Terms & conditions

Updated: 28 February 2025

1. Unless expressly agreed upon otherwise in writing, these general conditions apply to all offers and contracts between NegotiationWize (Belgium, 3001 Leuven, Philipssite 6 bus 1 – CBE-n° 0805257277) and its Clients. NegotiationWize is only bound by her own general conditions, excluding explicitly the Client’s own general conditions and excluding any terms implied by trade, custom, practice or course of dealing. Any contractual risk allocation is included in the price. All contractual obligations for NegotiationWize have been entered into in consideration of the contractual obligations of the Client and vice versa. NegotiationWize is entitled to amend these Conditions – amended Conditions will only apply once the Client has effectively taken notice of them and has expressly agreed to them.
2. Definitions: Words, terms and phrases in this Conditions and in the Offer, where written with an initial capital letter, shall have the meaning as defined hereafter unless the context requires otherwise:
   • Act: means the Belgian Data Protection Act of 8 December 1992 or, as from 25 May 2018, the Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
   • Agent: means any person or entity, including directors, employees, advisors, coworkers, contractors, and their respective agents and representatives, acting on behalf of or for the benefit of a Party.
   • Agreement: the agreement and annexes, between NegotiationWize and the Client for the supply of Services in accordance with the Offer and these Conditions;
   • Background Intellectual Property: the Intellectual Property Rights owned by a Party which were created by or on behalf of that  Party before the Effective Date or created by or on behalf of that Party for purposes not connected with the provision of the Services including any modifications, improvements and enhancements thereto (i.e. derivative works), whether or not created within the scope of the Agreement;
   • Costs: are the costs to be invoiced to the Client as provided in the Offer, modified as the case may be as provided in the Agreement;
   • Change of Control: in respect of any corporate body, any change in the entity or entities having Control of that corporate body;
   • Charges: are the Price and the Costs;
   • Client Default: any act or omission by the Client or failure by the Client to perform any obligation under the Agreement;
   • Client: the legal or natural person who purchases Services from NegotiationWize;
   • Conditions: the NegotiationWize terms and conditions, as modified from time to time;
   • Confidential Information: any information or data, directly or indirectly related to a Party and/or the Services, regardless of its nature and form (oral, written, electronic, etc) including any information on formulas, concepts, material, trade secrets, their creation process, use, Intellectual Property Rights of any kind or nature, computer software and programs, technical, industrial, business or financial information, market opportunities, personnel, suppliers and customers, Services, Deliverables, and in general all information which is disclosed by one Party to the other whether before or after the Effective Date, regardless if it is designated as confidential or not;
   • Contingency means an act or event beyond the reasonable control of a Party, its agents or contractors, affecting the performance by such Party of its obligations under the Agreement (other than Client’s payment obligations) to provide Services and any actions or omissions of third Parties beyond their reasonable control, and causing the affected Party’s obligations substantially more onerous, costly or time consuming than could be expected under normal circumstances;
   • Control: has the meaning as set forth in article 5 of the Belgian Company Code;
   • Deliverables: the deliverables set out in the Offer, it being understood that NegotiationWize’s  Background IP, trainings, methods and other knowhow are never to be considered as Deliverables;
   • Effective Date: the date of written acceptance of the Offer by the Client In case of Client’s non-written acceptance of the Offer, the date of the written acceptance by NegotiationWize will then be considered as the Effective Date.
   • Force Majeure: an act or event beyond the reasonable control of a Party, its agents or contractors, affecting the performance by such Party of its obligations under the Agreement (other than Client’s payment obligations), including without limitation disaster, fire, flood, earthquake, elements of nature, acts of God, actual or threatened terrorist attacks, acts of war, sabotage, explosion, riots, civil disorders, rebellions, revolutions and strikes, lockouts or labour disputes, government acts, accident or breakdown of plant or machinery, shortage of materials, failure by a utility provider (including electricity, gas, network or telecom provider) to provide services and any actions or omissions of third Parties beyond their reasonable control, and causing the affected Party being in the absolute impossibility of fulfilling its obligations (definitively or in a timely manner) .
   • Intellectual Property Rights: (i) author rights and neighbouring rights, software protection rights, database rights, rights in unregistered trademarks, unregistered design rights, logos, trade name and any other similar rights in any part of the world; and (ii)patents, utility models, supplementary protection certificates, registered trademarks, registered designs, domain names and any other registered rights in any part of the world, (iii) know-how and trade secrets and all related goodwill, applications for registration for any such rights as may exist anywhere in the world, and the right to make such applications;
   • Losses: any damage, loss, claim, demand, cost, tax or expense of whatever nature;
   • Offer: the offer provided in writing by NegotiationWize to the Client, including the description or specification of the Services and the applicable Charges;
   • Party and/or Parties: the Client and/or NegotiationWize, as applicable;
   • Price: is de price to be invoiced to the Client as provided in the Offer, modified based on this Agreement if the case may be
   • NegotiationWize Materials: all materials, equipment, documents and other property of NegotiationWize used for, or related to, the provision of the Services
   • Services: the services, including the Deliverables, as described in the Offer and to be provided by NegotiationWize to the Client in accordance with these Conditions and the Offer;
   • Term: has the meaning set out in clause 8.1;
   • Working Day: means every day except Saturdays, Sundays and official public holidays in Belgium.
3. NegotiationWize’s Services
   1. NegotiationWize shall supply the Services to the Client in accordance with the Offer and the Agreement, using reasonable care and skills.
   2. NegotiationWize shall use reasonable endeavors to meet any performance dates specified in the Offer, but unless expressly indicated otherwise in the Offer, any such dates shall be estimates only and time shall not be of the essence for performance of the Services. A late delivery does not under any circumstances entitle a Client’s claim for compensation for damages.
   3. NegotiationWize shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and NegotiationWize shall notify the Client in any such event.
   4. The Services may include advice and recommendations. Unless expressly agreed otherwise in writing by the Parties, the use and/or the implementation of such advice and recommendations shall be the Client’s sole responsibility. NegotiationWize can never be held liable for such use or implementation.
   5. Unless expressly agreed otherwise in writing, each Deliverable shall be deemed to be accepted by the Client ten (10) Working Days after its delivery to the Client in accordance with the Offer, unless the Client has raised any reasonable quality issue with NegotiationWize before the expiry of such period.
   6. NegotiationWize has the right to accept or not to accept a Client’s request to reschedule Services. In case NegotiationWize accepts such request – if the case may be under the conditions as agreed upon with the Client – art. 5.3 applies.
   7. NegotiationWize guarantees the Client the good quality of the Services. Any default from good quality has to be proven by the Client. Each complaint must be brought by the Client to the attention of NegotiationWize, in writing immediately and no longer than 8 days following the delivery. All subsequent complaints cannot give rise to damage claims.
   8. In case of a proven default in the Services, NegotiationWize has the right – at its own discretion – either to replace the defective Services or to credit and reimburse the corresponding amount to the Clients.
   9. NegotiationWize’s guarantee commitment is strictly limited to the foregoing. All other complaints and compensations of any kind are explicitly excluded. Moreover, the guarantee does not apply when the defaults are caused by any act or omission of the Client and/or third persons.
   10. NegotiationWize has the right to involve Agents for the performance of its obligations under the Agreement. Such Agents shall not be personally liable to Client or any third Party for any actions, omissions or decisions taken in the performance of the duties or in the exercise of the powers granted under this Agreement, as long as such actions are not the result of wilful misconduct or fraud. This immunity does not apply if the Agent’s actions are expressly prohibited by applicable criminal law. The immunity granted under this clause shall continue after the termination of this Agreement for as long as the acts performed were within the scope of the powers and responsibilities granted.
4. Client’s obligations
   1. Client shall
      • co-operate with NegotiationWize in all matters relating to the Services;
      • provide NegotiationWize, its employees, Agents, consultants and subcontractors with access to the Client’s premises, office accommodation and other facilities as reasonably required by NegotiationWize;
      • provide NegotiationWize in a timely manner with such additional information and materials as NegotiationWize may reasonably require in order to supply the Services, and ensure that such information is accurate;
      • obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
      • not cancel or delay any scheduled Services without NegotiationWize’s prior written consent;
      • keep and maintain all NegotiationWize Material at the Client’s premises in safe custody at its own risk, maintain NegotiationWize Materials in good condition until returned to NegotiationWize, and not dispose of or use NegotiationWize Materials other than in accordance with NegotiationWize’s written instructions or authorisation;
      • comply with all laws and ensure that the request for Services is not contrary to any laws, codes and/or other regulatory requirements; and
      • comply with any additional obligations as set out in the Offer.
   2. If NegotiationWize’s performance of any of its obligations under the Agreement is prevented or delayed by any Client Default, NegotiationWize shall without limiting its other rights or remedies
      • have the right to suspend performance of the Services until the Client remedies the Client Default, and
      • to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays NegotiationWize’s performance of any of its obligations.
      • be entitled to reimbursement by the Client for any costs or Losses sustained or incurred by NegotiationWize arising directly or indirectly from the Client Default.
   3. Client declares and guarantees that NegotiationWize is not considered to be Client’s Agent or subcontractor for the performance of Client’s obligations under any main agreement with a third  Party. To the extent NegotiationWize should be considered as Client’s Agent for the performance of Client’s obligations under such main agreement, Client will implement in the main agreement with the third Party a similar clause as the immunity clause under clause 3.10. In any case, Client will hold NegotiationWize harmless against any and all claims from any third Party based on any main agreement with the Client.
5. Charges – Invoicing
   1. The Client agrees to pay the Charges.
   2. If not stated otherwise in the Offer, reasonable travel and related room and board costs as well as expenses occurred during the performance of the Services will be invoiced at actual cost.
   3. In case of rescheduling of the Services at Client’s request and for other reasons then Force Majeure or Contingency, NegotiationWize may in any case charge the Client, in addition to the initial Charges :
      • a rescheduling fee equal to 50% of the total Charges for the rescheduled Services if the request is received more than ten (10) Working Days before the scheduled delivery date,
      • a rescheduling fee equal to 100% of the total Charges for the rescheduled Services if the request is received ten (10) or less Working Days before the scheduled delivery date.
   4. If not stated otherwise in the Offer, NegotiationWize shall invoice the Client in accordance with the following intervals: thirty (30) % of the total Charges on the Effective Date and the remainder either on completion of the Services or in regular intervals of one (1) month during the Term, at NegotiationWize’s discretion.
   5. All invoices are payable within 30 days following the invoice date. The payments are considered to be done at NegotiationWize’s head office. As long as the Services are not paid for, the Deliverables will remain the sole property of NegotiationWize.
   6. Each amount which remains unpaid on the due date is automatically increased, by law, from this due date, without formal notice, by a conventional default interest rate that is either equal to 12% per annum or equal to the interest rate as stipulated in Article 5 of the Late Payments Act, whichever is the highest.
   7. Each late payment shall besides, by law and without formal notice, give rise to payment of a fixed compensation of 10% of the outstanding amount, as a conventional compensation for damages, notwithstanding NegotiationWize’s right to prove higher damages.
   8. A complaint regarding an invoice needs to be reported to NegotiationWize, in writing, within 8 days after the invoice date. Complaints made after this period are inadmissible.
   9. NegotiationWize may suspend all Services until due payment has been made in full.
   10. Unless stipulated otherwise in the Offer, all fees, Charges or other amounts stated or referred to in the Conditions or in the Offer are exclusive of value added tax, which shall be added to NegotiationWize’s invoice(s) at the appropriate rate.
   11. The Client shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
6. Intellectual Property
   1. Each Party retains all rights in its Background Intellectual Property.
   2. All NegotiationWize Materials are the exclusive property of NegotiationWize.
   3. The Client shall grant NegotiationWize a non-exclusive, non-transferable, royalty-free, irrevocable and worldwide licence during the Term and after termination of the Agreement, to use any Client Background Intellectual Property to the extent necessary to provide the Services or the Deliverables, and with the Client’s guarantee that such Background Intellectual Property contains no infringement on any third Party’s rights;
   4. Subject to payment in full of the Charges and to any further limitations indicated in the Agreement, NegotiationWize shall assign to the Client an exclusive, non-transferable, royalty-free and worldwide  license to use all Intellectual Property Rights in the Deliverables to the extent permitted by law.
   5. The Client acknowledges that, in respect of any third Party Intellectual Property Rights, the Client’s right to use of any such Intellectual Property Rights is entirely conditional on NegotiationWize obtaining a written licence from the relevant licensor on such terms as NegotiationWize is willing to accept at its sole discretion.
   6. This clause 6 shall survive expiry or termination of the Agreement.
7. Confidentiality
   1. Unless expressly stated otherwise (e.g. 7.5 and use of Deliverables), each Party will, at all times during and for a minimum period of ten (10) years after the Term, keep the Confidential Information of the other Party confidential and not use it or disclose it to any third Party without the disclosing Party’s prior written consent. Disclosure of such information to the Parties’ own employees and subcontractors shall only be on a “need-to-know”-basis. This term of 10 years shall not affect information with respect to a Party’s know-how and trade secrets, that shall remain confidential until they are made public by that Party.
   2. Deliverables are to be considered both Parties’ Confidential Information. Client undertakes to use the Deliverables and all related materials and documents for internal use only, and not to distribute or publish any part of it without NegotiationWize’s prior written consent.
   3. Clause 7 does not apply on any information:
      • which can be proven by the receiving Party to have been known by it before disclosure by the disclosing Party;
      • which is or comes within the public domain other than as a result of a breach of any confidentiality obligation;
      • which is or becomes available to it otherwise than pursuant to this Agreement and free from any restrictions as to its use or disclosure;
      • which is required to be disclosed by a court or regulatory authority of competent jurisdiction or by law.
   4. To the extent that NegotiationWize’s Confidential Information is no longer required by the Client for the performance of the Agreement, the Client shall (and shall procure that its subcontractors and other relevant third Parties shall) either return such Confidential Information together with any copies, notes, transcriptions or records of the information in its control, power or possession, to NegotiationWize or – at NegotiationWize’s discretion – destroy it.
   5. Notwithstanding this clause 7, the Client grants NegotiationWize the right:
      • to use Client’s names, logo’s and/or trademarks in any marketing materials and
      • to include a general description of the Services in such materials.
   6. In case of breach of this clause 7 by the Client, NegotiationWize is entitled to a compensation of € 50.000 per default and € 2.000 per day such default endures, compensations to be paid by the Client, notwithstanding NegotiationWize’s right to claim higher compensation in case of proof of real damage.
8. Term and Termination
   1. The Agreement shall come into force on the Effective Date and, unless terminated earlier pursuant to this clause 8, shall continue in force until the Services are complete unless indicated otherwise in the Offer (“Term”).
   2. Without limiting its other rights or remedies, either Party may terminate the Agreement with immediate effect by giving written notice to the other Party if:
      • the other Party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that Party being notified in writing to do so. Without limitation, Client’s failure to comply with clause 4 or 5.5 or 5.11 shall in any case constitute a material breach;
      • the other Party is subject to a request for liquidation, dissolution or winding-up;
      • if the other Party is unable to pay its debts or ceases to or threatens to cease to carry on its business;
      • the other Party’s financial position deteriorates to such an extent that in the terminating Party’s opinion the other Party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
   3. On termination of the Agreement for any reason:
      • the Client shall immediately pay to NegotiationWize all of NegotiationWize’s outstanding unpaid invoices and interests and, in respect of Services supplied but for which no invoice has been submitted, NegotiationWize shall submit an invoice, which shall be payable by the Client immediately on receipt;
      • the Client shall return all of NegotiationWize Materials and any Deliverables which have not been fully paid for. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Agreement;
      • the accrued rights, remedies, obligations and liabilities of the Parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and
9. Liability – Force Majeure – Contingency
   1. Both NegotiationWize and Client are liable for the execution of their respective obligations under this Agreement.
   2. Nothing in the Agreement shall limit or exclude either Party’s liability for:
      • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      • for fraud, gross negligence or willful misconduct or
      • any other liability which cannot be limited or excluded by applicable law.
   3. Subject to clause 9.1, Client acknowledges that compensation for damages caused by NegotiationWize’s shareholders, directors, employees, agents, advisors or subcontractors shall, within the legal limits,only be ground for a contractual claim against NegotiationWize. and shall not be ground  for an non-contractual claim against above mentioned persons, even in the event that the origin of the damages also constitutes a tort. NegotiationWize nor said persons will be liable for any indirect, special, incidental or consequential damages of any kind including, without limitation, disruption of the business, claims from third Parties, damages due to business interruption or lost profits, loss of savings, of competitive advantage or of goodwill arising from or related to the Agreement, whether or not foreseeable, and regardless of other cause of such damages even if any Party has been advised of the possibility of such damages in advance. The Client acknowledges furthermore that the compensation for damages caused by the non-performance of a contractual obligation by NegotiationWize shall be governed, within the legal limits, exclusively by the rules of contract law, even if the event giving rise to the damages also constitutes a tort.
   4. Subject to clause 9.1, NegotiationWize’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to fifty (50)% of the total Charges paid under the Agreement and in any case not be higher than EUR 25.000,00.
   5. To the maximum extent permitted by applicable law, Parties shall not be liable for any Losses suffered or incurred by the other Party arising out of or in connection with the non-compliance or delay in compliance of obligations (with the exception of any payment obligations of Client) resulting from a case of Force Majeure or Contingency or any other events which are not under the reasonable control of such Party.
10. Privacy and Data Protection
    1. Within this clause “Controller”, “Processor” and “Personal Data” have the same meanings as in the Act.
    2. Regarding the Parties’ rights and obligations under this Agreement, the Client is the Data Controller and NegotiationWize is the Data Processor. The Client shall meet its obligations set out in the Act in relation to this Agreement.
    3. NegotiationWize shall only process Personal Data in accordance with instructions from the Client (which may be specific instructions or instructions of a general nature as set out in this Agreement during the term of this Agreement).
    4. NegotiationWize shall implement appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from unauthorized or unlawful processing or accidental loss, destruction or damage to Personal Data and to the nature of the Personal Date which is to be protected. Client acknowledges and accepts that the measures presented to it by NegotiationWize are appropriate for the purposes of this Agreement.
11. Miscellaneous
    1. The Client shall not, without the prior written consent of NegotiationWize, assign, transfer, novate, subcontract or deal in any other manner with any or all of its rights or obligations under the Agreement.
    2. Nothing in this Agreement is intended to create a partnership or joint venture or legal relationship of any kind between the Parties that would impose liability upon one Party for the act or failure to act of the other Party, or to authorize either Party to act as Agent for the other. Save where expressly stated in this Agreement, neither Party shall have authority to make representations, act in the name or on behalf of, or otherwise to bind, the other.
    3. The Agreement constitutes the entire agreement and understanding between the Parties in respect of its subject matter and supersedes any previous agreement, warranty, statement, representation, understanding, or undertaking given or made before the Effective Date by or on behalf of the Parties and relating to its subject matter.
    4. Except where expressly stated otherwise, no variation of the Agreement shall be valid unless it is in writing signed by or on behalf of each of the Parties to this Agreement.
    5. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of any right or remedy shall not waive that or any other right or remedy or prevent or restrict the further exercise of that or any other right or remedy.
    6. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement, unless this manifestly disturbs the contractual balance.
    7. Except where expressly stated otherwise, a notice, demand, request, statement, or other communication under or in connection with the Agreement shall be made in writing, by post and/or e-mail. The Parties agree not to dispute the evidential value of such e-mails. The Parties are responsible for making sure that any such communication shall be issued by persons duly authorized to represent them. Notices, demands, requests, statements, or other communications under or in connection with the Agreement shall be sent to a Party at the addresses and/or e-mail addresses, previously communicated in writing to the other Party.
    8. The Client and NegotiationWize undertake, represent and warrant to comply with all national and international laws, including, but not limited to export/import control and trade sanction laws and regulations, which may apply to the Services or to the Client’s products. This compliance is the sole responsibility of each Party. NegotiationWize cannot be held responsible for any breach of the export/import and/or sanction rules by the Client and vice versa.
    9. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of Belgium. Each Party irrevocably agrees that the courts of Leuven (Belgium) shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation. Parties agree however to previously submit their disputes to mediation by a certified mediator, meaning that Parties commit to attend at least 2 mediation meetings, and not withstanding a Party’s right to seek injunctive relief in any court or competent jurisdiction to prevent any alleged infringement of that Party’s rights or to enforce compliance with this Agreement.
    10. Except as agreed otherwise, the Client shall not directly or indirectly solicit or entice away from the employment of NegotiationWize any person employed or engaged by NegotiationWize for a further period of twenty four (24) months after the termination of the Agreement.