General Conditions
for Esperity
Article 1 – Application
These general conditions apply to the contract the client places with Esperity, operating under Esperity bv, located Bd Brand Whitlock 108, 1200 Woluwe-Saint-Lambert, Brussels, Belgium, (VAT BE 0848.466.027, RPR Brussel). The client accepts these conditions simply by placing a contract with Esperity.
Esperity bv is also active under the brand name Patient Centrics.
Exceptions to these conditions, even if they appear on documents issued by the client or Esperity, are only enforceable if they are expressly accepted in writing by Esperity. In that case, these conditions remain applicable for all points where there is no express exception.
Article 2 – Undertaking
In view of the nature of the activities of Esperity regarding the project activities, Esperity can only undertake to perform the contract on the basis of the information provided by the client with the resources at its disposal and to the best of its abilities. Esperity is only liable for any obvious professional misconduct that it commits. If the proposed budget does not allow for a reliable result, the client will be informed and must decide whether to pursue the activities with an additional, jointly determined budget.
Article 3 – Start of the performance of the Contract
These general conditions apply to the contract the client places with Esperity, operating under Esperity sprl. The client accepts these conditions simply by placing a contract with Esperity.
Exceptions to these conditions are only enforceable if expressly accepted in writing by Esperity. These conditions remain applicable where no express exception applies.
Article 4 – Time for Completion
Given the nature of Esperity’s activities and the frequent interactions required with the client or third parties, the completion time is indicative only. It is not binding and cannot give rise to compensation.
Article 5 – Invoicing
Unless expressly agreed otherwise, services are invoiced at the agreed frequency and include any down-payments or settlements for the period in question. Invoices may include an itemisation of services and costs upon request. The client cannot delay payment by waiting for contract completion.
Article 6 – Payment
Invoices are payable “30 days end of month”, without discount or cost for Esperity, including VAT. In case of non-payment, interest will apply automatically from the following day at the ECB reference rate plus 8%. Esperity is also entitled to compensation for collection costs.
All taxes, levies, and costs related to the sale are borne by the client.
Article 7 – Financial Guarantees
If the client’s creditworthiness is compromised, Esperity may demand guarantees. If the client cannot provide them, Esperity may cancel the contract without notice.
Article 8 – Claims and Liability
Claims must be submitted in writing within 10 days after service. Otherwise, services are deemed accepted. For non-force majeure failings, Esperity will rectify issues if notified within the deadline. Esperity is not liable for result usage and owes no further compensation.
Article 9 – Products made available by the Client
Products must be accurately identified upon arrival. Esperity is not liable for damage to these products. If return is not agreed in advance, products will be held for up to three months, and unplanned returns will be charged to the client.
Article 10 – Shipment of Goods
Goods are shipped at the client’s risk, even in case of free delivery. The client must contact the carrier in case of damage or loss.
Article 11 – Grounds for Exemption
Events such as labour conflicts, fires, embargoes, and shortages beyond the parties’ control are grounds for exemption. Parties must inform each other of their commencement and cessation. Liability is waived during such events.
Article 12 – Intellectual Property Rights
The client retains IP rights related to specific products and processes. They guarantee all shared materials are free from third-party claims. General knowledge IP remains with Esperity. Result-related IP transfers to the client only after full payment.
Article 13 – Confidentiality
Esperity commits to confidentiality and only shares information with essential parties under the same obligation. Information may not be used beyond the contract. Offers, reports, and records must not be disclosed by the client. Publication by Esperity requires prior written consent, and only anonymized data can be shared.
Article 14 – Early Termination
The client may terminate the contract early with compensation for incurred costs and lost income.
Article 15 – Invalidity
Invalidity of a clause does not affect the validity of the remaining clauses.
Article 16 – Applicable Law and Jurisdiction
Belgian law governs the contracts. Disputes are subject to the jurisdiction of the courts at Esperity’s registered office.
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Bd Brand Whitlock 108, 1200 Woluwe-Saint-Lambert, Belgium