General Terms and Conditions of Van Goubergen P&M

 1. Applicability

These general terms and conditions are valid from August 1, 2017, and replace all previous versions. They apply to all agreements for the supply of products and services by Van Goubergen P&M (and Lean Academy by Van Goubergen P&M). Standard conditions used by the client are not applicable unless they have been accepted by us in writing.

 

  1. Offer and Acceptance

All quotations and price estimates made by or on behalf of Van Goubergen P&M are non-binding in terms of price, content, and delivery time and expire after 30 days, unless specified otherwise. The quotations from Van Goubergen P&M are based on the information provided by the client up to that point. The client ensures that essential information for the setup and execution of the assignment has been provided. Van Goubergen P&M will describe the assignment as accurately as possible in the offer or in the order confirmation, providing the client with insight into the methodology to be followed. If necessary, delivery conditions will be mentioned. An agreement is established after acceptance by Van Goubergen P&M through a written confirmation.

 

  1. Obligations of Van Goubergen P&M

Van Goubergen P&M will endeavor to perform the agreed services with the best insight and capability in accordance with the requirements of good craftsmanship, all in line with what may be expected within the framework of the task assigned to Van Goubergen P&M. This obligation is of an effort-based commitment, as no guarantee is given regarding the result of the service provided by Van Goubergen P&M. Van Goubergen P&M may have the agreed services performed in part or in full by another party. The assignment is carried out from a professionally independent position. During the execution, the client will be consulted about the progress and the manner in which the assignment is carried out upon request. If Van Goubergen P&M encounters facts or circumstances that negatively affect the progress of our work or the result of our services, Van Goubergen P&M will inform the client.

 

  1. Obligations of the Client

The client shall ensure that all documents and data needed by Van Goubergen P&M to perform the assignment are provided in a timely manner. The client guarantees the accuracy and completeness of the data provided to Van Goubergen P&M. Van Goubergen P&M is not liable for damage caused by incompleteness or defects in the information provided by or on behalf of the client. Furthermore, Van Goubergen P&M must be able to count on the timely availability of the client’s employees involved in the work. The client is not allowed to involve third parties in the execution of the assignment without written consent from Van Goubergen P&M. Facts and circumstances arising from changes in policy and/or organization of the client, or in its direct (market) environment, must be reported to Van Goubergen P&M immediately, so that, if still possible, they can be taken into account in the execution of the assignment.

 

  1. Delivery Time

Van Goubergen P&M will do everything possible to execute the assignment within the agreed schedule. The duration of the assignment can be influenced by various factors, such as the quality of the information that Van Goubergen P&M obtains and the cooperation provided. Except in cases of intent or gross negligence on the part of Van Goubergen P&M, exceeding the delivery time does not entitle the client to whole or partial dissolution of the assignment nor to compensation for any damage suffered by the client.

Cancellations or changes later than TWO weeks (assignments in Belgium) or FOUR weeks (international assignments) before the initially scheduled day of service do not give us the opportunity to redeploy our people to an alternative assignment and will invoke an invoice for already incurred, non-recoverable expenses as well as 50% of the cost of the trainer’s time (based on the daily rates).

 

 

  1. Force Majeure

Illness and temporary or permanent incapacity for work of the involved executing persons release Van Goubergen P&M from complying with the agreed delivery term or from its delivery obligation, without the client having any right to compensation for costs, damages, or other claims. In case of force majeure, Van Goubergen P&M will immediately inform the client. After receiving this notification, the client has the right to cancel the assignment in writing within eight days, however, under the obligation to take from Van Goubergen P&M and to compensate the executed part of the assignment.

 

  1. Prices

The rates include all teaching, coaching/consulting and office costs. Rates are exclusive of travel and accommodation costs unless explicitly stated in the offer or agreement. Preparation costs or costs regarding course materials, certification,…. And other variable costs will be charged separately. All prices and rates are exclusive of VAT and other government-imposed levies. Van Goubergen P&M has the right to change the rates annually. These changes will be announced to the client at least two months before they take effect. The client is then entitled to terminate the agreement within seven working days after notification, effective from the date of the change.

 

  1. Payment Terms

Services provided by Van Goubergen P&M are billed based on the quotation and agreement; in the absence thereof, based on time spent and costs incurred and charged to the client. An invoice will be sent after the service delivery unless a different arrangement has been agreed upon. The rates in our proposals are based on the fact that our invoices are payable within 30 days from the invoicing date. If a payment term of 60 days or 30 days end of the month is chosen, the total invoiced amount will be increased by 2% to compensate the additional financing by us.  For 90 days after invoicing date or 60 days end of the month it is 4% (This choice must be communicated in advance).

Our rates are NET amounts. The amount on the quote will be increased to compensate any local tax which is withheld upfront (before payment), so that the final amount received corresponds to the (net) amounts/rates as specified in this proposal. (Withholding taxes on our invoices must be communicated to us in advance)
Invoices that are paid late automatically incur interest from the due date without prior notice. This interest is equal to the legal interest rate in commercial transactions law, which is periodically published. However, determining this interest rate does not affect the obligation to comply with the payment on the due date. If an invoice, whether in whole or in part, is not paid on the due date, Van Goubergen P&M will charge a fixed compensation equal to 10% of the outstanding invoice amount with a minimum of 50 Euros for extrajudicial recollection and contractual damage, in addition to the default interest. This does not exclude the possibility of additional relevant collection charges.
Failure to pay one or more invoices on their due date will be sufficient reason to suspend further services by Van Goubergen P&M, which will be communicated to the client. All contractual compensations will then become immediately due and payable without further notice. Complaints regarding invoices will only be considered if they are formulated and sent in writing within eight calendar days after receipt of the invoices.

 

  1. Confidential Information

Van Goubergen P&M is obliged to keep all information and data of the client confidential towards third parties. Van Goubergen P&M will take all precautionary measures in the context of the assignment to protect the interests of the client. Similarly, the client will not disclose to third parties any information about the approach, working method, and reporting of Van Goubergen P&M without the consent of Van Goubergen P&M.

 

  1. Change of the Assignment

If circumstances arise in the context of the assignment that were not foreseen at the start of the assignment, a solution will be sought in mutual consultation and in good harmony, such as adjusting the assignment. If one of the parties is affected by a situation of force majeure, they will immediately inform the other party. Parties will consult to come to a reasonable solution. Both the client and Van Goubergen P&M have the right to refrain from further continuation of the assignment if the original agreed execution becomes significantly more difficult or impossible due to changed circumstances. Upon continuation of the assignment, adjusted and new conditions will be added to the original assignment and form one whole.

 

  1. Disputes and Termination

In case of a dispute regarding the execution of the assignment, both parties will try to reach an amicable settlement. A period of one month is provided for this, counting from the notification of the dispute to Van Goubergen P&M. In case one of the parties becomes bankrupt, applies for a suspension of payment, goes into liquidation, or is dissolved, the other has the right to terminate the assignment without observing a notice period.

 

  1. Liability, Indemnities, and Exclusions

The results of the application and use of the studies conducted and advice provided by Van Goubergen P&M depend on many factors beyond the control of Van Goubergen P&M. Although the assignment is carried out by Van Goubergen P&M to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship, Van Goubergen P&M can therefore not give guarantees regarding the results of the conducted studies and provided advice. Van Goubergen P&M is only liable to the client for damage due to serious shortcomings in the execution of the assignment to the extent that such damage could have been avoided if the care, expertise, and craftsmanship expected in the given situation had been observed. In no case will the liability of Van Goubergen P&M for adverse consequences of any shortcomings extend beyond the amount of the fees due for the respective services, further limited to the fee part due over the last six months for assignments with a longer duration. To the extent that Van Goubergen P&M is dependent on the cooperation, services, and deliveries of third parties in its activities, Van Goubergen P&M can in no way be held liable for any damage resulting from these relationships with Van Goubergen P&M or the termination thereof, regardless of whether this damage arises or becomes visible during the relationship with Van Goubergen P&M. Van Goubergen P&M is not liable for consequential damage, nor for damage suffered by third parties; the client must indemnify Van Goubergen P&M against these.

 

  1. Intellectual Property Rights and Processing of Personal Data

The intellectual property rights to the material produced by Van Goubergen P&M, including all texts in course materials as well as all data available on the website www.lean-academy.be, belong to Van Goubergen P&M. The client acquires the right to use this property within the organizational part to which the assignment relates. Rights are always granted to the client or, where applicable, transferred on the condition that the client pays the agreed fees on time and in full. Any use, even partially, needs to be approved by our written consent in advance, on a case-by-case basis. If we use our client’s course materials, we will respect your intellectual property
To the extent that the client processes personal data on the server of Van Goubergen P&M, Van Goubergen P&M has the status of a processor. The client has the status of the controller for the processing of personal data within the meaning of the Data Processing Act. The client declares to fully comply with the obligations resting on the controller for processing, included in this law. In the context of the services for the client, Van Goubergen processes personal data of the contact persons specified by the client. The contact details of these persons are processed for the purpose of ‘customer management’, i.e., to communicate with the client regarding the services. The contact persons have a right of access and correction with respect to their data.

 

  1. Retention of Title

The goods delivered by us (books, syllabi, …) remain the property of Van Goubergen P&M as long as the respective invoices are not paid. Article 491 of the Belgian Penal Code applies.

 

  1. Acquisition of Consultant

If the client decides to take over a particular consultant(s) associated with Van Goubergen P&M, the client owes Van Goubergen P&M compensation of at least six gross monthly salaries of the respective consultant(s) in accordance with the employment or collaboration agreement offered to them unless otherwise agreed. The client also has a notification obligation in this regard.

 

  1. Warranty

Guarantees provided by Van Goubergen P&M concerning products not developed by Van Goubergen P&M are only given if and to the extent that the respective supplier has given a guarantee to Van Goubergen P&M which covers the potentially caused damage.

 

  1. Specific Provisions Regarding Training

Trainings organized by Van Goubergen P&M are subject to their own conditions as explicitly provided for each specific training. Except for these explicit conditions, the following conditions generally apply to ‘Trainings’: Trainings will only proceed provided that the envisaged minimum number of registrants is reached. The registration of a candidate is only final when the registration form is sent fully completed to Van Goubergen P&M, which in turn will confirm receipt of the form. The following conditions apply regarding the cancellation of a training by the candidate.

If the cancellation occurs at least 15 days before the start of the training, 25% of the registration fee will be invoiced.

If the cancellation occurs within the last 15 days before the start of the training, Van Goubergen P&M is bound by reservations and agreements, and the full amount will be invoiced. The participant will still receive all training materials on paper.

If a substitute is sent, there is no extra cost. In this case, the candidate must notify Van Goubergen P&M as soon as possible.

The registration fee for the long-term trainings includes the exam fee and one possible resit. From the second resit onwards, an additional cost per exam will be charged.

Candidates should note that from the second resit, registration must also be done via the registration form for the resit, which can be found under the CONTACT section on the website of Lean Academy by Van Goubergen P&M.

 

Complaints are treated confidentially by all parties. This means that communication about this takes place exclusively between the parties without mentions on social media, among others.

A complaint is best submitted in writing via email (dirk@vangoubergen.com) with the mention of first and last name, the attended training, date, and a clear formulation of the complaint.

Complaints are always considered as an opportunity for improvement.

 

  1. Amendment of the Conditions

Van Goubergen P&M reserves the right to change or supplement these conditions. Changes also apply to agreements already concluded, with a period of 30 days after written notification of the change. If the client does not want to accept a change in these conditions, the client can terminate the agreement up to the date on which the new conditions take effect, per this date.

 

  1. Dispute Resolution and Applicable Law

If a judicial ruling declares one or more articles of these conditions invalid, the remaining provisions of these general terms and conditions will remain fully in effect, and Van Goubergen P&M and the client will consult to agree on new provisions to replace the null and void or annulled provisions, as much as possible taking into account the purpose and intent of the null and void or annulled provisions. All offers made under these conditions and agreements concluded are exclusively governed by Belgian law. All disputes, directly or indirectly resulting from the agreement or related to it, can only be submitted to the courts of Antwerp, Turnhout divisions.

 

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Lille, February 10, 2024