GENERAL TERMS AND CONDITIONS

STAND UP COMPANY

Article 1: Scope

1.1. These general terms and conditions govern the contractual relationship between the private limited liability company “STAND UP COMPANY”, with registered office at 3520 Zonhoven, Grote Hemmenweg 150, RPR Antwerp, Hasselt division and registered in the Central Database for Enterprises under the number 0687.653.091 (hereinafter “Stand Up Company”) and the Client.

1.2. In these general terms and conditions, the following definitions shall apply:

‘Client’: a company as defined in Art I.1.1) of the Economic Law Code (WER).

‘Event’: an assignment by a Client where Stand Up Company speaks in front of an audience for 30-90 minutes. This may be a public event, where several speakers take the stage and speak in front of an audience or an internal event such as e.g. companies organising an event for their employees, Clients and/or suppliers where Stand Up Company is asked as a speaker for part of the programme. This is always in the form of a presentation and the event is always at an agreed date, location/online and time. The organisation of the event is mainly handled by the Client, unless Stand Up Company sets up its own event.

‘Training’: a half-day or full-day event where Stand up Company trains a group through theory and practical exercises to better communicate, speak and tell stories within their business context. The training is organised and delivered either integrally by Stand Up Company, or by the Client itself or by a third party at its offices or at an agreed location (date, time, location always in consultation with the Client).

‘Project’: a long-term assignment (several weeks to several months) from a Client where Stand Up Company, in line with a strategy change, new vision, office relocation, culture project, leadership programme, etc. of this Client, provides guidance in the form of 1-1 coaching, training days, presentations, advice or a combination of all the previous ones in the field of communication, storytelling and/or leadership.

1.3. These general terms and conditions apply to all activities and to all invoices from Stand Up Company to the Client and to all agreements between Stand Up Company and the Client. These terms and conditions form an integral part of the agreement with the Client. They can only be deviated from expressly in writing.

1.4. Prior to entering into the agreement, the Client declares that it has received these general terms and conditions, has taken note of their content and has accepted them. Consequently, the application of these general terms and conditions is accepted by the Client by the mere fact of placing an order or concluding a contract with Stand Up Company.

1.5. Stand Up Company and the Client declare and confirm that each provision of these general terms and conditions is proportional to the whole of the other provisions, that the rights and obligations arising from these general terms and conditions balance each other out and that the Client has had an effective opportunity to negotiate and influence the content of the provisions.

1.6. The application of these terms and conditions is an essential condition for Stand Up Company to enter into the agreement.

If offer and acceptance refer to different general terms and conditions, both Stand Up Company and the Client have a right of withdrawal. To exercise the right of withdrawal, the party must, within a period of five (5) calendar days from the receipt of acceptance, expressly notify the other party in writing (by e-mail) that it is waiving the contract. In the absence of such a protest, the agreement is nevertheless concluded.

1.7. Should one or more provisions of these terms and conditions be wholly or partially void or unenforceable, this shall not affect the validity or enforceability of the remaining provisions of these terms and conditions. The parties undertake to replace the invalid or unenforceable provision (in whole or in part) by a legally valid provision, which will correspond to the original intention of the parties (incl. economic consequences), or as closely as possible.

Article 2: Price 

2.1. All prices are expressed in euros and exclude VAT. Any increase in the VAT rate or any other taxes between the order and execution shall be borne by the Client.

2.2. Stand Up Company reserves the right to correct any typographical errors regarding the quotation. Stand Up Company is entitled, in accordance with legal provisions, to unilaterally change prices if such price changes are due to objective circumstances beyond its control such as, among others, changes in VAT, taxes and excise duties, delivery costs, purchase costs, production costs, labour costs, etc.

2.3. Additional work in the event of a Project (i.e. all work that was not included in the quote and is required by the Client) will be charged by Stand Up Company to the Client based on an hourly rate varying between EUR 125 and EUR 180 excluding VAT.

2.4. Under no circumstances can Stand Up Company or the Client introduce a price reduction by merely giving written notice. Nonetheless, in the event of non-performance that is insufficiently serious to justify termination, the parties may claim a price reduction in court after notice of default has elicited no response.

Article 3: Payment

3.1. Stand Up Company is entitled to request prepayment invoices. All invoices are payable by bank transfer, unless expressly agreed otherwise between the parties.

3.2. The prepayment and ordinary invoices are payable within 15 calendar days from the date of receipt of the invoice, unless expressly agreed otherwise.

3.3. If the prepayment or ordinary invoice is not paid or not paid in full by the due date, interest of 1% per month will automatically be payable and without any notice of default being required, starting from the invoice due date.

The invoice shall also automatically be increased and without any notice of default, by a fixed late payment penalty equal to 10% of the invoice amount, with a minimum of EUR 200. All this is without prejudice to Stand Up Company’s right to demonstrate and seek compensation for higher damages.

3.4.  The Client shall in all cases remain jointly and severally liable for the payment of Stand Up Company’s prepayment and ordinary invoices, even if Stand Up Company has agreed to prepare invoices in the name of third parties.

3.5. All issues regarding prepayment and ordinary invoices must be addressed to the registered office of Stand Up Company by registered letter with justification, under penalty of cancellation, within 5 calendar days of receipt of the invoice.

3.6. In the event of non-payment of a prepayment or ordinary invoice, all outstanding payments, even on invoices not due, shall automatically become due and payable and without notice of default.

3.7. In the event of late payment of a prepayment or ordinary invoice, Stand Up Company reserves the right, without prior notice of default, to (i) cease the provision of services immediately and only resume them after payment of all outstanding and due invoices or (ii) suspend the provision of services, if they had not yet started up.

Article 4: Intellectual property rights

4.1. Stand Up Company owns all of its intellectual property rights including syllabus, presentations, courses, slides, books (including Stand up to stand out) etc. At no time are Stand Up Company’s intellectual property rights transferred to the Client unless the parties expressly agree otherwise in writing.

4.2. The Client may not film the Event, Project or Training and/or reproduce or distribute any such film without the prior consent of Stand Up Company. The Client is prohibited from copying, duplicating and/or distributing Stand Up Company’s intellectual property rights.

4.3. The Client expressly acknowledges the right on the part of Stand Up Company to use the Client’s name and logo, or photographs of the service provided in the Client’s environment, as references.

Article 5: Confidentiality

The parties undertake to keep secret all confidential information received from each other. Unless otherwise agreed by the parties, all information communicated shall be deemed to be confidential.

Article 6: Non-compliance and termination

6.1. The agreement between the parties shall be terminated automatically at the Client’s expense in the event of the liquidation, dissolution or death of the Client.

6.2. The Client may unilaterally terminate the agreement entered into by sending a registered letter to the registered office of Stand Up Company, subject to payment of a lump sum in compensation to Stand Up Company, which for an Event, Project or Training is equal to (i) 100% of the total amount of the quote if unilateral cancellation is communicated 2 weeks before the date of the Event/Project/Training or (ii) 75% of the total amount of the quote if unilateral cancellation is communicated 1 month before the date of the Event/Project/Training or (iii) 35% of the total amount of the quote if unilateral cancellation is communicated after signature of the quote and before the 1-month period preceding the date of the Event/Project/Training. All this is without prejudice to Stand Up Company’s right to demonstrate and receive compensation for higher damages.

6.3. Subject to the agreement of both parties, no compensation shall be due should the Event, Project or Training be postponed to a different (start) date than initially agreed.

6.4. If Stand Up Company cannot fulfil its contractual obligations, other than as a result of force majeure as stipulated in Article 8.1 of these terms and conditions, Stand Up Company shall, in order to prevent and limit the harmful consequences of the non-performance, propose an alternative person as a reasonable measure. Refusal of the alternative by the Client shall not give rise to compensation. If Stand Up Company could still be held liable in the event of non-performance, this shall in all circumstances be limited to the total amount agreed between the parties for the assignment.

Article 7: Liability

7.1. Stand Up Company undertakes into a best endeavours obligation when performing its work.

7.2. Stand Up Company shall not be liable for damage of any kind, except in the event of wilful misconduct or gross negligence on its part or on that of its appointees, unless the parties expressly agree otherwise in writing. In all circumstances, Stand Up Company’s liability is limited to the total amount agreed between the parties for the assignment.

Article 8: Force majeure and unforeseen events

8.1. Cases of force majeure, regardless of whether they temporarily or permanently render the performance of the contract impossible, suspend or extinguish Stand Up Company’s obligations by operation of law and release Stand Up Company from any liability or damage vis-à-vis the Client that might result from them. The following, among others, are considered cases of force majeure without being exhaustive: war, strike, lock-out, energy failures, theft, fire, epidemic or pandemic, restrictions imposed by the government, third-party logistical problems, family circumstances, illness, accident during travel, etc.). Stand Up Company undertakes to inform the Client of the force majeure situation as soon as possible.

8.2. Any recourse to any premature non-performance is excluded.

Article 9: Data protection

The Client hereby expressly confirms that all data it transfers to Stand Up Company has been collected and processed by the Client in accordance with the General Data Protection Regulation.

Consequently, the Client shall indemnify Stand Up Company in the event that it receives any claim from a natural person whose data were collected and/or processed by the Client and subsequently transferred to Stand Up Company.

Article 10: Governing law and dispute resolution

10.1. All legal dealings between Stand Up Company and the Client shall be governed exclusively by Belgian law.

10.2. Any dispute between the parties shall be subject to the exclusive jurisdiction of the courts and tribunals of the judicial district in which Stand Up Company’s registered office is located.