Grow With The Flow BV is a certified service provider for KMO-Portefeuille, a subsidy program for SMEs in the Flanders region of Belgium.

Registration number: DV.O249118 - training and education

More info on the website of VLAIO (in Dutch).

Terms and Conditions

Article 1 – General and Scope

1.1.        Grow With The Flow BV is a company organized and existing under the laws of Belgium, having its registered office at Rondebosstraat 58, 1700 Dilbeek, Belgium and registered with company number BE0743.586.756 (“GWTF”).

The present general Terms and Conditions, together with its Annexes, are applicable to any services rendered by GWTF, including the provision of content and tools (it being understood that GWTF may choose to make services subject to additional conditions).

These Terms and Conditions apply to all contractual relationships between GWTF and its clients (the “Client(s)”) as well as to the permitted users within Client’s organisation (the “User(s)”). In these Terms and Conditions, GWTF and the Client are individually referred to as a Party, and together referred to as the Parties. The annexes to these Terms and Conditions form an integral part hereof, and these Terms and Conditions (including the annexes thereto) together with the online or offline order form entered into between the Parties (regardless of whether it is called order form, quotation, proposal, product order or otherwise, the Order Form), as well as any applicable additional and/or specific conditions, form the entire Agreement between the Parties.

1.2.        If you are an employee or contractor of the Client entering into this Agreement on behalf of the Client, you represent and warrant that (i) you have full legal authority to bind the Client to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree on behalf of the Client to this Agreement.

1.3.        The Client expressly waives the application of its own general and special terms and conditions, even where it is stated therein that only those conditions may apply and even if such terms and conditions were not protested by GWTF.

1.4.        GWTF reserves the right to amend the Agreement from time to time and will give the Client prior written notice of such amendment, at least four weeks prior to the entry into force of the amendment. In the event Client does not agree to such amendment, Client shall notify GWTF thereof in writing within four weeks after the aforementioned notice in which case the Agreement shall continue under the agreed upon terms until expiry of the then-current Term and automatically terminate thereafter. In the absence of any written notification of Client within the aforementioned four-week period, Client is deemed to have accepted the amendments.

Article 2 – Commencement and Duration

2.1          This Agreement shall commence on the effective date as set forth in the Order Form, and if no effective date is mentioned, the order date (the “Date”). This Agreement shall, subject to the provisions of article 7 of the Agreement, continue until final delivery of the Services within article 3, as confirmed by the Parties in a written communication.

Article 3 – The Services

3.1.        GWTF shall provide provide the Client with the services that are set forth in the Order Form (the “Services”).

3.2.        GWTF and the natural person(s) appointed to perform this Agreement on its behalf shall perform the Services from their current place of work upon signature of this Agreement, using their own office infrastructure, computers, computer hardware and office equipment, mobile phones, etc. However, GWTF may be occasionally available at the Client’s premises or at those of the Client’s customer(s) on mutually agreed dates.

3.3.        The Client shall provide GWTF with all information, documents, assistance and support reasonably necessary or useful to perform the Services.

Article 4 – Relationship between the Parties

4.1.        GWTF and the natural person(s) appointed to perform this Agreement on its behalf shall carry out their tasks on an independent basis. Subject to this Agreement, GWTF remains free to determine the manner in which it will perform the Services. However, the Parties understand that GWTF shall devote the time required to attend to the business and affairs of Client. GWTF shall perform the Services and assume its obligations to the best of its ability in the best interest of the Client at all times.

4.2.        GWTF understands and acknowledges that active prospecting and/or soliciting of customers and/or the negotiation of contracts with customers in the name and on behalf of the Client (as a commercial agent or sales representative would do) do not form part of the Services. If such activity is carried out, it should be occasional or sporadic. The Services do not purport to include the services that a commercial agent or sales representative would normally render.

4.3.        GWTF also understands and acknowledges that it has not been, is not and shall not be entitled to legally represent or bind the Client, such as, for instance, by entering into agreements or understandings or by accepting or assuming other rights and obligations on behalf of the Client. In particular, without limitation on the foregoing, binding offers for sale, binding acknowledgements or orders, binding government or private tender documents, etc. can only and must always be signed by a duly authorized representative of the Client. Non-binding documents sent to customers shall always prominently indicate that the Client is the contracting party, represented exclusively by its authorized representative(s).

4.4.        GWTF shall be solely responsible for its operating expenses. None of the provisions of this Agreement can be interpreted as indicating consent by the Parties to form a partnership or joint venture.

Article 5 – Remuneration

5.1.        The Parties shall agree in writing on a consultancy fee to be paid in consideration for the Services. Fees are updated at least annually.

5.2.       The Client shall reimburse all reasonable expenses incurred by GWTF during the engagement. The following expenses are explicitly approved:

–      reasonable expenses for international travel, including transport by air, train, taxi and rental car, as well as accommodation and food; and

–      domestic and international door to door travel time: €120 per hour excl. VAT.

5.3.        Invoices that have not been disputed in writing within 8 days of receipt are considered accepted. Invoices are payable upon receipt by the Client. Any amounts of undisputed invoices that have not been paid within thirty days after the invoice date shall automatically and without notice be subject to a late payment interest equal to eight percent per month or, if eight percent is deemed excessive under the applicable law, to the maximum late payment interest permitted by applicable law. The interest shall be compounded daily as of the due date until receipt of full payment by GWTF. In addition, Client shall pay all costs incurred by GWTF as a result of the (extra)judicial enforcement of Client’s payment obligation under this clause, with a minimum of 125 EUR (excl. of VAT). If Client fails to pay any outstanding amounts within thirty days from receipt of a written default notice, GWTF shall be entitled to suspend its obligations and Client’s rights hereunder until receipt of payment of such outstanding amounts.

5.4.        All taxable remuneration paid to GWTF shall be in gross amounts, without deduction of withholding tax, and GWTF shall be solely responsible for registering with the VAT authorities and paying all taxes and social security contributions required under Belgian law or the laws of any other governmental body (and for filing the necessary forms and returns in that regard).

5.5.        If during the term of this Agreement, GWTF or the natural person(s) appointed to perform this Agreement on its behalf becomes physically or mentally disabled, partially or completely, so that they are unable to perform the Services, the Client shall be entitled to suspend payment of the consultancy fee after 15 days.

Article 6 – Confidentiality and Intellectual Property

6.1.        The Parties undertake to keep strictly confidential and not to divulge to any person or entity or to use for its own purposes, both for the duration of this Agreement and afterwards, any and all trade secrets and confidential data and information gleaned during the performance of this Agreement and which relate or belong to the other party, its clients, accounts or activities ("Confidential Information").

6.2         For the purpose of this clause, following information shall not be considered as Confidential Information:

(a)           information which now is or becomes public knowledge otherwise than by breach of the Agreement by a party; or

(b)           information which is lawfully in the possession of a party prior to receipt from the other party and was not previously acquired by a party from the other party under an obligation of confidence; or

(c)           information which is lawfully disclosed by any person or entity which is not a party to the Agreement without breach by that party of any obligation of confidentiality or non-use towards the other party.

The confidentiality undertaking of this clause shall remain valid for a term of one (1) year following the date of termination (for whatever reason) of the Agreement.

6.3.        All documents equipment, correspondence, records, specifications, software, models, notes, reports and other assets and documents and copies thereof entrusted to a party in the framework of this Agreement shall be handled by the party with the care expected from a reasonably prudent person (“bonus pater familias”).

6.4.        All records, documents, papers (including copies and summaries thereof) and other works protected by copyright made or acquired by the Parties in the course of the Agreement shall, together with all worldwide copyrights, patent rights and design rights in all such works, remain at all times the exclusive property of their owner.

6.5.        The Client may receive access to manuals, tools and other proprietary materials from GWTF. These remain the property of GWTF and the Client is granted a license with the following limited usage rights:

–      the Client may access and use the intellectual property within its own organization during the term of the Agreement;

–      the Client shall not distribute the intellectual property to people outside its own organization;

–      the Client shall not make copies of the intellectual property without prior agreement; and

–      the license is withdrawn as soon as there are invoices that have not been paid within 14 days.

Article 7 – Termination

7.1.        Either party may terminate the Agreement by notifying the other party in writing. The agreement shall end after the latest of the following two dates:

–      one month after this written notice; or

–      the end of all assignments that were agreed in writing and that incur a minimum engagement term or fixed project fee (regardless of whether they are paid in multiple instalments).

               During the first month after notice is given, both parties agree to maintain the magnitude of the Services other than those provided for a fixed project fee. As a consequence, the total hourly, daily and monthly fees (excluding instalments for fixed project fees) during the first month after notice is given, shall be equal to the average of those in the preceding 3 months (or since the start of the Agreement, if it started less than 3 months ago).

7.2.        Notwithstanding any provisions to the contrary in the Agreement, either party is entitled to terminate the Agreement, effective immediately, at any time and without providing notice or compensation in lieu thereof in the event:

(a)   the other party has committed an act involving dishonesty, disloyalty or fraud with respect to the other party or its business;

(b)  the other party commits gross negligence or wilful misconduct with respect to the performance of its duties under this Agreement;

(c)   there is a material breach of this Agreement, including invoices remaining unpaid for more than 14 days and provided that the party has given the other party prior written notice of the fact and another 14 days to remedy the situation;

(d)  the other party is declared insolvent or entering bankruptcy.

7.3.        GWTF may terminate this Agreement effective immediately (i) should it become physically or legally impossible for GWTF to continue to carry out its tasks and duties under this Agreement by reason of any fact or circumstance whatsoever beyond its reasonable control or (ii) if the Client fails to comply with its obligations pursuant to article 5, provided, however, in the latter case, that GWTF has given the Client prior written notice of the fact and as of then, 14 days to remedy the situation. GWTF may terminate this Agreement at the end of the aforementioned 14-day period if the Client has still not complied with its obligations pursuant to article 5.

Article 8 – Consequences of Termination

8.1.        Termination of this Agreement shall be without prejudice to any rights a Party may have in respect of any breach by the other Party of any of the provisions of this Agreement that occurred prior to termination.

8.2.        GWTF undertakes that it will not at any time following termination of the present Agreement hold itself out as having any connection with the Client, save as for the purposes of complying with any applicable statutory requirements.

8.3.        Upon termination of this Agreement for any reason whatsoever, each party shall immediately and promptly return to the other party any documents, equipment, correspondence, etc. entrusted to it pursuant to article 6.3. of the present Agreement.

Article 9 – Electronic signatures

9.1.        The words in writing, signed, signature, and similar words shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based record keeping system, as the case may be, to the extent and as provided for in any applicable law.

Article 10 – Conflict

10.1.        In case of conflict between the provisions of the contractual documents executed between the Parties, the first document shall prevail on the latter, unless expressly agreed otherwise between the Parties in writing: (i) the Order Form, (ii) these Terms and Conditions and (iii) the Annexes.

Article 11 – Liability

11.1        GWTF shall only be liable for damage caused under this Agreement, and up to a total amount not exceeding the fees paid by the Client to GWTF during the six months preceding the (first) damage-incurring event.

11.2        Except in case of intentional default, GWTF shall not be liable for loss of profit, loss of turnover, loss of business or revenue, loss of data, loss of goodwill, loss of expended management time or anticipated savings, directly or indirectly caused to or suffered by the Client and/or indirect or consequential loss or damage.

11.3        GWTF shall not be liable for non-compliance with its obligation of means under article 3, if such non-compliance is not due to the fault of GWTF, but to external circumstances, including all events or circumstances that have not been caused or originated by GWTF.

11.4        No legal proceeding arising out of this Agreement, regardless of the form of action, may be brought by the Client more than one (1) year after the cause of action shall have accrued.

Article 12 – Force Majeure

12.1        Neither party shall be liable to the other for any delay or non-performance of its obligations under the Agreement, except for obligations to pay, to the extent to which such delay or non-performance arises from any event beyond its reasonable control which could not reasonably be planned for or avoided, including:

(a)   act of God, governmental intervention, war, fire, flood, explosion, civil commotion, armed hostilities, act of terrorism, revolution; and

(b)  blockade, embargo, lock-out or sit-in, IT-failures.

(each a "Force Majeure Event").

12.2        A party whose performance is affected by a Force Majeure Event shall:

(a)   notify the other party in writing of the Force Majeure Event and the cause and the likely duration of any consequential delay or non-performance of its obligations; and

(b)  use reasonable endeavours to avoid or mitigate the effect of such event on the other party and the performance of the affected party's obligations and resume full performance of its obligations as soon as reasonably possible.

12.3        Where a Force Majeure Event continues for a period of thirty (30) continuous days or more, either party may by written notice to the other terminate the Agreement. In such event, no indemnity or costs of any kind will be due by the terminating party for such termination.

Article 13 – Assignment and transfer

13.1.      Unless otherwise provided herein, neither party may assign, subcontract, sub-license, transfer or otherwise dispose of any of its rights or obligations under the Agreement without the prior written consent of the other party, which shall not be unreasonably withheld or delayed.

Article 14 – Coordination and notices

14.1.       Each party appoints a contact person who shall be in charge of the day-to-day co-operation with the other party and who shall be authorised to represent and act on that party's behalf in all matters related to the Agreement.

14.2.      All notices and other forms of communication required under this Agreement must be in writing between the contact persons. A notice shall be considered delivered to the recipient’s address on the date of delivery if delivered in person, three (3) working days following the date of mailing if sent by registered mail, and the next working day if sent by e-mail.

14.3.      Either Party may change the contact person to which notices are to be delivered or transmitted by giving the other Party written notice to this effect in the manner set forth herein.

Article 15 – General provisions

15.1.       This Agreement and its Annexes contain the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and replaces all prior agreements or understandings, written or oral, with respect to the same subject matter still in force between the Parties.

15.2       Amendments: Any amendment or waiver of the Agreement shall not be binding on the parties unless set out in writing, expressed to amend or waive the Agreement, and signed by of each of the parties.

15.3        Severability: If any term or other provision of the Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of the Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify the Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible.

15.4        Waivers: No delay or failure by either party to exercise any of its powers, rights or remedies under the Agreement will operate as a waiver of them, nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing.

15.5       A waiver by one of the parties of any of the provisions of the Agreement or any breach of or default by the other party in performing any of those provisions shall not constitute a continuing waiver and that waiver shall not prevent the waiving party from subsequently enforcing any of the provisions of the Agreement not waived or from acting on any subsequent breach of or default by the other party under any of the provisions of the Agreement.

Article 16 – Governing law and jurisdiction

16.1.       This agreement shall be governed by and interpreted in accordance with Belgian law. 

16.2.       Any controversy, dispute or claim in connection with or arising out of the existence, validity, construction, performance, non-performance, breach or termination of the Agreement (or any terms thereof), including any claim based on contract, tort, statute or constitution shall be finally settled by the Courts of Brussels. The language of the proceedings shall be Dutch. Before initiating proceedings before the competent courts, the Parties shall exercise reasonably good faith efforts to amicably settle any disputes that might arise during the execution of this Agreement.