TRANSVERSALITY srl – General terms and conditions

 

 

1.The Transversality approach

 

The general terms and conditions hereunder (“Conditions”) have been drafted so that they are kept simple, clear and user-friendly. Plain language is used wherever possible. These Conditions aim at: (i) having clarity around the relationship between Transversality and any party making use of Transversality’s services and (ii) preventing disputes.

 

These Conditions will apply and you agree to be bound by them whenever Transversality renders services to you or has any relationship with you. By the simple fact of you making use of Transversality’s services, you agree that these Conditions are binding and enforceable.

 

Transversality and any party bound by these Conditions, agree to apply them in good faith and to the exclusion of any other terms.

 

2. What are Transversality’s obligations?

 

a. Transversality srl, a responsibility limited company under Belgian law with register number BE 0694 581 861  and registered office at rue Hugo Verriest 35, 1140 Brussels (Belgium) and its employees and representatives (“Transversality”) will supply the services (“Services”) in a timely and professional manner, but Transversality does not guarantee a certain result (reasonable effort obligation).

b. If the Services do not meet the above standards, Transversality will, where relevant, re-perform the defective Services free of charge. You agree that this is your exclusive remedy against Transversality for defective Services.

 

3. What does Transversality expect from you to deliver its Services?

 

a. You will:

co-operate with Transversality in all matters relating to the Services;

provide Transversality in a timely fashion with the information and materials Transversality requires to supply the Services, and ensure that such information is complete, accurate and up to date;

provide Transversality with contact details (email or postal address) that are always up to date;

obtain and maintain all necessary licenses and consents required for the Services;

comply with all applicable laws; and

comply with any additional obligations that would have been agreed to.

inform Transversality’s representatives of all current rules and instructions which may be applicable to them at the Premises and relating to work practices, security, safety, fire procedures and tidiness.

not require Transversality’s representatives to justify the time spent, methods of work or the way of organizing their activities.

allow Transversality’s representatives to work on any location of their choice, expect for short periods of time if agreed preliminary with Transversality.

 

b. If you fail to comply with your obligations above, or otherwise prevent or delay the performance of Transversality’s obligations under the Agreement (“Client Default”):

Transversality may suspend performance of the Services until you remedy the Client Default;

Transversality is not liable for any costs or losses you incur because of the Client Default ; and

you will reimburse Transversality for any costs or losses it incurs because of the Client Default.

 

4. What are our fees, charges and expenses?

 

a. Unless there is a written fee agreement providing for a different mechanism, Transversality is entitled to charge the fees and you agree to pay the fees (“Fees”) in accordance with Transversality’s fees rates (“Rates”).

 

The applicable Rates are those in force at the time you order the Services and mentioned in the Services offer or agreed contract.

 

  1. Transversality will charge you, and you agree to pay, the cost and/or expenses of services provided by third parties or taxes or equivalent costs charged by authorities and/or governments required for the performance of the Services (“Charges”).
  2. You accept to reimburse the travel expenses related to the meetings locations where you explicitly or implicitly accepted Transversality’s representatives to work.
  3. Transversality will charge you, and you agree to pay, any out-of-pocket expenses reasonably incurred for the performance of the Services including travelling expenses, hotel costs subsistence and any associated expenses such as phone bills to and from non-U.E. countries, own car travels at predefined rate, flights, hotels, trains, taxis, transfers, wifi at hotel, meals and drinks, parking bills, rental cars, fuel for rental cars, visa, tolls, conferences and fairs fees. Reasonable extra expenses coming from cases of force majeure and unexcepted transportations delays or cancellations will be also taken in charge by the Client. (“Expenses”).
  4.  When it is preliminary agreed with the Client that Transversality will make samples or prototypes, all cost associated will be taken in charge by the Client  (such as raw materials, protective equipment’s, necessary equipment, work time and shipment costs).
  5. You agree that If Transversality provides an estimate of its Fees, Charges or Expenses, this estimate is indicative.
  6. You agree that Transversality is entitled to require and invoice an advance payment at any time before starting or during the performance of the Services.
  7. You agree to pay Transversality’s invoices within 15 days of the date of the invoice.
  8. All fee quotes and the Standard Rates are without VAT, Transversality will however charge you and you agree to pay to Transversality the applicable VAT amounts, if due, at the same time as payment is due for the supply of the Services.
  9. You should address any contestation of an invoice within 15 days after the issuance of contested invoice.
  10. If you fail to make a payment by the due date:
  • you agree to pay to Transversality interest on the overdue sum, whether before or after judgment. Interest will accrue each day at 8% a year;
  • you agree to pay to Transversality an agreed compensation of 10% of the overdue sum for the losses Transversality incurred; and
  • Transversality may suspend the supply of Services.
  1. You agree that all amounts due under the Agreement must be paid in full without any set-off or deduction.

 

 

5. How to we deal with intellectual property rights resulting from the Services?

 

a. Transversality is the exclusive owner of any intellectual property rights pertaining to the deliverables it produces as part of the Services (“Deliverables”).

b. Except if stated otherwise, Transversality grants you a fully paid-up, worldwide, non-exclusive, royalty-free and irrevocable license to copy and modify the Deliverables for receiving and using the Services and the Deliverables in your business.

 

c. Any Intellectual property owned by Transversality shall be and remain its property. Licenses, patents or any other rights owned by Transversality such as, but not limited to utility models, trademarks or tradenames, are not granted to the Client, nor does the Services constitute any obligation for Transversality to grant such rights to the Client.

 

6. Limitations of liability

 

a. You agree that Transversality’s total liability for damages that it may cause to you (including the loss of an intellectual property right) in connection with the relationship between the parties, whether in contract or in tort, is limited to the lesser of 250.000 EUR or a maximum of 300% of the total fees paid by you to Transversality in connection with the Services that have given rise to the damages.

b. The right to indemnification expires if no action is instituted by you within 3 months as from the day you have had knowledge of our failure to meet one of our obligations or other event that gives rise to Transversality’s liability.

c. The limitations in this clause do not apply to:

death or personal injury; or  

losses resulting from Transversality’s fraud or willful misconduct.

d. You agree that Transversality will never be liable to you for loss of profits, business, anticipated savings, or for any indirect or consequential loss.

 

7. What are the parties’ confidentiality obligations?

 

a. Neither party will disclose to any person any confidential information concerning the business, affairs, customers or suppliers of the other party, except as permitted below.

b. Each party may disclose the other party’s confidential information:

to its employees, advisers or subcontractors who need to know such information for the purpose of the Services. In that case, the disclosing party will ensure that its employees, advisers and subcontractors who receive such information comply with this clause 7; and

as may be required by law, a court of competent jurisdiction or any governmental authority.

 

 

8. Suspension of services

 

    1. You agree that Transversality has the right to suspend the supply or performance of Services, including ongoing Services, if you fail to pay any amount due under the Agreement or to comply with any other obligations under the Agreement, including the obligations outlined under clause 3.

 

    1. In the event Transversality suspends the supply or performance of Services, Transversality is not liable for any costs or losses you incur because of the suspension of the Services

 

 

9. Circumstances beyond our reasonable control – Force Majeure

 

Neither of the parties is liable for delay or failure to perform any of its obligations if such delay or failure results from circumstances beyond their reasonable control. In such circumstances, the affected party is entitled to a reasonable extension of the time for performing such obligations.

 

10. Miscellaneous matters

 

a. These Conditions will always apply and override any other agreement between the parties, unless a written agreement between the parties is entered into whereby the application of these Conditions is explicitly excluded.

b. If any provision of these Conditions is invalid, illegal or unenforceable, the parties will negotiate in good faith to amend such provision so that it achieves the intended commercial result of the original provision, without entailing the nullity of the Conditions.

 

11. Changes

 

Transversality may, from time to time, amend these Conditions. Any changes Transversality makes to the Conditions will be posted on Transversality’s website and, where appropriate, notified to you by e-mail. Transversality invites you to check back on a regular basis to see if any updates or changes have been made to these Conditions.

 

12. How do we resolve disputes?

 

a. Both parties will try to resolve any dispute amicably. If they are unable to do so, the courts of Brussels will have exclusive jurisdiction to settle any dispute related to these Conditions.

b. These Conditions are governed by the law of Belgium.