, due to incorrect and/or incomplete data provided by the Client, will be subject to additional charges.
  
  
• Lorentis expects the Clients to examine the deliverables resulting from the Services performed. Provided the Client does not make an objection to the work in writing to Lorentis within 30 days after delivery, the results are deemed accepted.
  
  
• If parties have agreed that the agreement will be executed in stages, Lorentis may suspend the execution of following stage until the client has approved in writing the results of the stage prior to it.
  
  
• Lorentis shall be free to involve third parties in the performance of the Services, provided that Lorentis shall have a confidentiality agreement in place with such third party similar to the confidentiality obligations applicable to Lorentis. If requested by the Client, Lorentis shall identify these third parties, specifying their role in performing the Services.
  
  
• Lorentis shall use best efforts to:
  
  • Provide services to the Client as described in detail in the Agreement;
  • Keep the Client informed of the progress of the services;
  • Provide the Client with such reports as are expressly agreed upon or appropriate to the nature of the services to be performed hereunder;
  • Keep reviewable records of work as agreed with the Client.
    
    
• Lorentis will have no obligation to perform services that are not expressly identified in the quotation(s).

Duration and Termination

• The Agreement shall enter into force on the Effective Date and (subject to the provisions for termination set out below) shall remain in force until the end date of the Service.
  
  
• The Agreement shall terminate upon the first to occur of any of the following events:
  
  • At the end date of the service;
  • Immediately if it would be physically or legally impossible for Lorentis to continue to perform the services under the Agreement by reason of any fact or circumstance whatsoever beyond its reasonable control;
  • Immediately if Client or Lorentis failed or refused to perform their contractual obligations resulting from the Agreement, and failed to mitigate such breach within 14 days after notice from the other party.
  • Upon thirty (30) days prior written notice thereof to the other Party;
    
    
• If the Agreement is terminated pursuant to the above Clause 5.2, the Client shall pay all unpaid Services which Lorentis performed prior to the date of such termination and for any reasonable, non-cancelable costs incurred by Lorentis pursuant to the Agreement. In that respect will Lorentis immediately upon termination invoice the mentioned Services and Costs.

Fees and Payments

• The Client agrees to pay Lorentis, in accordance with the payment terms set forth below, the fees described in the quotation(s) for the Services provided by Lorentis (the “Fees”).
• Fees and expenses are exclusive of VAT and will be invoiced by Lorentis to the Client at the applicable time. Invoices are payable within 14 days of invoice date and payments shall be made to the bank account of Lorentis:
  
  • Account Holder Lorentis BV
  • IBAN BE76 6451 0982 9495
  • SWIFT/BIC JVBABE22
  • VAT BE1011.803.040
    
    
• the Client will reimburse Lorentis for all pass-through costs such as travel and mileage, transport, business meals and accommodation expenses, telephone and mobile communication costs, courier, photocopies and any other charges reasonably incurred by Lorentis in performing the Services (the “Costs”), upon the submission of proper and adequate evidencing documents for the expenses in question.
• To be valid, objections to an invoice should be made by registered letter, addressed to the registered office of Lorentis, within 30 days of the invoice date. Absence of objections within this period is considered unreserved acceptance of the conformity of the Services and thus rendering them payable by the Client. Objections received after this period of 30 days will not be accepted.
  
  
• All Fees are subject to the indexation of 4% that will be applied as from January of each calendar year.
  
  
• The Client shall bear all transfer fees incurred when paying Lorentis’ Fees and/or Costs from a country outside Lorentis’ country of residence.
  
  
• All taxable amounts paid to Lorentis in the context of the Agreement shall be in gross amounts, without deduction or withholding tax, and Lorentis shall be solely responsible for registering with the VAT authorities and paying all taxes and social security contributions required under Belgian law.

Confidentiality

• Parties agree that the content of the Agreement is confidential and will not be disclosed to third Parties, unless such disclosure is required by any applicable law or is demanded by a governmental authority or in connection with any administrative or judicial proceeding.
  
  
• Each Party will use their best efforts to safeguard the Confidential Information of the other Party. For the purpose of this article Confidential Information shall mean (i) any information which is either marked as confidential or (ii) is identified as such at the time of disclosure, information which by its nature is clearly confidential (including but not limited to any trade secrets, business ideas or customer list), and (iii) any information regarding the Services, acquired by one Party from the other Party, its clients or developed by Lorentis under the Agreement. Confidential Information shall not include information which is or becomes publicly available, unless as a result of breach of the Agreement.
  
  
• Parties agree to keep in confidence and not publish (whether in writing or through an oral presentation) or disclose to persons outside the Parties any Confidential Information concerning the other Party.
  
  
• Parties shall ensure that all of their staff and employees (if any) are bound by the same obligations as are incumbent on them under the Agreement.

Liability

• Lorentis will not be liable for any damages caused to the Client, unless such damages are the consequence of gross negligence, fraud or willful misconduct by Lorentis.
  
  
• The Parties hereby exclude the application of Article 6.3 §2 of the (new) Belgian Civil Code. Consequently, the Parties shall never hold auxiliary persons in the broadest sense (such as but not limited to employees, directors or any other appointee) liable for any legal acts or de facto actions performed in execution of this Agreement, and the Parties waive, to the extent necessary, any legal claim in this respect. In any event, the Parties shall mutually indemnify each other against any claim or claim brought by any auxiliary person on behalf of the other Party or its auxiliary persons.
  Parties thus accept that contractual damage can never be a legal basis for a claim based on extra-contractual liability. The parties mutually accept that, in any event, the auxiliary persons of the co-contractor may invoke the same defences as provided by this contract.
  
  
• The total aggregate liability of Lorentis, including that of its employees, agents and sub-contractors, whether in contract, tort (including negligence or breach of statutory duty) misrepresentation or otherwise under or in connection with the Agreement shall not exceed the sum of five thousand (5.000) Euro.

Force Majeure

• Neither Party shall be held liable for failure to perform under the Agreement if such failure is due to fire, flood, strikes, labor disputes or other industrial disturbances, epidemic, pandemic, death, illness or otherwise unavailability of employees, (declared or undeclared) war, embargos, blockades, legal restrictions, riots, insurrections, governmental regulations, non-performance by suppliers or subcontractors, interruption or failure of a utility service, the unavailability of means of transport or to any cause beyond its reasonable control.

Relationship between the Parties

• Parties acknowledge that Lorentis shall be engaged in the capacity of an independent contractor. Neither Party shall commit, nor be authorized to commit or bind the other Party in any manner. None of the provisions of the Agreement can be interpreted as indicating consent by the Parties to form a partnership or joint venture.

Publication Ethics

• Lorentis complies with current good publication practices and publication ethics guidelines to provide transparency about the role of medical writers and prevent ghostwriting. Therefore, the Client is held to properly acknowledge Lorentis and its employees or subcontractors on publications developed as a result of its contractual agreements.

Copyright

• Lorentis respects copyright stipulations. The Client is therefore held to provide Lorentis with copyright information regarding the materials provided to Lorentis, and to request permission from the copyright holder to use or adapt (parts of) copyrighted materials to be included by Lorentis in the commissioned deliverables in case the Client is not the copyright holder.
  
  
• When creating works for hire, Lorentis will transfer the copyright of the resulting work to the Client or to the publisher of the work, as applicable. For all other types of documents or deliverables created by Lorentis, Lorentis will remain the copyright holder.

Intellectual Property

• Lorentis recognizes and respects intellectual property rights and licensing agreements. The use of the Services of Lorentis under these terms and conditions do not result in any transfer of intellectual property between parties.
  
  
• Lorentis therefore retains ownership and intellectual property rights on all tools, software programs, business innovations, methodology, inventions, discoveries, improvements, designs, reports, analyses, drawings, apparatuses, processes, software, firmware or similar or related developments or information, or any improvements, enhancements, or documentation of or to the same that were developed in the course of the Services of Lorentis.

Data Protection

• Compliance: Lorentis agrees to comply with all applicable data protection laws and regulations, including the General Data Protection Regulation (GDPR).
• Personal Data: The only personal data processed by Lorentis will be the contact and contractual details of the Client, necessary for the provision of the services.
• Purpose and Use: Lorentis will use the Client’s personal data solely for the purpose of providing the agreed services and will not share this data with third parties without the Client’s explicit consent, unless required by law.
• Data Security: Lorentis will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, preventing unauthorized access, alteration, disclosure, or destruction of personal data.
• Data Retention: Lorentis will retain personal data only for as long as necessary to fulfill the purposes for which it was collected or as required by applicable laws and regulations.
• Rights of the Data Subject: The Client has the right to access, correct, or request the deletion of their personal data held by Lorentis. Any such requests should be directed to info@lorentis.eu.
• Data Breaches: In the event of a data breach that may pose a risk to the Client’s personal data, Lorentis will notify the Client and the relevant data protection authorities without undue delay, in accordance with GDPR requirements.
• Sub-processors: If Lorentis engages any sub-processors to assist in the provision of services, it will ensure that such sub-processors comply with the same data protection obligations as set out in this agreement.

Governing Law

• Any controversy or claim arising out of or relating to the Agreement which cannot be settled amicably shall be subject to the exclusive jurisdiction of the competent courts of Antwerp, Belgium and substantive Belgian law shall apply.