General Terms and Conditions

Transforming Talent sprl (TT) as of December 2020.

This is an English translation of the French text.  The French text being the sole authoritative version.

Company identity and geographic address:
Transforming Talent sprl represented by Jean Kreusch and Teresa Nehra
whose head office is located at 74 Blvd. M. Groeninckx-De May in 1070 Brussels, Belgium.

Our Relationship with You

Art. 1. TT will perform the agreed Services as defined in the Statement of Work (SoW) using reasonable skill and care for the sole benefit of you, our Client.  The SoW may be a signed purchase order, project offer, coaching agreement, or any other duly signed document that details the Services to be performed.

Art. 2. TT will provide the Services to you as an independent contractor and not as your employee, agent, partner or joint venture. Neither you nor we have any right, power or authority to bind the other.

Art. 3. TT may subcontract portions of the Services to other service providers, who may deal with you directly. Nevertheless, we alone will be responsible to you for the performance of the Services, and our other obligations under this Agreement.

Art. 4. TT will not assume any management responsibilities in connection with the Services. We will not be responsible for the use or implementation of the Services we have provided.

Your Responsibilities.

Art. 5. You are responsible for all decisions and subsequent outcomes as a result of implementing  the Services provided.   

Art. 6. You are expected to be an active and engaged partner to accomplish your goals.  You shall provide us, promptly, the information, resources and assistance that we reasonably require to perform the Services.  

Art. 7. The information provided by you or on your behalf (“Client Information”) shall be accurate and complete. The provision of Client Information to us will not infringe any copyright or other third-party rights.

Art. 8. TT may rely on Client Information made available to us and, unless we expressly agree otherwise, will have no responsibility to evaluate or verify it.

Art. 9. You shall be responsible for your personnel’s compliance with your obligations under these conditions.

The Statement of Work (SoW)

Art. 10. Service will be undertaken in accordance with a SoW having been returned to us dated and signed. For a SoW below EUR 500, payment must be made in full on, or before, delivery of the Service. For a SoW above EUR 500, a deposit of 50% of the total cost, or a minimum of all preparation fees, will be invoiced upon signature of the SoW.  The balance or delivery fees, will be invoice upon completion.  Invoices are payable upon receipt. 

Art. 11. The delivery of an assessment tool, detailed agenda/timeline, checklist, model,  or a manuscript with a request to provide a service, implies the commitment to entrust us with the execution of the work or to compensate us for the costs incurred.

Art. 12. The quotes and price offers are based on the current prices of remuneration, materials and services. The quote is valid for 15 days from the date the SoW is presented to the client.  The SoW will also contain proposed delivery dates or a delivery schedule.  However, there is no guaranteeing that the proposed dates will still be available at the time the SoW is signed by the Client.

Art. 13.  TT reserves the right, during the performance of the Service, to request a deposit or any guarantees that we deem appropriate.

Intellectual Property Rights

Art. 14. Any written, verbal, or visual information provided to the client (such as; presentations, videos, handouts, checklists,  agenda, creations, or other communications) (“TT Information”) are provided for the Client’s personal or  internal use only (consistent with the purpose of the SoW). Clients may not disclose TT Information.

Art. 15. TT is under no obligation to provide additional copies after the Service has been delivered to the client.

Art 16. TT may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how (“Materials”) that we own, that are in the public domain, or that we are authorized or certified to use, in performing the Services.  TT retains all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services), and in any working papers compiled in connection with the Services.  TT will reference and/or acknowledge the IP from other sources accordingly. 

Confidentiality

Art. 17. Except as otherwise permitted by the SoW, neither of us may disclose to third parties the content of the SoW or any information provided by or on behalf of the other that ought reasonably to be treated as confidential and/or proprietary. Either of us may, however, disclose such information to the extent that it:

• is or becomes public other than through a breach of this agreement,
• is disclosed as necessary to enforce the recipient’s rights under this agreement, or,
• must be disclosed under applicable law.

Art. 18. Either of us may use electronic media to correspond or transmit information and such use will not in itself constitute a breach of any confidentiality obligations under this Agreement and acknowledge that sending information and documents in electronic form (in particular by e-mail) entails risks.

Art. 19. For Client Data protection, please refer to our actions in accordance with General Data Protection Act (GDPR). (add hyperlink)

Fees and Expenses Generally

Art. 20. You shall pay our professional fees and specific expenses in connection with the Services as detailed in the SoW or any of its appendices. You shall also reimburse us for other reasonable expenses incurred in performing the Services. Our fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs imposed in respect of the Services, all of which you shall pay (other than taxes imposed on our income generally). We may claim appropriate advances on remuneration and reimbursement of expenses and may make the delivery of our Services dependent upon complete satisfaction of our claims. Unless otherwise set forth in the applicable SoW, payment is immediately due following receipt of each of our invoices.

Art. 21. We may charge additional professional fees if events beyond our control (including your acts or omissions) affect our ability to perform the Services as originally planned or if you ask us to perform additional tasks.

Art. 22. In the event of late payment, interest of 15% per year is due automatically and without formal notice, as well as a contractual increase of 15% for damages.

Art. 23. In accordance with article 6 of the law of August 2, 2002, the client will compensate us for all collection costs, including legal fees and costs and technical advice, which we should incur following a breach on its part to one of the obligations imposed on it by these general conditions.

Force Majeure

Art. 24. Neither you nor we shall be liable for breach of this Agreement (other than payment obligations) caused by circumstances beyond your or our reasonable control.

Complaints

Art. 25. To be valid, any complaint must be made by registered letter within 8 days of delivery of the Service. The date and invoice number will be mentioned in the complaint.

Term and Termination

Art. 26. These conditions apply to the Services whenever performed (including before the signature of the SoW).

Art. 27. You shall pay us for all work-in-progress, Services already performed, and expenses incurred by us up to and including the effective date of the termination as well as the payment of any cancellation fees outlined in the SoW.  A minimum of 50 EUR will be charged and this without prejudice to higher damages. If TT must cancel a specific delivery date, they will provide alternative delivery dates within one month of the original date with no damages due to the Client. 

Art. 28.  TT also reserves the right to consider the SoW as terminated automatically and without prior notice, in the event of bankruptcy or notorious insolvency of the Client.

Art. 29. In the event of cancellation of the SoW, the Client will be liable for payment of the total amount of the work completed up until the date of the cancellation, as well as the payment of any cancellation fees expressed in writing in the SoW.  A minimum of 50 EUR will be charged and this without prejudice to higher damages. If TT must cancel a specific delivery date, they will provide alternative delivery dates within one month of the original date with no damages due to the Client.

Art. 30. Our respective confidentiality obligations under these conditions shall continue for a period of ten years following the termination.

Governing Law and Jurisdiction

Art. 31. – In the absence of special conditions resulting from correspondence, or specified in the SoW, these general conditions must be considered as accepted in full and without any derogation by Clients of TT. 

Art. 32. Any dispute falls solely within the competence of the courts of Brussels.

Miscellaneous

Art. 33. You may not make a contractual claim or bring proceedings arising from the provision of the Services or otherwise based on SoW against our subcontractors, members, shareholders, directors, officers, partners, principals or employees (« TT Persons »). You shall make any contractual claim or bring such proceedings only against us.

Art. 34. Each of us represents that the person signing any Agreement and/or any Statement of Work is also authorized to execute it and to bind each of us to its terms and conditions. Your affiliates and any others for whom Services are performed shall be bound by these General Terms and conditions and the conditions of the applicable Statement of Work.

Art. 35. You agree that TT may act for other clients, including your competitors.

Art. 36. If any provision of these General Terms and Conditions (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions shall remain in full force and effect.

Art. 37. If there is any inconsistency between provisions in different communications with the Client, The documents shall have precedence as follows (unless expressly agreed otherwise): (a) the applicable Statement of Work, (b) these General Terms and Conditions, and (c) other annexes to these conditions.

Art. 38. Neither of us may use or reference the other’s name, logos or trademarks without its prior written consent. We are allowed to use your name publicly to identify you as a present (or past) Client in connection with specific Services or otherwise.

Art. 39. The services provided by TT are not a substitute for therapy.