General terms and conditions

Article 1 Application, quotation and confirmation

1.1 Application

These general terms and conditions apply to all assignments that Strategies And Leaders (hereinafter abbreviated as: 'S&L') performs for the customer. They take precedence over the customer's conditions.

These general terms and conditions are accepted by the customer by the mere fact of negotiating or concluding an agreement with S&L. The customer acknowledges having taken note of these terms and conditions in all its written and printed provisions. He acknowledges that these

terms and conditions form the integral text of the agreement concluded between the parties, and supersede and annul all previous oral or written proposals or agreements, as well as any other communication made between the parties to date. Any invalidity of one or more clauses from these general terms and conditions does not affect the applicability of all other clauses.

1.2 Quotation

Quotations are without obligation and valid for 30 days after the quotation date. Quotation prices may deviate due to a change in raw material prices or due to changes at the request of the customer.

1.3 Written confirmation

Quotations, or orders, must be confirmed or rejected by the customer in writing within a period of 30 days (the period of quotation as set out in Article 1.2). If the customer fails to send a written confirmation or rejection to S&L, and S&L has already started an assignment following previous contact or negotiations with the customer, this will be regarded as a tacit but legally valid agreement.

 

Article 2 Execution

2.1Execution of an assignment

S&L will make every effort to carry out the assignment carefully and independently, to represent the interests of the customer and to strive for a result that is useful to the customer and with regular interim coordination.

2.2Providing cooperation and data

The customer undertakes to enable S&L to carry out its assignment, understanding that: S&L will be given access to the buildings, the customer will provide the requested documents and information in a timely manner, the customer will provide S&L with complete information ('briefing ') so that S&L can perform its assignment to the best of its ability. The conditions contained in this article constitute an obligation of result that rests on the customer. Any late delivery of information and/or notifications from the customer to S&L are solely attributable to the customer and cannot lead to a reduction of the quotation.

2.3Third Party Suppliers

Orders to external suppliers that directly concern the customer are entirely at the risk of the customer.

2.4Delivery term

The delivery term that S&L communicates in the offer is purely indicative. Exceeding the delivery term does not in any way entitle the customer to cancel the order without compensation.

2.5Complaints

Complaints must be communicated to S&L in writing as soon as possible, but in any case within five working days after completion of the assignment. The final invoice may be seen as written termination of the assignment. 

 

Article 3 Intellectual property and property rights

3.1 Ownership right

After completion of the assignment, the client becomes the owner of all documents that S&L creates in function of the assignment for the client, provided that all conditions discussed here are met.

3.2 Investigation

Unless expressly agreed in writing, S&L is not required to conduct an investigation into the existence of patent rights, trademark rights, drawing or design rights, copyrights or image rights of third parties that may have an implication for the performance of the client's order. The same applies to any investigation into forms of protection for the customer.

3.3 Logo mention and own promotion

Unless otherwise agreed with the customer, S&L is entitled to mention its logo on or near the completed work.

 

Article 4 Compensation

4.1 Reimbursement according to quotation

The fee is in principle the fee as stated on the quotation. This quotation is based on an estimated time per part. When S&L evaluates during the execution of the assignment and determines that the work performed will involve 10% more or less time, S&L will inform the customer of this. This will then result in either a modified quotation or a written agreement for any additional costs.

4.2 Additional costs

In addition to the agreed fee, additional costs that S&L has incurred for the execution of the assignment (e.g. transport costs, overnight stays) may be charged.

For transportation, S&L prefers public transport, shared vehicles or bikes. When using public transport, we charge the cost of the ticket. For all other transport, we charge a travel cost in line with the official kilometre allowance, as indicated in the Belgian Official Journal.

4.3 Additional work

If S&L, due to the late or incorrect delivery of data and materials by the customer, is forced to carry out more or other work, these additional costs will be charged to the customer based on the rate as agreed in the quotation. Also if the customer gives a different or incorrect briefing, the extra costs for the additional work will be charged. 

 

Article 5 Payment

5.1 Payment obligation

Invoices are payable by bank transfer within the payment term specified in the invoice. The payment of an invoice within this period is an essential part of the agreement. After the due date, default interest of 8.5% is due automatically and without notice of default in accordance with the law of 14 August 2002 on combating late payment in commercial transactions, with a fixed compensation of 10% of the amount of the invoice and a minimum of € 40.

5.2 Monthly

S&L will invoice the customer monthly. It provides an overview of the achievements and progress of the project.

5.3 Complaints

Complaints regarding invoices must be made in writing to S&L within five working days of the invoice date. Afterwards, these complaints are considered inadmissible.

5.4 Property rights

All conceptual proposals, designs and studies, also in the form of the quotation, belong till the date of delivery - from payment of the final invoice - to the exclusive property of S&L. Without this being an exhaustive list, the foregoing may under no circumstances be sold, traded, used, communicated or copied to third parties without the prior written consent of S&L.

From the moment that the customer does not or only partially fulfils its payment obligations under this assignment, or is in default to meet other obligations as set out in these conditions, the customer is not allowed to use the documents or deliveries as provided by S&L in connection with the assignment.. 

 

Article 6 Cancellation

 
6.1 Cancellation by the customer

1° Consultancy and interim- or changemanagement

If the customer cancels the assignment, he must pay the agreed fee and the costs incurred with regard to the work carried out up to then, as well as compensation (as described in Article 6.3).

2° Training and leadership development

Cancellation or absence during the training or trajectory cannot be made up in later groups given the impact on group dynamics. There are exceptions to this only under to unforeseeable circumstances. This must be documented in writing (e.g.: sudden death of an immediate family member, serious acute disease, …).

When a participant unsubscribes, he is liable for the compensation as determined in article 6.3 2°.

6.2 Cancellation by S&L

1° Consultancy and interim- or changemanagement

If the assignment is cancelled by S&L due to an attributable shortcoming in compliance with the general terms and conditions by the customer, the customer is obliged to pay the agreed fee and the costs incurred with regard to the work performed until then, as well as compensation (such as described in Article 6.3).

2° Training and leadership development

In the event of cancellation by S&L due to force majeure or insufficient number of participants for one specific edition, the full registration fee will be refunded.

6.3 Damages compensation

1° Consultancy and interim- or changemanagement

The compensation referred to in articles 6.1 1° and 6.2 2° includes the costs arising from obligations that S&L has entered into with third parties in function of the execution of the assignment. The compensation also includes 25% of the remaining part of the agreed fee that the customer would owe if the assignment was completed in full.

2° Training and leadership development

Cancellation more than 30 days before the start date of the chosen edition: free. The participant can move on to a next edition only once.

Cancellation less than 30 and more than 14 days before the start date of the chosen edition: the participant pays 25% of the price.

Cancellation less than 14 days before the start date of the chosen edition: The participant pays 50% of the price.

6.4 Use of result after cancellation

In accordance with article 5.4 of these general terms and conditions, the customer is not allowed to (further) use the designs made available to him after cancellation of the assignment, for whatever reason.

 

Article 7 Indemnification

 

7.1 Claim by third parties

The customer indemnifies S&L against all third-party claims arising from the applications or use of a design. The customer also indemnifies S&L against claims with regard to intellectual property rights on materials and data provided by the customer that are used in the performance of the assignment.

 

 

Article 8 Liability

8.1 Liability

S&L cannot be held liable for:

a. errors in the material provided by the customer;

b. misunderstandings or errors in the execution of the assignment if these are caused by the customer's actions, such as the late or non-delivery of complete, clear and correct materials or briefing to S&L;

c. errors by third parties engaged by the customer;

d. defects in quotations from suppliers or exceeding price quotations from suppliers;

e. errors in the design if the customer has given his approval;

f. any financial or other damage suffered by the customer in the implementation of the advice of S&L

8.2 Expiration of Liability

Any liability claim of the customer against S&L expires after one year from the date of delivery.

8.3 Retention obligation

After completion of the assignment, neither the customer nor S&L have a retention obligation towards each other with regard to the materials and data used.

8.4 Best Effort Commitment

S&L consultants can never be held liable for any losses unless otherwise agreed in advance or in case of gross negligence.  

 

Article 9 Other provisions

 

9.1 Confidentiality

1° Both the customer and S&L are obliged to treat the content of the assignment and the facts and circumstances of their cooperation confidentially.

 

2°S&L undertakes, both during the assignment and after it ends, not to disclose to anyone any information of personal or confidential nature regarding the customer, the parent company, a branch, a sister company, a supplier, a customer or staff, received by S&L in the context of this assignment, regardless of the importance of this information or the circumstances in which it has been obtained (the “Confidential Information”). Is considered Confidential Information, without this list being exhaustive:

- trade secrets;

- production methods;

- turnover figures and other financial data of the Client;

- strategic plans;

- customer lists;

- commercial, artistic and technical organisational methods.

 

9.2 Competent court

The courts of the judicial district of East Flanders, division Ghent, will have exclusive jurisdiction to hear any dispute relating to or as a result of the implementation and/or interpretation of this agreement, with the exception of summary proceedings that may be instituted in any jurisdiction. This agreement is governed by Belgian law, with the exception of its provisions of private international law.

 

9.3 Waiver of right

If a party does not or does not timely exercise a right arising from this agreement, or fails to enforce the performance of an obligation by the other party in a timely manner, this cannot be interpreted as a waiver of rights. Any waiver shall be expressly notified in writing by the waiving party and, unless expressly provided otherwise, shall not constitute a waiver of such right with effect for the future.

 

9.4 Conflicting Provisions

In the event that any provision of this agreement is found to be unenforceable or contrary to any legal provision, the parties will work out a settlement that approximates as closely as possible the original intent of the unenforceable provision. All other provisions remain in full force and effect.

 

9.5 Personal information and processing of personal data

1° Personal information that the customer provides to S&L is subject to these Terms and Conditions.

 

2° The purpose and means of processing personal data are determined by the customer, considered the Controller.

 

3° As Processor, S&L is responsible for processing the customer's personal data in the context of the Services, and declares to process it in accordance with the obligation set out in Article 28 of the GDPR.

 

When carrying out processing activities S&L undertakes to comply with the following provisions. To the terms in these provisions must be given the usual meaning as defined in the GDPR. When accepting the General Terms and Conditions, the customer agrees to these Processing Regulations. The provisions of these Processing Regulations take precedence over any other agreements concluded between the Parties, insofar as those agreements conflict with these Processing Regulations.

 

4° S&L processes identification data (IP address, contact persons, addresses, etc.) and financial data of the customer because these are necessary for the execution of the agreement.

S&L has not appointed a DPO, but for all questions about these Processing Regulations, the customer can contact info@s-l-impact.com.

 

5° S&L acts exclusively on behalf of the customer and only processes personal data strictly necessary for the execution of the agreement with the customer.

The customer guarantees to S&L that the latter is entitled to process the personal data in the execution of the agreement. The customer also guarantees that he has complied with all obligations incumbent on the controller with regard to processing personal data, in the context of the GDPR and any other applicable legislation or regulations.

As controller, the customer will be responsible for providing a legal basis for the processing. In particular the customer guarantees he has obtained the required consent and authorization to be entitled to transfer the personal data to S&L and to allow S&L to process the personal data in the context of the agreement.

S&L makes available to the customer all necessary information required to demonstrate compliance with the obligations laid down in these Processing Regulations. S&L makes it possible for the customer to carry out audits by himself or through an auditor appointed by the customer. The customer must submit a written request for this via e-mail.

During the inspection, the customer may visit the premises or places where S&L carries out the data processing and/or keeps copies or backups and inspect all useful and necessary documents necessary to ensure that the processing is carried out by S&L in compliance with the provisions of these Processing Regulations and the GDPR. The costs for this audit will be borne by the customer.

6° If S&L receives from the party concerned whose personal data is being processed a request to exercise his rights in accordance with the Regulation, such as the right to object or the right to erasure of personal data, S&L will immediately transmit this order to the customer.

S&L provides the customer with assistance, to the extent possible, in fulfilling its obligations regarding data subjects’ exercise of their rights, as well as in carrying out a data protection impact assessment. The services provided and costs incurred by S&L are borne by the customer.

7° S&L takes appropriate technical and organizational measures to ensure a security level capable of guaranteeing the confidentiality, integrity and availability of the processing systems on a permanent basis. To this end, S&L uses a procedure to test, assess and evaluate periodically the technical and organizational measures for their effective processing security.

In accordance with Article 32 of the General Data Protection Regulation, S&L takes appropriate technical and organizational measures to secure the personal data and its processing in order to protect the customer's personal data against loss, hacking, destruction as well as any other form of illegal processing. If S&L determines that unauthorized processing has taken place, it will inform the customer within 48 hours.

8° The customer guarantees that the personal data provided is correct and complete. The customer acknowledges and accepts that S&L has no obligation to the customer to verify the accuracy and completeness of the personal data provided. S&L is not liable to the customer on any grounds whatsoever, including liability for damage suffered by the customer as a result of claims by third parties, including the data subject as defined in the GDPR, on the basis of the processing by S&L of incorrect or incomplete personal data provided by the customer to S&L.

The customer is liable for and undertakes to indemnify S&L for any damage and costs suffered by S&L in the context of the processing of personal data by S&L in the execution of the agreement, including any damage that must be compensated by S&L. reimbursed to a third party, including the person concerned, result of an error attributable to the customer, non-compliance with its obligations under the agreement or the inaccuracy of any guarantee provided by the customer in this agreement.

S&L's liability is always limited to these cases specifically provided for in the GDPR. S&L's liability is in all cases limited to direct damage to the customer. The customer indemnifies S&L at all times against all claims from third parties.

9° S&L will always exercise the utmost confidentiality with regard to the processed personal data.

Personal data will not be kept longer than necessary for the execution of the agreement. Some data, such as billing data, is kept longer, due to legal requirements.

If personal data are no longer needed after this, S&L will adequately erase them and delete them permanently.

10° S&L does not pass on the customer's personal data to third parties for commercial reasons. In certain cases, S&L is obliged by law or by court order to transfer personal data to third parties. For all other cases, the S&L must obtain the customer's permission to pass on personal data to third parties (institutions, authorities,...).

S&L may appoint subcontracting processors to carry out processing activities for the customer. If S&L calls on a subcontractor-processor within the meaning of this article, S&L will conclude a written agreement with the subcontractor-processor that includes at least all guarantees, obligations and liabilities arising from these Processing Regulations. S&L does not use subcontractors outside the EEA.

If the subcontractor-processor fails to fulfil these obligations, S&L is liable for fulfilling the obligations of the sub subcontractor-processor. The customer may request the current list of subcontractor-processors upon simple request by e-mail and has the right to object to cooperation with a particular processor.

11° A data breach within the meaning of these regulations means a breach of security that leads to the accidental or unlawful destruction, loss, modification or unauthorized disclosure of or unauthorized access to personal data transmitted, stored or otherwise processed.

If a data breach is discovered, S&L will inform the customer by telephone or email as soon as possible and at the latest within 48 hours of the discovery.

After discovery of a data breach, S&L will keep the customer informed of the measures taken to limit the scope of the data breach or to avoid it in the future.

The customer is responsible for reporting the data breach to the supervisory authorities within the legal deadlines.

Appendix 1 – Definitions

Strategies And Leaders (S&L): Cooperative company registered with the Crossroads Bank for Enterprises under company number 0739.737.836 with registered office at Koningin Elisabethlaan 45, 9000 Ghent, IBAN: BE41 8939 4409 5510 (VDK), SWIFT / BIC: VDSPBE91.

Customer: Company with which Strategies And Leaders (S&L) enters into a contract (or conducts negotiations in order to establish a professional relationship).

Confidential information: The parties will treat the information they provide to each other before, during or after the performance of the agreement as confidential information. Confidential information is understood by the parties to include: all information, including but not limited to: documents, data, correspondence, technology, know-how and processes of the parties.

Date of delivery: The date of full payment of the invoices by the customer.

Delivery term: indicative timeline of the progress of the assignment