GENERAL TERMS & CONDITIONS IMPETUS ACADEMY
These General Terms & Conditions (“Terms”) apply to all proposals issued and services provided by Impetus Academy BV, Kloosterstraat 63, 9910 Knesselare, Belgium, company registration number 0739.785.247, unless agreed otherwise in writing beforehand. The recipient of the services specified in the proposal (“Proposal”) (“Client”) is deemed to have received and accepted these Terms without reservation at the moment the Proposal is accepted, or, in the absence of a Proposal, at the moment the Client places an order with Impetus Academy. Any terms of the Client, regardless of their name, shall not apply to the services provided by Impetus Academy and cannot be invoked against Impetus Academy.
1. Services
Impetus Academy shall provide the Client with the services as described in the Proposal or otherwise agreed upon in writing (“Services”). Impetus Academy will perform the Services with reasonable skill and care and will regularly inform the Client of the progress and status of the Services. Impetus Academy shall deliver the training, employee surveys, supervision/coaching, reports, e‑learnings, and other deliverables as described in the Proposal (“Deliverables”). Any change in the scope of the Services requires an amendment to the Proposal or a new Proposal between the parties. Timelines for performance of the Services will be set out in the Proposal or agreed mutually. If the Client fails to supply required materials or feedback in a timely manner, Impetus Academy has the right to reasonably postpone the completion date of the Services. Each party shall appoint a project manager who will act as the central contact point for the Services. Invoicing is based on the Proposal and for additional services in line with the Proposal and applicable rates.
2. Platform License
Where the Client is granted access to the Impetus Academy platform (“Platform”) in the Proposal, Impetus Academy grants the Client, for the Term, a non‑exclusive, non‑transferable right to access the Platform via a web interface. The Client may sublicense this right only to its officers, employees, agents and advisors (collectively “Personnel”) insofar as their access to the Platform is necessary for Impetus Academy to perform the Services. The Client shall, and shall ensure that its Personnel, protect their usernames and passwords used in connection with the Platform (and shall not share them with third parties), and the Client shall be solely responsible for all activity under their accounts. The Client shall not decompile, disassemble, analyze or investigate or otherwise attempt to discover the source code, structure, algorithms, or ideas underlying the Platform (except insofar as permitted by applicable law), such as for reverse engineering or reproducing a platform or solution with similar functionality. The Client shall not make the Platform public or exhibit it to third parties on a website, bulletin board or otherwise, and shall ensure its Personnel do not do so. Except as expressly set out herein, the Client may not license, distribute, rent, lease or otherwise make the Platform available to a third party, nor assist or permit a third party to do so. The Client shall immediately notify Impetus Academy in writing if it becomes aware of any (suspected) infringement of the Platform. The Platform is provided on an “as is” basis and Impetus Academy makes no warranties regarding the Platform, including but not limited to warranties of uninterrupted or error‑free operation or the absence of (i) data loss or damage, (ii) viruses or other harmful software, or (iii) infringement of third‑party rights. To the extent the parties have entered into a separate license agreement regarding the Platform, that agreement shall prevail over conflicting provisions in these Terms regarding the Platform.
3. Consideration (Fees & Payment)
The Client shall pay Impetus Academy the fees set out in the Proposal (“Fees”). All amounts in the Proposal are exclusive of VAT (or similar tax), which the Client shall pay at the rate required by law from time to time. Payment of Impetus Academy’s invoices shall be made within thirty (30) days after the invoice date by bank transfer in EUR, without any deduction. All invoices shall be issued in accordance with the invoicing schedule in the Proposal and are deemed accepted unless contested in good faith within thirty (30) days after the invoice date. If an invoice is disputed, the Client shall pay the undisputed portion by the due date. Any amount due but not paid in full by the due date shall, by operation of law and without prior notice of default, incur interest for late payment of one percent (1%) per month. As a penalty, the amount shall automatically and without prior notice of default be increased by ten percent (10%), with a minimum of one hundred euros (€100), from the day after the invoice due date, in addition to the principal and interest. In addition to any other rights under these Terms, Impetus Academy has the right to suspend the Services (including any access to the Platform) in the event of late payment. The Client shall fully reimburse Impetus Academy for any costs of notice, collection, and enforcement (including lawyers’ fees) incurred in connection with an unpaid invoice. Impetus Academy may increase its fees annually where it deems necessary, for example via annual indexation.
4. Intellectual Property Rights
Upon receipt of full payment of the Fees, Impetus Academy grants the Client a non‑exclusive, non‑transferable, non‑sublicensable license to use the Results for internal business purposes only. The Client acknowledges that Impetus Academy possesses certain pre‑existing business processes, procedures, methods, methodologies, models, practices, training and educational materials, implementation methods and other documentation relating to Impetus Academy’s services (“Impetus Academy Technology”). The Client agrees that such Impetus Academy Technology and any improvement or modification made thereto during the Term (“Improvement”) is and shall remain the property of, and confidential information belonging to, Impetus Academy. To the extent that any such technology or improvement is included in any of the Deliverables, upon full payment of the Fees, Impetus Academy shall grant the Client a non‑exclusive license to use it solely in combination with such Deliverables and only for its intended purpose. Under no circumstances are intellectual property rights assigned to the Client, nor may the Client use the materials to provide services similar to those of Impetus Academy, whether internally or externally.
5. Privacy
Each party shall fully comply with its respective obligations under all applicable privacy and data protection laws (“Privacy Laws”), including (without limitation) the EU General Data Protection Regulation 2016/679 (“GDPR”). Between the Client and Impetus Academy, except as set out in Section 6 below, the Client will be the data controller of the personal data provided by or on behalf of the Client to Impetus Academy for the performance of the Services (“Personal Data”), and Impetus Academy will act as a processor. The subject matter and duration of processing, the nature and purpose of processing, the types of Personal Data and categories of data subjects will be described in a privacy implementation document (“Privacy Implementation Letter”) to be signed by the parties after the Client accepts the Proposal. As processor, Impetus Academy agrees to:
a) Process Personal Data only to the extent necessary to perform the Services, only for the purposes defined in the Privacy Implementation Letter, and on documented instructions from the Client, including regarding transfer of Personal Data to a third country or international organization, unless required by mandatory law (in which case Impetus Academy shall notify the Client in advance, unless prohibited);
b) Inform the Client if Impetus Academy believes that the Client’s instructions violate applicable Privacy Laws;
c) Ensure that only individuals who need to know Personal Data to perform the Services have access to it, and that those individuals are bound by confidentiality or legal secrecy obligations;
d) Use only subprocessors listed in the Privacy Implementation Letter or otherwise approved in advance by the Client; and ensure via written agreement that each subprocessor complies with the obligations under this section;
e) Considering the state of the art, implementation costs, nature, scope, context and purposes of the processing, and the risk to rights and freedoms of data subjects of varying likelihood and severity, implement appropriate technical and organizational measures to ensure the processing complies with the Privacy Laws, protecting against unauthorized or unlawful processing and against accidental loss, destruction or damage;
f) Assist the Client (at the Client’s reasonable expense) in responding to requests from data subjects to exercise their rights under Chapter III of the GDPR;
g) Notify the Client within four (4) working days if a data subject submits a request to exercise legitimate rights under the Privacy Laws and provide reasonable assistance (but only respond if instructed by the Client);
h) Promptly notify the Client of any request for access to Personal Data by a judicial or regulatory authority (unless legally prohibited);
i) Report any Personal Data breach in writing to the Client within sixteen (16) working hours of becoming aware, including information necessary to help the Client meet its obligations; handle cooperation, investigation, and remedying such breach; provide available information; refrain from any public announcement without Client’s prior written consent;
j) Maintain a record of all categories of processing activities performed on behalf of the Client as required by Article 30(2) GDPR;
k) Provide to the Client all information reasonably necessary to demonstrate compliance with Article 28 GDPR;
l) Not permit more than one audit by the Client per year to verify Impetus Academy’s compliance under Article 28(3)(h) GDPR, with a written confidentiality agreement, etc.; audit during business hours, etc.;
m) Not transfer Personal Data outside the European Economic Area without prior written consent of the Client (unless subprocessors already listed in the Implementation Letter). Before such transfer, ensure a GDPR‑compliant data protection mechanism;
n) Assist the Client (at Client’s cost) in ensuring compliance under GDPR articles 32‑36, etc.; and
o) At the Client’s request or at the end of the Term, delete or return Personal Data, and erase existing copies unless retention is legally required, only as long as needed.
6. Processing for Scientific Purposes
If explicitly permitted in the Privacy Implementation Letter, Impetus Academy has the right to (i) process pseudonymized Personal Data (“Pseudonymized Data”) as an independent data controller for analytical, statistical, benchmarking, and product improvement purposes, and/or (ii) supply such Pseudonymized Data to research institutions for scientific research (the processing under (i) and (ii) collectively “Further Processing”). Impetus Academy and each such research institution shall act as independent data controllers in respect of such Further Processing of pseudonymized data. The Client guarantees that it has provided appropriate information to data subjects and obtained their consent when required under Privacy Laws. Regarding Further Processing, (i) Impetus Academy will ensure compliance with Privacy Laws by itself and via each research institution, and (ii) Impetus Academy and/or any research institution will be responsible for honoring data subject requests under Privacy Laws (access, correction, objection, deletion, data portability, if applicable). If either the Client or Impetus Academy becomes aware of a Personal Data breach in connection with data subject to Further Processing, that party shall promptly notify the other with details including measures taken and recommended next steps. Each party shall investigate the breach in its own sphere and assist the other party insofar as reasonably necessary to comply with obligations under Privacy Laws.
7. Confidentiality
“Confidential Information” means all commercial, technical and financial information, whether written or oral, not generally known to the public, which is provided by or on behalf of a party (“Disclosing Party”) to the other party (“Receiving Party”), and the terms of the Proposal. Confidential Information includes information which is not:
(a) known to the Receiving Party without restriction at the time of first disclosure by the Disclosing Party;
(b) become publicly known without fault of the Receiving Party;
(c) lawfully received by the Receiving Party from a third party without restriction and without breach of any agreement;
(d) independently developed by the Receiving Party, as evidenced by proper documentation.
The Receiving Party shall not disclose Confidential Information of the Disclosing Party to third parties, except to its officers, employees, advisors, agents and (sub)contractors who need to be aware in order to perform the Services, and who are bound by confidentiality obligations at least as strict as those in these Terms. The Receiving Party shall not use the Confidential Information except for performing its obligations or exercising its rights under these Terms. The Receiving Party shall take at least the same degree of care in protecting the Disclosing Party’s Confidential Information as it would its own comparable confidential information, and in any event at least a reasonable standard of care. The Receiving Party shall not remove or alter any copyright, trademark, logo or legend or any mark of ownership from originals or copies of Confidential Information received from the Disclosing Party. If required by law, regulation, judicial or governmental order, the Receiving Party may disclose Confidential Information to extent required but only after notice to Disclosing Party (if legally permitted) and providing reasonable cooperation to protect confidentiality. Confidential Information remains at all times the property of the Disclosing Party or its licensors. Upon termination of the agreement or earlier upon request of the Disclosing Party, the Receiving Party shall return all copies of the Disclosing Party’s Confidential Information or, at the Disclosing Party’s option, destroy them and provide a written certificate thereof. The Receiving Party may retain one (1) copy only if necessary for proof of service or payment.
8. Term
The agreement becomes effective from the date Impetus Academy receives the Client’s acceptance of the Proposal and ends upon delivery of the final result and receipt of full payment of the Fees, unless it is terminated earlier in accordance with this article (“Term”). Either party may terminate the agreement with immediate effect by written notice to the other party if and only if: (a) the other party breaches these Terms and does not remedy the breach within thirty (30) days after receiving written notice specifying the breach and requiring cure; or (b) the other party becomes insolvent, or an order is issued or resolution adopted for its dissolution (other than voluntarily for a solvent merger or reconstruction), or a liquidator, administrative receiver, trustee or similar officer is appointed over all or part of its assets, or the other party makes an arrangement with its creditors. Termination of the agreement does not release either party from any obligations that arose prior to such termination. Neither party is relieved of obligations which by their nature are intended to survive termination. Impetus Academy has the right to remove any content submitted by the Client via the Platform within thirty (30) days after the effective date of termination.
9. Cancellation Terms
The Client must notify Impetus Academy of cancellation in writing or by email. The date of cancellation is the date on which Impetus Academy receives that written notice. If a session or service is cancelled less than fourteen (14) calendar days prior to the scheduled session/service, the cancellation fee equals the full amount of the session. Impetus Academy reserves the right to charge a cancellation fee even when outside the 14‑day cancellation period, for example in cases of frequent scheduling and cancellation of sessions or services.
10. Liability; Indemnification
Except to the extent that such limitation is prohibited by mandatory Belgian law:
(i) Impetus Academy’s total liability to the Client for all claims arising under the agreement shall not exceed the Fees paid (excluding expenses and pass‑through costs) by the Client to Impetus Academy under the Proposal during the six (6) months prior to the date on which the claim giving rise to liability is made; and
(ii) Neither party shall be liable to the other for any indirect, consequential, or unforeseeable damages, including lost profits, lost data or lost business opportunities, except to the extent such damages are subject to indemnification under these Terms.
The Client shall indemnify, defend and hold harmless Impetus Academy against any third‑party claim (and associated costs, expenses, damages and losses) arising from the Client’s use of the Results or the Client’s breach of the Privacy Laws. Impetus Academy shall promptly notify the Client of the details of any such claim, shall not admit any liability, shall give the Client full control to defend or settle the claim, and provide reasonable assistance (at the Client’s expense) in such defense or settlement.
11. Miscellaneous
If the performance by either party of any of its obligations under this agreement (excluding a payment obligation) is delayed or prevented by circumstances beyond its reasonable control, that party shall not be considered in breach of the agreement by reason of such delay. Neither party may use the name or logo of the other in any press release or for any commercial purpose without the other’s prior written consent, except that Impetus Academy may mention the Client as one of its customers. If any provision of this agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force. This agreement is governed by and shall be interpreted in accordance with the laws of Belgium, without regard to principles of conflicts of laws. Disputes related to this agreement shall be submitted exclusively to the courts of Ghent, Belgium. This agreement may be amended or supplemented only by a written document signed by both parties. The failure of either party to enforce any provision of this agreement shall not be construed as a waiver of any subsequent enforcement of that or any other provision.