Sales Terms & Conditions

Article 1. Application of Terms and Conditions

1.1. Definitions :

For the purposes of these General Terms and Conditions :

• The seller : InnerFrog SRL, Parc de la cartonnerie 6, 7181 Feluy
• The Client or Clients : any natural or legal person who contracts with the seller to purchase his products or services.
• The Customer: a customer who purchases products or services from the Seller for purposes excluding any professional nature.
• The Professional : a customer who purchases the Seller’s products or services for exclusively professional purposes

1.2 Scope of application

Unless otherwise agreed in writing and expressly, these general conditions are applicable to all transactions and relations between the Seller and its Customers.

These general conditions of sale take precedence over any general conditions of the Customer, except with the express, prior written consent of the Seller. In the event of a conflict between these general conditions and the special conditions contained in the offer or any other document accepted by both parties, the special conditions shall prevail.

The Seller reserves the right to modify these general conditions. The new modified general conditions will apply to orders accepted by the Seller after the modification date.

Article 2. Billing Center

Invoices will be issued by InnerFrog SRL – Parc de la cartonnerie 6 at 7181 Feluy, VAT BE 0668 895 568

Article 3. Services and products

The services and products offered by the Seller consist in particular of

3.1. Facilitation

This involves facilitating workshops/meetings/seminars and other high points for collective exchange and commitment, to make them more collaborative, more effective and more dynamic.

3.2. Visual recording

This involves capturing a discussion or speech in visual form (drawing and text) in real time (or deferred). Most often executed as a mural, the graphic report can also be produced in smaller format or digitally.

3.3. Illustration

These are visual representations of a graphic or pictorial nature whose essential function is to amplify, complete, describe or extend a message.

3.4. Training

The aim is to pass on knowledge to a group of participants in order to facilitate learning and the development of skills.

Article 4. Formation of the contract

4.1 Offer

Any service provided by the Vendor shall be preceded by an offer (ev. in the form of an order form to be returned signed or in the form of a quotation) sent to the Customer which, unless otherwise stipulated, shall be valid for one month.

Any order placed by the customer and accepted by the Seller is considered firm and final and cannot be retracted.

By placing an order with the Vendor, the customer declares that he/she accepts in full and without reservation the present General Terms and Conditions of Sale appended to the offer.

4.2 Contract

The contract is deemed to have been concluded on receipt by the Vendor, before expiry of the period of validity of the offer, of the Customer’s unreserved acceptance in writing (letter, e-mail) or by returning the duplicate of the offer signed by the Customer.

Any modification of this agreement may only be made by mutual agreement and this agreement must be recorded in writing sent by the Vendor to the Customer and returned by the latter for agreement. The Vendor shall be entitled to consider that the silence observed by the Customer on receipt of the written document constitutes acceptance on its part.

Article 5. Prices

All our prices are given in Euros (€) and exclude VAT.

If the deliverables are to be delivered to the Customer’s premises, and unless otherwise stipulated in the quotation, the transport costs shall be borne by the Customer. The products travel at the Customer’s risk, under the responsibility of the carrier.

Article 6. Order

Any services, costs or other supplements not mentioned in the initial order will be invoiced separately.

In the case of long-term assignments and/or high costs, the seller reserves the right to request a deposit corresponding to 20% of the total amount of the offer.

Article 7. Order cancellation

In the event of cancellation of orders by the customer, the seller will be entitled to claim damages corresponding to 20% of the total amount of the offer, plus compensation for costs incurred by the seller in the execution of the orders and not included in the amount of the offer

The above-mentioned rules on compensation will not be applied if dates are booked for training courses or workshops:

• No cancellation fees will be charged for postponements or cancellations made more than 14 working days before the course start date;
• In the event of cancellation or postponement within 14 days of the course (start) date, damages will be set at 50% of the amount of the offer.
• In the event of cancellation on the same day, damages are fixed at 100% of the amount of the offer.

Article 8. Payments

Invoices issued by the seller are payable in euros (€) to bank account BE45 3630 6023 2289 (ING) within 15 days of dispatch.

Article 9. Default of payment

In the event of late payment, late payment interest will be charged automatically and without prior notice. If the Customer is a consumer, interest will be calculated at the legal rate plus 2%. If the Customer is a professional, interest will be calculated at the rate set by the law of 2 August 2002 on combating late payment in commercial transactions or by the legal text that replaces it. By way of irreducible compensation for damage caused by non-performance, the Customer will also be liable to pay a flat-rate compensation of 10% of the unpaid price, with a minimum of EUR 150 per invoice.

Failure to pay an invoice authorises the Seller to suspend all its services and to resume them only after full payment of the services due and to fall due or provided that a satisfactory guarantee of payment is given. Failure to pay an invoice shall result in all sums due becoming payable, even if they are not yet due.

Article 10. Place of supply:

Where the Seller has to perform the contract in whole or in part on the Customer’s premises, the Customer must provide the necessary infrastructure (workspace, power supply, flipchart stand/wall surface, etc.) for the performance of the contract.

Article 11. Subcontracting

The seller reserves the right to freely subcontract all or part of the services included in an order.

Article 12. Reference

Unless otherwise agreed, the seller may quote the customer’s name in any document, electronic or otherwise, by way of reference or for commercial purposes.

Unless otherwise stipulated, the words “©Innerfrog.com” are affixed to all paper and web creations.

Article 13. Intellectual property rights

Unless otherwise agreed in writing (transfer of rights), all drawings, illustrations, photos, layouts, compositions and, more generally, all works created by the Seller remain its exclusive property in accordance with the legal provisions on copyright. These elements may not be imitated or reproduced without its prior written authorisation.

Unless otherwise agreed in writing, the Customer acknowledges the Seller’s discretionary right to use the material covered by the intellectual property rights for similar services for other customers.

Article 14. General terms and conditions of sale

The seller may modify, add or delete provisions to these general terms and conditions of sale without prior notice to its customers or third parties.

Article 15. Force majeure

Neither party will be held liable to the other for non-performance or delays in performance of an obligation under this contract which is due to the fault of the other party following the occurrence of an act of God usually recognised by jurisprudence.

Article 16. Applicable law and dispute resolution

These general terms and conditions of sale are governed by Belgian law.

In the event of a dispute, an amicable solution will be sought before any legal action is taken.

Failing this, the Commercial Court of Charleroi shall have jurisdiction over any dispute.