Manager par l'adhésion

pour construire des décisions qui engagent.

A. Definitions 
For the purposes of these General Conditions, 
BDB BRANDING SCS (headquartered at rue de l’hospice communal 1, in 1170 Brussels, with RPM BE 0824 437 642) is the provider of services as defined in this proposal.
“Client" is defined as the legal person that concluded one or more contracts with BDB BRANDING in the aim of seeking consultancy, coaching or other management services. 
B. Formation of contracts 
All contracts for the provision of services by BDB BRANDING as set out in the original proposal or offer letter shall be deemed to be made upon and subject to these General Conditions. No variation of or addition to these General Conditions shall form part of any contract unless specifically expressed and accepted by both parties in writing. Any variation to work carried out by BDB BRANDING not covered in the proposal or order confirmation letter will be the subject of separate arrangements with Client and confirmed in writing. 
C. Delivery and acceptance of services 
BDB BRANDING commits to deliver consultancy, coaching and other professional services that meet its Client’s full requirements as specified in the written proposal or order confirmation letter prepared by BDB BRANDING and agreed with Client. 
Client shall accept deliverables which conform to the requirements of the proposal or order confirmation letter.  Client will promptly give BDB BRANDING notification of any non-conformance of the deliverables with such requirements (“Non-conformance”), and BDB BRANDING shall have a reasonable period of time, based on the severity and complexity of the Non-conformance, to correct the Non-conformance. If Client uses the deliverable before acceptance or fails to promptly notify BDB BRANDING of any Non-conformance, then the deliverable shall be considered accepted by the Client. 
D. Liability 
BDB BRANDING shall devote our best efforts to carrying out the project. Our recommendations and any written material we provide will be our best professional opinion based upon the information available to us but we can give no warranty concerning their use or that the results will fully meet the objectives sought. 
BDB BRANDING liability to Client is restricted solely to intentional or gross negligence, which may occur during the course of our contractual tasks. Our liability for loss or damage, if any, howsoever caused, shall not be greater than the amount paid to BDB BRANDING for the services rendered and the Client agrees to indemnify and hold us harmless from any costs or liabilities in excess thereof. 

Any action against BDB BRANDING must be brought within three 
(3) months after the cause of action arises. 
E. Disclaimer 
It is our general practice and requirement that the material resulting from assignments should not be reproduced or used in whole or in part outside Client organization without prior written approval.  
F. Force majeure 
BDB BRANDING will not be held responsible for any delay or failure in performance of any part of the assignment in case of force majeure. Force majeure is to be interpreted as unforeseen and unavoidable events or, in any case, events beyond the control of BDB BRANDING , including but not limited to wars, riots, explosions, rebellions, civil or military turmoil, fire, flood, storms, strikes, embargos, car accident or any other general disturbances in the work process. 
In case of force majeure, the performance of BDB BRANDING will be suspended for the duration of the force majeure  
G. Statement of work 
Statements as to total work time or total charges which will be involved in providing specific services or fulfilling a particular contract are as estimates only, and, whilst every effort will be made to ensure their accuracy, no liability is accepted thereof unless a fixed price is agreed explicitly.  Without prejudice to the foregoing, if during the course of rendering services or carrying out a contract, circumstances arise which make it clear that an estimate of total work time or charges previously given will prove to be a material underestimate, BDB BRANDING will endeavour to give Client written notice specifying the circumstances concerned, stating additional work involved and estimating the increase in total work time and charges which will result.  Conversely, if the time involved shall prove to be less than the original estimate, the benefit shall be passed on to Client. 
H. Payment of fees and expenses 
Client agrees to pay for professional services delivered by BDB BRANDING at the rates and invoicing schedule defined in the proposal or the order confirmation letter. Daily rates quoted are based on an eight hour working day. 
Client agrees to pay the costs of all additional expenses associated linked to the delivery of BDB BRANDING professional services in addition to consultancy fees, including, but not limited to, venue hire, equipment hire, overnight hotel accommodation, meals and refreshments, materials production (workbooks, slides, handouts, etc) courier costs, exceptional telephone costs, etc. 
Unless otherwise stated in the proposal or the order confirmation letter, expenses will be charged as follows - travel expenses by car are charged at forty Eurocents  (0,40€) per km outside Brussels Region - travel by train and air is charged at business class ticket price or the equivalent 
In the absence of any express written provision to the contrary, all our invoices are payable within 15 days of invoicing date. Any amount unpaid thirty (30) days after the payment period shall, automatically and without prior notice, attract interest at a rate two percent (2%) above the Belgian legal interest rate, with a minimum interest rate of twelve percent (12%) per annum. Should an invoice remain unpaid forty-five (45) days after the due date, we reserve the right to increase the invoice amount by a default of fifteen percent (15%) as indemnity and delay interest, without foregoing interest as above. 
BDB BRANDING is a VAT-binded and charges VAT on all invoices issued. 
Client may only offset payments owed to BDB BRANDING if permission for such action has been provided by BDB BRANDING in writing, or if such action has been legally stipulated. 
I. Confidentiality 
To protect Client’s interest, we will safeguard any confidential information that we may develop or have furnished to us by Client during the work in accordance with our established professional standards.  
Both parties commit themselves to treat as confidential all information revealed during negotiations or the conclusion of agreements, related to the commercial activities of the parties, even after termination of the assignment. 
J. Intellectual property 
During the project we may use material that is the intellectual property of BDB BRANDING and such material will be clearly identified. Client may use it during the duration of this assignment under the guidance of BDB BRANDING. We would be delighted to license this material, should you wish to use it more widely. Ownership of, and all rights, title and interest in such pre-existing material owned by BDB BRANDING provided during the course of this project shall remain exclusively with BDB BRANDING. 
Client agrees that all BDB BRANDING models, approaches, course materials and intellectual property remain the property of BDB BRANDING. Client agrees not to disclose reports, materials, presentations or documents produced for it by BDB BRANDING to any third parties. 
K. Publicity 
BDB BRANDING is proud to record its work for Clients after projects are completed, typically by presenting a selection of Clients on its website. BDB BRANDING does not under any circumstances reveal confidential information. BDB BRANDING assume, unless otherwise agreed in writing, that client agrees with this publicity.  Where a specific announcement to the public of the working relationship might be mutually beneficial, either while it is in progress or afterwards, both parties shall discuss such opportunities with each other. The details of any such announcement will have to be confirmed in writing by both parties. 
L. Termination or postponement of work 
Our agreement may be terminated at any time upon thirty (30) days’ written notice by either party. 
Client agrees to pay for cancellation or postponement of scheduled work as follows: 
Work cancelled within fourteen (14) working days of the scheduled date: hundred percent (100%) of scheduled fees.
Work cancelled within thirty (30) working days of the scheduled date: fifty percent (50%) of scheduled fees. 
O. Severability 
If any term or provision of these General Conditions is determined to be illegal or unenforceable, such term or provision shall be deemed stricken and all other terms and provisions shall remain in full force and effect. 
P. Entire agreement 
These General Conditions, together with the Proposal, constitute the entire understanding and agreement between Client and BDB BRANDING with respect to the assignment, supersede all prior oral and written communications, and may be amended, modified or changed (including changes in scope or nature of the services or fees) only in writing when signed by both parties. If there is a conflict between these General Conditions and the terms of any proposal or order confirmation letter, the proposal or order confirmation letter shall govern. 
Q. Governing law and competent jurisdiction 
This agreement (including resolution of any disputes arising hereunder) will be governed by and construed in accordance with the laws of the Kingdom of Belgium. 
Any dispute regarding the validity, interpretation, execution or termination of this contract will first be subject to a mediation procedure. The Ombudsman will be chosen by agreement or appointed by the President of the Court of First Instance in Brussels, at the request of any party in the event that the parties fail to appoint a mediator within 30 days from the date of receipt of the notification of the written request for mediation to the other party. 
If mediation fails, only the courts of Brussels will be competent.