Terms and conditions of sale

Courtesy translation. This English text is provided for convenience only. In accordance with Article 18, the French version prevails in the event of any divergence of interpretation.

These general terms govern all offers, engagements, agreements and services entered into by pH neutre SRL (the “Provider”) with its clients (the “Client”).

Article 1 — Scope and enforceability

1.1. These general terms govern all offers, engagements, agreements and services entered into by the Provider with its clients in the fields of strategic, commercial, marketing and entrepreneurial advisory. They form an integral part of every offer or agreement. The Client is deemed to have read them and to have accepted all their clauses without reservation, unless otherwise expressly agreed in writing.

1.2. The Client’s own purchase or sale conditions, whether different, broader or narrower, are not enforceable against the Provider, even where communicated after these terms and absent any objection from the Provider.

1.3. Any special conditions agreed with the Client are strictly limited to the engagement or transaction they address and are to be interpreted narrowly. In the event of conflict, written special conditions prevail over these general terms.

Article 2 — Offer and formation of the contract

2.1. Offers, quotations and engagement proposals issued by the Provider are made without obligation or commitment. They bind the Provider only after written acceptance by the Client and confirmation by the Provider.

2.2. Acceptance of the offer by the Client, whether by signature, written order, email or any accepted commencement of performance, constitutes full and unreserved adherence to the contract and to these general terms.

2.3. Unless otherwise stated in the offer, all offers are valid for one month from their date of issue.

Article 3 — Commercial documents

Prices, rates, texts, presentations, methodologies, examples, duration estimates and information appearing in the Provider’s catalogues, brochures, websites and commercial documents are given for guidance only and may under no circumstances be regarded as contractual or as constituting an undertaking as to results.

Article 4 — Nature of the services: best-efforts obligation

4.1. The Provider’s services consist primarily of advisory, support, analysis, recommendation and assistance services of a strategic, commercial, marketing and entrepreneurial nature. The exact scope of the engagement is defined in the offer or in the specific agreement.

4.2. The Provider is bound by a best-efforts obligation and not by an obligation to achieve a given result. It undertakes to perform its services diligently, professionally and in accordance with the applicable standards of the profession, without guaranteeing any commercial, financial, economic or growth outcome, which depend on numerous factors external to and specific to the Client.

4.3. The Provider is free to organise performance of the engagement as it sees fit and may call on employees or subcontractors of its choosing, under its own responsibility, without this altering the extent of its undertakings.

4.4. Reports, analyses, presentations, plans and recommendations delivered to the Client constitute opinions and decision-support tools. Management decisions and their implementation remain the sole responsibility of the Client.

Article 5 — The Client’s obligations and cooperation

5.1. Proper performance of the engagement requires the Client’s active and good-faith cooperation. The Client undertakes to provide the Provider in good time with all necessary information, data, documents and access, and to appoint a contact person holding the required decision-making authority.

5.2. The Client warrants the accuracy, truthfulness and completeness of the information and documents provided. The Provider may not be held liable for the consequences of information that is incorrect, incomplete or communicated late by the Client.

5.3. Any delay, failure or lack of cooperation on the Client’s part suspends the performance deadlines accordingly and may give rise to a revision of the price and/or the schedule, without prejudice to the Provider’s right to invoice services already rendered.

Article 6 — Prices and applicable rates

6.1. Services are invoiced at the rate agreed in the offer, either on a fixed-fee basis or on a time-spent basis using the hourly or daily rates in force at the time of performance. Unless stated otherwise, prices are exclusive of VAT and of expenses.

6.2. Expenses incurred in connection with the engagement (in particular travel, accommodation, third-party costs and specific subcontracting) are, unless otherwise agreed, borne by the Client and invoiced in addition, against supporting documents or according to the agreed scale.

6.3. Any additional service, extension of the engagement or request falling outside the scope initially agreed shall be subject to prior agreement and separate invoicing.

Article 7 — Invoicing and payment

7.1. Unless otherwise agreed, all invoices are payable in euros, at the Provider’s registered office, in cash and without discount, within eight (8) days of their issue. The Provider may request payment of a deposit or of provisions, as well as interim invoicing based on the progress of the engagement.

7.2. Any claim or dispute relating to an invoice must be notified to the Provider in writing within eight (8) days of its receipt, failing which the invoice is deemed definitively accepted and may no longer be contested.

7.3. Any failure to pay on the due date entitles the Provider, automatically and without notice, to suspend performance of any current or subsequent service and to withhold any deliverable or document until the amounts due are paid in full, without the Client being entitled to claim any compensation on that account.

7.4. In the event of non-payment of any invoice on the due date, the Client shall owe the Provider, automatically and without prior formal notice, late-payment interest at the rate of 10% per annum, calculated from the due date until full payment. In respect of professional clients, the Provider reserves the right to apply the interest rate provided for by the Belgian Act of 2 August 2002 on combating late payment in commercial transactions where this is more favourable to it.

7.5. Any invoice unpaid on the due date shall further give rise, automatically and without formal notice, to a lump-sum indemnity equal to 15% of the total amount remaining due in principal, interest and costs, with a minimum of EUR 250 per invoice, as a penalty clause and compensation for the loss resulting from the late payment.

7.6. In the event of judicial or extrajudicial recovery of any invoice, the Client shall further owe all reasonable recovery costs, including legal and advisory fees, formal-notice costs and internal administrative costs, exceeding the amount of the lump-sum indemnity referred to above.

7.7. Non-payment of a single invoice on its due date renders immediately payable, automatically, all other invoices and receivables of the Provider against the Client, even those not yet due. The Provider is further authorised to set off, automatically, any sum owed to the Client against any sum the latter still owes.

Article 8 — Performance deadlines

8.1. Unless expressly agreed otherwise, the deadlines indicated in offers for performance of the engagement are indicative only. They begin to run only from receipt of a valid and complete order, payment of any agreed deposit, and communication by the Client of all data and access required for the proper performance of the engagement.

8.2. Under no circumstances may the overrun of an indicative deadline give rise to termination of the contract by the Client, to the payment of damages, or to refusal or suspension of payment for the services rendered.

Article 9 — Term, termination and non-performance

The contract ends in any of the following cases:

by joint written agreement of the parties to that effect;
on completion of the engagement or expiry of the agreed term;
where one party fails to comply with any of its essential obligations and does not remedy that failure within eight (8) days of receipt of a formal notice that has remained without effect;
in the event of bankruptcy, judicial reorganisation, insolvency, dissolution or cessation of business of either party.

In the event of termination attributable to the Client or of early termination of the engagement at the Client’s initiative, the services already performed and the expenses incurred remain payable in full, without prejudice to the Provider’s right to claim compensation for its loss.

Article 10 — Confidentiality

10.1. Each party undertakes to preserve the confidentiality of information and documents of any nature of which it becomes aware in connection with the engagement, and not to disclose them to third parties or use them for purposes other than performance of the contract.

10.2. This obligation does not apply to information that has entered the public domain, nor to information whose disclosure is required by a legal provision or by a judicial or administrative decision. It survives for three (3) years after the end of the engagement.

Article 11 — Intellectual property

11.1. The methodologies, tools, models, know-how, materials and documents pre-existing or developed by the Provider in the course of its activities remain its exclusive property. The Client acquires no intellectual property rights over them.

11.2. Deliverables produced specifically for the Client in connection with the engagement are assigned to it, to the extent required by the engagement, only after full payment of the price. Until payment in full, the Client may not reproduce, communicate to third parties or exploit those deliverables without the Provider’s prior written consent.

11.3. The Client shall refrain from reproducing, imitating or counterfeiting the Provider’s methods, tools and materials, or from allowing a third party to do so.

Article 12 — Protection of personal data

In performing the engagement, each party complies with the applicable personal-data protection rules, in particular Regulation (EU) 2016/679 (GDPR) and the Belgian Act of 30 July 2018. The Client’s data are processed solely for the purposes of performing the contract, managing the commercial relationship and complying with the Provider’s legal obligations. Where applicable, the parties conclude a separate data-processing agreement compliant with Article 28 GDPR. The arrangements applicable to this website are set out in the legal notice.

Article 13 — Claims and liability

13.1. Any claim relating to a service, a deliverable or a report must, to be admissible, be made in writing and with reasons within eight (8) days of delivery or of discovery of the fact giving rise to it. Failing this, the service is deemed accepted without reservation.

13.2. The following give rise to no claim against, and no liability of, the Provider, in particular:

the consequences of information, data or instructions that are incorrect, incomplete or provided late by the Client;
management, commercial or investment decisions taken by the Client, including on the basis of the Provider’s recommendations;
damage caused by force majeure, fortuitous event, the act of a third party or the act of the Client;
use, modification or exploitation of the deliverables otherwise than in accordance with the Provider’s recommendations or with normal professional use;
any intentional act or fault committed by any person whatsoever, including the Client or its staff.

Article 14 — Limitation of liability

14.1. The Provider’s liability is limited to direct and foreseeable damage resulting from proven fault in the performance of its services. All indirect or intangible damage is excluded, such as loss of profit, turnover, clientele, opportunity, reputation or data.

14.2. In any event, and save in cases of wilful misconduct or gross negligence, the Provider’s total liability, on all heads of damage combined, is limited to the amount of the fees actually received in respect of the engagement concerned or, where applicable, to the amount covered by its professional liability insurance.

14.3. The Client bears the adverse consequences of implementing the recommendations and of using the deliverables. Any liability action against the Provider is time-barred, on pain of foreclosure, one (1) year after the event giving rise to it.

Article 15 — Force majeure

Neither party may be considered in default where performance of its obligations, in whole or in part, is delayed or prevented by force majeure or a fortuitous event. The following are deemed to constitute such events: war, riots, strikes, lock-outs, epidemics, pandemics, natural disasters, fire, major breakdowns, failure of communication or energy networks, decisions of the authorities, and any external, unforeseeable and irresistible event rendering performance of an obligation impossible. The affected party shall inform the other as soon as possible. If the situation persists beyond three months, either party may terminate the contract without indemnity, services already performed remaining payable.

Article 16 — Severability

Any illegality, nullity or unenforceability of an article or paragraph (or part of an article or paragraph) of these general terms shall in no way affect the validity of the other articles or paragraphs, nor of the remainder of the article or paragraph concerned, unless a contrary intention is evident. The parties undertake, where applicable, to replace the invalid clause with a valid clause producing an equivalent economic effect.

Article 17 — Commercial references

Unless the Client objects in writing, the Provider is authorised to mention the Client’s name and logo as well as the general nature of the engagement carried out as a commercial reference, subject to the confidentiality obligation set out in Article 10.

Article 18 — Language

The Client’s non-receipt of the Provider’s general terms in its own language does not release it in any way from their application, any translation being available on request. In the event of a divergence of interpretation between language versions, the French version prevails.

Article 19 — Governing law and jurisdiction

19.1. This agreement is governed exclusively by Belgian law.

19.2. In the event of a dispute, the parties undertake to seek an amicable solution as a matter of priority.

19.3. Failing an amicable agreement, any dispute or litigation arising from the interpretation and/or performance of these terms or of the agreements to which they apply shall be subject to the exclusive jurisdiction of the courts of the judicial district of Brussels, without prejudice to the Provider’s right to bring proceedings before any other competent court.

pH neutre SRL — 12 rue du Monastère, 1000 Brussels. A signed copy of these terms is available on request at ph@phneutre.be.