Algemene voorwaarden

Client

Any individual or entity entering into a Contract with CMCT;

Consumer

The Client, exclusively a natural person, who has entered into a Contract with CMCT, and qualifies as a ‘consumer’ within the meaning of the Belgian Code of Economic Law;

Content

Any data, information or material, that is shared by CMCT to the Client through provision of the Services, including but not limited to text, images, pictures, software, programs and other (third party) information;

Contract

The contract that arises between CMCT and the Client when the Client accepts CMCT’s offer, either in writing or electronically, and which governs the commercial relationship between Parties.

Enterprise

The Client, exclusively a legal entity (whether incorporated or not) acting for professional purposes, that has entered into a Contract with CMCT and qualifies as an ‘Enterprise’ within the meaning of the Belgian Code of Economic Law and therefore is not considered a ‘Consumer’ in its commercial relationship with CMCT;

ICF Code of Ethics

The Code of Ethics as established by the International Coaching Federation (ICF) which can be found on the ICF’s website: https://coachingfederation.org/ethics/code-of-ethics;

Party

Each party to the Contract;

Privacy Legislation

Refers to the General Data Protection Regulation (GDPR) of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of personal data and all Belgian implementing laws;

Privacy Policy

CMCT’s privacy policy, which explains how CMCT processes Clients’ (employees, directors, appointees, or other associated individuals) personal data, and is accessible on the Website;

Services

The coaching and/or training services provided by CMCT in the areas of leadership, communication, stress management, team management and other related fields as needed;

Website

CMCT’s website: https://www.cmct.be/.

2. Offer, Scope and Contract formation

2.1 The commercial relationship between the Client and CMCT is governed by the Contract and these Terms and Conditions, which the Client acknowledges having read and expressly accepted. These Terms and Conditions apply to all CMCT’s quotations, offers, Contracts and Services. In case of conflicts between the Terms and Conditions and the Contract, the provisions of the Contract shall prevail. These Terms and Conditions are exclusively applicable, excluding the terms and conditions of the Client.

2.2 At all times, CMCT shall be entitled to request additional information about the signatory and about the (potential) Client. CMCT shall be entitled to cancel the Contract or suspend the performance of the Services in case of (i) doubts regarding the identity of the signatory, (ii) doubts regarding the creditworthiness of the (potential) Client and (iii) indications that the (potential) Client intends to resell the Services without the explicit permission of CMCT. Such a cancellation of the Contract or suspension of the execution of the Contract will never entitle the Client to receive any form of compensation or damages.

2.3 If a CMCT offer has a limited validity period or is subject to conditions, this will be expressly stated in the offer. The offer always contains a complete and accurate description of the Services offered by CMCT and the rights and obligations attached to the acceptance of the offer (e.g. price excluding taxes, payment method, delivery or execution of the Services). The description is sufficiently detailed to allow the Client to properly assess the offer. If CMCT uses images, these images will only have an indicative value.

2.4 The Contract is only concluded when the Client accepts CMCT’s offer, either in writing or by electronic means, thereby accepting the Terms and Conditions which are included in the Contract. CMCT may and can, with all legally permitted limitations, store and use electronic files in order to demonstrate that the User has accepted the Terms and Conditions electronically.

2.5 The Terms and Conditions are accessible on the Website at all times. CMCT reserves the right, in regard of the change of relevant legislation, the change of market situation, the change of its business policy or at its own discretion, to unilaterally change, modify, cancel, add or remove parts of these Terms and Conditions at any time without a prior notice by posting the updated/amended Terms and Conditions including the day of its effectiveness on the Website. Such changes will be valid and effective as of the moment of posting on or the Website.

3. Price and payment

3.1 The Services will be provided at the price set out in the offer as accepted by the Client (hereinafter ‘Price’).

3.2 The Price excludes VAT unless otherwise stated. If any applicable taxes or additional (administrative) costs are charged to the Client in addition to the Price, these will be clearly stated in advance, along with the applicable rates and the total amount to be paid.

3.3 Each invoice needs to be paid by the due date specified on the invoice.

3.3.1 In the event of total or partial non-payment or untimely payment by the Client-Enterprise, a late fee may be applied to overdue amounts in accordance with Article 5, par. 1 of the Belgian Act of 2 August 2002 on combating late payment in commercial transactions. This default interest will automatically start to accrue from the day after the due date of the outstanding invoice, without the need for a prior notice of default.

In the event of late payment by the Client-Enterprise, the outstanding amount will automatically, and therefore without the need for a prior notice of default, be increased by a fixed indemnity of 10% of the principal sum, with a minimum of €50.00.

3.3.2 In the event of total or partial non-payment or untimely payment by the Client-Consumer, CMCT will send a written notice of default to the Client free of charge to pay the outstanding invoice(s).

In the event of non-payment within 14 calendar days after receipt of this first reminder, interest and a damage clause will be charged in accordance with Article XIX.4 Economic Law Code. Negligence interest is budgeted at the legal interest rate. The damage clause is:

- for principal amounts due up to € 150.00: € 20.00;

- for principal amounts due between € 150.01 and € 500.00: € 30.00 + 10% of the principal amount due on the tranche between € 150.01 and € 500.00;

- for principal amounts due more than € 500.00: € 65.00 + 5% of principal due on the tranche above € 500.01 with a maximum of € 2,000.00;

For every second and additional reminder, a cost of € 7.50 will be due.

If CMCT fails to fulfill its contractual obligations, after having been given notice of default in writing by the Client-Consumer whereby CMCT is given sufficient time to fulfill the contractual obligations, the Client-Consumer is entitled to a flat-rate compensation calculated in accordance with the calculation method in the above paragraph.

3.3.3 In addition, in the event of total or partial non-payment or untimely payment by the Client, CMCT reserves the right to suspend the execution of the Contract, without prior notice of default and without compensation, until CMCT has received full payment (incl. interest and costs).

3.4 Under penalty of forfeiture, the Client-Enterprise must submit any protest regarding an invoice within 8 calendar days of the invoice date, in writing and by registered mail to CMCT, mentioning the invoice number and date. In the absence of a protest within the aforementioned period, the invoices will be considered as definitively accepted.

4. Contract duration and cancellation

4.1 The Contract comes into force upon the Client’s written acceptance of the offer, communicated to CMCT either in writing or electronically. Any deviations from the accepted offer require mutual written agreement.

4.2 The Contract in general is a fixed-term contract, as outlined in the offer, specifying a set number of sessions to be completed within a defined time period. Sessions must be conducted within this period without deviation from the agreed schedule.

In case no time period is defined, sessions must still be conducted within a reasonable time.

4.3 The Contract may only be terminated early by mutual written consent of both Parties, except as otherwise stated in these Terms and Conditions.

4.4 The Client may cancel a scheduled coaching-session by providing written notice at least 48 hours in advance. Failure to provide such notice will result in the session being considered completed and charged accordingly. If the Client repeatedly cancels coaching-sessions without valid reason, CMCT reserves the right to terminate the Contract with immediate effect, subject to written notification.

4.5 The Client may cancel a scheduled training-session free of charge at least 20 days in advance. When the Client cancels a scheduled training-session between the 20^th and 10^th day in advance, a lump sum of 50% of the Price increased by any costs incurred by CMCT (including but not limited to any cost for preparatory work and/or materials/purchased licenses) is due. When the Client cancels a scheduled training-session 10 or fewer days in advance, the Price increased by any costs incurred by CMCT (including but not limited to any cost for preparatory work and/or materials/purchased licenses) is due.

4.6 CMCT reserves the right to reschedule a coaching and training session due to unforeseen circumstances, providing the Client with as much notice as reasonably possible.

5. Intellectual property

5.1 The Client recognizes expressly that all Content is protected by copyright and other (intellectual) property rights.

5.2 Each User is granted a limited right of access, use and display of the Content (hereinafter: “Right of use”). This Right of use is non-exclusive, non-transferable and is restricted to personal or internal use (in case of a Client-Enterprise, within the organization of the Client-Enterprise). The Right of use ends upon termination of the Contract.

5.3 The User may not reproduce, publicly disclose or make available to third parties the Content without the prior written consent of CMCT.

5.4 In the event of any breach by the User of the provisions of this article, CMCT reserves the right to claim compensation from the User for the damage suffered.

6. Liability

6.1 The Client acknowledges and agrees that the use of the Services does not guarantee any increase in revenue, sales growth, or any financial or commercial benefits. CMCT makes no explicit or implicit assurances regarding the results that may be achieved through the use of the Services.

6.2 The Client is aware and agrees that the use of the Services is at his/ her sole risk. Neither CMCT or any of its employees, directors or agents shall be liable for the use of the Services and the possible consequences or damages that may result therefrom.

6.3 The application of article 6.3 new Belgian Civil Code is expressly excluded. The Client shall refrain from holding any auxiliary person or executive agent (being an employee, director, independent employee or any other appointee) of CMCT non-contractually liable for damage resulting from CMCT's non-compliance with the contractual obligation. Should an auxiliary person or executive agent of CMCT still be held liable, this auxiliary person or executive agent shall in any event be entitled to invoke all defenses which his or her principal may invoke with regard to the principal, irrespective of whether the principal concerned is CMCT or is itself an auxiliary person. The auxiliary person or executive agent shall also be entitled to invoke all defenses which he or she may invoke vis-à-vis his or her principal (whether or not CMCT).

6.4 CMCT’s or any of its employees’, directors’ or agents’ liability is in any case limited to the amount for which they are insured.

CMCT’s liability shall be limited to the lower of the following two amounts: (i) the invoice value of the latest invoice related to the Services, or (ii) the amount of the payment of the insurance policies entered into by the CMCT. CMCT’s liability shall in any case be limited to the liability mandatory under Belgian law. The Client accepts that it must always notify CMCT in the shortest possible time of any damage it has suffered as a result of using the Services. Any aggravation of the damage as a result of the failure to give such prompt notice shall not be attributable to CMCT.

7. Force Majeure / Hardship

7.1 CMCT cannot be held liable for any failure to meet its obligations under the Contract if this failure is due to force majeure or hardship. Usual events of force majeure or hardship include: all circumstances that at the time of the conclusion of the Contract were reasonably unforeseeable and unavoidable, and which prevent CMCT from performing the Contract, or which would make the performance of the Contract more difficult, financially or otherwise, than would normally be the case (including, but not limited, to: war, natural disasters, fire, seizure, epidemics and pandemics, delays with or bankruptcy of third parties engaged by CMCT, shortage of staff, strikes, organizational circumstances, threat or acts of terrorism, interventions by public authorities, power interruptions and failures of or interruptions to any communications equipment, software or hardware). The aforementioned situations entitle CMCT to review and/or suspend the execution of the Contract by simple written notice to the Client, without being liable to pay compensation. CMCT shall be entitled to terminate the Contract if the situation of force majeure and/or hardship lasts longer than two (2) months.

8. Execution of the contract and confidentiality

8.1 Parties will cooperate in a spirit of mutual loyalty and will not commit acts or make statements that would contradict the objectives of the Contract or discredit or hinder activities of the other Party.

8.2 CMCT shall maintain the confidentiality of all internal and personal information to which it has access during the course of the Contract. Such information shall not be disclosed to third parties or used for any purpose other than the performance of the Contract, unless explicitly authorized by the Client. This confidentiality obligation does not apply to information:

i. that was publicly known, other than disclosure by CMCT or CMCT appointee(s);

ii. which becomes known to CMCT on a non-confidential basis by any source;

iii. that CMCT is obliged to disclose because of a final (against which all remedies have been exhausted) court order, a final arbitral decision, or a final order by a public authority;

iv. which CMCT is obliged to disclose under any statutory, decree or regulatory or other binding governmental provision;

v. which CMCT is required to disclose in the context of his/her defense in legal proceedings or arbitration.

This confidentiality obligation shall apply during the term of the Contract as well as for 2 (two) years after the termination of the Contract.

8.3 CMCT shall at all times adhere to the ICF Code of Ethics.

8.4 CMCT acts as a data controller in relation to the processing of personal data necessary for providing its Services.

CMCT shall only process personal data in accordance with its Privacy Policy and the Privacy Legislation. Upon entering into the Contract, the Client confirms that they have read and understood the Privacy Policy. A copy of the Privacy Policy is available on the Website or can be provided upon first request.

9. Testimonials

9.1 The Client agrees that CMCT may request their consent or the consent from the Client’s employees, directors or any other appointees to use testimonials, feedback, or reviews provided by them about the Services for marketing and promotional purposes. Upon receiving explicit consent from the Client or the relevant employee, director or appointee, CMCT may display the testimonial, including the name (or initials of the name) of the Client or the individual providing the testimonial, and any other agreed-upon details, on its website, social media, or other promotional materials.

9.2 Consent from the Client or any of its appointees is voluntary and may be withdrawn at any time by notifying CMCT in writing. Upon withdrawal of consent, CMCT will promptly cease using the testimonial in any new materials and, to the extent feasible, remove it from existing materials.

10. Support and complaints

10.1 If you have a complaint regarding our Services, you can submit it to us via our email address info@cmct.be. Please describe your complaint in as much detail as possible. You will receive a response from us as soon as possible.

10.2 If you need any assistance to use or access our Services, you can always contact us via our email address info@cmct.be.

11. Miscellaneous

11.1 The invalidity, nullity, and/or unenforceability of any provision of these Terms and Conditions shall not in any way affect the validity and/or enforceability of the remaining provisions of the Terms and Conditions. The relevant provision shall be replaced by a valid provision that strives to achieve as closely as possible the purpose and intent of the invalid or voided provision. If parties do not reach an agreement, then the competent court may mitigate the invalid provision to what is (legally) permitted.

11.2 The Client accepts electronic evidence. The Client is solely and exclusively responsible for the accuracy of all data that he or she provides. The final confirmation of the order by the Client shall be considered acceptance of the order at the stated price. The Client’s confirmation shall be considered a signature and express acceptance of all transactions via the website.

11.3 The (repeated) failure by CMCT to exercise any of its rights may only be construed as a toleration of a particular situation and shall not give rise to a forfeiture of its rights.

11.4 CMCT is entitled to assign or transfer this Contract, in whole or in part, to any affiliate or to another company in connection with the sale, transfer, merger, consolidation, or any other disposition of all or substantially all of its assets or business.

12. Applicable law and dispute resolution

12.1 In case of disputes between CMCT and the Client, only Belgian law shall apply and only the courts of Leuven shall have jurisdiction, unless otherwise provided in mandatory legal provisions.