STANDARD TERMS AND CONDITIONS OF SALE


Please read these Terms and Conditions carefully. 

All contracts that ERIMA sprl may enter into for the provision of Consultancy Services shall be governed by these Terms and Conditions.

SECTION 1: Definitions

In these general terms for consultancy the following are understood to mean:

  • “Agreement” means these terms and conditions and the acceptance of the proposal;
  • "Consultant": ERIMA sprl, with registered office at Avenue de Malmaison 43, 1410 Waterloo – BE 0839.102.854
  • "Client" & “Company”: Any natural or legal person, who places an order with ERIMA or requests a quotation from it, or who enters into an agreement with it, directly or via an authorized person who acts in name of and for the account of the client;
  • "Client Materials" means all works and materials supplied by or on behalf of the Client to ERIMA for incorporation into the deliverables or for some other use in connection with the Services;
  • "Consultancy": coaching, supervision, facilitation, training, advice and recommendations provided by ERIMA for the Client.
  • "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade − names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty − patents, utility models, semi-conductor topography rights and rights in designs)
  • "Contract" means a particular contract made under these Terms and Conditions between − ERIMA and the Client
  • "Services" means the consultancy services specified in Section 2 of the Terms and Conditions.

SECTION 2: Services & scope

2.1 The following terms & conditions are applicable to all quotations, assignments & order confirmations, and to any modifications of – or to the assignment, as well as to all deliveries, invoices and all agreements undertaken by ERIMA, unless ERIMA has declared its express, unambiguous and advance agreement to a different provision in writing.
2.2 ERIMA Consultants shall provide the Services in accordance with the standards of skills and care reasonably expected from a service provider in the Consulting & Coaching industry.
2.3 With the exception of special provisions, the information shown in the proposal (including presentations, brochures, etc.) of ERIMA, is solely indicative in nature, and is given merely for the purpose of further finalization in consultation with the client, with the aim to come to a final agreement. The proposal will consist of (i) a description of the assignment, (ii) if applicable, the various phases and, if the case may be, an indication of the periods of time within which the assignment/phases of the assignment must be executed, and; (iii) the price of the order/for each phase, including any price adjustments for long-term assignments, and any costs that would not
be included in the price. The order confirmation will be valid for thirty (30) calendar days from the date on which it is made.
2.4 The order confirmation will contain the entire proposal, as it will be executed against the price agreed between the parties; the modalities listed in the order confirmation are, together with these general conditions and any annexes, fully applicable to the assignment. The signature
of the order confirmation by the client, will constitute a valid agreement between the parties regarding the order confirmation, its annexes and these general terms and conditions, the latter being fully applicable to the order confirmation and its annexes. If no agreement is reached within thirty (30) calendar days from the date of the order confirmation, the order confirmation ceases
to be valid, and ERIMA will no longer be bound to what is provided therein. The client expressly waives any existing terms and conditions of his own, even if these should be defined as the only applicable conditions and/or had been presented in other communication between the parties. Any change or amendment to the present general terms and conditions must be expressly agreed
in writing.
2.5 If the Client has had knowledge of the present terms and conditions in relation to a written quotation or an order confirmation, he will not be able to challenge the applicability of these in relation to any verbally given quotations and /or order confirmations of a later date.
2.6 Administrative Tasks: Our mission is to make in-depths diagnostics, debrief specific personality profiles, provide executive coaching and coaching supervision , deliver/facilitate impactful events, and design & deliver adult trainings. This proposal does not take into account
any support being given from an administrative/logistical standpoint. We expect our client to take
this responsibility. This means: contracting with suppliers, organizing all necessary meetings & interviews invitations, coordinating the various potential external suppliers, etc. Should the client wish ERIMA to provide logistical support, including project and change management activities, it should be made clear in the briefing part and it shall be expressly included in the proposal.

SECTION 3: Information

3.1 ERIMA provides the services within the limits set by the information supplied by the Client and his representatives or partners. In doing so, ERIMA is entitled to rely on the accuracy and completeness of the information provided by the Client. ERIMA cannot be held liable for the incorrect performance of the services if such incorrect performance was caused by incorrect, incomplete or late supply of information by the Client and/or his representatives or partners.

SECTION 4: Prices & invoicing

4.1 The services will be provided at the prices set forth in the proposal. All prices are expressed in Euros and are VAT excluded. Any discount granted will be a one-off and does not grant any right to any future entitlement. Unless stipulated otherwise in the proposal.

4.3 Unless expressly provided otherwise in the proposal, all internal costs and costs of subcontractors are included in the shown prices. Transfer and travel costs or/and any of the accommodation costs outside Belgium are not included and are only estimated in the shown prices.

4.4 Assignments that have been agreed with the client will be executed in phases, as set out in the proposal. Save any express agreement to the contrary, the client shall make an advance payment of 50% of the total price of the requested assignment, as documented in the proposal, and by the date determined in the proposal. Concurrently with the confirmation of his agreement with the proposal, the client must present all necessary information and, in particular, his references (PO number, etc..), so that ERIMA can invoice the client for the advance payment.

4.5 All invoices submitted by ERIMA in accordance with this agreement shall be paid within 30 days as of the date of invoice. Any invoice amount which has not been paid by its due date and which is not subject to a bona fide dispute will immediately and without notice accrue late payment interests at one (1) per cent per month. ERIMA will be entitled to pass on all administrative costs and costs incurred by ERIMA for the recovery of all outstanding amounts and any other damage ERIMA has suffered as a result of this default with a minimum of ten per cent (10%) of the outstanding amount or 100 EUR, whichever amount is the highest. Without prejudice to any other rights ERIMA has the right to suspend its services/terminate the agreement automatically and without prior intervention of a court in the event of non-payment of any undisputed outstanding amounts and/or any amounts disputed on unreasonable grounds. All consequences resulting from the suspension of the services and/or termination agreement on the grounds of non-payment are at the Client’s risk and expense. During this suspension, the fees are still due.

SECTION 5: Warranties

5.1 ERIMA warrants to the Client that:
(a) ERIMA has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;
(b) ERIMA will comply with all applicable legal and regulatory requirements applying to the exercise of the Consultant's rights and the fulfilment of the Consultant's obligations under these Terms and Conditions; and
(c) ERIMA has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
5.2The Client warrants to ERIMA that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.
5.3All of the parties' warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions, no other warranties or representations will be implied into the Contract and no other warranties or representations relating to the subject matter of the Contract will be implied into any other contract.

SECTION 6: Cancellation and/or Postponement policy

6.1Unless expressly provided otherwise in the proposal, ERIMA reserves the right to charge the following fees for cancellation or postponement by Company of pre-booked consulting days:

  • within 2 weeks of date booked: 75% of fee due
  • between 3 and 4 weeks of date booked: 50% of fee due
  •  between 5 and 6 weeks of date booked: 35% of fee due
  • between 7 and 8 weeks of date booked: 25% of fee due
  • More than 2 months of date booked: 15% of fee due
    6.2 The consulting days will only be booked once the offer is approved by Client. The timeline/timing mentioned in the proposal are indicative only.
    6.3 For executive coaching and coaching supervision sessions booked for max 2 hrs, and unless expressly provided otherwise in the proposal, a 48hrs notice is required.

SECTION 7: Confidentiality

7.1 Both the Client and ERIMA will each appoint one or more contact persons. Any request for information and/or supply of information must only take place through the intermediary of these persons. Parties undertake not to communicate any confidential information they have access to under this agreement to third parties, not to use this information for other purposes than the performance of the agreement and to communicate such information only to employees, appointed persons and representatives as far as necessary for the performance of this agreement provided that such parties are bound by obligations of confidentiality substantially similar to the terms of this agreement. ERIMA will take all the necessary security measures to ensure the confidentiality of these data.

7.2 This confidentiality obligation will apply for the full duration of the agreement and for three years after its termination, unless agreed to the contrary in writing.
7.3 The parties undertake not to effect any external communication concerning the research or the results of it (e.g. press release, interview, newsletter...) without the other party’s prior, express consent.

SECTION 8: Intellectual property

8.1 Each Party shall respect all Intellectual Property Rights of the other Party or any third party. Nothing in this Agreement may be interpreted or construed as a transfer of intellectual property rights from one Party to the other Party. It is prohibited to alienate, pledge or transfer to third parties the intellectual property rights of a Party without that Party’s express consent.

8.2 All proprietary rights remain with ERIMA, including intellectual property rights (including copyrights) to all components, tangible and/or intangible, that are realized by ERIMA itself, or on behalf of ERIMA by its subcontractors, within the context of the assignments for the client, also with regard to the know-how, study models, research methods, surveys, applied methodology, statistical techniques, etc..., used or applied by ERIMA. The client can thus not under any circumstances use/alter the whole of or part of the abovementioned components, or grant third parties any rights to them without ERIMA’s prior and express written consent.

8.3The client expressly gives ERIMA its consent to reproduce and publicize its trading name, company name, trademarks and logos on its website and in company presentations, so that ERIMA’s activities can be promoted amongst – and explained to – its clients and prospects. The client may use ERIMA’s trading name (aka “Marie Zaiti” or “Aimset”), company name, trademarks and logos unless expressly prohibited by ERIMA.

SECTION 9: Liability

9.1 The consultant strives to the best of her ability to achieve the desired result with the consultancy services she provides, but will not give any guarantee of this. The consultant does not accept any liability whatsoever, for any direct or indirect damage, whatever form that takes and for whatever reason, which arises from the consultancy, except in cases of intent or deception. The client indemnifies the consultant against all claims from third parties in this matter, except in the case of intent or gross negligence on the part of the consultant.

9.2 If the client does not fulfil any obligations upon him arising out of the agreement entered into with the consultant or any agreement connected with that, properly or on time, the consultant is not liable to pay any compensation whatsoever with respect to the agreement and all the consultant's liabilities under the terms of the agreement are cancelled.

9.3 The consultant is not liable for: - infringement of patents, licenses and/or other rights of third parties as a consequence of the use of information provided by or on behalf of the client; - damage or loss, whatever the cause, of raw materials, semi-finished goods, models, tools, information, premises, etc. which are made available by the client.

9.4 The client indemnifies the consultant, its staff and any third parties engaged by the consultant in connection with the order or agreement, against all claims by third parties for direct or indirect damage arising out of the consultancy, for which the consultant has not specifically accepted liability in these terms.

9.5 The consultant is not liable for any direct or indirect damage for which it has not specifically accepted liability in these terms.

9.10 The Client acknowledges and agrees that any claim or recourse arising from or in connection with this agreement shall be exclusively directed towards the consultant's company ERIMA. The contracting party hereby waives any right to initiate any action, claim, or proceeding against any director, officer, or agent of ERIMA personally. This waiver includes, but is not limited to, claims based on negligence, misrepresentation, or breach of duty by any director, officer, or agent in the performance of their duties. The client further agrees to indemnify and hold harmless the directors, officers, and agents of ERIMA  from any third-party claims arising out of or related to this agreement.


SECTION 10: Force Majeure Event

10.1 Neither Party shall be liable to the other for delay or non-performance of its obligations under this agreement to the extent that this is due to a force majeure event. Examples of force majeure events are: war, rebellion, riots, explosions, strike or social conflicts, defects in the other party’s equipment or defects in telecommunications and IT equipment of third parties, third party provider terminating the agreement with ERIMA with immediate effect without such termination being caused by a material breach of ERIMA, or severe long-term illness/incapacity of the appointed consultant. If any force majeure event prevents a Party from fulfilling its obligations under this agreement for a continuous period of more than three (3) months, the other Party may terminate this agreement without compensation.

SECTION 11: Applicable law and place of jurisdiction

11.1 This agreement will be subject to Belgian law.
11.2 All disputes connected with the validity, interpretation or implementation of this agreement will fall within the exclusive jurisdiction of the competent courts of the Judicial District of Nivelles (Belgium).