General Terms and Conditions – Giraff
Article 1. Scope of Application
These general terms and conditions apply to all quotations, agreements, assignments, and invoices of Giraff CommV, with its registered office at Theophiel Roucourtstraat 12, 2600 Berchem, and enterprise number BE0892.232.625.
By confirming an assignment, whether in writing or electronically, the client declares to have taken cognizance of these terms and conditions and to agree to them.
Deviations are valid only if agreed upon in writing.
Article 2. Quotations and Agreement
Quotations are valid for 15 calendar days, unless otherwise stated.
An agreement is concluded as soon as the client confirms a quotation, order, reservation, or proposed date, either in writing or electronically.
Data confirmed via email or by any other electronic means shall be deemed to have been bindingly agreed upon.
The agreement relates exclusively to the services as set out in the quotation or confirmation.
Article 3. Execution of the Assignment
Giraff performs assignments as an obligation of means and undertakes to carry out its services with due care and professionalism.
The services may include, among other things, intake, analysis, preparation, workshops, training, coaching, guidance, and follow-up.
An initial exploratory consultation is non-binding and time-limited. Further analysis, intake, or substantive elaboration takes place in consultation and is considered a chargeable phase of the assignment.
The client commits to providing the necessary information, input, and cooperation in a timely manner. Should this fail to occur, Giraff cannot be held responsible for any delays, additional costs, or reduced effectiveness of the assignment.
Article 4. Scheduling, Cancellation, and Rescheduling
Scheduled sessions and programs are arranged by mutual agreement.
In the event of cancellation by the client, the following fees apply:
- 50% of the agreed amount for cancellations between 30 and 15 calendar days in advance.
- 100% of the agreed amount in the event of cancellation less than 15 calendar days in advance.
Rescheduling a session is considered a cancellation, unless the parties agree otherwise in writing.
Absence, illness, or internal organizational circumstances on the part of the client do not affect the applicability of these cancellation terms.
If the assignment can be rescheduled on short notice, this arrangement may be deviated from by mutual agreement.
Article 5. Prices and Payment
All prices are expressed in euros and exclude VAT, unless otherwise stated.
Travel expenses, accommodation costs, and any external costs may be charged separately.
Invoices are payable within 30 calendar days of the invoice date.
Complaints regarding invoices must be reported in writing within 8 calendar days of the invoice date.
In the event of late payment, interest and a fixed-rate indemnity may be charged automatically and without prior notice of default, in accordance with the statutory provisions regarding late payments in commercial transactions.
In the event of non-payment, Giraff reserves the right to suspend ongoing assignments.
Giraff reserves the right to request an advance payment.
Rates may be adjusted annually, based in part on indexation.
Article 6. Force Majeure
In the event of force majeure or circumstances beyond Giraff’s reasonable control that render the assignment temporarily or permanently impossible to execute, a suitable solution shall be sought in consultation—such as rescheduling or suspending the assignment.
Force majeure is understood to include, among other things: illness, government measures, technical failures, strikes, or other unforeseen circumstances.
Article 7. Liability
Giraff can be held liable solely for direct damage that is the direct result of a demonstrable error in the execution of the assignment.
Giraff is not liable for indirect or consequential damages, such as lost profits, loss of revenue, or missed savings.
Giraff’s total liability shall in all cases be limited to the amount of the relevant assignment, up to a maximum of €25,000.
Giraff’s liability shall lapse if the customer fails to report the alleged shortcoming in writing within 30 calendar days after it was discovered, or could reasonably have been discovered.
These limitations do not apply in the event of intent or gross negligence.
Article 8. Intellectual Property
All materials, models, exercises, presentations, texts, and methodologies used and provided remain the property of Giraff, unless expressly agreed otherwise.
The client may use this for internal purposes, but may not reproduce, distribute, or use it commercially without the prior written consent of Giraff.
Article 9. Confidentiality
The parties undertake to treat all confidential information received in the context of the collaboration as confidential and to use it exclusively for the execution of the assignment.
This obligation remains in force after the termination of the cooperation.
Article 10. Personal Data
The Parties undertake to comply with applicable privacy legislation, including the GDPR, in the processing of personal data within the framework of the collaboration.
Depending on the nature of the assignment, Giraff may act as a data controller or as a data processor.
Article 11. Final provisions
If any provision of these terms and conditions proves to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Belgian law applies exclusively to all agreements.
Disputes fall within the jurisdiction of the courts of the Antwerp district.