General Terms and Conditions of Services
Actigence Management Consulting BV
Tervuren, Belgium
VAT BE 0799.124.206 · RPM Louvain (RPR Leuven)
[email protected]
Version of 9 July 2026. Updates apply only to Engagements concluded after their publication.
These terms and conditions apply to all our consulting engagements; the Engagement Letter describes your project.
1. Purpose, definitions and scope
1.1. These general terms and conditions govern the management consulting services provided by Actigence Management Consulting BV ("Actigence", "we"): organisational transformation, strategy and organisation consulting, executive coaching, programme leadership and support, and any related services.
In these terms and conditions: the "Client" means the business that orders the services; the "Engagement" means all the agreed services; the "Engagement Letter" means the accepted proposal or signed letter describing the scope, deliverables, timeline and fees.
1.2. Our services are intended exclusively for business clients (B2B).
1.3. These terms and conditions accompany every proposal; the Client acknowledges having received and accepted them no later than the conclusion of the contract. They prevail over the Client's purchasing terms, unless we expressly agree otherwise in writing. In the event of any conflict, the Engagement Letter prevails.
1.4. Where the Engagement is concluded through a contractual partner of the Client (a consulting firm, purchasing body or intermediary), the specific terms of that contract prevail and these terms and conditions apply on a supplementary basis.
2. Proposals and conclusion of the contract
Our proposals are valid for thirty calendar days unless otherwise stated. The Engagement is concluded by signing the Engagement Letter, by written acceptance of our proposal (including by e-mail) or by any commencement of performance requested by the Client.
3. Nature of our undertakings
3.1. Our services entail a best-efforts obligation (obligation de moyens). Our analyses and recommendations are prepared with professional rigour; decisions, their implementation and their effects are the sole responsibility of the Client, and we do not act in the place of its decision-making bodies.
3.2. We rely primarily on the data, documents and statements provided by the Client and its advisers, with no obligation to independently verify their accuracy or completeness. The Client warrants that it is authorised to disclose them to us and that their use for the Engagement infringes no third-party rights.
3.3. Our services do not constitute legal, tax, accounting, financial, medical or regulatory advice. The Client relies on its own qualified advisers to determine the applicable legal and regulatory requirements and to ensure its compliance, including, where relevant, in matters of manufacturing, product release and pharmacovigilance.
4. Independence, partners and competitors
4.1. We act as an independent service provider, with no relationship of subordination. We may involve qualified partners or subcontractors in the Engagement, under our responsibility and bound by the same confidentiality undertakings.
4.2. The Client acknowledges that we may serve clients that are competitors or whose interests diverge from its own, in strict compliance with the confidentiality owed to each, without having to inform it. No Engagement entails exclusivity, save where expressly stipulated and remunerated in the Engagement Letter.
5. Client cooperation
The Client gives timely access to the necessary information, systems and contacts, and carries out approvals within reasonable timeframes. Any delay or failure attributable to the Client may result in an adjustment of the timeline and fees, after notification.
6. Fees, expenses and statements
6.1. Services are invoiced on a time-spent basis, at the daily rate agreed in the Engagement Letter, or on a fixed-fee basis where expressly agreed. Services of less than one day are invoiced at the hourly rate provided in the Engagement Letter or, failing that, pro rata to the daily rate.
6.2. Unless otherwise agreed, expenses incurred for the Engagement are not included in the fees and are re-invoiced at actual cost against supporting documents or in accordance with the agreed scales (in particular mileage allowance and overnight stays). For engagements of more than twelve months, the rates may be revised once a year upon thirty days' written notice.
6.3. Failing a written and reasoned objection within fifteen calendar days of their dispatch, statements of days worked are presumed accepted, subject to proof to the contrary; they serve as the basis for invoicing.
7. Invoicing, payment and disputes
7.1. Unless otherwise stated, services are invoiced monthly, in arrears. Invoices are payable by bank transfer to the account stated on the invoice, quoting the reference indicated, on the due date indicated (default: 45 days from the invoice date).
7.2. For VAT-registered clients established in another Member State of the European Union, VAT is payable by the customer (VAT reverse charge, art. 196, Directive 2006/112/EC).
7.3. Any late payment gives rise, as of right and without any notice of default, to:
- late-payment interest at the ECB reference rate increased by eight percentage points, rounded up to the next half percentage point (art. 5 of the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, as amended by the Act of 14 August 2021);
- fixed compensation of €40 for recovery costs;
- reasonable compensation for the other recovery costs incurred.
Any sum we owe the Client bears interest on the same terms. In the event of non-payment, we may suspend the services after written notice that has remained without effect for eight days, and our claims become immediately due and payable.
7.4. Failing a written and reasoned objection within fifteen calendar days of its receipt, an invoice is presumed accepted, subject to proof to the contrary. The undisputed portion remains due on the due date.
8. Cancellation, postponement and termination
8.1. Booked days cancelled or postponed by the Client at less than five working days' notice: invoiceable at 50%. At less than two working days' notice: at 100%, up to a maximum of five days. Cancellation is free of charge if the day is re-booked and worked within thirty days.
8.2. Either party may terminate an ongoing Engagement upon thirty days' written notice. Services performed until the end of the notice period and commitments made to third parties that cannot be cancelled remain due.
9. Confidentiality
9.1. Each party keeps confidential the non-public information received from the other, during the Engagement and for five years after its end; trade secrets remain protected without time limit. This does not cover information that is public, already lawfully known, independently developed, or whose disclosure is required by law or by an authority.
9.2. At the Client's written request, we return or destroy confidential information that is no longer necessary, subject to our legal record-keeping obligations.
10. References and communication
10.1. Neither party cites the name, brand or contribution of the other in any external communication (press releases, websites, proposal documents, regulatory filings, press, analysts) without the other's prior written consent. The Client undertakes to consider in good faith any request for a reference that we may make at the end of the Engagement.
10.2. Any external distribution of the deliverables by the Client is made without reference to Actigence and under its sole responsibility.
11. Intellectual property
11.1. Upon full payment of the fees, the Client acquires a non-exclusive, non-transferable internal-use licence over the deliverables prepared for it in connection with the Engagement.
11.2. Our methods, know-how, models, tools and materials, whether pre-existing the Engagement or developed on its occasion, remain our exclusive property and contain no confidential information of the Client. The Client shall not give third parties access to them, including its intermediaries and service providers, nor permit their reverse engineering; any deliverable disclosed to an authorised third party is purged of them beforehand.
11.3. We remain free to reuse the experience and general knowledge acquired, excluding any confidential information of the Client.
12. Deliverables
Deliverables are provided as is on their delivery date, without any express or implied warranty other than those mandatorily provided by law. Unless otherwise stipulated in the Engagement Letter, we provide neither maintenance nor updates; the Client is responsible for their final validation, their implementation and their operation in its environment.
13. Liability
13.1. Our liability is limited to proven direct damage and, across all claims combined, to the total fees invoiced for the Engagement concerned. Neither party is liable for indirect or consequential damage, in particular loss of profits, business, data or opportunities, or reputational harm.
13.2. Nothing limits our liability in the event of wilful misconduct or gross negligence, or in the event of death or personal injury caused by our fault, or where the limitation would deprive the Engagement of its substance.
13.3. If we are called upon, as a non-party, to take part in any judicial, administrative, regulatory or arbitral proceedings related to the Client's activities or to the Engagement, the Client bears our reasonable costs. These include legal fees and time spent, invoiced at the applicable daily rate.
14. Non-solicitation
During the Engagement and for twelve months after its end, the Client refrains from soliciting or hiring the Actigence consultants or partners involved in the Engagement, save with prior written consent. This does not cover unsolicited applications or responses to published job offers. Any breach gives rise to fixed compensation of thirty days of the applicable daily rate, corresponding to the foreseeable harm, unless greater damage is proven.
15. Anti-corruption and international sanctions
15.1. Each party complies with the applicable laws on combating corruption, trading in influence and money laundering, as well as international sanctions regimes, and declares that it has proportionate prevention practices in place. Neither party offers or accepts any undue advantage, directly or indirectly.
15.2. The Client may verify compliance with these undertakings by way of a supervised documentary audit: reasonable written notice, in a meeting room, in our presence, without access to our information systems or to data relating to other clients or to our internal financial data (including time records and the components used to calculate our prices).
16. Insurance, limitation period and amicable settlement
We maintain professional civil liability insurance; a certificate is available on request. Any action relating to an Engagement is time-barred, for each party, two years from the triggering event. Before any action, the parties seek in good faith an amicable solution, if necessary through mediation.
17. Data protection
We process business contact data in accordance with the GDPR, solely for the purpose of performing the Engagements and managing the contractual relationship. Details are set out in our privacy policy.
18. Force majeure
Neither party is liable for a failure caused by an event of force majeure; the affected obligations are suspended. If the event exceeds sixty days, either party may terminate the Engagement without compensation; services performed remain due.
19. Miscellaneous provisions
The invalidity of one clause does not affect the others; it is replaced by a valid clause of equivalent effect. Failure to exercise a right does not constitute a waiver. The contract may not be assigned without written consent. Articles 9 to 16 and 20, as well as any provision intended by its nature to have effect beyond the contract, survive the end of the Engagement, whatever the cause.
20. Governing law, jurisdiction and language
These terms and conditions and the Engagements they govern are governed by Belgian law. Any dispute falls within the exclusive jurisdiction of the courts of the judicial district of Leuven, and Actigence may also bring proceedings before the courts of the Client's registered office. In case of discrepancies between the French, Dutch and English versions, the French version prevails.