1.

The relationship between the Client and To The Point At Work is governed by these general terms and conditions, the Statement Of Work, and Invoices.

The legal entity representing To The Point At Work is To The Point At Work nv, with registered office at Mechelsesteenweg 172 – 8b, B2018 Antwerp, Belgium.

Referred to hereafter as TTPAW.

These General Conditions nullify and supersede any other agreements or general conditions, written or verbal. Only a Statement Of Work (SOW, see below under 3.a) or an Agreement signed by both parties can supersede the General Conditions. If such an Agreement exists, any of the conditions in these General Conditions remain valid if they they are not explicitly changed or nullified in the Agreement. The General Conditions, SOW and the Agreement take precedence over the client’s general terms and conditions, even if those general terms state that they alone are valid. Any deviations from these General Conditions, SOW and Agreement are only possible with the prior written consent of TTPAW. TTPAW reserves the right to modify the terms of the General Conditions. In such case the General Conditions applicable at the date of issue of a SOW will be applicable.

Note that the activities of the legal entities:

• To The Point At Work Ltd with registered office at Westwood House, Annie Med Lane, South Cave HU15 2HG United Kingdom, company number 9116946 and VAT number 192.0627.12, 
• Euro-IC nv, with registered office at Hendrik Kuijpersstraat 14, 2460 Mortsel, BELGIUM and VAT number  BE 0892.727.820

have been taken over by TTPAW (in June 2020 and Jan 2021 respectively). TTPAW continues to serve the clients of these entities under the following general terms and conditions.

The services provided by TTPAW consist of courses, workshops, coaching, guidance, advise, event logistics and the production of communication materials (content and form) such as presentations and reports.

3a.

For each job or project, TTPAW produces a Statement Of Work (SOW), which details the Services to be performed, the applicable fees, the dates of the service (if available at the moment the SOW is produced) and, if applicable, special conditions or deviations of the General Conditions or Agreement. By accepting the SOW, both parties commit to the execution of the project under the condition determined by the General Conditions, the Agreement and the SOW. In case deviations from these General Conditions or Agreement apply, those deviations should be mentioned on the SOW or they should be defined in a mutually signed Agreement. The deviations only apply if the Agreement is explicitly mentioned in the SOW and if the Agreement was signed by both parties and if both parties received a signed copy. In case TTPAW did not receive a signed copy of this Agreement it shall be considered as null. Proof of reception is an email confirming the reception or mail by registered letter. Any term of these General Conditions not explicitly superseded by the Agreement remain applicable.

3b.

A Statement Of Work is considered a binding agreement when approved by the Client, in writing or by email, or when the work described in the SOW starts with approval of the client. When the client asks to plan work (dates), when he sends materials to be processed by TTPAW, or when it is clear that the work has started, this approval is presumed to be given unless explicitly mentioned other-ways.

4.

Unless explicitly mentioned otherwise, fees and costs in the SOW exclude :

• VAT
• any local taxes to be paid
• travel cost, accommodation cost and travel allowances
• client-specific administration – such as but not limited to registration on a specific supplier portal, providing of client-requested documents, upload of documents onto a specific portal.
• logistics cost – such as but not limited to meeting rooms and equipment, meals for participants, flip charts, markers, documents to be printed, paper for participants.
• bank transfer costs for international payments (the amount on SOW and invoice is to be received on the account of TTPAW).
• Shipping costs for books or other materials

These costs will be charged as follows :

• For travel by car : 1.00 EUR per km
• Travel and accommodation, if booked by the client and paid by TTPAW: cost + 2.5%, if booked by TTPAW: cost + 12.5%
• Meal allowances according to official Belgian allowances for A-level civil servants
• Client-requested administration : at € 120/hour with a min of 1 h.
• Shipping costs : cost of courier + 25€ per shipment for packaging and handling.
• Other costs : at cost + 12.5%

Travel arrangements will be made in such a way that they minimize cost, respecting the provisions under point 9. For example: for travel of less than 5 hours we will book the Economy Class tickets, unless more expensive or Business Class allows considerably shorter travel times or the necessary flexibility.

5.

Unless mentioned otherwise, the fees on the SOW and invoice cover the usage of Intellectual Property for the purpose of and during the Services. The Intellectual Property covers the following protected works: TTPaW methodologies, such as TLSM, and all methods, software, slides, examples, exercises, documents, books, videos, scenarios and other works related to these methodologies. When these are used during the services, and unless detailed separately, following portion of the fees are a compensation for the usage of this intellectual property: 50% for online training, 37.5% for blended training and services, and 25% for other services. Service fees include only the usage and explicitly exclude any transfer of Intellectual Property. The client shall not copy, commercialize, distribute, publish, or exploit in any other way  any of the materials used or provided by TTPAW, unless explicitly agreed otherwise in writing.

If the services include the creation of totally new documents or other works, specifically and uniquely for the client, and not including any items of the above described protected works, then the client may re-use these works for the intended purposes as described in the SOW. If the purposes are not described in the SOW, then the re-use shall be limited to internal and non-commercial use only.

TTPAW shall ensure that it has proper agreements with and pays a fair compensation to the authors, creators and owners of the Intellectual Property. 

TTPAW and the Client agree not to disclose any confidential or sensitive information obtained during the project of the other party. In order to avoid misunderstandings, the client will label all confidential material as such. The parties will return all confidential material without keeping a copy after the end of the project if the other party asks for it. The supplier-client relationship is not considered confidential unless explicitely requested by either party. TTPAW may communicate that it works for the Client, without providing details of that collaboration.

7.

Cancellation fees will apply when the Client cancels a project, a part of the project, or changes the agreed dates for work to be performed. It also applies when work has to be rescheduled due to changed timing by the Client or late delivery of materials to be provided by the Client. The cancellation fee depends on the type of work and the moment of cancellation :

Cancellation of an individual participant to a Training does not lower the total fee for the training. This also applies for trainings priced per participant, once the training has been planned. The participant can however be replaced by another person if the training has not yet started.

 8.

Invoices will be produced by TTPAW according to the SOW, in the month of the start of the activities. An advance and intermediate invoices may be issued in some cases. Payment terms are end of month plus 30days. In case the client or their terms require a longer payment period, the quoted price will automatically increase by 0.5% for each additional month..

For late payments a monthly indemnity of 2% of the total amount will be due with a minimum of 150 Euro.

9.

The kind of work TTPAW performs for its clients often leads to irregular working times, international travel and longer than usual working days. TTPAW consultants will do the utmost to accomodate the needs and wishes of the client. However, it is of paramount importance that workload remains reasonable and that consultants get regular and sufficient rest in order to ensure the highest quality services and out of respect for the consultants and their families. This implies that :

• Travel with time-lag should be followed by a recup time equally long as half the time-lag.
• Travel between 10pm and 7am should be followed by a recup time equally long as half the travel time. To be cumulated with time-lag recup.
• Travel longer than 5 hours and during night time (10pm-7am) should be in Business Class. If the Clients policies do not allow to travel in Business Class, the recup times will be doubled.
• The client covers all travel and accomodation costs. Accomodation, meals and travel should be of standard business quality, and 4* hotel for trips longer than 5 days.
• The client pays a daily travel expense fee as defined by Belgian Authorities. The fees per country can be found here.
• Travel time, waiting time and recup time will be charged at 50% of the applicable consultant fee (if not agreed otherwise with the client). Waiting time is time inbetween travel, or when a consultant stays abroad inbetween services.
• For work that needs to be done during night time (10pm-7am), on sundays or bank holidays, fees are increased by 50%.

Unless agreed differently all agreements are under Belgian Law and any dispute will be litigated before the court of Antwerp.

Sept 1st 2024.