Terms and conditions

GENERAL CONDITIONS

General: The contractual relationships between the client and the Change Designers – Awico bvba (named CD hereafter) are exclusively governed by the present general conditions, excluding the application of the general conditions of the client, and apply to all services provided by CD. By requesting the assignment, the client declares to understand and to agree to the present general conditions. Deviations from the present general conditions are not allowed, except if they are agreed upon in writing by the parties. The present general conditions complement the specific contractual provisions between CD and the client, and form an integral part thereof.
The assignment: To be valid, each assignment must be accepted by CD. Save for prior written deviation, an order is only considered final after acceptance by CD and the effective payment of an advance payment of 25% of the total price of the assignment. CD may however execute the assignment without having received the advance payment, without prejudice to the validity of the assignment.

CD will use its best efforts to execute the assignment. This is an obligation of means, except if explicitly stipulated otherwise. CD is only committed to what is explicitly foreseen in the assignment. Any modifications by the client to the accepted assignment will be at the sole and full expense of the client. Each modification must be explicitly accepted by CD in writing.

Price and payment: The price of the assignment is described in the agreement between the parties (accepted quote, proposal, contract), and will be invoiced by CD. The mentioned price only applies to the assignment as accepted by CD and does not cover any additional work. The client will bear the full costs of a modification of the assignment.

Except if agreed otherwise, the client will make an advance payment of 25% of the total price of the assignment before the start thereof. CD will invoice the delivered services during or at the end of the assignment, at its discretion, unless if otherwise provided.

All prices are excluding VAT, except if explicitly stipulated differently. CD’s fees exclude all expenses (e.g. travel, transport, meals, per diem, materials…), which will be added separately on the invoices. When CD must book locations, catering, hotels, and/or flights, a 15% booking fee will be added. CD’s invoices are to be paid within the payment term of 21 days after the day of issuing. If an invoice is not paid within this term, automatically and without any notice, a lump sum compensation of 10% of the invoice amount will be due by the client, and in addition the invoice amount will increase with compensatory interests of 1% per month.

Each dispute relating to the execution of the assignment or the invoices must be sent at the official address of CD by registered mail within 15 days after the sending of the invoice or after the facts that form the base of the dispute, on penalty of forfeiture of any further claim in this regard. In any event, the client is no longer entitled to claim any compensation one year after the termination of the assignment.

The following cancellation scheme applies for workshops, trainings and coaching and consultancy sessions that are booked (in addition to compensation for the services and expenses already delivered and what is stated in clause 2 about renunciation):

Cancelled up to 8 weeks in advance: 0% to be paid by client
Cancelled up to 6 weeks in advance: 40% to be paid by client
Cancelled up to 2 weeks in advance: 75% to be paid by client
Cancelled less than 1 week in advance: 100% to be paid by client

Liability for the execution of the assignment: CD provides advisory services and can never be held accountable for the implementation of this advice. The execution of the assignment is a best effort obligation. The aggregated liability of CD shall not exceed 10% of the annual contract spend by the Client, and will not cover the client’s actual loss. The liability of CD is limited to cases of faulty behavior by or gross negligence of CD. In any case, the client cannot claim compensation for damages other than immediate and direct consequences or losses.
Confidentiality: Parties shall keep all information of any nature whatsoever coming into their possession in the framework of the assignment or the pre- or post-contractual phase and regarding the other party, strictly confidential and will ensure that their respective employees, agents and sub-contractors also maintain such confidentiality. Considering the client’s interests, CD is entitled to use the works created or performed in the framework of the assignment for promotion and publication.
Termination of the agreement: Parties can terminate the agreement at all time by means of registered letter. If the agreement is terminated by the client, compensation will be due as foreseen in clause 2 (20% lump sum and in addition, the real actual damage). Moreover, the client will have to pay for the services already delivered by CD at the time of termination. CD will send an invoice for these services. Any goods or documents belonging to CD that were put at the disposal of the client during the assignment must be returned to CD upon first request and at the latest within 14 days after the termination of the agreement.
Non-hiring: Neither Party (including all subsidiary, affiliates and joint ventures) shall, during the term of the Agreement and for a period of twelve (12) months thereafter, directly solicit any of the other Party’s representatives who have been involved in the signature or performance of the Agreement without the other Party’s prior written consent. If, however, an agreement is reached about such hiring, the hiring Party will subsequently pay the other Party a single fee calculated at twelve (12) months of the annual gross salary of that employee.
Final provisions: The nullity or invalidity of a provision will not engender the cancellation or invalidity of the whole agreement, nor of any other provision thereof. The contractual relation between the client and CD is governed by Belgian law. Any dispute arising from the contractual relation between the Parties will be exclusively submitted to the jurisdiction of the Tribunals and Courts of Brussels (Belgium).

The Change Designers – Awico bvba

Lindestraat 100 – 1785 Merchtem (Belgium)

VAT: BE0460760094

IBAN BE23001694298491