Terms and conditions
1. General
1.1 Unless particular terms are agreed between the Client and ENC, the present TC will apply to all Services provided by ENC to the Client.
1.2 ENC will only be binded to commitment made properly in writing.
1.3 No prior correspondence, addition to, variation or waiver of these condition shall be binding unless agreed in writing by ENC.
1.4 Unless specified otherwise in writing, the Client agrees with ENC TC when signing a Contract with ENC. Likewise, additional orders that ENC receives further to this Contract are subject to the ENC TC.
1.5 In the event that ENC TC are translated in another language than French, then only the French translation shall be deemed authentic.
2. Legal grant of jurisdiction clauses
The present TC are governed, as for their validity, their interpretations, their execution by Belgium law. Any dispute about the validity, fulfilling or interpretation of the present TC will depend on the jurisdiction of the commercial court of Charleroi.
3. Definitions
3.1 Client: means any person, partnership or company whose request for the provision of Services is accepted by ENC.
3.2 ENC: means Eric Neumans Consulting SRL, a consultancy company providing Services as described in Condition 4.
3.3 Information: means any data, know-how, recipe, study report or Risk Assessment provided by the Client to ENC – and which represents a trade secret in the sense that competitors of the Client may not access it.
3.4 Regulatory Advices: means scientific and-or legal advices provided to the Client in order to contribute to its strategy for registration of a substance or product.
3.5 Dossier: means the study reports, summaries, Risk Assessment and other Information intended to be submitted to a national or international authority in order to obtain or maintain the registration of a substance or product or any related authorization.
3.6 Data Gap Analysis: means the analysis – of a Dossier provided by the Client – that intents to identify the Information that needs to be generated in order to complete this Dossier in a way that makes it suitable for submission.
3.7 Dossier Compilation: Means the organization of the Information relevant to a Dossier in the format expected by the authority who will evaluate this Dossier.
3.8 Dossier Submission: Means the official sending of a Dossier to the authority who will evaluate this Dossier.
3.9 Post Submission Follow up: means the organization of the answers to the questions raised by the authority subsequently to Dossier evaluation.
3.10 Monitoring of Studies: means the follow up of a study – from its beginning to its end – in order to insure that the study will serve the need of the Client’s Dossier and will address the relevant requirement of the regulation and guidance in force at the time the study is started.
3.11 Risk Assessment: means the evaluation of the risk posed, from the use of the product, to human health, environment or non-target organisms.
3.12 Contract: Document describing the Services to be provided by ENC, their cost and date of delivery. It is written on the basis of the instruction and Information provided by the Client and it is signed and dated by the Client and ENC for agreement. Pursuant to Condition 1, it refers to the present TC.
3.13 TC: Terms and Conditions
4. Provision of Services
4.1 ENC offers Services to the Client that may include: Regulatory Advices, Data Gap Analysis, Dossier Compilation, Dossier Submission, Post Submission Follow up, Monitoring of Studies or Risk Assessment.
4.2 ENC shall provide the Services according to the written instruction described in the Contract and will take any reasonable steps in order to fulfil the Client’s requests.
4.3 The Services will be charged at the cost agreed in the Contract.
4.4 ENC may subcontract the execution of all or part of the Services to a subcontractor. Unless otherwise agreed in writing, the Client authorizes ENC to share with the subcontractor any Information necessary for the execution of the subcontracted Services.
4.5 The Client agrees that ENC – when providing the Services – does not take over the responsibility of the Client or any third party, nor frees the Client to its obligations. In particular, the Client agrees that whiles ENC will advice the Client and execute the Services agreed in writing, the decision making, and its consequences remains under the Client responsibility.
4.6 Unless otherwise agreed in writing ENC may correspond by the Internet or other electronic media. In such cases ENC will take reasonable steps to safeguard the security of the
Information transmitted but will not accept liability for its security and confidentiality beyond these steps.
5. The Client’s obligations
5.1 The Client warrant that all Information provided by or for him to ENC will be full and accurate and will be provided in time in order to allow the execution of the Service. Failure to do so may result in a charge being applied and to a delay in the provision of the Services, or to the termination of the contract pursuant to condition 8.
5.2 The Client will be responsible for assessing the recommendation and advice given by ENC and for the commercial decisions that it makes. The Client is responsible for taking into account the limitations in the instructions given by ENC, and commercial and other factors, of which the Client and its other advisors are, or should be aware.
5.3 The Client will indemnify ENC against claims brought or threatened by third parties (including all liabilities, losses, legal fees and reasonable management and administrative cost arising from such claims) as a result of or connected with the Services except to the extend that ENC is legally liable to the Client.
6. Payment terms
6.1 ENC will invoice the Client at the time agreed in writing between ENC and the Client. In default of agreement, all cost incurred to the Service will be invoiced at completion or Termination of the Services.
6.2 Unless otherwise agreed in writing, all sums due to ENC are due within 30 days of invoice date. ENC reserves the right unilaterally to vary payment terms by giving prior written notice.
6.3 If any payment is not made to ENC by the due date, then: (i) ENC reserves the right to cease to provide the Services and, if it thinks fit, terminate the Contract, (ii) the Client agrees that payment of all Services carried out by ENC up to date shall become due and payable forthwith whether or not an invoice has been issued in respect of that work and notwithstanding that 30 days may not have expired since the invoice date, and (iii) ENC reserves the right to charge a monthly interest of 1.5%.
6.4 Any dispute or claim for compensation shall not allow the Client to retain or differ any payment due to ENC.
6.5 The Client shall reimburse ENC for all expenses properly incurred by ENC in the discharge of the Services.
6.6 To the extend that the cost of the Services are agreed on the basis of the instruction and information provided by the Client at the Contract signature, ENC reserves the right to increase the cost of the Service when – and in the light of – new instruction or Information is provided by the Client. In such case, the Client will be informed in writing of the additional cost before any invoice is sent.
6.7 Additional cost will be invoiced for (i) any additional Service that is not described in the agreed Contract, and (ii) management and administrative cost consequent to the Termination pursuant to Condition 8 or change of the Services described in the agreed Contract.
6.8 Unless otherwise agreed, the Contract do not include the travelling costs – which will be invoiced to the Client at their real cost.
6.9 ENC will add VAT to its charges and expenses at the application rate then in force.
7. ENC’s warranties and liabilities
7.1 ENC will use reasonable skill and care in carrying out the Services. ENC’s advice is based upon the regulatory climate and circumstances prevailing at the time the advice is given. ENC accepts no responsibility for any external factors, which may later change or fluctuate or which ENC cannot reasonably be or expected to be aware.
7.2 The parties agree that ENC’s advice will only apply in the context of the instructions given by the Client to ENC. ENC will not accept liability for use of the advice by the Client in any other circumstances.
7.3 Any advice or recommendation given by ENC as part of the Services will not be binding to ENC unless confirmed by ENC in writing.
7.4 Any work carried out for the Client by ENC outside the Contract and for which ENC does not charge the Client shall not be, or deemed to be, subject to any liability between ENC and the Client.
7.5 ENC will not be liable for any of the following arising from the provision of the Services (i) loss of anticipated profits or expected future business; (ii) damage to reputation or goodwill; (iii) damages, costs or expenses payable by the Client to any third party; (iv) loss of any order or Contract; or (v) indirect or consequential loss of any kind.
7.6 ENC will not be liable for (I) any failure or delay in carrying out the Services attributable to any act or omission, or delay by the Client, its employees or Contractors; or (ii) any product supplied by a third party.
7.7 The Client shall bring any claim related to the Services within one year of (i) the date of delivery of the Services that lead to the claim or (ii) the date when the Services should have been completed in the case of an alleged failure of ENC to complete its Services. ENC excludes liability for claims brought outside this time limit.
7.8 The liability of ENC shall be limited to the reasonable cost of remedying any defect in the Services and in no circumstances shall the liability of ENC exceeds the sums paid by the Client for the related Services.
8. Termination
8.1 As a general rule, the Contracts are valid for a fixed period, which is directly related to the Service that must be delivered and will not be renewable.
8.2 Without prejudice to their other rights, a party may terminate the Contract if (I) the other party commits a material irremediable breach or fails to remedy a material and remediable breach within 30 days of receipt of written notice to do so; (ii) the other party has an administrator or administrative receiver appointed over all or any of its assets, goes into insolvent liquidation or ceases its activity; or (iii) an event within the scope of Condition 10.2 prevents or delays ENC from carrying out the Services for 60 consecutive days or more.
8.3 Except if otherwise agreed, the Client may terminate the Contract at any moment on a written notice of at least 30 days in advance.
8.4 Payment for all Services carried out up to and including the date of Termination shall be due on Termination by the client, except if the Termination is consequent to ENC’s failure to fulfil its obligation.
8.5 Payment due on termination shall include: (i) payment for all Services carried out up to and including the date of Termination; and (ii) reimbursement to ENC of the costs of any commitments entered into by ENC on the assumption that it would supply all the Services.
8.6 Except if otherwise agreed, the liabilities of the parties pursuant to Condition 9 will apply after the Termination of the Contract.
9. Confidentiality and Intellectual property
9.1 Subject to the following and to Condition 4.6, ENC will treat as confidential all Information received from the client related to the Services. ENC will not disclose or make available such Information to a third party without the prior written consent of the Client.
9.2 All Information and advice provided by ENC to the Client – and which is claimed in writing to be confidential by ENC- shall not be disclosed or made available to any third party without the prior written consent of ENC.
9.3 Neither party shall be prevented from disclosing Information which: (I) is or becomes public knowledge; (ii) is or become known of other sources without restriction on disclosure; (iii) is required to be disclosed by law; or (iv); the recipient party can prove is or has been independently developed by the recipient.
9.4 The Services provided by ENC to the Client will be the sole intellectual property of the Client. Unless otherwise agreed in writing, ENC will retain a copy of the information provided by the Client, and a copy of the Information delivered to the Client, in the scope of the Services.
10. Miscellaneous
10.1 If two or more parties engage ENC to supply Services in respect of a particular Contract then such parties shall be jointly and severally liable for payment for the Services.
10.2 ENC will not be liable for any failure or delay in carrying out the Services due to any circumstances unpredictable for ENC.
10.3 Any notice by either party shall be deemed to have been properly given if delivered by hand, or send by first class recorded delivery post to the other party at its address notified in writing, and shall be deemed to have been delivered two working days after the date of posting.
10.4 Any condition found to be invalid or unenforceable shall be severed, and the remaining conditions shall continue to be valid and enforceable as if the Contract had been agreed without the invalid or unenforceable Condition.
10.5 Condition 9 shall remain enforceable irrespective of Termination of the Contract or completion of the Services for whatever reason. Termination or completion shall not prejudice the accrued rights or liabilities of either party.
10.6 A person who is not a party to this Contract has no right under this Contract.
10.7 ENC operates a standard record retention period for Contract delivery information of five years post final invoice. By specific Contract instructions this may be varied to meet client requirements. Secure retention beyond the standard period may attract an additional charge.