Effective from 1 October 2024.

1. Scope of application

1.1. The present General Terms and Conditions apply to all agreements, including offers, order forms, quotations, correspondence, and invoices (collectively the “Agreement”) regarding the provision of services and/or products (the “Assignment”) between Bvba PM – Risk Crisis Change, a company incorporated under Belgian law with its registered office at Krijgslaan 112, 9000 Ghent, Belgium, and registered in the register of legal entities under number 0473.448.981 (hereinafter “PM”) and the Client, (each individually a “Party” or collectively the “Parties”).

1.2. By utilizing the services of PM bvba, the Client acknowledges having read and unconditionally accepted the General Terms and Conditions. Under no circumstances shall the Client’s general or special terms and conditions apply, unless explicitly and in writing agreed otherwise.

1.3. PM bvba reserves the right to amend the General Terms and Conditions. Changes will take effect one month after notification by means of a written communication. If the Client does not wish to accept the amendments to the General Terms and Conditions, they must object by registered letter within 10 days of receiving the changes. After the effective date, the Client is deemed to have accepted the amendments.

2. Purpose of the agreement

The Agreement aims to assess and improve the crisis preparedness and resilience of the Client, as well as to prevent or manage crises through supportive services and/or products provided by PM bvba at the request and in cooperation with the Client.

3. Offers, quotations, and order confirmation

3.1. All offers and quotations from PM bvba are non-binding until accepted by the Client.

3.2. All offers and quotations are valid for 30 calendar days from the date of the quotation.

3.3. The Agreement is established when PM bvba receives the written acceptance of the offer or the signed and dated acceptance of the order form or quotation, without any modifications, from the Client.

3.4. Each order or order confirmation by the Client binds the Client. The Agreement replaces all prior written or verbal agreements and communications between the Parties unless expressly and in writing agreed otherwise.

3.5. Unless otherwise agreed between the Parties, the Assignment will only be scheduled and executed after receiving a deposit amounting to 20% of the price.

4. The services

4.1. The general services of PM bvba may include, among others:

• providing advice regarding crisis management and communication;
• organizing training, courses, and exercises;
• drafting, adjusting, or auditing crisis-related documentation;
• engaging workflows, protocols, processes, networks, and tools;
• research and development;
• lectures, representation, and mediation.

4.2. PM bvba carries out the Assignment for the Client as specified in the approved offer, order form, or quotation, in accordance with its usual procedures and methods, and at the time and location determined by PM bvba.

4.3. PM bvba may adjust the services if it believes that the change adds value to the crisis preparedness or resilience of the Client. The adjusted services will only take effect after the Client’s agreement.

5. Rates and invoicing

5.1. The Assignment, including the performance of PM’s employees, will be compensated according to the rates specified in the approved offer, order form, or quotation.

5.2. All rates and prices are exclusive of taxes (such as VAT, levies, etc.) and/or other costs directly or indirectly related to the services provided (such as accommodation, transportation, catering, rental, flight tickets, etc.). To the extent possible, PM will inform the Client of any additional costs that may arise. These costs will be invoiced to the Client as additional expenses.

5.3. All invoices are due on their due date as specified on the invoice. In the absence of this, the invoice is payable within 30 days from the invoice date. Each payment will be applied to the oldest outstanding invoice, and first to any owed interest and fees. Allowed discounts will be forfeited if the Agreement is not respected.

5.4. If the invoice is not paid by the due date, the Client shall owe PM bvba, by operation of law and without formal notice, a late payment interest of 10% per year, and a flat-rate compensation of 10% of the outstanding invoice amount until full payment is made. PM bvba reserves the right to suspend the further performance of its obligations until the Client has paid the overdue invoices. Any delay in payment by the Client makes all outstanding amounts immediately due and payable.

5.5. Any objections regarding an invoice must be sent to PM bvba by a reasoned registered letter within a period of 7 calendar days from the invoice date. In the absence of a timely objection, the invoice is deemed accepted, and payment is due. Protesting an invoice does not relieve the Client of their payment obligation.

5.6. PM bvba typically issues a deposit invoice amounting to 20% of the total order for its programs, short assignments (trainings, exercises, courses), and research projects. PM bvba invoices the full amount of the order for PM Quick Launch contracts and open training sessions.

5.7. The Client may postpone the execution of a scheduled assignment free of charge up to 30 calendar days before the planned execution date. For cancellations or changes made less than 30 calendar days before the planned execution date, PM bvba will invoice 50% of the total order. For cancellations or changes made less than 7 days before the planned execution date, PM bvba will invoice 80% of the order, and the change will be treated as a new assignment according to the agreed terms in the agreement and the corresponding order form, where the order form is the applicable document. For cancellations or changes made less than 4 days before the planned execution date, PM bvba will invoice 100% of the order, and the change will also be treated as a new assignment according to the agreed terms in the agreement and the corresponding order form, where the order form is the applicable document.

5.8. All employees of PM are part of a best-effort system for emergency services. Specifically, PM has a PM Quick Launch agreement with some of its clients, which involves immediate assistance upon the declaration of a crisis procedure or the threat thereof. If a PM employee has to leave a training, course, or exercise early due to this, they will be rescheduled free of charge at a later date.

6. Support from the Client

6.1. The Client shall provide PM bvba with the necessary support and cooperation to enable PM bvba to carry out the Assignment without hindrance. To this end, the Client will, among other things:

• provide all information and documents, including Confidential Information, required for the execution of the Assignment to PM, as well as immediately notify any changes regarding this information and/or provided documents that may impact the success of the Assignment;
• grant PM access to and connect PM with the employees and staff of the Client as needed for the execution of the Assignment;
• remain available to PM and take a proactive stance so that consultation meetings can be organized.

6.2. The Client shall ensure that its employees and staff comply with the obligations set forth in this article and that they provide PM with the necessary support and full cooperation.

7. Liability

7.1. The obligations undertaken by PM bvba are best-effort obligations.

7.2. The liability (whether contractual or non-contractual) of PM bvba and its appointees towards the Client regarding the execution of the Assignment shall always be limited to the direct damage caused by gross negligence, intentional misconduct, or fraud.

7.3. PM bvba and its appointees shall in no event be liable for any indirect or consequential damages suffered by the Customer, including, but not limited to, loss of opportunity, loss of business, loss of profit, decline in revenue, increased costs, loss of clientele, loss of certification, loss of operating license, loss of usage rights and licenses, or reputational damage arising from or related to the services provided.

7.4. The liability limitations do not apply in the case of intentional misconduct or fraud.

8. Intellectual property rights

8.1. All Intellectual Property Rights related to the services and/or products offered, as well as the resulting know-how, advice, models, methods, reports, presentations, plans, frameworks, etc., remain the exclusive property of PM bvba, unless they already belong to third parties. The Customer shall not, without prior written consent from PM bvba, disclose, reproduce, or make the products and results of the Assignments available to any third party in any way. The Customer shall not remove or alter any indications concerning copyrights, trademarks, trade names, or other intellectual property rights.

8.2. The customer may obtain a limited right of use or operating right to the know-how, advice, models, methods, reports, presentations, plans, frameworks, etc., resulting from the services and/or products.

8.3. “Intellectual Property Rights” refers to all intellectual and other property rights (whether registered or not), including but not limited to copyrights, neighboring rights, trademarks, trade names, logos, designs, models, patents, know-how, as well as rights to databases and computer programs.

9. Confidentiality

9.1. « Confidential Information » refers to all information (of a business, commercial, technical, financial, or strategic nature, as well as data, ideas, materials, models, formulas, reports, presentations, plans, programs, drawings, trade and manufacturing secrets) that is exchanged between the Parties, either in writing or orally, within the framework of and in connection with the Agreement, and is included in a separate confidentiality agreement. Information obtained from third parties without violating any confidentiality obligations, as well as information that is publicly available at the time the receiving Party received it or becomes publicly available later, and this not due to a breach by that Party, shall not be considered part of the confidentiality agreement.

9.2. The Parties shall treat the Confidential Information from the confidentiality agreement as confidential and will only use it for the purpose of the Agreement. The Confidential Information shall not be disclosed to third parties without the prior consent of the other Party.

9.3. A Party may disclose the Confidential Information from the confidentiality agreement only:
i) to its employees, staff, authorized representatives, and professional advisors associated with PM bvba, to the extent necessary for the performance of their duties and on the condition that these individuals are bound by confidentiality obligations at least as strict;
ii) to legal or administrative authorities that require the disclosure pursuant to a legal provision or court order;
iii) if necessary to enforce the Agreement in a legal dispute between the Parties.

9.4. The Confidential Information is intended solely for the execution of the Agreement and remains the property of the disclosing Party.

9.5. Upon termination of the Agreement or at the simple written request of the Customer, PM shall proceed to return or destroy, as far as practically feasible, the Confidential Information, as well as all copies or reproductions as mentioned in the confidentiality agreement.

9.6. The confidentiality obligations shall remain in effect after the termination of the Agreement.

10. Termination of the agreement

10.1. The Agreement is concluded for a fixed duration and comes into effect at the moment specified in section 3.3 and ends at the time the Assignment is completed.

10.2. If the Customer fails to fulfill its obligations, PM bvba has the right to:

i) suspend the Agreement until the defaulting Party has fulfilled its obligations; or
ii) terminate the Agreement early if the defaulting Party fails to remedy the breach within 10 days after receiving a registered notice of default..

10.3. In the event of early termination of the Agreement, the Customer shall pay for all services provided by PM, as well as the costs incurred by PM as a result of this termination, plus a lump-sum compensation of 20% of the amount that PM could have invoiced to the Customer had the Agreement been fully executed, without prejudice to the right to claim higher damages if PM proves that the actual damages suffered are greater than the lump-sum compensation.

10.4. Once the Agreement comes into effect as specified in section 3.3, the Customer expressly grants PM bvba permission to publicly use the name and logo of the Customer as a reference for a period of 3 years after the payment of the last invoice to PM bvba. PM is also authorized to include the Customer as a reference and case study in offers, lectures, and training provided by PM bvba.

11. Independence

11.1. PM bvba performs its duties with full independence and determines itself under which circumstances and conditions it will provide the services.

11.2. The employees of PM bvba are in no way part of the Customer’s staff. The Customer shall not offer any secondary benefits or other employee advantages to the employees of PM bvba.

12. Conflict of interest

As soon as PM bvba is faced with a conflict of interest arising from activities outside the Agreement that impact the Assignment, it shall inform the Customer.

13. Applicable Law and Competent Court

The validity, interpretation, and execution of the Agreement shall be governed by Belgian law. Any dispute regarding the formation, validity, and/or execution of this Agreement shall be settled by the competent court in Ghent.

14. Severability

If any provision of the Agreement is found to be invalid or unenforceable for any reason, the validity, legality, and enforceability of the remaining provisions shall not be affected and shall remain in full force.

15. Waiver

The failure of a Party to immediately enforce any right or authority shall not affect or limit the rights and authorities of that Party. Waiver of any provision or condition shall only be effective if made in writing.

16. Notification

Any notification or communication by a Party shall be in writing, whether electronically or otherwise, directed to the other Party using the contact details specified in the approved purchase order.

17. Privacy

PM bvba respects your privacy. You can consult our privacy policy below.