General Terms & Conditions

General Terms & Conditions

last update: 11 March 2025 - version 1

These are the general terms and conditions (hereinafter: "T&Cs") of Outbeamz bv with registered office at Tiensesteenweg 49, B-3390 Tielt-Winge (Belgium) and with enterprise number 1019.922.534 – VAT number BE1019.922.534 (RPR Leuven) - , whose trade name is Enimaxe (hereinafter: "ENIMAXE"). 

1. Applicability

These T&Cs apply to every offer and every agreement concluded in relation to the services we offer to professional clients who have a VAT number (hereinafter: the "Client"). 

These T&Cs apply to the exclusion of the Client's general terms and conditions, unless the parties agree otherwise and in writing. 

In addition to these T&Cs, additional terms and conditions may apply to certain services if explicitly indicated in the quotation. Should there be a contradiction between the quotation and these T&Cs, the provisions of the quotation shall prevail over the T&Cs, unless otherwise specified. 

2. Offer and quotation

We provide strategic consultancy services supporting healthcare innovation. 

The details of our services, including applicable prices and VAT, are outlined in the quotation.

Our quotations are purely indicative and non-binding and lapse if not accepted by the Client within 14 calendar days after receival. Quotations are not legally binding until signed and returned to us by the Client. 

The quotation is carefully prepared based on the information provided by the Client. If additional information is provided by the Client or other parties after ENIMAXE has sent the quotation, resulting in the need for additional services, these additional services are not included in the agreement. In this case, ENIMAXE can decide to make a new or additional quotation or to provide the additional services on an hourly basis, if this was agreed in the quotation.

3. Duration, cancellation and termination 

If a fixed-price quotation has been approved by the Client, that quotation cannot be canceled except upon payment of 100% of the fees due to ENIMAXE based on the quotation approved by the Client and any additional costs incurred after approval by the Client. 

If an agreement has been concluded with the Client for an indefinite period, the agreement can be terminated by either party at any time with a notice period of 1 month, starting from the month following the month in which the notice was sent. 

If a fixed-term contract has been concluded with the Client, the contract may not be terminated prematurely, except by payment of compensation equal to the amount not yet invoiced for the remaining term of the contract. 

4. Invoices and payment

Invoices will be sent on a monthly basis, unless otherwise stated in the quotation.

All invoices are payable within 14 days of the invoice date including VAT to the bank account of Outbeamz BV, stating the reference. 

Failure to pay an invoice on the due date shall give rise, without prior notice of default, to interest at the rate of 1% per month commenced and additional damages at the rate of 10% of the invoice amount, with a minimum of 75 EUR, without prejudice to legal and other costs and damages. In the event of (partial) non-payment of even one invoice, all outstanding amounts, including those not yet due, shall become immediately due and payable. 

Any objections to invoices must be submitted in writing within five (5) calendar days of receipt, clearly stating the reasons for the dispute. However, the Client remains obligated to pay the undisputed portion of the invoice by the due date, regardless of any objections raised.

The services shall be invoiced at the agreed frequency and may include any down-payments if specified in the quotation. Upon request, the invoice can be accompanied by a detailed breakdown of services rendered and associated costs. 

5. Intellectual Property

The intellectual property rights to our ideas, concepts, developments, programmes, trainings, publications and any other work belong exclusively to ENIMAXE and Outbeamz BV. The Client shall notify ENIMAXE without delay of any infringement by third parties of our intellectual property rights of which he is aware. 

When performing our services, the Client acquires the temporary right to use the documents ENIMAXE makes available regarding the services under the agreement, exclusively for internal use and for the duration of the agreement. The Client is not allowed to further distribute, disclose, commercialise, adapt and/or translate these documents without our express and prior written consent.  

If the Client provides ENIMAXE with any materials protected by intellectual property rights, the Client guarantees that they have the necessary rights to do so. The Client shall indemnify, defend, and hold ENIMAXE harmless from any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from third-party claims related to intellectual property rights associated with the provided materials.

6. Warranties

We agree to perform our services, which are considered resource commitments, in a professional manner, with all reasonable skill and care, in accordance with relevant standards and requirements known in the industry and in compliance with these T&Cs and all applicable laws. 

The Client acknowledges and accepts that the outcome and results of ENIMAXE’s services depend entirely on the Client’s own capabilities, efforts, and performance. 

We can only commit to providing the services outlined in the quotation based on the information supplied by the Client and the timely availability of the necessary resources and/or (additional) information and/or documents.

7. Liability 

We will not be liable for any direct or indirect damages for which we have not expressly stated our liability in these T&Cs. 

We assume no liability for services provided by third parties. When we refer to specialized parties, we are not involved in the agreement between the Client and that third party.

We shall never be liable for any indirect and/or consequential damages, such as loss of sales or profits, increase in operating costs, loss of clientele by the Client or third parties in relation to the Client. 

In any event, our total liability shall always be limited to direct damages and shall never exceed the price paid by the Client to us for the Services directly giving rise to the claim. Any claim for compensation for extra-contractual liability is always excluded within the limits of the law.. Any claim for compensation for extra-contractual liability is always excluded within the limits of the law.

The Client expressly waives the application of Art. 6.3. of the new belgian Civil Code on the extra-contractual liability of auxiliary persons, except in the case of claims for compensation for damage caused by impairment of physical or psychological integrity or by intent.

8. Force majeure 

Force majeure is any of the following events: natural disasters, armed conflicts, social unrest, disease and epidemic, power and telecommunication interruptions, economic factors (such as delivery delays), accidents (such as fire, explosion, machinery breakdown) and government intervention.  

The affected party shall inform the other party of the force majeure situation as soon as possible and no later than 2 working days after becoming aware of it and provide proof thereof.  

The party invoking force majeure cannot be held contractually or extra-contractually liable for non-performance of its commitments for the duration of the force majeure. If this duration exceeds 2 months, both parties are entitled to dissolve the contract. 

9. Confidentiality

ENIMAXE commits to maintaining the strictest confidentiality regarding any confidential information, including business secrets or proprietary information of the Client, its clients, or third parties, which it acquires in the course of performing its services. 

ENIMAXE will not publish any information provided by the Client or divulge it to third parties. When performing the agreement entrusted to it, ENIMAXE undertakes to involve only those individuals, partner organisations and subcontractors that are necessary for the execution of the assignment and will impose on them the same confidentiality requirement as stipulated herein. ENIMAXE will not use this information for any other purpose than the execution of the agreement.

Due to their confidential nature, the Client will not make public, share, divulge or otherwise make available to third parties any offers from ENIMAXE, reports, records and accompanying documentation arising in connection with the performance of the agreement. The Client will only apply said offers, reports, records and accompanying documentation for internal use. The Client will take all reasonable precautions to prevent any publication or unauthorised use.

ENIMAXE is permitted, subject to the Client's prior express written consent, to disclose information regarding the execution of the agreement. This may include sharing such information in newsletters or other reports, provided that no client-specific data is revealed and no confidential information can be inferred.

The confidentiality obligation does not apply in the following cases: (i) Information that becomes publicly available through no fault or negligence of ENIMAXE or the Client; (ii) Information that ENIMAXE or the Client is required to disclose due to a court order or arbitration decision.

Upon completion of an assignment, ENIMAXE shall promptly return all confidential information to the Client or designated third parties, including the Client's customers, or destroy it upon the Client's request, within a reasonable timeframe.

10. Other provisions 

These T&Cs, together with any specific terms contained in our quotation, constitute the entire agreement between the Client and ENIMAXE with respect to the subject matter contained herein. 

If at any time any provision of these T&Cs shall be unlawful, void, or for any reason unenforceable in whole or in part, then that provision shall be deemed severable from these T&Cs and shall not affect the validity and enforceability of any remaining provisions. 

11. Applicable law and competent court 

Belgian law applies to all disputes related to or arising from our offers and/or agreements.  

Enimaxe and the Client agree to attempt in good faith and without delay to resolve any dispute or claim arising out of or relating to these T&Cs or to offer to resolve it by negotiation between them as soon as possible. If no resolution is reached within thirty (30) days after the complainant notifies the other party of the dispute, either party may bring the matter before the courts of the county in which Enimaxe has its principal place of business, which courts shall have exclusive jurisdiction.