General Terms & Conditions
Version January 2024
1. Introduction
These general terms and conditions of sale are an integral part of the agreement between the parties. They are communicated with each quote and invoice. Changes can only be made in writing with the agreement of QLE Group BV. If due to circumstances only an invoice is drawn up, these general conditions apply unless a written objection is made within 8 days starting from the invoice date.
2. Origin of the agreement
These terms and conditions of sale are an integral and unconditional part of the agreement between the parties and apply ne varietur when signing the agreement in addition to other terms and conditions of sale.
3. Order and obligations
QLE Group BV undertakes to provide advice and services to clients in the medical device sector. QLE Group BV will carry out the assignment to the best of its knowledge and ability, with the care that can reasonably be expected of a service provider. Only in this sense shall the service be considered an obligation to achieve a result.
The validity of a proposal is 60 days from the proposal date.
4. Place of service
The services by QLE Group BV are performed at the address communicated by the Client, to which access is ensured by the Client, unless the services can be performed in QLE Group BV's offices.
5. Order
Any order that is transferred to us will only be considered accepted after our written confirmation.
The Client has the right to make changes during the performance of the assignment, to request additional work and/or to demand a revision or modification of work to be performed, when the following conditions are met:
Ø The Client will first notify QLE Group BV in writing of any request or intention to change.
Ø QLE Group BV will inform the Client in writing as soon as possible about the consequences of the requested change, as well as of the associated additional compensation to QLE Group BV and the timelines for the execution of the assignment.
Ø As long as QLE Group BV did not receive the explicit written approval by the Client regarding the order for modification as well as the additional compensation and timelines, QLE Group BV is not obliged to carry out the changes. If no agreement is reached between the Parties, QLE Group BV is entitled to carry out the original assignment.
6. Complaints
Complaints must be reported to QLE Group BV by registered letter within eight days starting from the invoice date, after which a complaint is neither inadmissible nor valid.
When the agreement is cancelled by the Client, except in force majeure, the agreed price is due to QLE Group BV.
7. Terms
The stated implementation terms are purely indicative (estimations). Exceeding these terms can under no circumstances be considered as a contractual error by QLE Group BV, nor give rise to cancellation of the agreement nor a fine and/or compensation.
In the event of a delay due to force majeure, QLE Group BV will be relieved of any liability.
8. Intellectual Property
The copyright and other intellectual property rights in work products that QLE Group BV generates for the Client vest in QLE Group BV, although the Client have the right to use such work products for the purposes for which they were provided. Unless otherwise expressly agreed, no document or other work product generated by QLE Group BV may be generally circulated or used for marketing purposes.
Except for QLE Group BV’s Intellectual Property, the Client explicitly accepts that QLE Group BV shall retain title to any Deliverables until full payment has been received by us of all amounts due in accordance with an Agreement between the Client and QLE Group BV.
9. Confidentiality
During the term of the agreement and after termination thereof, QLE Group BV will, subject to the agreement of the Client, consider all Confidential Information obtained from the Client and from third parties in the context of the execution of the Assignment as confidential, and will not notify this information to third parties unless QLE Group BV would be obliged to do so by virtue of legal, regulatory or deontological rules.
QLE Group BV takes all necessary measures to ensure that its employees and subcontractors, if any, are bound by the same obligation of confidentiality.
10. Fees and expenses
By default, QLE Group BV charges for the time spent on the matter. The current hourly rates may be explained and accounted for upon acceptance of a project.
Our fees are normally determined on the basis of number of factors e.g. (i) the time spent on the matter; (ii) the type of complexity; (iii) the knowledge, skills, experience required; (iv) your benefit through our work. Our hourly rates may be subject to revisions during the current time of engagement.
QLE Group BV has the unilateral right to increase its Fees including the hourly rates on an annual basis, or as minimum with an amount that corresponds to any changes in the Producer Price Index (PPI) and Services Producer Price Index (SPPI) as maintained by the National Bank of Belgium (NBB) and Statistics Belgium (Statbel)
11. Payment
The services performed by QLE Group BV are payable by the Client at the registered office of QLE Group BV thirty (30) days from the date of the invoice.
If no payment is obtained or if payment is not performed by the due date, it is explicitly agreed that, without prior notice of default, a flat-rate and irreducible increase by the Client is due, at the rate of 15% of the invoice amount with a minimum of 250€. In addition, without further notice, an interest at the rate of 1% per month on the invoice amount is due from the due date until the day of full payment.
Recovery costs (e.g. - not exhaustive - exchange costs, currency conversion, bank and return costs) are borne by the Client. Any separate agreement e.g. deferral of exchange or assignment of debt does not imply debt renewal.
Unless explicitly stipulated, travel costs, transport and insurance costs are not included in QLE Group BV’s fees.
If, after the signed agreement and before the assignment has been fully executed, the market conditions change or the content or the execution period of the assignment has changed or has been changed or extended by the Client or a third party, thereby compromising the profitability of the assignment, QLE Group BV is entitled to revise the price or rate and this will be communicated to the client prior to further execution.
12. Liability
QLE Group BV’s liability for any loss or damage suffered by the Client as a result of our fault or negligence shall be explicitly limited to 250,000€ (incl VAT), subject to an exemption of 2,500€ (incl VAT) and explicitly limited to this amount.
QLE Group BV’s liability will be reduced by any amount that may be obtained under any insurance maintained by or for the Client or under any contract or indemnity to which the Client is a party or a beneficiary.
If QLE Group BV, as one of several advisers, is liable for damage caused to the Client, QLE Group BV is not liable for a greater proportion of the total sum than QLE Group BV’s proportion of the total fee.
As stated in Clause 10 below, other advisers and professionals shall be deemed to be independent of QLE Group BV (irrespective of whether QLE Group BV has engaged them or if the Client has engaged them directly). Hence, QLE Group BV assumes no liability for other advisers or professionals, including, without limitation, for choosing or recommending them or for their advice or other services provided. This applies regardless of whether they report to QLE Group BV or to the Client.
Notwithstanding anything else herein, in no event will QLE Group BV be responsible for lost profits, lost revenues, or consequential, incidental or special damages. This provision survives termination or expiration of any agreements, between QLE Group BV and the Client, continuing to limit liability.
13. Subcontracting
QLE Group BV is entitled to subcontract all or part of its obligations arising from the underlying agreement to third parties and QLE Group BV is only obliged to inform the Client of this.
If we instruct, engage and/or work together with other advisers or third parties, any such advisers will be considered to be independent of us and we assume no responsibility or liability for recommending them to you or for advice given by them, unless we specifically agree otherwise. We do not accept responsibility for fees or expenses charged by such advisers. Any authority to instruct advisers includes authority to accept a limitation of liability on your behalf.
14. Non-solicitation
The Client commits, during the duration of the assignment and until 2 years after termination of the assignment, to not recruit contractually, directly, indirectly or by other means QLE Group BV’ personnel. Each infringement of this clause gives rise to an immediately due and payable compensation of 25.000€ to QLE Group BV, unless higher costs can be proven by QLE Group BV.
The names of QLE Group BV’ personnel can be retrieved from QLE Group BV’ timesheets.
15. Disputes
For all disputes between the parties, the Courts of Brussels, Belgium has jurisdiction, unless QLE Group BV chooses to bring the dispute before the Court of the Client’s place of residence or to submit it to an arbitration. Belgian law shall apply in all cases.
