General Terms and Conditions
1. MAGALY DE SMET, DOROTHEE WILLEMS, and EVA BUYCK, operating under the name “Coaching The Shift” (hereinafter referred to as “We”), a legal entity under Belgian law, located at Dennenlaan 30, 8400 Ostend, registered with enterprise number BE 0653.776.733, provides services in the field of organisational and cultural change through coaching, training, workshops, peer review, and community engagement for both companies and individuals under these general terms and conditions.
2. These general terms and conditions apply to every agreement, of any nature, between Coaching The Shift and you, the client. All documents that further detail the assignment form an integral part of these general terms and conditions. These terms and conditions apply from the first contact (e.g., confidentiality) and the resulting quotation.
3. Only agreements or arrangements made between Magaly De Smet, Dorothée Willems, or Eva Buyck and the client are binding on Coaching The Shift. Coaching The Shift is in no case bound by an agreement entered into between the client and an unauthorised third party.
1 Between Quotation and Assignment
1. At the request of the prospective client, we prepare an individual quotation outlining the requested assignments and the applicable rates and prices. Our quotations for performing the requested assignments are always prepared on a time-and-materials basis unless a fixed price is explicitly stated. Our pricing and quotations are indicative only.
2. Our quotations are valid only for the person(s) to whom the quotation is addressed. A quotation is valid for the period specified in the quotation, or if not stated, for thirty (30) calendar days from the date of dispatch.
3. Acceptance of the quotation constitutes approval of the assignment. We then proceed with the work. Acceptance can be explicit or implicit, derived from communication with the client, such as returning a signed agreement issued by Coaching The Shift. Acceptance via electronic means or verbally is equally valid.
4. Changes to the original assignment, such as additional work, are only valid if mutually agreed upon by the client and Coaching The Shift. The client understands and accepts that these changes may affect pricing and timelines. The consequences of these changes are fully borne by the client.
5. The client may revoke their acceptance of the assignment at any time, but this does not affect their original payment obligations or payment for any work already performed.
2 Execution of an Assignment
1. Working with Coaching The Shift means relying on years of professional experience and extensive knowledge. Every assignment will be executed to a high standard. However, every assignment constitutes an effort obligation, where Coaching The Shift does not guarantee success or the degree to which the service contributes to the client’s goal. The efforts of the client’s team are a significant factor in achieving success.
2. Coaching The Shift has the creative and technical freedom to execute the assignment at its discretion and expertise, in line with the original assignment or quotation. Coaching The Shift may use specialized third-party services if necessary for proper execution. Third parties may be appointed at Coaching The Shift’s discretion.
3. Smooth cooperation from the client is necessary for successful completion of the assignment. This means taking all reasonably required actions for proper execution. The client understands and accepts that lack of cooperation may affect timing and costs. Consequences are fully the responsibility of the client.
4. Assignments may be subdivided into partial assignments, each executed within the agreed timeframe. Subsequent partial assignments may require explicit written approval from the client regarding the previous partial assignment. The deadline for such approval will be indicated upon delivery.
5. If there is a change in contact persons or involved staff on the side of Coaching The Shift or the client (e.g., illness, role change, or project reassignment), this will be communicated as soon as possible. Both parties agree to jointly seek a solution that minimizes disruption.
3 Rates and Payment Terms
1. Rates and prices are always exclusive of VAT and other charges, unless stated otherwise. Rates and prices include all costs necessary for proper execution unless explicitly stated otherwise.
2. Coaching The Shift will invoice at expressly determined times. If the client disagrees with an invoice, they must promptly and reasonably contest it, no later than fourteen (14) calendar days from the invoice date. This does not affect any interim payment obligations.
3. Invoices are payable within thirty (30) calendar days from the invoice date. Failure to pay by the due date will automatically incur interest at the legal trade rate of 11.5% per annum. After the first formal notice, a flat compensation of 9.5% of the invoice, minimum €50, will also be due, without prejudice to the right to claim further costs due to non-payment.
4. For open training sessions, the invoice is fully payable before the training starts. For larger in-company assignments, monthly invoicing is based on progress. For small in-company assignments (individual coaching or two-day training), the invoice is fully payable at the start.
4 Intellectual Property
1. We can be brief and clear: images, diagrams, instructional videos, passwords, models, techniques, workbooks, instruments, or reports developed, used, and/or provided by Coaching The Shift for executing the assignment remain the property of Coaching The Shift.
2. The client only obtains the right to use workbooks, passwords, instructional videos or reports within their own organisation. Disclosure or sharing of any of these items with persons outside the organization may only occur with prior written consent from Coaching The Shift. The Coaching The Shift logo may not be removed from slides, documents, etc.
3. All materials created and/or provided by Coaching The Shift may only be used for the purposes and destinations communicated beforehand. Unauthorized use will result in invoicing at the standard rate, plus a 50% surcharge, for each identified violation. The client is also responsible for any unauthorized use by third parties. If there are questions about authorized use, do not hesitate to contact us. All delivered materials remain property of Coaching The Shift until full payment of the owed amounts.
5 Duration and Termination
1. Both parties may unilaterally terminate the agreement if one believes that the execution of the assignment can no longer proceed in accordance with the confirmed quotation or later additional assignment specifications. Termination by the client entitles Coaching The Shift to claim full payment of the agreed assignment sum, including reimbursement of costs incurred, unless otherwise agreed.
2. Either party may immediately terminate the agreement if the other party materially or repeatedly breaches the obligations under this agreement. Failures in payment obligations or cooperation by the client are considered material breaches. Immediate termination is only possible after giving the defaulting party a reasonable opportunity to fulfill their obligations via registered notice. Termination does not prevent exercising rights to claim damages for the breach.
3. If one party can no longer fulfill the obligations due to bankruptcy, judicial reorganization, or other credit impairment, either party has the right to immediately terminate the agreement unilaterally via registered letter.
4. Coaching The Shift may only exercise early termination if, due to circumstances beyond its control, completion of the assignment cannot reasonably be required. This includes but is not limited to force majeure, pregnancy, hospitalization, lack of transparency and willingness to assess one’s own role, threats, etc. In this situation, Coaching The Shift is entitled to payment for services delivered up to termination. Parties may mutually agree to postpone the assignment.
5. If the assignment is not taken within the set end date for reasons beyond Coaching The Shift:
5.1 Workshops, training, or events: Cancellation without notice (no-show) or within seven (7) working days before the start → 100% payment. Cancellation more than 7 days before → refund minus 25% administrative costs.
5.2 In-company workshops or presentations: Cancellation without notice or within seven (7) working days before → 100% payment.
5.3 Coaching: Cancellation within 48 hours → 100% of the canceled hours. Applies to no-shows.
5.4 Any advance payment will be deducted from the total payment obligation.
5.5 Postponement at client request: If the client requests to postpone the coaching or in-company assignment after approval or signing, the 100% payment obligation remains. Any paid advance is credited. Postponement requires written agreement by Coaching The Shift and does not entitle to refund or reduction unless explicitly agreed.
6 Liability
1. Coaching The Shift is only liable for any attributable serious or repeated minor contractual and/or non-contractual breaches caused in the execution of obligations under this agreement. Liability is limited to these cases. In case of an attributable breach, the client must immediately send a registered motivated notice giving Coaching The Shift the opportunity to remedy the breach. Total liability cannot exceed the amount of the fee owed.
2. We are only liable for direct damages resulting from our shortcomings. We are never liable for indirect damages such as consequential damage, lost profits, financial or commercial losses, increased general costs, increased personnel costs, client loss, etc. Coaching The Shift is also not liable for damage, destruction, or loss of data or documents.
3. If the client, through contractual or non-contractual breach, compromises Coaching The Shift’s liability, they must take all necessary measures to indemnify Coaching The Shift for any damage incurred.
4. In case of force majeure, Coaching The Shift is entitled to suspend execution wholly or partially for the duration. Force majeure includes unforeseeable, unavoidable events independent of the debtor’s will that prevent fulfilment of obligations.
5. Coaching The Shift may only be held liable for damages caused by appointed third parties if the error qualifies as fraud, gross negligence, or frequent minor fault, and occurs during execution.
6. Unreasonable demands and abuse of rights:
6.1 The client commits to communicate reasonably and constructively regarding the execution of the agreement.
6.2 Coaching The Shift reserves the right to suspend or terminate cooperation if the client behaves in an intimidating, offensive, manipulative, or otherwise unacceptable manner toward staff, instructors, or representatives.
6.3 If a client threatens legal action on unjust grounds while services are delivered according to agreement, Coaching The Shift may recover defense costs, including legal assistance.
6.4 Unfounded complaints or legal threats without prior consultation and objective reasoning are considered abuse of rights and may result in termination without compensation.
7 Confidentiality
1. Coaching The Shift and the client confirm that all confidential information obtained under this agreement remains confidential. Confidential information is information communicated in writing and clearly indicated as confidential or reasonably deemed confidential. Any breach creates liability for the infringing party, who must also indemnify the other party for all resulting damage, including legal action. Coaching The Shift is not liable for damage caused by loss, interception, delay, or email loss.
8 Provisions Regarding This Agreement
1.Coaching The Shift reserves the right to exclude participants from a workshop who, through their behavior or otherwise, disturb or hinder the normal course of the workshop. Exclusion will be communicated in writing and with justification to the client, who remains obliged to pay the full amount of the training or service to Coaching The Shift.
2. This agreement is governed by Belgian law. In the event of a dispute regarding the execution of the agreement, Coaching The Shift and the client will make every effort to find an amicable solution. If the dispute nevertheless continues, the courts of the arrondissement of Bruges shall have jurisdiction.
3. The nullity or invalidity of a provision or part of a provision in these terms and conditions has no consequences for the functioning of the other provisions. The disputed provision shall be deemed to stand alone and not be applicable. We have the prerogative to replace the relevant provision with a valid provision of equivalent scope. (Sub-)Titles in this agreement are purely illustrative.
4. We may at any time transfer or outsource our rights or obligations under an agreement to a subsidiary or a third party engaged for this purpose. This may be done without the consent of the client and without any compensation. The third party will be fully responsible for the further execution of the agreement.
9 Processing of Personal Data
Coaching The Shift commits to processing all personal data it obtains in the context of the assignment in accordance with the General Data Protection Regulation (GDPR). The data is processed solely for the execution of the agreement and is not shared with third parties without consent, except in cases of legal obligation. The client has the right to access, correct, and delete their data. More information can be found in our privacy statement at www.coachingtheshift.com
10 Language Clause
These general terms and conditions are drafted in Dutch. In case of translation to another language, the Dutch version remains authoritative for interpretation.