General Terms & Conditions
These General Terms and Conditions ("T&Cs") govern the business relationship between Trilenda SRL, a limited liability company (SRL) incorporated under Belgian law, with registered office at Rue Clément Ader 10, 6041 Charleroi, Belgium, registered with the BCE/KBO under number BE1028.924.134 ("the Service Provider"), and the client identified in the applicable Work Order ("the Company"), in respect of the provision of services ("Services") subject to individual Work Orders ("WO").
The Service Provider may also deliver Services under its commercial brand Sanaitio, which has no separate legal identity; Trilenda SRL remains the sole contracting legal entity.
Service Provider and Company are hereinafter referred to individually as "Party" and collectively as "the Parties". The basis for all service contracts is the English version of these T&Cs. Versions in other languages are for information purposes only.
1. Services
1.1 Engagement. Company may engage Service Provider to perform the Services specified in a written WO executed by both Parties. Upon execution, each WO shall incorporate these T&Cs.
1.2 Work Orders. These T&Cs shall govern each WO, except as the Parties may otherwise expressly agree in such WO. These T&Cs apply exclusively to business-to-business (B2B) relationships within the meaning of Book VI Title 3/2 of the Belgian Code of Economic Law; consumers within the meaning of Article I.1, 2° of the Code of Economic Law fall outside their scope. All prices in these T&Cs and in any WO are quoted HTVA (VAT excluded); VAT is added on invoices in accordance with applicable Belgian and EU rules.
1.3 Change Orders. Any changes to scope, timing, or pricing of a WO shall be reflected in a new or amended WO executed by both Parties.
1.4 No Legal Advice. The Services do not include legal advice. The Company should seek independent legal counsel for legal matters.
1.5 Affiliates and Partners. Service Provider may engage its affiliates and qualified partners to deliver Services. Service Provider remains responsible for their performance and compliance with these T&Cs.
1.6 Commencement Prior to Execution. Where Service Provider commences Services before a WO is finalised at the Company's written request (email sufficing), Company shall pay for such Services in accordance with these T&Cs. Both Parties shall exercise reasonable efforts to finalise the WO promptly.
2. Compensation
2.1 Rate of Compensation. Company shall pay Service Provider as specified in the applicable WO. The Parties agree that the compensation reflects fair market value and was negotiated in good faith at arm's length.
2.2 Invoices and Payment Terms. Service Provider shall submit monthly invoices (unless otherwise stated in the WO). All undisputed amounts are payable by the last day of the calendar month following the date of issue, via wire transfer to the bank account designated by Service Provider.
If any undisputed amount is not paid by the due date, Service Provider shall be entitled to charge interest at the reference rate published by the National Bank of Belgium plus eight (8) percentage points, in accordance with the Belgian Law of 2 August 2002 on combating late payment in commercial transactions, plus a fixed recovery cost of forty euros (€40) per overdue invoice, calculated from the first day after the due date until full payment.
In addition, Service Provider reserves the right to: (a) suspend Services until all outstanding amounts are paid in full; and (b) charge reasonable administrative and collection costs, including legal fees, incurred in recovering overdue payments.
If Company disputes any portion of an invoice, Company shall pay all undisputed amounts and notify Service Provider in writing within five (5) business days, specifying the nature of the dispute. Service Provider shall respond within thirty (30) days. Resolution of disputes exceeding this timeframe shall follow Section 15.2.
2.3 Indexation. Service Provider may adjust rates for engagements exceeding twelve (12) months, after each twelve-month period, if the applicable inflation index exceeds two percent (2%). Any adjustment shall be made in accordance with principles of equity and good faith.
2.4 Expenses. Where provided in a WO, Service Provider may invoice Company for reasonable and necessary out-of-pocket expenses actually incurred, reimbursed at actual cost without mark-up.
3. Representations and Warranties
3.1 Mutual. Each Party represents and warrants that: (a) it is duly organised, validly existing, and authorised to enter into these T&Cs; and (b) in performing its obligations, it will comply with all applicable laws, including anti-bribery, anti-corruption, healthcare, privacy, and regulatory laws.
3.2 Company. Company warrants that: (i) decisions or directions given to Service Provider conform with applicable laws; and (ii) information provided to Service Provider is true, accurate, and complete to Company's knowledge.
3.3 Service Provider. Service Provider warrants that Services shall be performed by qualified personnel in a competent and professional manner, consistent with applicable laws and the applicable WO.
3.4 Limitation. Except as provided in this Section 3, no other express or implied warranties are made.
4. Anti-Bribery and Regulatory Compliance
4.1 Each Party complies with applicable anti-bribery and anti-corruption laws, including Articles 246 to 253 and 504bis to 504ter of the Belgian Criminal Code and, where applicable, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010. Each Party warrants that neither it nor any of its directors, officers, owners or affiliates is subject to economic, financial or trade sanctions imposed by the EU, UN, OFAC, UK or any other competent authority. If a Party becomes subject to (or at credible risk of) such sanctions, the other may suspend performance and terminate without liability.
4.2 Neither Party shall make, offer, or authorise any payment, gift, or thing of value to any public official, government employee, or any other person for the purpose of influencing any act or decision to obtain or retain business.
4.3 Each Party shall promptly notify the other of any investigation or inspection by regulatory authorities directed at the Services.
5. Confidentiality and Privacy
5.1 Definition. "Confidential Information" means all information disclosed by a Party to the other in connection with these T&Cs and any WO, whether written, oral, or electronic, including copies and derivatives. Confidential Information excludes information that: (i) is publicly known through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure; or (iii) was independently developed without use of the Disclosing Party's information.
5.2 Protection. The Receiving Party shall: (a) hold Confidential Information in confidence and use it solely to fulfil obligations under a WO; (b) not disclose it to third parties without prior written consent; (c) limit disclosure to officers, employees, and authorised agents ("Representatives") on a need-to-know basis; and (d) implement appropriate safeguards.
Each Party shall promptly notify the other of any breach of this Section. Disclosure required by law is permitted, provided prompt notice is given and reasonable efforts are made to secure confidential treatment.
5.3 Indemnity for Breach. The Receiving Party shall indemnify the Disclosing Party against direct damages arising from unauthorised use or disclosure of Confidential Information.
5.4 Duration. Confidentiality obligations shall survive termination for a period of five (5) years, except for trade secrets which shall be protected for as long as they remain trade secrets.
5.5 Data Protection. The Parties process personal data under Regulation (EU) 2016/679 (GDPR) and the Belgian Law of 30 July 2018. Where Services involve processing on behalf of the Company, a DPA under Article 28 GDPR is executed as an annex to the WO. For special categories (Article 9 GDPR, including health, genetic and biometric data), the Company as controller identifies the Article 9(2) legal basis and, where applicable, Title 4 Chapter III §3 of the Belgian Law of 30 July 2018 (scientific research); Service Provider as processor applies pseudonymisation, minimisation, and proportionate access controls. Information relevant to pharmacovigilance, post-marketing safety or adverse events is transmitted to the Company within twenty-four (24) hours of awareness; Service Provider does not independently report to any regulatory authority, the Company retaining sole reporting responsibility.
5.6 Return/Destruction. Upon written request, Confidential Information shall be returned or destroyed. One archival copy may be retained for compliance purposes.
6. Proprietary Rights
6.1 General. Each Party retains all intellectual property owned prior to the Effective Date or independently developed.
6.2 Deliverables. All deliverables identified in a WO and fully paid for shall be owned by Company. The Parties expressly acknowledge that this engagement falls within the non-cultural sector within the meaning of Article XI.167 §3 of the Belgian Code of Economic Law. Subject to full and timely payment of all sums due, Service Provider assigns to the Company all economic copyrights and related intellectual property rights in the Deliverables, covering the following modes of exploitation: reproduction (in any form, including digital), adaptation, translation, communication to the public, distribution, integration into derivative works, modification, public display, and re-use within the Company's internal systems. Software is assigned in writing pursuant to Articles XI.294 et seq. of the Belgian Code of Economic Law; databases pursuant to Articles XI.305 et seq. The assignment is granted worldwide and for the full duration of legal protection.
6.3 Non-Exclusive Developments. Proprietary systems, software, methodologies, analytical tools, and know-how developed or used by Service Provider that do not exclusively relate to Company ("Non-Exclusive Developments") shall remain the property of Service Provider. Company receives a limited, non-exclusive, non-transferable licence to use Non-Exclusive Developments solely as embedded in the Deliverables and solely for internal use related to the applicable project.
6.4 Use of Names. Neither Party may use the name of the other in advertising or publicity without prior written consent.
7. AI and Data Science Provisions
7.1 Model Ownership. Unless otherwise specified in the applicable WO: (a) AI models, algorithms, and statistical methodologies developed exclusively for the Company and fully paid for shall be owned by the Company; (b) general-purpose tools, pre-existing models, and methodologies shall remain the property of Service Provider.
7.2 Training Data. Service Provider shall not use Company's proprietary data to train models for other clients without prior written consent. Any use of Company data is limited to the specific project scope defined in the applicable WO.
7.3 Validation and Documentation. Service Provider shall deliver adequate documentation for all models and analyses, including methodology descriptions, validation reports, and reproducibility information as specified in the WO.
7.4 EU AI Act Compliance. Where Services involve the development or deployment of AI systems as defined under Regulation (EU) 2024/1689 (EU AI Act), the following applies:
- (a) Service Provider shall identify and document the risk classification of any AI system developed under a WO (minimal, limited, high, or unacceptable risk) and inform the Company accordingly.
- (b) For AI systems classified as limited risk, Service Provider shall ensure compliance with applicable transparency obligations, including informing end-users that they are interacting with an AI system where required.
- (c) For AI systems classified as high risk, the Parties shall agree on the allocation of responsibilities under the EU AI Act in the applicable WO, including requirements for risk management, data governance, technical documentation, record-keeping, and human oversight.
- (d) Service Provider shall not develop AI systems that fall within the category of unacceptable risk as defined by the EU AI Act.
- (e) The Parties shall cooperate in good faith to comply with any additional obligations arising under the EU AI Act as its implementing measures come into effect.
7.5 No Clinical Decision-Making. Unless expressly stated in a WO and subject to applicable regulatory requirements, the Services and deliverables provided by Service Provider are not intended to be used as the sole basis for clinical decision-making or as medical device software. Company is solely responsible for any decision to use the deliverables for such purposes.
8. Records and Audits
During the term of a WO and for two (2) years thereafter, Service Provider shall maintain records sufficient to verify amounts paid and compliance with these T&Cs. Upon at least thirty (30) days' prior written notice and during normal business hours, Company may audit relevant records no more than once per twelve (12) month period, at its own expense. Audits shall not disrupt Service Provider's business and shall be subject to confidentiality. Where Service Provider holds a recognised independent third-party security audit report (such as ISO 27001 or SOC 2 Type II), the Company may accept such report in lieu of an on-site audit. The audit right under this Section is without prejudice to the controller-side audit rights under Article 28(3)(h) GDPR set out in any applicable DPA.
9. Termination
9.1 Either Party may terminate a WO immediately for serious breach (after notice and a reasonable cure period of at least ten (10) days), or without cause upon ninety (90) days' written notice, unless otherwise specified in the WO.
9.2 Upon termination, Company shall pay Service Provider for all Services performed and costs incurred up to the effective date of termination.
9.3 Provisions whose meaning requires survival shall survive expiration or termination, including Sections 5, 6, 7, 8, 10, and 11.
10. Indemnification
Each Party agrees to indemnify and hold harmless the other against third-party claims arising out of gross negligence, willful misconduct, or breach of these T&Cs, subject to proportional responsibility. Indemnification obligations shall survive for five (5) years after termination.
11. Limitation of Liability and Insurance
11.1 No Consequential Damages. Neither Party shall be liable for punitive, consequential, incidental, indirect, or special damages, including lost profits.
11.2 Liability Cap. Service Provider's aggregate liability under a WO is tiered as follows. (a) General claims: the greater of (i) the net fees invoiced under the WO in the twelve (12) months preceding the claim, and (ii) one hundred thousand euros (€100,000); capped in all cases at the maximum amount actually available under Service Provider's professional civil liability insurance then in force. (b) Confidentiality, data protection, Privacy event or Security event claims: capped at the maximum amount actually available under Service Provider's cyber insurance then in force. (c) Documents and data reconstruction sub-cap: capped at the maximum amount actually available under the documents and data reconstruction sub-limit of Service Provider's professional civil liability insurance then in force. (d) Stipulation pour autrui (Article 5.106 Belgian Civil Code): the above limitations and exclusions also benefit Service Provider's directors, officers, employees, consultants and subcontractors. (e) Uncapped carve-outs (Belgian mandatory law): intentional fault or fraud (dol) of Service Provider or its auxiliaries (Article 5.89 Civil Code); damage to life or physical integrity caused by Service Provider's fault; failure of essential obligations (Article VI.91/5, 6° Code of Economic Law); any liability not contractually limitable under Belgian mandatory law. (f) Excluded heads of damage (within mandatory-law limits): indirect or consequential damage, loss of profit, revenue, goodwill, opportunity or contracts, regulatory fines unless insurable under Belgian law, pure betterment, intangible-asset loss unrelated to a Security event, and losses caused by infrastructure of the Company or third parties not engaged by Service Provider. (g) Insurance ceiling: in no event shall Service Provider's liability exceed the amount actually available under applicable insurance.
11.3 Insurance. Service Provider maintains, at its expense and for the term of each WO, professional civil liability (RC Professionnelle / errors and omissions), operating civil liability (RC Exploitation), and cyber liability insurance with reputable Belgian-market insurers. Coverage extends to Service Provider's directors, officers, employees, consultants and subcontractors. Service Provider notifies the Company of any material reduction; certificates of insurance available on request. Obligations under the Belgian Law of 4 April 2014 on insurance (including timely claims notification and the bar on admitting liability or settling without insurer consent) prevail over any conflicting contractual deadline.
12. Independent Contractor
Service Provider acts as an independent contractor. Nothing herein creates an employer/employee, principal/agent, or joint venture relationship. Service Provider is solely responsible for compensation, taxes, and benefits of its employees.
13. Force Majeure
If either Party is delayed or prevented from performance by events beyond reasonable control (excluding payment obligations), including acts of government, pandemics, war, strikes, fire, flood, or failure of telecommunications systems, performance shall be excused for the duration of such event. Prompt notice shall be given. The Parties exclude Article 5.74 of the Belgian Civil Code (hardship / imprévision) for fixed-fee engagements; for non-fixed-fee engagements, the Parties shall negotiate in good faith if performance becomes excessively onerous due to unforeseen circumstances, without obligation to reach agreement.
14. Non-Solicitation of Service Provider Employees
During the term of a WO and for twelve (12) months thereafter, Company shall not enter into an employment, consultancy, or other service relationship with an employee of Service Provider involved in the Services without paying a fee equal to fifteen percent (15%) of the employee's total annual remuneration. Company shall notify Service Provider and pay the fee within fourteen (14) calendar days.
15. Miscellaneous
15.1 Notices. All notices shall be in writing, served by email with return receipt requested. General enquiries may be addressed through the contact form.
15.2 Dispute Resolution. The Parties shall negotiate in good faith for thirty (30) days. Thereafter, the Hainaut Business Court, Charleroi division (Tribunal de l'entreprise du Hainaut, division de Charleroi) shall have exclusive jurisdiction.
15.3 Non-Assignment. Neither Party may assign a WO without prior written consent, except in connection with the sale of substantially all of its business.
15.4 Subcontracting. Service Provider may engage subcontractors for administrative or technical support functions without prior consent. For substantive service delivery, prior written disclosure to Company is required. Service Provider remains legally responsible for subcontractor compliance.
15.5 Governing Law. These T&Cs and all WOs shall be governed by and construed in accordance with the laws of Belgium.
15.6 Amendments. These T&Cs may only be modified in writing signed by both Parties with regard to a specific WO.
15.7 Severability. If any provision is held unenforceable, the remaining provisions shall continue in full force and effect.
15.8 Waiver. No waiver of any provision shall be effective unless expressly made in writing.
Trilenda SRL
Rue Clément Ader 10, 6041 Charleroi, Belgium
BCE/KBO: BE1028.924.134
See the full version history.