c-lab.be

GENERAL TERMS AND CONDITIONS

Company details:
DPS BV
Markt 53 – 9160 Lokeren
VAT BE 0448.084.870

ARTICLE 1. General provisions and scope of application

These General Terms and Conditions apply exclusively to professional clients within the meaning of the Belgian Code of Economic Law, namely legal entities and natural persons acting in the course of their professional or self-employed activity (hereinafter the “Client”).

The Client acknowledges that these Terms and Conditions apply to every purchase of Services.

ARTICLE 2. Services – Scope of application

The Services provided by C-LAB can be summarised as follows:

  • organising and facilitating team facilitations and activities;
  • business advisory services;
  • training, coaching and mentoring.

C-LAB reserves the right to unilaterally amend these Terms and Conditions. The Client will be informed thereof in writing. The Client has the right to terminate the Agreement free of charge within 30 days following notification of such amendment. Failing this, the Client shall be deemed to have accepted the amended Terms and Conditions.

C-LAB provides its Services exclusively in a professional context. These Terms and Conditions do not apply to consumers within the meaning of the Belgian Code of Economic Law.

ARTICLE 3. Order – Offer – Formation of the Agreement

1. Agreement with the Client

The Client may order a Service via the Website. Depending on the circumstances, this is done either by completing and emailing the order form attached to the Service to the indicated contact person, by placing an order via the Website, or by sending an email via the Website.

The agreement between C-LAB and the Client is concluded only after written (order) confirmation by C-LAB to the Client.

ARTICLE 4. Price

The prices of the Services and Events are displayed in euros on the Website or, in the case of tailor-made Services, in the quotation issued by C-LAB.

Prices are exclusive of VAT, unless expressly stated otherwise. In the event of an increase in costs over which C-LAB has no control, prices may be adjusted accordingly.

ARTICLE 5. Ordering process and payment method

Invoices issued by C-LAB, where applicable, must be paid to the bank account number stated on the invoice. Invoices are payable within 30 days of receipt, unless expressly stated otherwise.

ARTICLE 6. Late payment

In the event of late payment by the Client, C-LAB shall be entitled by operation of law and without prior notice of default to payment of late-payment interest in accordance with Article 5 of the Act of 2 August 2002 on combating late payment in commercial transactions. In addition, the Client shall owe a fixed compensation of 10% of the outstanding invoice amount.

ARTICLE 7. Cancellation of an order

Rescheduling of a workshop is possible free of charge up to 14 calendar days prior to the agreed date, subject to mutual agreement and the availability of C-LAB.

In the event of cancellation of a workshop up to 14 working days prior to the agreed date, 25% of the workshop fee shall remain payable.

In the event of cancellation less than 14 working days prior to the agreed date, the full workshop fee shall remain payable, except in cases of force majeure on the part of the Client, as defined in Article 8.

Without prejudice to the foregoing, any third-party costs (including, but not limited to, venue hire, catering, materials or external service providers) that have already been validly incurred by C-LAB and cannot be cancelled free of charge shall remain fully payable by the Client in the event of cancellation, regardless of the timing of the cancellation.

ARTICLE 8. Rescheduling or cancellation – Force majeure

1. Force majeure

This article applies in the event of force majeure on the part of C-LAB.

C-LAB shall not be liable in the event of force majeure. Force majeure refers to any circumstance beyond the control of C-LAB which prevents it, even temporarily, from performing all or part of its obligations. This includes, without limitation, instructions, decisions or interventions of any nature by public, administrative or regulatory authorities, terrorism or threat of terrorism, weather conditions (such as extreme heat, thunderstorms, storms, gusts of wind, flooding, etc.), fire, riots, war or threat of war, insurrection, epidemics, pandemics (such as COVID-19) or other contagious diseases, quarantine measures, non-delivery or late delivery or errors by suppliers or other engaged third parties (excluding intentional fault or gross negligence on their part), failures in (telecommunication) networks or connections or communication systems used, public disturbances, blockades, strikes or lock-outs, demonstrations and other disruptive events.

C-LAB shall not be liable for cases of force majeure, which do not give rise to any right to reimbursement of ordered Services or any other form of compensation. Without prejudice to the foregoing, C-LAB may, at its own discretion and depending on the circumstances, propose an alternative date or a form of compensation, such as a voucher.

ARTICLE 9. Liability

C-LAB shall be liable for a failure attributable to it only insofar as such liability is not expressly excluded or limited under these Terms and Conditions. Should C-LAB nevertheless be held liable for any damage, its total liability shall in all cases be limited to the invoice amount of the Services for which liability is invoked.

C-LAB’s liability is limited to direct damage only, to the exclusion of indirect damage (including consequential damage, loss of profit or loss of opportunity, etc.). This limitation of liability shall not apply in the event of damage caused by wilful misconduct, gross negligence and/or fraud on the part of C-LAB, or for any other liability which cannot be excluded or limited under applicable law.

Except in cases of wilful misconduct, gross negligence or fraud, C-LAB shall not be held liable if the performance of an accepted Service cannot take place or cannot take place in a timely manner as a result of the fault of its employees, subcontractors or the Client.

In the event of joint fault with other suppliers, C-LAB shall only be liable for that portion of the damage which is directly and exclusively attributable to its own fault.

C-LAB shall not be liable towards the Client for any damage arising from the (temporary) unavailability of tools used in the provision of the Services. C-LAB shall take all reasonable measures in this respect but cannot guarantee uninterrupted or fault-free access. In this regard, C-LAB is bound only by an obligation of means. The Client indemnifies C-LAB against all third-party claims of any nature whatsoever arising from improper use of the tools and/or breach of these Terms and Conditions.

ARTICLE 10. Complaints

No complaint regarding the Services shall be accepted unless it is submitted by registered letter to C-LAB DPS BV, Markt 53, 9160 Lokeren, within 8 days following the performance of the Services or the discovery of any defect, whichever occurs first. Failing this, the Services shall be deemed accepted.

ARTICLE 11. Obligations

C-LAB undertakes to use all reasonable efforts to fulfil its contractual obligations and meet the Client’s expectations. C-LAB is bound solely by an obligation of means.

ARTICLE 12. Intellectual property rights

Unless expressly agreed otherwise in writing, C-LAB remains the sole holder of all intellectual property rights, including copyright and related rights, in relation to the Services provided and all associated materials.

This includes, without limitation, methodologies, models, formats, workshop designs, documentation, presentations, slides, canvases, visual tools, exercises, training materials, digital tools, as well as all concepts and know-how used by C-LAB in the context of the Services.

The Client is granted a non-exclusive, non-transferable right of use of these materials, limited to internal use and solely for the Client’s own operations. The Client may not reproduce, distribute, commercialise, modify or make these materials available to third parties in whole or in part without the prior written consent of C-LAB.

Any transfer or extension of intellectual property rights must be the subject of a separate written agreement.

ARTICLE 13. Subcontracting

C-LAB expressly reserves the right to engage a third party, in whole or in part, at its own initiative, expense and responsibility, for the performance of the Services. C-LAB shall ensure that such third party performs the Services in a manner that may reasonably be expected from a professional.

ARTICLE 14. Personal data

C-LAB processes personal data exclusively in the context of the performance of the Agreement and in accordance with applicable Belgian and European data protection legislation, including the General Data Protection Regulation (GDPR). Personal data are processed within the territory of the European Union.

By signing the Agreement and/or expressly accepting these General Terms and Conditions, the Client grants explicit and prior consent to C-LAB to process personal data for the following purposes:

  • the performance, organisation and follow-up of the Services;
  • administrative, accounting and invoicing purposes;
  • communication and marketing relating to the activities, Services and initiatives of C-LAB.

C-LAB processes only personal data that are necessary for the above purposes and undertakes not to retain such data longer than reasonably necessary for the performance of the Agreement and compliance with statutory obligations.

The Client may at any time withdraw consent, in whole or in part, without prejudice to the lawfulness of processing carried out prior to such withdrawal. The Client may also exercise the right of access, rectification, erasure and objection by submitting a request to sofie@c-lab.be.

ARTICLE 15. General provisions

The Parties acknowledge that the invalidity of any clause of the Agreement shall not result in the invalidity of the Agreement as a whole. In such case, the Parties undertake to replace the invalid clause with a valid clause that most closely reflects the original intent of the Parties.

ARTICLE 16. Governing law and jurisdiction

The agreements between C-LAB and the Client are governed by Belgian law. All disputes fall under the exclusive jurisdiction of the courts of the judicial district of the registered office of C-LAB DPS BV.