Algemene voorwaarden
Shoow’s Terms and Conditions
1.General
All legal relationships between Shoow VOF, having its registered office at Kennedylaan 34, 8900 Ieper, Belgium, registration number 0760.392.106, VAT-number BE0760.392.106, RLE Ghent (division Ieper) (hereinafter referred to as 'Shoow'), and the client are governed by these terms and conditions.
Deviations of these terms and conditions are only enforceable if Shoow has accepted those explicitly in writing.
These terms and conditions are fully part of the proposal. In the event of a conflict between the specific terms of the proposal and the provisions of these terms and conditions, the specific terms of the proposal shall prevail.
Insofar the client uses general terms and conditions for its suppliers or service providers, they are explicitly excluded.
Shoow reserves the right to change these terms and conditions at any time. The amended version will only apply to current agreements in so far as the new terms are explicitly accepted by the client. These terms and conditions were last updated on December 5, 2024.
2.Proposal
A proposal sent by Shoow is only an invitation to contract with Shoow and is only addressed to the person/persons mentioned on the proposal. A proposal is valid for the period mentioned on the proposal itself, or if not mentioned explicitly, for thirty (30) calendar days after the date of the proposal. Shoow reserves the right to rectify errors in the proposal or withdraw a proposal before its acceptance by the client. The proposal is based on the information given by the client.
Proposals only apply to those services explicitly mentioned in the proposal, excluding extra services following a request of the client, unforeseen circumstances or any other reason.
3.Agreement
An agreement shall be concluded only after the receipt of the acceptance of the proposal by the client. However, Shoow will not execute any services until the requested advance, if applicable, has been transferred to the bank account of Shoow.
Any additions or other changes to the assignment are only valid after written confirmation of Shoow. Evidently, these changes may also have an impact on the cost.
By accepting the proposal, the client acknowledges being fully informed about all aspects of the services.
4.Personal data protection
Shoow is committed to protect personal data in accordance with the applicable personal data protection laws. In this respect, Shoow refers to its privacy policy, which can be consulted on Shoow's website www.shoow.be, which is deemed fully part of these terms and conditions. The privacy policy can also be obtained at first request. If Shoow would process personal data on behalf of the client, parties will conclude a data processing agreement.
5.Cancellation
If, after its acceptance, the client cancels all or part of a specific assignment or a fixed-term contract, this will not affect its payment commitments, except where such withdrawal is justified following these terms and conditions and/or mandatory legal provisions. As such the client is required to pay for the services already executed with a minimum of 40% of the agreed fees and will pay all costs Shoow already made or agreed with external parties to fulfil the services, without prejudice to Shoow’s right to claim reimbursement for higher damages. Postponing an assignment with more than two (2) months will be considered as a cancellation of an assignment.
Notices will be sent to the other party by way of email communication.
6.Timing and location
Execution deadlines shall be indicative, unless agreed otherwise. Changes to the contract automatically result in any agreed deadlines being cancelled.
Location of execution of the services with be determined by Shoow, unless explicitly agreed otherwise. If any services are to be carried out at the client's premises or at a designated location, the client ensures an adequate working space and all reasonably desired and necessary facilities, at no cost of Shoow.
7. Execution
Shoow is committed to carry out the assignment to the best of its ability, with the required care. Shoow cannot be held liable for errors, negligence or any other infringements dated before its intervention. The parties have not agreed to any exclusivity. As an independent service provider, Shoow can determine the way of execution at its full discretion and so as it deems fit. Shoow will use its own infrastructure and materials unless agreed otherwise.
Shoow cannot be held liable for acts of or negligence by any third party, even if Shoow recommended those third parties. These recommended third parties are no subcontractors of Shoow. For the avoidance of doubt: Shoow will also not make any payment to such third parties.
Shoow may subcontract this agreement without any further prior approval of the client.
If this agreement was concluded with several persons or the client has multiple contact persons, Shoow is entitled to act on the instruction of one of those persons, unless agreed otherwise.
In case Shoow needs to hand over certain activities to the client or a third party appointed by the client, these services will also be invoiced.
The approval of the client of the look and feel of presentation slides implies finalisation of part 1 of such assignment. Meaning if the look and feel of a presentation needs to be amended in a later stage - due to a change of branding or otherwise - Shoow is entitled to invoice extra fees related to these extra services, for which an amended proposal will be submitted to the client.
8.Independent service provider
Shoow is not an employee of the client; however, Shoow will respect the general guidelines of and the strategic decisions made by the client. All documents, correspondence and negotiations between Shoow and the client should be deemed an indispensable tool to allow performing the services in accordance with the agreement and not as the expression of any relationship of authority between Shoow and the client.
Neither party shall, under this agreement, receive any right, power or capacity to act as an employee, agent or representative of the other party, for any purpose whatsoever, or to legally bind the other party in any way, without the prior consent of the other party.
9.Confidentiality
Shoow will respect the confidentiality of this agreement and the assignments and Shoow will use the information exclusively for the execution of the assignment. When Shoow relies on subcontractors to execute a contract, subcontractors will also have to adhere to a confidentiality agreement. Client also agrees to respect the confidentiality of this agreement. Parties may enter into a separate confidentiality agreement if deemed appropriate, which will prevail.
10.Cooperation
In order to ensure the correct and timely execution of the assignment(s), the client agrees to cooperate with Shoow and to provide all reasonably necessary information in due time, whether or not this information is explicitly requested by Shoow. Shoow cannot be held liable, and the client may not leave (part of) the invoice unpaid, due to incorrect, late or incomplete information of the client. If extra services are required due to erroneous, late or incorrect or extra information, an additional invoice will be issued for the same. Example, change of branding or amendment of texts provided by the client in the course of the execution of a project. Shoow is in such case also entitled to suspend the execution of the agreement/assignment.
11.Immediate suspension or termination
Shoow explicitly reserves the right to immediately suspend or terminate the agreement, without judicial intervention, at any time, without notice, without notice period or compensation, in case of reasons preventing professional cooperation, such as:
- the client breaches its obligations set out in these terms and conditions and/or the proposal or any other agreements between parties and the client has not rectified such breach within seven (7) days after notification by Shoow,
- in case of a serious breach by the client of this agreement or the applicable laws such as not replying to correspondence of Shoow for more than three (3) months or not paying an invoice of Shoow after a proper reminder, or
- in case of bankruptcy, death, incapacity, amicable or court-ordered liquidation, cessation of payment, receivership, collective debt settlement, and any other fact indicating the insolvency of the client.
The suspension or termination based on the aforementioned reasons will be notified in writing by Shoow.
As a consequence of the termination of the agreement all invoices will become due and payable and all permitted payment conditions will be cancelled. The delivered services will become immediately payable with a minimum of 25% of the agreed fees, as well as all costs Shoow already made or agreed with external parties to fulfil the services, without prejudice to Shoow’s right to claim reimbursement of the damages and costs actually incurred.
12.Complaints
The client agrees to review the requested services periodically and as agreed between parties. If needed, the client will amend its general instructions in due time. Please note that the filing of complaints does not affect any (interim) payment obligation. If possible, Shoow will always have the right to rectify the faulty services.
13.Intellectual Property
Shoow will respect the intellectual property rights of the materials delivered by the client.
Upon finalisation of the assignment, the client will receive the raw version of the PowerPoint presentation and the client is fully entitled to make own amendments in a later stage. Furthermore, the name of Shoow doesn’t need to be referenced in the slides as author of the slides.
Shoow will retain all copyrights and other intellectual property rights, or usage rights, on all its background intellectual property, being intellectual property it uses during the assignment, but which has been developed before of out of the context of the assignment for the client or is rather generic so it can be used for several clients, such as certain working methods, documents and materials, including texts, tutorials, trainings, drawings, PowerPoints and notes, invoiced or not. For the background intellectual property, the client accepts a personal limited right of access, use and display, in accordance with the agreed objectives and goals, being a worldwide and for an unlimited duration use of the presentation slides developed by Shoow by the client. The usage rights on the background intellectual property given are non-exclusive, non-sublicensable and are not transferable.
Any work developed by Shoow is for the use of the client only. The client is also responsible for any unauthorized use by third parties due to its involvement.
For the avoidance of doubt, the Microsoft usage terms and conditions related to the use of PowerPoint will at all times prevail. The client will ensure it had a valid license on the use of PowerPoint.
No sound- or video recordings may be made of live or online trainings.
If the client would share materials, such as texts or pictures, the client guarantees that its use does not infringe any intellectual property rights or other rights of third parties. In case of any such infringements client will fully indemnify Shoow.
Shoow reserves the right to use the documents and materials sent to the client for publicity purposes and general information, if necessary, anonymised.
The client authorizes Shoow to use its trade marks, such as name and logo, in the context of promotional activities. The client may at any time object to the same, after which the client name and logo will be removed immediately.
14. Invoicing
Unless otherwise agreed, the fees are mentioned in EURO, excluding VAT and other taxes and any other additional costs such as travel expenses. Travel expenses will be invoiced at 0,66 euro per kilometre.
Shoow may request an advance before executing the agreement. Invoices will be sent as detailed in the proposal.
The invoiced amounts are to be paid on the bank account of Shoow as mentioned on the invoice, without a discount, within fifteen (15) days after the invoice date, unless agreed otherwise between parties.
The client shall bear the exchange rate risks and costs related to international transfers (if applicable).
Invoices can only be objected in writing by way of a registered letter within fourteen (14) days after the invoice date and indicating the invoice date, invoice number and detailed justification. If the invoice is not objected within the aforementioned period, the invoice is deemed to have been accepted by the client.
In case an invoice is addressed to several persons, they are all jointly and severally liable for the payment of the invoice.
For any invoice not paid in whole or in part by its due date, default interests will be charged ipso jure and without prior formal notice at the applicable statutory rate.
Without prejudice to the foregoing, Shoow reserves the right to demand a lump sum of 10% of the unpaid amounts, with an absolute minimum of hundred fifty euro (€150,00), without prejudice to claim compensation for higher damages.
Moreover, all other invoices will become due and payable and all permitted payment conditions will be forfeited.
15.Liability
Shoow’s obligations are obligations of means.
Shoow shall at all times be entitled to rectify any mistakes. Furthermore, no third party service provider shall be appointed to rectify any alleged mistakes at the cost of Shoow.
Shoow shall never be liable for loss of expected profits, goodwill, trading opportunities or expected benefits or savings, nor shall Shoow be obliged to compensate for (other) indirect or consequential damages such as but not limited to damages to third parties.
Shoow's liability, contractual and extra contractual, is limited to three (3) times the agreed fees. However, the limitations of liability shall not apply in case of fraud, wilful misconduct or gross negligence or in case applicable laws or regulations would impede such limitations.
Client agrees that in case of coexistence of a contractual and extra contractual claim for the samen event (“samenloop”), Shoow may only be held liable on a contractual basis, except in the case of claims resulting from damage to physical or psychological integrity or intentional error, or other legal exceptions of mandatory law or public order.
Shoow's assistants (“hulppersonen”, including but not limited to directors, subcontractors, employees) cannot be held directly liable on an extra contractual basis, except in the case of claims resulting from damage to physical or psychological integrity or intentional error, or other legal exceptions of mandatory law or public order. This all without prejudice to the provisions regarding directors' liability and the legal limitation of liability of employees.
Client will stipulate the aforementioned principle mutatis mutandis in the contracts with its customers. Shoow is entitled to request proof of this.
Client will indemnify Shoow against all extra contractual claims of its customers in connection with or arising from the assignment due to its fault as well as for other extra contractual claims against Shoow, with the exception of claims resulting from damage to physical or psychological integrity or intentional error, or other legal exceptions of mandatory law or public order.
Without prejudice to mandatory legal provisions or provisions of public policy, any action brought against Shoow should be brought to court within one (1) year after the alleged error or negligence is discovered, or could reasonably be discovered.
Shoow cannot be held jointly and severally or in solidum liable with any third party and/or the client.
The client will indemnify Shoow for any third-party claim related to or arising from the contract as a result of its error or omission.
16. Force majeure and hardship
Furthermore, force majeure situations may occur. The following situations will in any case be deemed force majeure events: electronic malfunctions, malfunctions of the online communication system, natural calamities, fire, war, sickness of Shoow. Shoow cannot be held responsible for delays or deficient performance following such force majeure events. Both parties may terminate the agreement in case of a force majeure longer than three (3) months.
17.Non-enticement
During the term of the agreement and for a period of twelve (12) months thereafter, the client agrees not to, directly or indirectly, whether or not for its own account, in whatever way, (let) entice away any (former) employee/subcontractor Shoow, or collaborate with any (former) employee or subcontractor of Shoow for the same or similar assignments, or encourage such persons to collaborate with Shoow on less favourable terms. In case the clauses would be deemed to be too broad following the applicable laws or jurisprudence, the clauses will not be deemed void or invalid, but will be limited so the scope of the clauses is acceptable following the applicable laws and jurisprudence.
18.Miscellaneous
The client is not allowed to transfer (part of) this agreement to a third party without the explicit written approval of Shoow.
In the event that any one or more of the provisions contained in these terms and conditions shall be held to be void, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. In the event that any one or more of the provisions shall be held to be void, the client and Shoow will replace the void provision(s) by (an) equivalent provision(s) with the same general spirit.
The agreement between Shoow and the client is governed by Belgian laws. In case of disputes only the courts of the registered office of Shoow will have exclusive jurisdiction.