General Terms and Conditions
1.1 “GLOBAL SERVICES” means GLOBAL SERVICES BVBA, which has its registered office at 9000 Gent, Nieuwewandeling 62 bus 8, registered under company registration number BE 0459.588.869.
1.2 “Contract”/”Agreement” means the contract for services, which establishes the special terms and conditions for the Services ( as defined below), and is subject to these General Terms and Conditions. A written approval of a quotation is considered as a valid Contract.
1.3 “Client” means the client of GLOBAL SERVICES who agrees with these General Terms and Conditions.
1.4 “Course Member” means the natural person who, either as Client or as designated by the Client, follows a training course at GLOBAL SERVICES.
1.5 “Services” are the services provided to the Client in accordance with the Contract. These services can be (non-exhaustive list): training courses or education, coaching, support and related services, such as documentation, knowledge management, change management, project management, IT project development, translation, graphic support, administrative support, software development and consultancy.
1.6 “Open calendar training” means a generic training offered by a Global Services in the training rooms of Global Services.
1.7 “Establishment” is the Client’s establishment as specified in the Contract.
1.8 Project representative” is the contact person for the client appointed by GLOBAL SERVICES or his or her substitute.
1.9 “Client representative” is the Client’s contact person for GLOBAL SERVICES or his or her substitute.
1.10 “Employees” are persons appointed by GLOBAL SERVICES (whether or not they are GLOBAL SERVICES employees), or people replacing them, who actually perform the Services under the direct authority of GLOBAL SERVICES.
1.11 “Confidential Information” means company secrets, confidential data or property information, including but not restricted to, information relating to products, clients, business relations, financial or contractual arrangements or other agreements, agreements or other operations, transactions or matters, reports, recommendations, advice or tests, source and target programming codes (object codes) and development plans.
2.1 These General Terms and Conditions apply to all offers and agreements whereby goods and/or services are delivered, advice is given or rights are transferred between GLOBAL SERVICES and its Client within the context of educational assignments.
2.2 Any of the Client’s Purchase or General Terms and Conditions do not apply, unless and in so far as these are explicitly accepted by GLOBAL SERVICES.
2.3 If any provision in these General Terms and Conditions appears to be null and void or not legally valid, the other provisions shall still remain in full force. Parties shall then deliberate in order to reach an alternative arrangement.
2.4 The Client cannot transfer the rights and obligations pursuant to an agreement to which these General Terms and Conditions apply, unless GLOBAL SERVICES gives its written permission.
2.5 All price quotations made by GLOBAL SERVICES are without any obligations and, unless there is a provision to the contrary, they are valid for a term of 1 month. Unless there is a provision to the contrary, a price quotation by GLOBAL SERVICES does not entail an undertaking that an assignment shall be started within a particular term. All prices and amounts are quoted in EUROS and exclude VAT and other government taxes.
- Obligations on the part of GLOBAL SERVICES
3.1 GLOBAL SERVICES undertakes the following:
- a) to make every possible effort to enable the Employees to perform the Services and be available at the times provided in the Contract or as agreed with the Client representative. If necessary, GLOBAL SERVICES shall replace an Employee and make every possible effort to ensure that the substitute has a similar level of competence. The Employees are always given their orders, instructions and guidelines by GLOBAL SERVICES only. If the Client has any remarks on how an Employee performs Services, he, she or it shall communicate this only to the Project Representative of GLOBAL SERVICES.
- b) to appoint a Project Representative and, where necessary, to provide a substitute for him or her.
3.2 GLOBAL SERVICES shall have at its disposal any legally required permission, registration or permits necessary to perform its obligations in terms of the Contract.
- Client’s obligations
4.1 The Client undertakes the following:
- a) to appoint a Client Representative and, where necessary, to provide a substitute for him or her.
- b) to ensure that the Client Representative shall hold meetings with the Client Representative in order to draw up the planning schedule, examine any problems that were established while the Services were being performed and, in general, to monitor the evolution and course of the Services. The Client Representative or, if this has been agreed, the Project Representative, shall draw up a report of these meetings.
- c) to immediately provide GLOBAL SERVICES with all the information that is available and necessary to make it possible to deliver the Services or that will facilitate this, including information relating to regulations concerning health, safety and protection, information about strikes, bankruptcies, reorganizations and management changes within the organization.
- d) to immediately notify GLOBAL SERVICES in writing if the Client discovers or has reason to believe that (1) GLOBAL SERVICES makes incorrect assumptions when performing the Services or (2) GLOBAL SERVICES was given incorrect information.
- e) to sign a periodic time sheet on request of GLOBAL SERVICES or have it signed by the Client Representative, whereby the Client declares that he, she or it agrees with the number of hours of work performed by GLOBAL SERVICES and with the work that was performed during the past month. The Client or Client Representative shall sign this time sheet no later than on the tenth working day of the next month.
- f) to agree with or submit one entire document of remarks, any report or other document for which agreement with GLOBAL SERVICES is required, within ten days or within the period agreed between the Client and Project Representative.
- g) to inform GLOBAL SERVICES immediately in writing if the Client has reasons to assume that the Services are not performed properly.
- h) to ensure that all the persons appointed by him, her or it who assist GLOBAL SERVICES in performing the Services, are fully qualified to do so.
- i) to grant access to Employees to the Establishment (or any other establishment of the Client where the Employees perform the services in accordance with parties’ mutual agreement) within the working hours that the Client finds normally applicable or, if certain Services must be performed urgently and after the Project and Client Representatives have agreed, at all times.
- j) to conform to the legal provisions relating to the security of computer programs and privacy regarding information and particulars delivered to GLOBAL SERVICES, and to indemnify GLOBAL SERVICES against any claims in this regard attributable to the Client. The Client must mark as “Personal” any particulars that he, she or it provides to GLOBAL SERVICES.
- k) to provide in the Establishment (or any other establishment of the Client where the Employees perform the Services in accordance with Parties’ mutual agreement) with any reasonable office equipment, including a telephone, fax, internet and e-mail facilities, the facility to make copies and any necessary hardware and software that is to allow GLOBAL SERVICES to provide the Services professionally.
- l) to indemnify GLOBAL SERVICES against all (legal) claims pursuant to any infringement or suspected infringement of a patent, trade or service mark, registered design or copyright, which is directly or indirectly caused by the Client.
- Implementation of the services
5.1 GLOBAL SERVICES reserves the right to cancel or suspend an announced and Open calendar training course if GLOBAL SERVICES is of the opinion that there is too little interest in such training course.
5.2 Enrolling for an Open calendar training can be done exclusively in writing or electronically (by email or enrolling through the GLOBAL SERVICES website.
5.3 All data, places and times stated by GLOBAL SERVICES are indicative and fixed to the best of its knowledge. GLOBAL SERVICES shall notify the Client as quickly as possible of any (probable) changes. Under no circumstances whatsoever is GLOBAL SERVICES obliged to pay compensation for damages due to a change in the said data, places and/or times.
5.4 If it has been agreed that the entire or a part of the training course shall be given at the Client’s office, then the Client shall provide the employees of GLOBAL SERVICES sufficient space and other means to be able to work uninterruptedly. In such a case, the Client shall grant GLOBAL SERVICES access to the place or places where the training course agreed must be given. In such a case the Client is always responsible for the proper functioning of the entire infrastructure that is necessary to be able to successfully provide the training course. In such a case, GLOBAL SERVICES can never be held liable for an incomplete and/or poor training course pursuant to dysfunctional equipment and/or systems installed on such equipment.
GLOBAL SERVICES shall inform the Client in good time of its Employees’ annual leave or illness. From time to time, the Employees shall also attend company meetings, training courses and technical seminars organised by GLOBAL SERVICES. The Project Representative shall notify the Client Representative in advance on what days certain Employees shall not perform Services for these reasons.
- Health, safety and protection
GLOBAL SERVICES guarantees that its Employees shall duly respect the Client’s regulations relating to Health, Safety and Protection, on condition that the Client has made available in good time and unequivocally all information relating to such regulations applicable to the Establishment or to any other establishment where the Employees shall perform the Services in accordance with Parties’ mutual agreement. Training organized by the customer in the context of safety and such is considered as hourly fees and will be invoiced to the customer.
- Labour disputes at the Client’s
If the Employees are unable to perform the work in the Establishment or in any other establishment of the Client where the Employees must perform the Services in accordance with Parties’ mutual agreement due to the temporary closing of the establishment, labour disputes at the Client’s or for any other reason whatsoever falling within the control of the Client, yet beyond the control of GLOBAL SERVICES, the Client shall be charged for the days lost. GLOBAL SERVICES shall invoice the Client for the days lost as if any Employee concerned performed the Services on those days. This based on the cancellation policy as described in section 11.
Unless explicitly agreed in writing, the equipment, information carriers, programs, documents and all other materials relating to the delivery of the Services and which GLOBAL SERVICES made available to the Client, remain the property of GLOBAL SERVICES.
- Intellectual property
10.1 With the exception of all pre-existing rights of third parties and GLOBAL SERVICES, all intellectual property rights, including but not restricted to copyright, design rights and know-how, relating to Confidential Information or other information belonging to the Client and relating to the work of GLOBAL SERVICES, which is based on Confidential Information or other information belonging to the Client, performed within the context of the Contract, shall remain the Client’s property. GLOBAL SERVICES has a non-exclusive and not-transferable licence to use and examine the Client’s Confidential Information to achieve the objectives of the Services for the course of the Contract term.
10.2 With the exception of all pre-existing third-party rights, all transferable intellectual property rights, including but not restricted to copyright, design rights and know-how, relating to the Confidential Information or other information of GLOBAL SERVICES and work done by GLOBAL SERVICES, including but not restricted to tools, techniques, reports, documentation, drawings, data, working documents and equipment belonging to GLOBAL SERVICES, shall remain the property of GLOBAL SERVICES. The Client has a non-exclusive, personal and non-transferable licence to use the work delivered by GLOBAL SERVICES for the Client. The Client shall only use the work based on the Confidential Information only for internal use and it shall not make this available to third parties in any other manner whatsoever, either directly or indirectly, for payment or free of charge. The Client is strictly forbidden to translate, modify or otherwise change the services and software provided by GLOBAL SERVICES without the prior written permission of GLOBAL SERVICES.
The proposed dates are always indicative and are only regarded as binding after GLOBAL SERVICES has confirmed the order. Hereafter, cancellation is only allowed on condition that the following cancellation fees are paid:
cancellation up to 3 weeks in advance: 20%
cancellation up to 2 weeks in advance: 50%
cancellation up to 1 week in advance: 100%.
All already assumed project-related costs are fully invoiced. These include costs in this non-exhaustive list: flights, hotel bookings, transport costs etc.
- Each party has the right to immediately terminate by written notice to the other party if such other party:
- a) commits an essential or persistent breach of its obligations in terms of the Contract or these General Terms and Conditions, and such breach is either irreparable or the other party failed to repair such breach within a time span of ten (10) days after having received a written notification of the breach; or
- b) finds himself, herself of itself in a state of bankruptcy, becomes indigent, is dissolved, or a curator, liquidator, administrator, trustee or similar person is appointed for the entire or a substantial part of the other party or when the other party concludes or proposes a settlement with all its creditors or if something similar to the above occurs in any applicable field of law.
12.2 When the Contract expires or is terminated:
- a) all parties’ rights and obligations in terms of the Contract, except those that are explicitly or tacitly intended to become or remain effective after the Contract has expired or is terminated, cease to exist;
- b) the Client shall immediately pay to GLOBAL SERVICES any amounts still due in terms of the Contract. If GLOBAL SERVICES terminates the Contract in application of Article 12.1 of these General Terms and Conditions or the Client terminates the Contract outside the terms and conditions of Article 12.1 of these General Terms and Conditions, GLOBAL SERVICES is entitled to compensation for loss of profit on the Services not yet performed in the amount of 20% of the payments that would still be owed if all Employees concerned would have performed Services until the end of the period of the Contract running at that time, without prejudice to the right that GLOBAL SERVICES has to more compensation for damages if it can prove greater damage;
- c) GLOBAL SERVICES shall, at the Client’s request, return all the material and equipment that the latter has delivered (such as – but not limited to – laptop, laptop accessories, company documents, presentations, …).
13.1 The liability of GLOBAL SERVICES is strictly limited to the service provision as stated in this price quotation/agreement. Regarding agreements concluded between GLOBAL SERVICES and the Client, the latter shall indemnify GLOBAL SERVICES for claims by third parties having a business relationship with the Client.
12.2 The liability of GLOBAL SERVICES towards the Client in terms of the Contract, which arises from negligence, breach of contract or for any other reason, shall never exceed the lowest of the following amounts: either (1) EUR 75,000 or (2) the total amount that the Client had already paid to GLOBAL SERVICES in terms of the Contract at the moment that this reason occurred.
13.3 GLOBAL SERVICES is not liable for products or services consisting of or based on information or materials delivered by the Client or third persons.
13.4 The Client cannot hold GLOBAL SERVICES liable for whatever indirect or additional losses or damage, including but not restricted to, loss of turnover or profit, pursuant to negligence, breach of contract or any other cause whatsoever.
13.5 The responsibility for making decisions based on information of GLOBAL SERVICES lies exclusively with the Client.
13.6 The guarantees of GLOBAL SERVICES relating to performing the Services are exclusively restricted to those explicitly provided in the Contract or these General Terms and Conditions.
14.1 During the course of the Contract and for 1 (one) year after its expiry or termination, neither of the parties shall misuse the services of a person who is engaged by the other party and who collaborated in performing the Contract, either directly or indirectly, as employee, white-collar worker, self-employed, partner or in whatever capacity or manner whatsoever.
14.2 Parties agree that if Article 14.1 of these General Terms and Conditions is contravened, the defaulting party is obliged to pay the other party compensation. Such compensation shall be paid no later than within a term of thirty (30) days after the contravention. The compensation is equal to the last monthly salary that GLOBAL SERVICES or the Client has paid to its or his, her or its poached appointee, multiplied by 13.9 or, if the appointee is not a staff member but a sub-contractor, the higher amount of (I) the total amount that GLOBAL SERVICES BVBA or the Client paid to the poached appointee during the last 12 months, and (II) the amount that GLOBAL SERVICES BVBA or the Client paid to the poached appointee for the last full month, multiplied by 12.
- Confidential nature
15.1 Unless the other party has agreed in writing, no party at all shall disclose the other party’s Confidential Information to someone who does not need it for the purposes of correctly performing the Contract. Communication shall be strictly confidential.
15.2 Unless the other party has agreed in writing, neither of the parties shall use the Confidential Information given or provided by or on behalf of the other party for any purposes other than for the performance of the Contract.
15.3 Confidential Information does not include:
- a) information that was disclosed before such communication.
- b) information that is or becomes available to one of the parties through third persons who, by making such communication, do not infringe any explicit or tacit agreement regarding confidentiality towards the other party in the Contract.
15.4 The obligations relating to confidentiality of this Article 14 remain effective for 5 years after the end of the Contract. However, GLOBAL SERVICES may always disclose a brief and concise summary of the work performed in terms of the Contract, on condition that mention is only made of the name of the Client or of a company affiliated to the Client if the Client gave his, her or its permission in advance and in writing. The Client shall only refuse such permission on the grounds of sound reasons. The Client shall not publish or disclose the work delivered by GLOBAL SERVICES in terms of the Contract in any form whatsoever, unless GLOBAL SERVICES has given its permission in advance and in writing. GLOBAL SERVICES can only refuse such permission on the grounds of sound reasons.
GLOBAL SERVICES may include the Client in its list of clients.
- Force majeure
Neither of the parties shall be liable for failures or delays in the performance of its obligations in terms of the Contract or these General Terms and Conditions pursuant to causes beyond the respective party’s reasonable control. Force majeure must be understood to include: illness of one of the employees of GLOBAL SERVICES, strikes, complete or partial stagnation of the means of transport, telecommunication disruptions, operational disruptions and force majeure and/or failure by the suppliers of GLOBAL SERVICES.
17.1 Unless it was explicitly agreed otherwise in writing, payment of any amount invoiced by GLOBAL SERVICES must be made into the bank account of GLOBAL SERVICES, without any costs for GLOBAL SERVICES and within 30 (thirty) days after invoice date.
17.2 If no payment is made within this term, late payment interest of 1% per month and a one-off fixed amount for compensation for damages of 10% – with a minimum of EUR 250.00 – on any invoices due but not yet paid shall be owed at law and without notice of default. Each month started will be calculated as a complete month. GLOBAL SERVICES has the right to suspend performance of the agreement if due invoices are not paid. Upon suspension all non-due invoices will be considered as due invoices.
17.3 In the case of early termination or cancellation, the Client’s payment obligations relating to invoices that were due before the moment of termination continue to exist.
17.4 If the Client applies for payment deferment, becomes bankrupt, is placed under administration or loses control of his, her or its assets in any other manner or if the Client has legal personality, in the case of dissolution of such legal person or in other cases where it is plausible that the Client shall no longer be able to meet his, her or its liabilities, GLOBAL SERVICES shall have the right, without having to send any more detailed notice of default, to declare all agreements concluded with the Client terminated by means of a written statement, without prejudice to any other remedies legally available to GLOBAL SERVICES, including the right to compensation for any damage suffered by GLOBAL SERVICES.
17.5 If the Client does not meet his, her or its obligations towards GLOBAL SERVICES within 14 (fourteen) days after having received a warning to this effect or having been sent a notice of default, GLOBAL SERVICES can, at law without the intervention of a Court, suspend the performance of the agreement and/or terminate the agreement, without prejudice to any other remedies legally available to GLOBAL SERVICES, including the right to compensation for any damage suffered by GLOBAL SERVICES.
Any notification by the one party to the other shall be made in writing and delivered personally or by post.
18.2 Applicable law and competent Court
These General Terms and Conditions are subject to Belgian Law.
Before submitting a dispute to a Court of law, both parties are committed to negotiate in good faith and in compliance with the reasonable interests of the other party, within the purpose of an amicable settlement.
In case a dispute is submitted to a Court of law, then this falls under the jurisdiction of the Court in Ghent.
Neither of the parties shall transfer all or a part of his, her or its rights or obligations in terms of the Contract to a third person without the other party’s permission in advance and in writing.
The fact that a right is not claimed or a sanction is not applied by one of the parties by no means signifies a waiver of any right.
18.5 Complete Contract
Together with this Contract, these General Terms and Conditions form parties’ complete agreement relating to the Services and replace any previous proposals, discussions or agreements, regardless of whether or not these were made orally or in writing. Signing of the Contract means that the Client agrees with the General terms and conditions. A written approval of a quotation via e-mail is considered as a valid Contract. Any addition or amendment to the Contract or these General Terms and Conditions must be made in writing and must be signed by both parties. If there are any conflicting provisions between these General Terms and Conditions and the Contract, the provisions of the Contract shall enjoy priority.