Assignment:
1. Any agreement with Myrna Coaching & Consulting GCV (MCC) is subject to these general conditions (according to the latest version) and any special conditions of the assignment. The customer expressly acknowledges having read these terms and conditions and accepting them in their entirety without reservation.
2. MCC endeavors to perform the Assignment with the necessary professionalism. The most effective operation is achieved by working with the client as in a team. MCC assumes that all information provided by the customer is complete, accurate and may be relied upon.
Payments:
3. The customer receives periodically (in principle monthly) a statement of performed hours/days and costs According to the performed work during the past period. In addition, MCC may send a commission statement to the client at the start or during the course of the assignment requesting a retainer to be settled afterwards.
4. The customer is obliged to check states of MCC immediately upon receipt. Without prejudice to previous acceptance (tacit or otherwise), the customer shall be irrefutably deemed to have accepted a state of MCC in the absence of reasoned written protest within 8 calendar days of receipt of the state. Unless proven otherwise, each state will be deemed to have been received by the customer the second business day after the date of the state.
5. States of MCC are payable within fourteen days from the date of the state. From the due date, the customer shall automatically and without prior Notice of Default owe interest on arrears equal to the interest rate in accordance with the Law of August 2, 2002 on combating late payment in commercial transactions and liquidated damages of 10% on the overdue amount with a minimum of EUR 125.
6. In case of payment default, MCC has the right to suspend the (further) execution of the Order without prior notice of default, even if the default concerns another contractual relationship with the customer. Failure to pay part or all of a state on the scheduled due date shall result in the balance of all other states, even those not due, becoming legally and immediately due.
Third-party collaboration:
7. MCC may use third parties for the execution of the Order and shall exercise due care in the selection of such third parties. MCC is not liable for any acts or omissions of third parties.
Liability:
8. MCC shall only be liable for losses, damages, costs, expenses, claims arising in connection with the performance of the Order (the “Damages”) suffered by the Customer as a result of gross negligence, gross misconduct or fraud in the performance of the Order. In no event shall MCC be liable for indirect or consequential damages, including damages suffered by third parties.
9. MCC’s liability is limited in all respects to the invoice value of the services provided. In no event shall MCC be liable for any indirect damages such as, but not limited to, loss of revenue, loss of contracts, cost of capital, limitation of returns or any other losses or consequential damages whatsoever, both to the customer and third parties. MCC bears no responsibility for the error of appointees, even in cases of intentional or gross misconduct. In the latter case, the client should address the appointee directly.
10. MCC shall not be liable for delays or defects in the performance of the Order if it is due to circumstances beyond its will or control, including acts or omissions resulting from the failure of cooperation with the customer or other parties, electronic breakdown or interruption of means of communication not attributable to it, strikes, or in general any situation that could not have been foreseen or avoided at the start of the Order.
11. Any claim against MCC must be brought promptly in court under penalty of forfeiture. Any claim against MCC shall in any event lapse if the claim is not brought to court within one year after the circumstance giving rise or likely to give rise to liability is discovered , or could reasonably have been discovered.
12. Without prejudice to any shorter time limits under the law or these Terms, in any case all claims against the Firm shall lapse two years after the end of the Engagement in question.
13. Customer shall indemnify MCC and the Persons against all third party claims in connection with, or arising out of, the Assignment.
14. The foregoing regulation does not apply in case of fraud – unless fraud is committed by MCC’s appointees – and applies to the extent and to the extent possible under Belgian law.
Termination of cooperation:
15. The customer and MCC may terminate the agreement at any time by giving written notice to the other party, and subject to the notice period as stated in the cooperation agreement
General:
16. The nullity or unenforceability of one or more (partial) provisions of these terms and conditions shall not affect the validity or enforceability of the other (partial) provisions thereof, which shall remain in full force and effect. The invalid or unenforceable (partial) provisions will be replaced by valid and enforceable (partial) provisions that most closely reflect the original intent.
17. All (results of the) work under the Order shall at all times remain the exclusive property of MCC and may not be transferred by the client to third parties. In any event, third parties shall not be permitted to rely thereon or to assert any claims against MCC.
18. The client-legal entity shall make the provisions of these conditions enforceable against its directors, managers, shareholders, staff, intermediaries, subcontractors and other employees so that they are equally bound by them.
19. The Dutch-language text of these terms and conditions takes precedence over any translations.
Applicable law – Competent court:
20. All contracts with the Firm shall be governed by Belgian law. Only the courts and tribunals of the judicial district of Leuven have jurisdiction.