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 of these T&Cs 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 the Parties. Upon execution by the Parties, 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.
1.3 Change Orders. No change to a WO shall be implemented except as reflected in a new or amended WO executed by the 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. The 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. All prices are quoted HTVA (VAT excluded); VAT is added on invoices in accordance with applicable Belgian and EU rules.
2.2 Invoices and Payment Terms. Service Provider shall submit monthly invoices (unless otherwise stated in the WO). All undisputed amounts are due within thirty (30) days of the date of invoice, 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 in good faith 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. In addition to the foregoing, Company shall at the request of Service Provider and/or as set forth in the applicable WO, directly pay applicable third-party vendors reasonable and necessary costs and expenses relating to the provision of services.
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.
Each Party shall promptly notify the other of any investigation or inspection by federal, state or local regulatory representatives or other investigative actions directed to any of the services to be provided hereunder and shall promptly keep the other reasonably apprised as to the status of such investigation(s) or inspection(s) and shall, if practicable and legally permissible, give the other party an opportunity to review any responses thereto.
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, complete and compliant to Applicable Laws 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 ("Disclosing Party") to the other Party ("Receiving Party") in connection with these T&Cs and any WO or other schedules, exhibits and appendices thereto. It is specifically acknowledged and understood the Confidential Information includes and may consist of: (a) information transmitted in written, oral, magnetic, electronic or any other medium, (b) all copies and reproductions, in whole or in part, of any Confidential Information, and (c) all summaries, analyses, compilation, studies notes or other records which contain, reflect, or are generated from Confidential Information. Confidential Information excludes information that: (i) is or becomes generally known to the public or is received from a third-party without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, or (iii) was independently developed by the Receiving Party 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 of the Disclosing Party; (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.
Notwithstanding any other provision in these T&Cs, the total aggregate liability of the Service Provider whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with these T&Cs shall be limited to an amount equal to the sum insured and actually available under the Service Provider's professional liability (errors and omissions) insurance policy in force at the time the liability arises.
5.4 Duration. Confidentiality obligations shall survive termination for a period of ten (10) 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 Data Processing Agreement (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.
For any matter relating to the processing of personal data under these T&Cs or any WO, Service Provider's data protection contact may be reached through the contact form.
5.6 Return/Destruction. Upon written request, the Receiving Party will return or destroy all Confidential Information (at the Disclosing Party's cost). One archival copy may be retained for compliance purposes.
6. Proprietary Rights
6.1 General. Subject to Section 6.2, each Party will retain all right, title and interest in and to inventions, ideas, analysis, designs, concepts, data, technology, computer programming, models, processes and know-how, whether or not patented or patentable, and all patent rights, trademarks, trade names, copyrights, brands, trade secrets and other proprietary rights and all applications and registrations thereon, (i) owned prior to the Effective Date, or controlled by such Party prior to the Effective Date, or (ii) developed, invented, discovered, created, conceived of, or reduced to practice by such Party (whether solely or jointly by one or more Parties and third parties) in the course of performing its obligations under a WO.
6.2 Deliverables. All reports, summaries, data and documents identified in the applicable WO to be prepared by the Service Provider and delivered to the Company (the "Deliverables") shall be owned by Company to the fullest extent permitted by law. In no event, shall Service Provider be prohibited from developing or providing similar services or materials to other clients, subject to the obligations of a WO. 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 Ownership of AI models. AI models developed exclusively for the Company vest in the Company upon full payment. General purpose tools and pre-existing models remain the property of the Service Provider.
7.2 Use of Company data. The Service Provider shall not use the Company's data to train, fine tune, or develop models for any third party without the Company's prior written consent.
7.3 Documentation. The Service Provider shall deliver the documentation specified in each Work Order, including methodology, validation, and reproducibility information.
7.4 EU AI Act compliance and role allocation. Where the EU Artificial Intelligence Act (Regulation (EU) 2024/1689, the "AI Act") applies, the Parties shall comply with it as follows:
- Each Work Order specifies each Party's role under the AI Act (provider, deployer, importer, distributor, or none) for any AI system or general purpose AI ("GPAI") model within its scope. Absent specification, the Company acts as provider and/or deployer, and the Service Provider acts as consulting advisor only.
- The Service Provider's deliverables do not, of themselves, constitute a placing on the market or a putting into service of an AI system, nor cause the Service Provider to be regarded as a provider under Article 25 of the AI Act, unless a Work Order expressly states otherwise.
- Where the Service Provider uses GPAI models internally to support delivery, it shall ensure an adequate level of AI literacy among its personnel (Article 4 of the AI Act), maintain appropriate logging, and provide human oversight by a qualified team member.
- For engagements involving high risk AI systems within the meaning of Annex III, the Company warrants that it has completed, where applicable, the data protection impact assessment under Article 35 GDPR and the fundamental rights impact assessment under Article 27 of the AI Act. The Service Provider's role in respect of these assessments is advisory only.
7.5 No clinical or medical device use. The Services and deliverables are not intended to serve as the sole basis for clinical decision making, nor as a medical device. The 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, 11, and 14.
10. Mutual Indemnification
Each Party agrees to protect, indemnify and hold harmless the other Party and their respective shareholders, officers, directors, authorized agents, independent contractors and employees (collectively, the "Indemnified Party") from and against all claims, demands and actions brought or asserted by third-parties (collectively, "Claims"), to the extent arising out of (i) the gross negligence, omissions or wilful misconduct of the other Party (the "Indemnifying Party"), their respective officers, directors, agents, independent contractors and employees in connection with the Indemnifying Party's performance hereunder or (ii) the Indemnifying Party's breach of any of its obligations under the T&Cs, including without limitation the failure of any representation or breach of any warranty made by the Indemnifying Party in the T&Cs. This indemnity shall be limited to the extent that such a claim is due to the gross negligence, material omission or wilful misconduct of or breach of the T&Cs by the Indemnified Party.
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 revenue or 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 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 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 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 Governing Law. These T&Cs and all WOs shall be governed by and construed in accordance with the laws of Belgium.
15.5 Amendments. These T&Cs may only be modified in writing signed by both Parties with regard to a specific WO.
15.6 Severability. If any provision is held unenforceable, the remaining provisions shall continue in full force and effect.
15.7 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.