General Terms & Conditions

1. Introduction

Any natural or legal person placing an order, in writing or verbally, is considered the Client and stands as guarantor for payment of the invoice, including where the invoice is to be issued in the name of a third party.

Contractual relations are governed by these General Terms and Conditions unless the contract expressly derogates from them. Verbal undertakings bind The After SRL only once confirmed in writing and duly signed.

By placing an order, the Client acknowledges having read and accepted these terms. The Client's own general terms and conditions do not apply, even where the Client's documents state otherwise, unless The After SRL has accepted them expressly and in writing.

2. Services

The After SRL provides its clients with, among others, the following services:

• change management: strategy, impact and readiness assessment, sponsor and manager enablement, communication, resistance management and adoption measurement;
• project and programme management, including interim management and PMO governance;
• consultancy, design and analysis in business, digital and marketing strategy;
• process and workflow automation;
• training, workshops, facilitation and coaching, including the use of licensed behavioural instruments.

Unless expressly agreed otherwise, these services are governed by the following rules, which each party accepts:

3. Timelines

The duration of the project and of The After SRL's involvement is set out in the contract proposal and starts to run only once the deposit has been paid. Timelines are nevertheless given as an indication only. A delay against the agreed schedule does not give rise to damages.

4. Place of performance

Services are performed remotely, at the Client's premises or at the premises of The After SRL, as agreed for the assignment. Where services are performed at the Client's premises, The After SRL's hourly rate is increased and runs from departure from its registered office until return to that office. Travel and accommodation costs may be invoiced in addition, at cost.

5. Client's obligations

The quality of the work depends on the quality of what the Client makes available. The Client undertakes to:

• provide accurate and complete information, documents and access in good time;
• designate a single contact person empowered to take or obtain decisions;
• make the agreed people available for interviews, workshops and validation sessions;
• respond to requests for validation within a reasonable period.

Where the Client's failure to do so causes delay or additional work, the resulting time is invoiced at the agreed rate and the timeline is adjusted accordingly.

6. Fees and payment

Invoices are payable within 30 days (end of month). All amounts are exclusive of VAT.

Sums owed by the Client are portable and payable at the registered office of The After SRL. Deposits paid and costs incurred are not refundable if the assignment is interrupted. In the event of non-payment or late payment of a deposit or an invoice, The After SRL reserves the right to suspend its services without notice and, after a formal notice of default, to cancel the corresponding purchase order.

By express agreement, and save where a postponement has been requested in good time and specifically granted by The After SRL, failure to pay on the due date renders all outstanding sums immediately payable, automatically and without prior formal notice.

In such a case of default, the Client owes, without prior formal notice, contractual interest of 12% per annum on the sums due, together with a fixed indemnity of 15% subject to a minimum of €60.00. Where The After SRL is itself at fault in the performance of its obligations, the Client is entitled to claim an indemnity on the same basis.

Any complaint concerning an invoice must be sent to The After SRL by registered letter within 7 days of the invoice date, failing which the invoice is deemed accepted without reservation.

7. Cancellation and postponement

Dates reserved for an assignment, a workshop or a training session are held exclusively for the Client. Where the Client cancels or postpones a confirmed date, the following applies to the fees for the days concerned:

• more than 15 calendar days before the date: no charge;
• between 15 and 5 calendar days before: 50% of the fees;
• fewer than 5 calendar days before: 100% of the fees.

Non-recoverable costs already committed (travel, room hire, licensed materials) are invoiced in all cases. A first postponement to a date agreed by both parties within three months is treated as a change of date rather than a cancellation.

8. Liability

The services of The After SRL consist in the delivery of advice and constitute an obligation of means, not of result. The After SRL cannot be held liable for any malfunction arising from the implementation of that advice, whether or not in accordance with the advice given, save in the event of gross, inexcusable or intentional fault.

Save in the event of gross, inexcusable or intentional fault, and save where the law does not permit such a limitation, the total liability of The After SRL under an assignment is limited to the amounts invoiced for that assignment during the twelve months preceding the event giving rise to the liability. The After SRL is not liable for indirect or consequential loss, including loss of profit, loss of turnover, loss of data or reputational harm.

9. Intellectual property

The methods, models, frameworks, templates, tools and know-how used by The After SRL, whether pre-existing or developed during the assignment, remain its exclusive property, together with any third-party materials used under licence.

Deliverables produced specifically for the Client (reports, plans, analyses, presentations) may be used freely by the Client within its own organisation for the purposes of the assignment, once the corresponding invoices have been paid in full. Any transfer of rights beyond that licence, and any use, resale or distribution outside the Client's organisation, requires the prior written agreement of The After SRL.

The Client warrants that it holds the necessary rights in the content, data and materials it provides, and indemnifies The After SRL against any third-party claim in that respect.

10. Confidentiality

Each party undertakes to keep confidential all non-public information of the other of which it becomes aware in the course of the relationship, to use it only for the purposes of the assignment, and to disclose it only to those of its people or subcontractors who need it and who are bound by an equivalent obligation. This undertaking survives the end of the contract for five years, and indefinitely for information protected as a trade secret.

It does not apply to information that is or becomes public through no breach, that was already lawfully held, or whose disclosure is required by law or by a court order.

11. Personal data

The After SRL processes personal data in accordance with Regulation (EU) 2016/679 (GDPR) and Belgian law. The processing carried out for its own purposes is described in the Privacy Policy.

Where The After SRL processes personal data on behalf of the Client in the performance of an assignment, it acts as a processor within the meaning of Article 28 GDPR, on the Client's documented instructions, and the parties conclude a data processing agreement to that effect before any such processing begins.

12. References

The Client authorises The After SRL to mention its name and, where applicable, its logo, on electronic or printed media, for commercial promotion purposes, and to place on its website a link to work carried out by The After SRL for the Client.

The Client may withdraw that authorisation at any time by written notice, and The After SRL will remove the reference within a reasonable period. Any reference going beyond the name, logo and a factual description of the assignment (a case study, a quotation, a testimonial) requires the Client's prior written approval of the text.

13. Force majeure

Neither party is liable for a failure to perform caused by an event beyond its reasonable control, including illness, accident, strike, failure of communication networks, or a decision of a public authority. The affected party informs the other without delay, and the parties agree in good faith on a new schedule. Where the impediment lasts more than sixty days, either party may terminate the assignment in writing, and work already performed remains payable.

14. Invalidity and lapse

The invalidity or lapse of all or part of one of the clauses of these general terms does not entail the invalidity or lapse of the remaining clauses, unless the clause concerned is an essential element of the agreement.

In such a case, the parties undertake to negotiate without delay and in good faith the replacement of the invalid or lapsed clause by a lawful clause of equivalent economic effect.

15. Entire agreement

No statement, document or exchange of correspondence, whether before or after the conclusion of the contractual relationship, creates obligations under these terms unless it is the subject of an amendment signed by both parties. The failure by one party to rely on any clause does not constitute a waiver of that clause for the future.

16. Notices and address for service

For the purposes of these terms, the Client elects domicile at the address it has communicated to The After SRL. Any communication is validly made to the postal and electronic addresses communicated by the Client and by The After SRL. Each party elects domicile at the address indicated herein. To be legally valid, all documents must be sent to the address for service.

17. Governing law and jurisdiction

These terms and the contractual relationship are governed by Belgian law, to the exclusion of its conflict-of-laws rules and of the United Nations Convention on Contracts for the International Sale of Goods.

Any dispute relating to the conclusion, validity, interpretation or performance of the contractual relationship will be settled definitively by the courts of Brussels.