Algemene voorwaarden

Article 1. Definitions

newphase bv is the Contractor, registered in the KBO under number 0795.689.713, with registered office at Dries 23, 8510 Bellegem, and is represented by Hase Seghers, Manager.
Client is any natural person or legal entity that wishes to make use of the Services of newphase bv and enters into an Agreement for the Provision of Services with newphase for that purpose.
Services indicates the Services provided by newphase as described in an Agreement for the Provision of Services. newphase's Services may include creating a growth plan, consulting and coaching, interim management, providing strategic services, etc.
Agreement for the Provision of Services means the agreement concluded between newphase and the Client and consists of the general conditions in the Terms and conditions and the special conditions in the Agreement.
Parties: in this agreement, the Contractor and the Client are collectively referred to as the Parties.

Article 2. Applicability

Unless otherwise agreed in writing, each agreement between newphase and its Client is concluded under the following conditions.
The Client declares to have taken note of these conditions and to accept them.
The applicability of the Client's, possibly deviating, terms and conditions is not accepted by newphase. A compromise that is working for both parties is to be found.

Article 3. Establishment of the Agreement

Each proposal by newphase is without obligation and valid for 30 days from the offer date.
Only after an assignment is accepted by newphase and the Client through a signed Agreement for the Provision of Services, will there be an established agreement between newphase and the Client. This Agreement is based on the information provided at the time of drafting and is assumed to reflect the assignment accurately and completely at the time of signing. The Agreement supersedes and replaces all previous proposals, correspondence, agreements or other communications, oral or written, if any.
newphase is entitled to charge changes in the cost of carrying out the assignment in addition to the stipulated price in the event of specific changes, such as, for example, the cost of specific software, etc., or as a result of the quality of goods supplied by the Client, if these occur after acceptance of the quotation but before carrying out the assignment. Taxes and charges shall always be borne by the Client.

Article 4. Scope of the Services

The Services requested from newphase shall be performed within an agreed Term per Service. Whenever matters (may) occur which may make punctual performance of the Services more difficult or easier, the Parties will inform each other. Because of this, it is possible, by express mutual agreement, to adjust these Terms.
newphase shall perform the Services according to its own proven way of working, taking into account all specifications and information provided by the Client.
The Client commits to making available all (contact) data, documents, reports, accesses, contacts ... which newphase, in its opinion, needs for the correct and punctual performance of the Services, on time and in the form and manner desired by newphase. Regarding the availability of persons, a schedule will be coordinated for each Service and implementation phase.
For its part, newphase shall make available all its competencies, experience and knowledge in performing the Services in accordance to the highest standards, as befits a specialized service provider.
newphase shall not be liable for damage, of whatever nature, resulting from the fact that newphase has relied on incorrect and/or incomplete data provided by or on behalf of the Client.
If newphase should be liable for any damage, this liability shall be limited to a maximum of twice the invoice value of the Services to which the liability relates. newphase's liability towards the Client shall in any case be limited to the amount paid out by its insurer.
newphase shall only be liable for direct damage. It shall never be liable for indirect damage, such as but not limited to: consequential damage, lost profit, missed savings and/or damage due to business stagnation.

Article 5. Circumstances of the Provision of Services

The Contractor shall devote the necessary time to the performance of the present Agreement as befits a good service provider. The Contractor is completely free in the organization of her work and about her time schedule and shall freely determine at what location she provides the Services, respecting the predetermined agreed deadlines and terms of the Client. The number of working days per week can be changed by mutual agreement between the Parties according to the workload at the Client and the feasibility in terms of scheduling.
The Services are provided on an independent basis. The Contractor shall not receive direct instructions from the Client regarding the organization of its work, nor shall the Client exercise any employer authority in whole or in part. The Contractor shall not consider herself an employee, as the relationship with the Client is not based on an employment contract but on an Assignment Agreement.
The parties accept that there is no obligation of exclusivity for the Contractor towards the Client. Therefore, to the extent necessary, it is expressly accepted and acknowledged that the Contractor may also accept assignments from third parties, without, of course, compromising the proper and loyal performance of the Services accepted by the Contractor.
The Contractor may use the Client's infrastructure and documentation necessary for the provision of the Services.
The Contractor shall report on its work as the Parties deem necessary for the proper performance of the Parties' obligations under this Agreement in the manner and frequency agreed upon. However, the Contractor will not be asked to account for working hours.

Article 6. Compensation, payment terms and costs

The compensation for the Services will be described in the Agreement. Price and other statements in promotional publications of newphase are not binding unless a period of validity is stated in writing.
Each payment invitation or invoice from newphase must be paid by the Client no later than 14 days after the invoice date, in the manner agreed between the Parties and according to the Contractor's invoice terms.
Disputes regarding the invoiced amount or regarding the performance of the Services (see Article 8. Disputes) do not suspend the Client's obligation to pay. If the Client fails to pay the invoice within the aforementioned term, a conventional interest of 5% per month on the unpaid amount will start to run ipso jure and without prior notice of default until the amount due has been paid.
All judicial and extrajudicial (collection) costs reasonably incurred by newphase as a result of the Client’s failure to fulfill his payment obligation shall be borne by the Client. The extrajudicial collection costs shall amount to at least 30 % of the amount due with a minimum of € 150.

Article 7. Duration, termination, cancellation and modification

A termination, cancellation or modification of an Agreement is only valid if it is done in writing and upon acknowledgement of receipt by newphase.
Should the Client decide to discontinue the cooperation and terminate or no longer renew the Services, it shall give the Contractor at least 2 months prior written notice thereof. In the same reasoning, the Contractor shall give written advance notice to the Client, at least 2 months in advance, should it decide to discontinue the cooperation, and terminate or no longer renew the Services. To the extent that the terminating Party would observe too short a notice period, it will have to pay a severance fee to the other Party corresponding to the non-respected, remaining duration of the notice period.
In general, irrespective of the other provisions of the Agreement, an Agreement may be terminated at any time and without judicial intervention by either Party by registered letter in the event of exceptional circumstances such as
1. Bankruptcy or dissolution of one of the Parties;
2. Fraud, gross or intentional misconduct, or gross negligence committed by a Party;
3. Force majeure such as, but not limited to: technical problems, a crash or blackout of an IT system, infection of software by a virus ...;
4. Death or permanent physical or mental incapacity of the physical person engaged by the Contractor for the performance of this Agreement and in the absence of a replacement proposed by the Contractor, if any, and accepted by the Client.

In case of such circumstances, the Agreement shall be terminated on the third working day following the sending of the registered letter.

Upon termination of the Agreement, each of the two Parties shall return all materials and property belonging to the other Party and transferred for the purpose of performing the Services.
Cancellation is free of charge up to 4 weeks prior to commencement of Services. If cancelled less than 4 weeks before commencement of Services, there is a cancellation fee of 50 % of the price for the Services as stated in this Agreement. If cancelled less than 2 weeks prior to commencement of Services, there is a cancellation fee of 75 % of the price for the Services as stated in this Agreement. In case of cancellation less than 1 week before commencement of Services, there is a cancellation fee of 100 % of the price for the Services as stated in this Agreement.
Modification: if within 2 weeks before the commencement of certain specific Services such as a brainstorming session or training, changes are requested to the originally determined Scope, these will be included as agreed between the Parties. Their possible impact on the price and/or execution terms will be discussed and, if necessary, recorded in an addendum to the Agreement.

Article 8. Disputes

In the event of a dispute regarding the Services performed and/or the amount invoiced, the Client must inform newphase of the issue within 8 days of receipt of the invoice, or within 8 days of the discovery of the issue if the Client demonstrates that he could not reasonably have discovered the issue within 8 days of receipt of the invoice.
If the detected issue constitutes a justified dispute, newphase shall have the choice between adjusting the invoiced amount, correcting and/or re-performing the rejected Services free of charge, or not (or no longer) performing the Services in whole or in part against a refund in proportion to the fees already paid by the Client for the Services. If newphase is not notified of a dispute in a timely manner in accordance with the above, all rights of the Client regarding disputes shall be expired.

Article 9. Confidentiality

The Parties commit and guarantee to the persons they involve in the performance of the Agreement that, both during the term of the Agreement and thereafter, neither they nor the persons acting as appointees of the Parties, shall disclose, use or spread any information to third parties that is not in the public domain and of which they have become aware as a result of contacts with the other Party and all of its stakeholders, unless there is a legal obligation to disclose.
In particular, and without this list being exhaustive, confidential information shall include: all information that is confidential in nature, all drawings, formulas, specifications, books, software, manuals, daily reports, meeting minutes, cash books and accounts, trade, business and production secrets, oral or written data related to the business methods, processes, techniques or equipment of the Party, its parent company subsidiaries or branches, the identity of customers, suppliers, distributors and service providers of the Party, its parent company, subsidiaries or branches, and any other information related to customers, suppliers, distributors and service providers, whether or not the information in question has been expressly designated as confidential by the other Party.
If the Parties or the persons they involve in the performance of Services violate this confidentiality obligation, the Agreement shall be terminated immediately and the violating Party shall be liable to pay the other Party a compensation of
€ 2.500, this without prejudice to the right of the damaging Party to claim higher damages in court, provided that it proves the existence and extent of the damage.

Article 10. Notification

Any notices regarding an Agreement must be in writing and in Dutch, French or English. For both Parties, notification by email shall be deemed valid, except for the provisions of this Agreement requiring registered mail.

Article 11. Enforceability

Any provision of an Agreement that is declared void or unenforceable, in whole or in part, shall be deemed severable from the remainder of the Agreement, which shall remain otherwise valid.
If such provision renders the overall Agreement unworkable, each Party must make good faith efforts to provide a valid replacement provision.

Article 12. Applicable law

An Agreement shall be exclusively governed by and construed in accordance with Belgian law.

Article 13. Competent court

The courts of the district of Ghent shall have exclusive jurisdiction over any dispute concerning the interpretation, performance and/or termination of an Agreement.