Article 1 - Scope

1.1. These general service terms and conditions (GT&C’s) shall apply to all quotations, order confirmations and agreements (Agreement) made out or entered into by Tomorrowlab NV and/or Living Tomorrow NV (Service Provider or SP) as to the performance of services (Services) for its clients (Client). These GT&C’s shall apply to the exclusion of the Client's general (purchase) terms and conditions, unless agreed otherwise in writing, in which event these GT&C’s shall supplement the Client’s general (purchase) terms and conditions as to any provision, in whole or in part, not covered in full by such terms.

Article 2 - Services

2.2. SP shall provide the Services with reasonable skill and care, in accordance with relevant and applicable rules and regulations and pursuant to generally accepted industry standards. SP’s obligations vis-à-vis the Client are commitments in terms of effort (“middelenverbintenissen” / “obligations de moyens”).

2.3. The performance of Services is dependent on the Client’s prior cooperation, including the provision of complete, correct, up to date and timely information. Any lack of cooperation by the Client shall be deemed to have an impact on the price, performance, quality and timing of the Services. Any related additional cost shall be borne by the Client at customary prices within SP.

2.4. Any number of sessions, steering groups, interviews, … set out in the Agreement, shall be an estimate and will depend on the Client’s interest in the transformation process, co-teaming and participation, individual preparation, number and mix in expertise and strategic functions among team members in the different teams, and the decision-making process.

2.5. Lead times set out in the Agreement shall be estimates only, shall not be binding and shall not constitute an essential obligation of SP under the Agreement. Save in the event of gross or willful misconduct, failure to meet the estimated lead times shall never entitle the Client to claim damages and shall only entitle the Client to terminate the Agreement following prior written notice of default, taking into account a reasonable remediation period of at least thirty (30) calendar days following receipt of notice.

2.6. SP shall be entitled, at its discretion, to select and modify the profile of SP’s employees and/or subcontractors providing the Services. Such employees and/or subcontractors shall only work under the supervision, the control and the instructions from SP. The Client shall only be entitled (and obliged) to provide SP’s employees and/or subcontractors instructions relating to health and safety at the Client’s premises. Travel costs of SP’s employees and/or subcontractors will be invoiced at 0,85 EUR/km, with a minimum of 65 EUR.

2.7. The general sales terms of L.T. Hospitality NV shall apply in addition to these GT&C’s between SP and the Client as to any hospitality services provided to the Client at vocoTM Brussel City North under the Agreement (lodging, venue rental, food and/or drinks) (Hospitality Terms). In this context, and in the event of a conflict, the Hospitality Terms shall prevail over these GT&C’s. The Hospitality Terms can be downloaded and saved here.

Article 3 - Price and payment

3.1. The price offered by SP for the Services is a net price in Euro, VAT exclusive.

3.2. Unless agreed otherwise in writing, the Services shall be invoiced and paid as follows: fifty (50) % of the total price shall be invoiced by SP and paid by the Client prior to the start of the Services, while the balance of the price shall be invoiced on a monthly basis and paid via wire transfer within thirty (30) days of the invoice date. As to open training Services, 100% of the price shall be invoiced at the time of registration.

3.3. Outstanding amounts shall automatically and without prior notice accrue interest to the benefit of SP calculated at the legal interest rate (Belgian Law 02/08/02) as from the due date . In the event of overdue payment, SP shall also be entitled to a reasonable compensation of its recovery costs, estimated at a lump sum amount of ten (10)% of the invoiced amount, with a minimum of 250,00 EUR per invoice, without prejudice to claim actual recovery costs incurred. In the event of overdue payment of any invoice, SP may, without prior notice, at its own discretion and without prejudice to any other remedies it may have: (i) require the immediate payment of all outstanding invoices under any agreement with the Client; (ii) suspend any further performance under any agreement with the Client until full payment of all outstanding invoices has been received; and/or (iii) terminate any agreement with the Client without prior notice and effective immediately.

3.4. Complaints relating to the Services shall not entitle the Client to withhold payment of more than five (5) % of the invoice directly related to the Services.

Article 4 - Complaints and liability

4.1. Any complaint relating to the Services shall be notified to SP in writing at the latest within seven (7) calendar days following the moment the Client has discovered or should have discovered the circumstances giving rise to such complaint. The admissibility of any liability claim based on such complaint is subject to timely notification as stated herein.

4.2. To the maximum extent permitted by applicable law, and save in the event of gross or willful misconduct, bodily harm or death, the total liability of SP towards the Client related to the provision of Services shall be limited to the price of that part of the Services that has given rise to Client’s claim. This limitation of liability shall be valid, irrespective of whether the act, omission or negligence is due to SP itself or to its directors, personnel or subcontractors, and irrespective of the applicable liability regime, including, without being limited to contractual liability, tort liability and faultless liability.

4.3. SP shall, however, never be liable for any special, exemplary, indirect, incidental, punitive or consequential damages, losses, costs or expenses whatsoever, including, without being limited to loss of profits, savings or revenue, loss of business, loss of contracts, loss of opportunity, loss of reputation or goodwill and loss of data, even if foreseeable or if SP has been advised of the possibility of the incurrence of such damages, losses, costs or expenses.

4.4. The Client shall only be entitled to address an extra-contractual liability claim to SP’s directors, personnel or subcontractors based on an error, other than SP’s contractual error under the Agreement, and for damages, other than damages resulting from SP's defective performance of the Agreement. The Client shall include an identical provision in favor of SP in any agreement with a third party for the performance of which SP will act as a subcontractor of the Client, failing which the Client will indemnify SP for all damages incurred.

4.5. Any liability claim against SP or its directors, personnel or subcontractors shall be time barred within a period of six (6) months following delivery of the Services that have given rise to such liability claim. This means that any liability claim must be initiated before the competent jurisdiction within such period.

Article 5 - Intellectual property rights

5.1. Intellectual Property Rights shall mean any and all industrial and intellectual property right, and all rights arising from or associated therewith, in connection with the Services and the Results (as defined below), including all patents and applications therefore, all inventions (whether patentable or not), trade secrets, know-how, design rights, trade names, trademarks, copyrights (in both published and unpublished works), rights in computer software, databases and data collections, all intellectual and economic rights of authors (including to the right to reproduce, adapt, translate, communicate, publish and merchandise using any media). Results means any works, concepts, ideas, methods, software, designs, inventions, drawings, technical data, databases and data collections, research and development information, technology and product roadmaps, brochures, audiovisual works, lay-outs, architectures or topology, IT programs, firmware, development tools, records and data, hardware development tools, or other creations that have been created in the performance of the Services by SP and/or its representatives.

5.2. SP is and shall remain the exclusive owner of any and all Intellectual Property Rights as to the Services and the Results. Subject to full payment of the price for the Services, SP shall grant the Client a non-exclusive and non-transferable right to use the Results as set out in articles 5.3 and 5.4.

5.3. The Client may download, print, use, store and display any part of the Results for internal business use. This includes the right of the Client to incorporate the content or deliverables in its own systems, processes and/or documentation. The Client may also communicate, distribute, transmit, publish, broadcast or circulate any part of the Results provided that the logo of SP is clearly displayed.

5.4. The Client shall not, without the prior written consent of SP (i) resell any part of the Results; (ii) commit any act or use the Results in such a way that could infringe upon the Intellectual Property Rights of SP and/or any third party; or (iii) use the Results in a way that could harm the name or reputation of SP.

5.5. SP shall be entitled to use and publish the Client’s tradename, trademark and logos on its website and in company presentations for promotional purposes, unless the Client explicitly and in writing requests not to do so.

Article 6 - Confidentiality

6.1. Confidential Information shall mean any information or documents exchanged between the parties prior or during the Agreement, that is marked as confidential, or that can reasonably be considered as confidential, unless the receiving party can show that this information (i) was already publicly available at the moment of disclosure; (ii) was already rightfully in the possession of or received by the receiving party at the moment of disclosure; or (iii) was developed in an independent manner by the receiving party without prior breach of confidentiality.

6.2 Confidential Information: (i) shall be kept strictly confidential, (ii) shall not be disclosed to any third party, (iii) shall exclusively be used for the performance of the Agreement. Any disclosure of Confidential Information to shareholders, directors, personnel and/or contractors shall be limited on a need-to-know basis and under coverage of confidentiality obligations not less stringent than those contained in these GT&C’s.

6.3. Confidential Information shall at all times remain the property of the disclosing party. Upon termination or expiration of the Agreement, the receiving party shall promptly either return all Confidential Information to the disclosing party, or irreversibly destroy such information and confirm such destruction in writing to the disclosing party.

6.4. These confidentiality obligations shall remain valid as long as the Confidential Information retains its confidential nature with a minimum term of five (5) years following the end of the relationship between the parties.

Article 7 - Data protection

7.1. In the event the performance of the Services would entail the processing by SP of personal data on behalf of the Client, the parties shall conclude a separate data processing agreement in which they shall record their respective roles and responsibilities in accordance with all relevant national and international data protection laws and regulations.

Article 8 - Termination

8.1. A party shall have the right to terminate the Agreement, with immediate effect and without prior notice and/or recourse, in the event: (i) the other party is in breach of one or more of its obligations under the Agreement and has not duly remedied this breach within fifteen (15) days following a written notice hereto; or (ii) the other party is declared bankrupt or files for bankruptcy, is placed under guardianship, ceases or risks having to cease its activities, or otherwise has shown signs of insolvency or insufficient financial means.

8.2. In the event of an early termination of an Agreement by the Client, the Client shall: (i) immediately pay all outstanding invoices of SP, (ii) fully reimburse SP for all Services already performed but not yet invoiced at a pro rata of the agreed price, (iii) fully reimburse SP for all non-recoverable costs and expenses already incurred or committed at cost price and (iv) be liable to an indemnification for loss of profit, estimated at a lump sum amount of fifty (50%) of the agreed net price of the remaining Services, without prejudice to SP’s right to claim actual losses incurred.

8.3. Notwithstanding article 8.2, in the event of an early termination of an Agreement relating to open training Services by the Client, the following applies: (i) termination more than 90 days prior to start date: 100% of the price will be reimbursed by SP; (i) termination more than 30 days prior to start date: 80% of the price will be reimbursed by SP; (iii) termination more than 15 days prior to start date: 60% of the price will be reimbursed by SP; (iv) termination less than 15 days prior to start date: the total price is due.

Article 9 - Miscellaneous provisions

9.1. No default or negligence by a party to enforce its rights under these GT&C’s shall be interpreted as a waiver. Each waiver of rights shall be explicit and in writing.

9.2. in the event any provision of these GT&C’s, in whole or in part, is found to be invalid or unenforceable, this shall have no effect on the validity or enforceability of the other provisions of these GT&C’s. The parties grant the competent jurisdiction the authority to replace such provision with a provision that approximates the original provision to the maximum extent possible under relevant and applicable law.9.3. The Agreement shall exclusively be governed by Belgian law. Any dispute concerning the Agreement shall exclusively be brought before the Dutch-speaking courts of Brussels.