Terms & Conditions
These general service conditions apply to the delivery by 2Grips to Client of the services described in this document.
For the purposes of these Terms and Conditions, the following definitions apply:
The natural or legal person, organisation or entity to whom 2Grips provides Services and who is identified in the relevant offer, proposal, order, or agreement.
All activities performed by 2Grips under an Agreement, including but not limited to:
(a) Consultancy Services
Professional services such as analysis, implementation, configuration, support, advisory services, process optimisation, and all related tasks performed by 2Grips personnel.
(b) Subscription Services
Access to software solutions, platforms, tools, integrations, or hosted environments provided or facilitated by 2Grips, subject to the applicable subscription terms.
(c) Training Services
Delivery of classroom training, virtual training, workshops, coaching sessions, e-learning modules, and any related training materials or assessments.
Any reports, documents, configurations, advice, materials, or outputs created specifically for Client as part of the delivery of the Services, excluding 2Grips Materials (as defined in Article 10).
The contractual relationship between 2Grips and Client, formed through acceptance of an offer, the issuance and acceptance of a purchase order, or any other form of valid contractual commitment as described in Article 6.
All methodologies, templates, tools, models, software, scripts, training content, documentation, intellectual property, and other materials owned or licensed by 2Grips, whether existing prior to or developed during the Services.
(Defined further in Article 10.)
1.6 “Confidential Information”
All information disclosed between the Parties in the context of the Services, whether oral, written, electronic, or otherwise, that is confidential by nature or reasonably should be understood to be confidential.
(Defined in detail in Article 11.)
Any event beyond the reasonable control of a Party that renders the performance of contractual obligations impossible, as defined in Article 12 and in Book 5 of the Belgian Civil Code.
A day other than Saturday, Sunday or a Belgian public holiday, on which banks in Belgium are generally open for business.
1.9 “DPA” (Data Processing Agreement)
The agreement governing the processing of personal data by 2Grips on behalf of Client, where applicable, as referenced in Article 14 (GDPR).
2Grips and Client, individually or collectively.
Unless expressly stated otherwise:
- headings are for convenience only and do not affect interpretation;
- the singular includes the plural and vice versa;
- “including” means “including but not limited to”.
references to laws include their amendments or replacements, including Books 5 and 6 of the Belgian Civil Code.
ARTICLE 2: SERVICES AND DELIVERY
2Grips shall perform the Services with reasonable skill, care, and professionalism in accordance with industry standards.
Delivery dates, timelines, lead times, and milestones provided by 2Grips are indicative only, unless explicitly guaranteed in writing.
Delays in delivery do not entitle Client to penalties, damages, or termination, except where mandatory under Book 6 of the Belgian Civil Code.
Client acknowledges that the quality and timeliness of the Services depend on its cooperation as described in Article 8.
2.2.1 Delivery Dates and Planning
Consultancy delivery dates or schedules are indicative and may be adjusted due to:
- Client delays or failure to provide necessary input;
- changes in project scope;
- force majeure events;
- resource availability.
2.2.2 Client-Initiated Rescheduling
Client must request rescheduling at least 10 working days prior to the agreed delivery date.
If not respected, 2Grips may invoice the equivalent of two (2) consultancy days at the daily rate stated in the offer.
Any adjustment to the scope must be requested in writing and approved by 2Grips.
Additional work beyond the agreed scope may be billed separately at standard rates.
2Grips is not liable for damages resulting from delays in consultancy delivery unless caused by intentional misconduct or gross negligence.
Client will receive access to Subscription Services upon receipt of payment in accordance with Article 7, unless otherwise agreed in writing.
2.3.2 Service Levels and Availability
Service availability, maintenance windows, and performance levels depend on the underlying platform or third-party provider.
2Grips is not liable for downtime, errors, or performance limitations attributable to third-party systems, unless expressly stated in a separate agreement.
Client may use Subscription Services solely for internal business purposes and in accordance with:
- the license terms;
- usage limits;
- any applicable third-party terms communicated by 2Grips.
2.3.4 Suspension for Non-Payment
If Client fails to pay a subscription invoice on time, 2Grips may suspend access until full payment is received.
2.4.1 Non-Reschedulable by Participants
Training dates for classroom or virtual training sessions cannot be rescheduled by participants.
2Grips may adjust the time, location, modality, or trainer if reasonably required.
2.4.2 Client-Initiated Rescheduling (Paid Training)
Rescheduling fees apply for Client-requested modifications:
25% of total training fees if requested ≥30 days before delivery;
50% if requested <30 days before delivery.
E-learning access is personal, non-transferable, and valid for one (1) year, unless stated otherwise.
Once accessed, e-learning licenses cannot be cancelled, refunded, or transferred.
Training materials remain the intellectual property of 2Grips or its partners (see Article 10).
Client and participants may not copy, distribute, or share training materials.
2.5 Dependencies and Preconditions
The successful delivery of Services depends on:
- timely cooperation by Client;
- access to systems, facilities, and data;
- compliance with security, safety, and procedural requirements;
- accurate information provided by Client.
Delays resulting from Client’s failure to meet its obligations shall not be attributable to 2Grips.
Except for training services, delivery is subject to Article 4 (Acceptance).
Client must review deliverables and notify any issues within the specified timeframe.
2.7 Book 6 Civil Code Clarification
Nothing in this Article limits:
- mandatory legal protections under Book 6 of the Belgian Civil Code;
- liability for intentional misconduct or gross negligence;
- the duty of good faith in performing contractual obligations.
3.1 Cancellation of Training Services (General Rule)
Training services are non-cancelable, except where explicitly permitted in this Article.
For one-time or scheduled training sessions, the following cancellation fees apply:
- 25% of total training fees + 100% of Other Charges
if cancellation occurs 60 to 20 days before the training date;
- 60% of total training fees + 100% of Other Charges
if cancellation occurs 20 to 7 days before the training date;
- 100% of total training fees + 100% of Other Charges
if cancellation occurs less than 7 days before the training date.
“Other Charges” include trainer travel, preparation fees, rented equipment, venue costs, or third-party expenses incurred by 2Grips for Client’s benefit.
3.2 Modification of Training Delivery Dates
Training dates for classroom or virtual training sessions may not be changed by participants.
Client-requested modifications are considered rescheduling, not cancellation, and are subject to the fees described in Article 2.4.2.
Once an e-learning license has been accessed, it cannot be cancelled, refunded, or transferred.
3.3 Termination of Other Services by 2Grips
2Grips may terminate the delivery of Services (other than Training), without judicial intervention and without prejudice to other remedies, if:
- Client becomes insolvent or unable to pay debts;
- Client enters bankruptcy, liquidation, judicial reorganisation, or similar proceedings;
- Client repeatedly fails to comply with contractual obligations.
2Grips may also suspend Services in accordance with Article 7 (Payment) and Article 12 (Force Majeure).
3.4 Termination of Other Services by Client
Client may terminate ongoing Services (other than Training) with 30 days’ prior written notice sent by registered mail to 2Grips, provided all outstanding invoices are settled.
Termination does not entitle Client to refunds for:
- Services already performed;
- subscription periods already commenced;
- preparatory work already completed.
2Grips may invoice any work in progress on a pro rata basis.
3.5 Termination for Material Breach
Either Party may terminate the Agreement if the other Party commits a material breach and fails to remedy the breach within 30 days after receiving written notice.
Examples of material breach include:
- failure to pay invoices;
- violation of intellectual property rights;
- breach of confidentiality;
- repeated failure to cooperate.
Termination for material breach does not affect the right to claim damages.
Upon termination of any Service:
all amounts owed to 2Grips become immediately due;
access rights (e.g., subscriptions, training portals, deliverables subject to licensing) are revoked;
Client must cease use of 2Grips Materials and return or delete Confidential Information;
unpaid but performed Services may be invoiced on a pro-rata or milestone basis.
Termination does not affect Articles that survive by nature, including:
Articles 9, 10, 11, 12, 14, and 15.
3.7 No Cancellation Due to Delay Unless Mandatory by Law
Delays attributable to force majeure, third-party systems, or Client behaviour do not grant a right to cancel or dissolve the Agreement.
Only where required by mandatory provisions of Book 6 may Client request dissolution for serious delay attributable exclusively to 2Grips.
3.8 Book 6 Civil Code Clarification
Nothing in this Article limits any mandatory rights or obligations under Book 6, including:
liability for intentional misconduct or gross negligence;
limits on restricting extracontractual liability;
rules on good faith and proportionality in contract termination;
mandatory consumer protection rules (if applicable, though the relationship is B2B).
Unless expressly agreed otherwise, the completion of Services or the provision of deliverables by 2Grips shall be subject to an acceptance procedure in accordance with this Article.
Acceptance may occur in one of the following ways:
(a) Formal Acceptance
Client signs an acceptance report, service report, activity-based report, or other written confirmation acknowledging that the Services have been performed in accordance with the Agreement;
(b) Constructive (Deemed) Acceptance
If Client does not submit a written and detailed notice of non-conformity within the time limits specified in Article 4.3, the Services shall be deemed accepted;
(c) Operational Use
If Client uses the deliverables, solution, integration, or materials in a production environment or allows its personnel to do so, this constitutes acceptance;
(d) Subscription Activation
Accessing or using a Subscription Service after it has been made available constitutes acceptance of the setup and activation.
4.2 Acceptance of Training Services
Training Services (classroom, virtual, or e-learning) are deemed accepted upon delivery.
No formal acceptance procedure applies to Training Services.
4.3 Notification of Non-Conformity
Client must notify 2Grips of any alleged non-conformity in writing and with sufficient detail:
- within 5 working days after delivery of Consultancy Services or Deliverables;
- within 3 working days after activation of Subscription Services.
The notice must contain concrete and substantiated reasons why the Services allegedly do not comply with what was contractually agreed.
General statements such as “not satisfactory”, “not usable”, or “not meeting needs” do not constitute valid notices unless tied to a contractual requirement.
If no such notice is received within the applicable time period, the Services are considered irrevocably accepted.
4.4 Non-Conformity Investigation and Corrections
If 2Grips determines that a reported issue constitutes a validated non-conformity, it shall, at its discretion:
- correct or adjust the deliverables;
- re-perform the relevant part of the Services;
- or propose an alternative, commercially reasonable solution.
Such corrective measures shall be Client’s sole remedy for non-conformity, without prejudice to Article 9 (Liability).
4.5 Cases Where Acceptance Cannot Be Withheld
Client may not refuse acceptance:
- for minor deviations that do not materially affect the functionality or usability of the deliverable;
- due to factors attributable to Client (insufficient information, access restrictions, technical issues in Client’s environment);
- for reasons unrelated to the contractual scope of work.
Acceptance cannot be withheld for new requests or additional work beyond the agreed scope.
4.6 Consequences of Acceptance
Once accepted—expressly or impliedly:
(a) the deliverables or Services are considered compliant with the Agreement;
(b) the corresponding fees become immediately due;
(c) the warranty period (if applicable) begins;
(d) subsequent changes or enhancement requests may be invoiced separately.
Acceptance does not waive Client’s rights concerning defects caused by 2Grips’ intentional misconduct or gross negligence, which cannot be limited by contract under Book 6.
Acceptance does not:
- create any warranties beyond those explicitly provided in Article 5;
- modify or extend 2Grips’ liability beyond the limits set in Articles 9;
- imply any guarantee of specific business outcomes or performance.
4.8 Book 6 Civil Code Clarification
Nothing in this Article restricts the rights or obligations arising from Book 6, particularly:
- the prohibition of limiting liability for intentional misconduct or gross negligence;
- the rules governing pre-contractual information duties;
- the requirement of good faith in contract performance;
- the supplementary effect of reasonable expectation.
Except as expressly provided in this Article, 2Grips provides the Services without any implied warranties, including but not limited to:
- merchantability;
- fitness for a particular purpose;
- meeting specific business, operational, or financial outcomes;
- uninterrupted or error-free operation of deliverables or subscription platforms.
All such implied warranties are expressly disclaimed to the fullest extent permitted by law.
5.2 Service Warranty (Professional Standards)
2Grips warrants that it will perform the Services with reasonable skill, care, and professionalism, in accordance with generally accepted industry practices.
This warranty applies solely to the manner in which the Services are performed, and not to the achievement of any specific result unless explicitly stated in the Agreement.
The warranty does not apply in the following situations:
(a) the defect arises from incorrect, incomplete, or delayed information provided by Client;
(b) Client or a third party has altered deliverables without 2Grips’ written consent;
(c) the defect is caused by third-party systems, software, integrations, or platforms;
(d) the defect results from improper use, implementation, or application by Client;
(e) the issue arises after Acceptance as defined in Article 4;
(f) the Services were performed based on Client specifications or instructions that were incomplete or unsuitable.
5.4 Warranty Period and Remedies
If, within the applicable acceptance period (see Article 4), the Client notifies 2Grips of a validated non-conformity, 2Grips shall, at its sole discretion:
- reperform the non-conforming part of the Services;
- correct or modify the deliverables;
- propose an alternative, commercially reasonable solution.
These remedies constitute Client’s exclusive and sole warranty rights.
No refunds or fee reductions are provided unless expressly agreed in writing.
5.5 No Warranty for Training or E-Learning
Training and e-learning Services are provided “as is.”
2Grips does not warrant:
- that participants will achieve any particular learning outcome, skill level, or certification;
- that training content meets specific internal requirements of Client;
- the accuracy of third-party material integrated into training courses.
5.6 No Warranty for Third-Party Products or Platforms
2Grips does not provide any warranty regarding:
- third-party software, tools, integrations, or platforms;
- availability, uptime, performance, or security of external systems;
- changes initiated by third-party vendors that affect Client’s use of subscription or consultancy deliverables.
Any warranties relating to third-party products are strictly limited to those provided by the third-party supplier.
5.7 Limitations and Interaction with Liability Rules
This Article does not extend 2Grips’ liability beyond what is stated in Articles 9 and 9bis.
All warranty remedies are subject to:
- the liability exclusions;
- the liability caps;
- the non-excludable categories (intentional misconduct, gross negligence) under Book 6.
5.8 Book 6 Civil Code Clarification
Nothing in this Article restricts mandatory rights under Book 6, including:
- the prohibition against excluding liability for intentional misconduct or gross negligence;
- the duty of good faith;
- rules on pre-contractual faults and information duties.
An order for Services may be placed by Client through one of the following methods:
(a) Signing the offer issued by 2Grips, whether electronically or in writing; or
(b) Submitting a purchase order (PO) in accordance with Client’s internal rules, provided that the PO corresponds to the terms stated in the offer issued by 2Grips.
Both the signed offer and the PO must be sent by email to billing@2grips.com.
A binding Agreement between 2Grips and Client is formed when:
- Client signs the offer issued by 2Grips;
- Or 2Grips confirms acceptance of a PO submitted by Client;
- Or 2Grips begins performing the Services following Client’s written confirmation.
By placing an order, Client expressly agrees to be bound by these Terms and Conditions.
In the event of conflict between documents, the following hierarchy applies:
- A signed and mutually agreed written contract (if applicable)
- The 2Grips offer or proposal
- These Terms and Conditions
- The Client’s PO (only insofar as it does not contradict any of the above documents)
Any additional or different terms in Client’s PO or procurement documents are void unless expressly accepted in writing by 2Grips.
6.4 Purchase Orders Containing Deviations
If Client issues a PO that contains terms, conditions, or references deviating from the 2Grips offer or these Terms and Conditions, such deviations:
- shall not be valid or binding;
- shall not be considered accepted by conduct;
- shall only apply if explicitly accepted in writing by an authorised representative of 2Grips.
Performance of the Services without objection does not constitute acceptance of deviating terms.
6.5 Electronic Acceptance and Signatures
Electronic signatures, digital approvals, and electronic purchase orders have the same legal value as handwritten signatures, in accordance with Belgian law and EU eIDAS regulations.
Any modification to the scope, timing, or conditions of the Services must be:
- requested in writing by Client;
- evaluated by 2Grips;
- and confirmed by 2Grips in a revised offer, change request, or written confirmation.
2Grips is under no obligation to execute requested changes until they have been formally accepted.
Changes may impact pricing, timelines, or resource allocation, and additional fees may apply.
Unless otherwise specified, offers issued by 2Grips are valid for 30 days from the date of issuance.
2Grips retains the right to modify or withdraw an offer before it has been accepted by Client.
6.8 Incorrect or Incomplete Orders
If Client submits an incorrect or incomplete order, 2Grips may:
- request clarification;
- suspend processing the order;
- or decline the order.
Any delays resulting from such issues shall not be attributable to 2Grips.
6.9 Book 6 Civil Code Clarification
Nothing in this Article limits or modifies:
- the mandatory rules on contract formation, pre-contractual duties, and good faith as set out in Book 5 and Book 6 of the Belgian Civil Code;
- the liability provisions applicable to pre-contractual fault;
- the rules concerning acceptance and interpretation of contractual terms.
All fees specified in offers, proposals, or order confirmations exclude VAT and any other applicable taxes, levies, or charges.
All such taxes are payable by Client and will be added to the invoice amount in accordance with the tax regulations in force at the time of invoicing.
7.2 Payment Terms per Service Type
Unless otherwise agreed in writing:
- Consultancy Services: payable within 30 days after the invoice date;
- Subscriptions: payable in advance and before the activation or use of any licenses or access rights;
- Training Services;
- E-learning: payable within 5 days after invoice date, except when paid directly via the 2Grips website;
- Classroom training (Public or In-Company): payable before the start of the training session.
Invoices are payable by bank transfer to the account specified by 2Grips.
7.3 Late Payment — Administrative Costs, Interest, and Indemnities
If payment is not received by the due date:
(a) 2Grips may charge an administrative fee of 10% of the invoice amount.
(b) If Client does not respond to the first dunning notice within the stated period, the owed amount shall be increased ipso jure by a contractual indemnity of 15%, with a minimum of €250, to cover additional administrative costs.
(c) Statutory interest for late payment under Belgian law applies automatically and without notice.
(d) All reasonable collection costs, recovery fees, and legal or attorney costs incurred by 2Grips shall be fully recoverable from Client.
7.4 Right to Suspend or Terminate Services
Upon non-payment of any invoice:
- 2Grips may suspend further deliveries, restrict access to subscriptions, or postpone ongoing Services;
- 2Grips may consider the Agreement ipso jure dissolved, in whole or in part, without prior notice;
- Any prepaid fees are non-refundable in such cases.
Suspension or dissolution does not prejudice 2Grips’ right to claim damages or outstanding amounts.
If Client disputes an invoice, they must notify 2Grips in writing within 10 working days of the invoice date, clearly stating the grounds for dispute.
Undisputed portions of the invoice must still be paid by the due date.
A dispute does not suspend payment obligations unless expressly agreed by 2Grips.
Client may not set off amounts owed to 2Grips against any claim they believe they have, unless agreed in writing by 2Grips.
Client may not withhold payment based on alleged deficiencies or disputes not formally accepted by 2Grips.
2Grips reserves the right to adjust its prices annually or in response to substantial cost increases, inflation, or market conditions.
Any price adjustments will be communicated to Client in advance and take effect upon renewal of a Subscription or the start of a new Service period, unless otherwise agreed.
Except where required by law or expressly agreed in writing, payments made by Client are non-refundable.
This applies in particular to prepaid Subscriptions, Training registrations, and Services already performed.
7.9 Book 6 Civil Code Clarification
Nothing in this Article affects mandatory rights or obligations under Book 6 of the Belgian Civil Code, including:
- rules on extracontractual liability;
- restrictions on excluding liability for intentional misconduct or gross negligence;
- pre-contractual transparency duties (e.g., pricing information).
ARTICLE 8: OBLIGATIONS OF CLIENT
Client shall actively and timely cooperate with 2Grips to enable proper performance of the Services.
This includes providing accurate information, timely decisions, access to relevant systems, and availability of designated personnel.
Any delay or shortcoming in Client’s cooperation may suspend or hinder 2Grips’ obligations without liability on the part of 2Grips.
Client undertakes to provide 2Grips with all information, documentation, data, internal procedures, and access credentials reasonably required for the execution of the Services.
Client warrants that all such information is:
- accurate, complete, and up-to-date;
- provided in a timely manner;
- free of third-party restrictions that could impede use by 2Grips.
2Grips may rely on the accuracy and completeness of information provided by Client.
8.3 Access to Premises and Systems
Where Services are performed on Client’s premises or IT systems, Client shall:
- provide appropriate and safe workspace, facilities, and infrastructure;
- ensure that required systems, data, software, or platforms are accessible to 2Grips personnel;
- communicate access procedures and security requirements at least 14 days prior to the start of the Services.
If access is denied, delayed, or technically impossible due to Client’s actions, 2Grips shall not be liable for related delays or deficiencies.
8.4 Safety, Security, and Compliance Requirements
Client must inform 2Grips in advance of any applicable safety, IT security, confidentiality, or compliance rules that 2Grips must observe during the performance of the Services.
Client remains responsible for adherence to legal, regulatory, or internal compliance obligations applicable to its own operations.
8.5 Designated Contact Persons
Client shall appoint one or more contact persons responsible for:
- operational coordination;
- providing required approvals;
- communicating instructions;
- responding to requests for information.
Such contact persons must have adequate authority and expertise.
Client must promptly inform 2Grips of any changes in contact persons or their availability.
8.6 Infrastructure and Technical Environment
Client shall ensure that its technical environment—including hardware, software, networks, and connectivity—meets the requirements necessary for the proper delivery of the Services.
Client is responsible for:
- maintaining adequate system and data backups;
- ensuring that third-party systems are functioning and licensed;
- resolving IT or technical issues not caused by 2Grips.
2Grips is not liable for delays or errors caused by issues in Client’s technical environment.
8.7 Client’s Personnel and Third Parties
Client ensures that its personnel, contractors, and third-party suppliers cooperate with 2Grips and follow reasonable instructions necessary for the execution of the Services.
Client is responsible for the acts or omissions of its personnel and third parties involved in the execution of the Services.
8.8 Permits, Licenses, and Authorisations
Client is responsible for obtaining all approvals, rights, licenses, or authorisations required for the use of Client’s systems, data, or infrastructure by 2Grips during the execution of the Services.
8.9 Consequences of Non-Compliance
If Client fails to meet its obligations under this Article, Client acknowledges that:
- 2Grips may suspend performance until compliance is restored;
- timelines, deliverables, and results may be impacted without liability to 2Grips;
- additional costs or efforts caused by such failure may be invoiced separately.
8.10 Book 6 Civil Code Clarification
Nothing in this Article affects mandatory rules under Book 6 of the Belgian Civil Code, particularly concerning:
- pre-contractual duties;
- extracontractual liability;
- rules on good faith and reasonable cooperation.
ARTICLE 9: LIABILITY OF 2GRIPS
2Grips shall only be liable for damage resulting from its contractual obligations or from an extracontractual fault as defined under Book 6 of the Belgian Civil Code.
Liability must always be proven by Client and is limited as described in this Article.
9.2 Scope of 2Grips’ Responsibility
2Grips undertakes to perform the Services with reasonable care, professionalism, and skill.
However, 2Grips does not guarantee that the Services will achieve any specific commercial or operational outcome unless expressly agreed in writing.
2Grips is not responsible for:
- errors arising from incorrect, incomplete, or delayed information provided by Client;
- the effects of decisions made by Client based on advice, reports, training, or consultancy deliverables;
- changes made by Client or third parties to deliverables without 2Grips’ written consent.
9.3 Exclusion of Indirect and Consequential Damage
Except where prohibited by law, 2Grips shall under no circumstances be liable for indirect or consequential damages, including but not limited to:
- financial or commercial losses;
- loss of profits, revenue, customers, or business opportunities;
- production interruptions;
- loss or corruption of data;
- reputational damage;
- increased operational costs.
These exclusions apply even if such damages were foreseeable.
9.4 Mandatory Non-Excludable Liability (Book 6.35–6.36)
Nothing in these Terms excludes or limits 2Grips’ liability for:
- intentional misconduct;
- gross negligence;
- death or bodily injury caused by its acts or omissions;
- liability that cannot legally be excluded under Book 6 or other mandatory rules.
Any limitation inconsistent with mandatory provisions shall be deemed adjusted to the maximum lawful extent.
9.5 Limitation of Liability (Cap)
To the fullest extent permitted by law, and except in cases listed in Article 9.4, the total aggregate liability of 2Grips—contractual and extracontractual combined—is limited to the lower of:
- a) the total amount invoiced for the specific Service that caused the damage; or
- b) €25,000 per damaging event, and €50,000 per calendar year.
Multiple related claims constitute a single damaging event.
9.6 No Liability for Third-Party Systems or Providers
2Grips is not liable for:
- downtime, errors, defects, or failures of third-party platforms, software, or integrations;
- licensing restrictions or technical limitations imposed by third-party vendors;
- actions or omissions of Client’s suppliers or IT partners.
Any remedy relating to third-party services shall be pursued directly against the corresponding third party.
9.7 Cybersecurity Risks and Data Loss
Although 2Grips applies reasonable industry-standard security measures, it cannot guarantee protection against all cyber incidents.
Unless caused by intentional misconduct or gross negligence, 2Grips is not liable for:
- cyberattacks, hacking, or malware affecting systems not controlled by 2Grips;
- loss or corruption of data stored on Client’s infrastructure or third-party systems.
Client shall remain solely responsible for:
- the accuracy, completeness, and timely provision of required information;
- maintaining adequate data backups;
- compliance with its internal processes and legal obligations;
- the actions of its personnel, contractors, and users.
If Client fails to fulfil these responsibilities, 2Grips is released from related liability.
2Grips maintains professional liability insurance appropriate for the nature of its activities.
Liability for damages covered by this insurance is in any case limited to the amounts effectively paid out by the insurer, without prejudice to Article 9.4.
9.10 Time Limits for Claims (Book 6.76)
Any claim against 2Grips must be submitted in writing within 90 days after Client becomes aware—or reasonably should have become aware—of the facts giving rise to the claim.
Claims submitted after this period are inadmissible, except in cases of intentional misconduct.
9.11 Relation to Other Liability Provisions
This Article must be read together with:
- Article 9bis (contractual vs. extracontractual liability framework);
- Article 11 (confidentiality obligations and related liability);
- Article 12 (force majeure);
- Article 14 (GDPR and data processing);
- Article 15 (jurisdiction and applicable law).
In the event of conflict, mandatory rules of Book 6 take precedence.
9.12 Book 6 Civil Code Clarification
Nothing in these Terms shall limit or exclude liabilities that cannot legally be waived under Book 6, including:
- intentional or grossly negligent acts;
- mandatory extracontractual liability;
- unlawful disclosure of trade secrets;
- pre-contractual fault where limitation would violate good faith.
ARTICLE 10: OWNERSHIP AND INTELLECTUAL PROPERTY
10.1 Intellectual Property Rights of 2Grips
All intellectual property rights relating to materials, documentation, methodologies, models, templates, training content, software, scripts, tools, reports, deliverables, and any other work product developed or provided by 2Grips in connection with the Services (“2Grips Materials”) are and shall remain the exclusive property of 2Grips or its licensors.
These rights include, without limitation:
- copyright;
- database rights;
- trademarks and trade names;
- design rights;
- trade secrets and know-how;
- patents and patentable inventions.
Nothing in these Terms or in the execution of the Services shall be interpreted as transferring ownership of any 2Grips intellectual property rights to Client.
10.2 License for Use by Client
Where necessary for the use of the Services, 2Grips grants Client a non-exclusive, non-transferable, non-sublicensable and revocable license to use 2Grips Materials solely for Client’s internal business purposes.
This license:
- does not include the right to copy, share, distribute, publish, or make the materials available to third parties;
- does not allow reverse engineering, modification, or creation of derivative works unless explicitly authorized in writing by 2Grips;
- automatically terminates upon termination or expiry of the Agreement.
All training materials—whether delivered in classroom, virtual, or e-learning format—are protected by copyright and remain the exclusive property of 2Grips or its partners.
Client and participants may not:
- copy or distribute training materials;
- share access credentials;
- make training materials publicly available or reuse them for internal training without written permission from 2Grips.
E-learning access is provided under a limited, time-bound license as described in Article 2.3.
Some materials used during the execution of the Services may be the intellectual property of 2Grips’ partners or third parties.
Such materials are used under license, and Client agrees to comply with any applicable license terms.
Unauthorized use of third-party materials may result in immediate termination of the license and potential legal action by the rights holder.
10.5 Client-Provided Materials
Any documents, data, or materials provided by Client remain the property of Client.
Client represents and warrants that it has all necessary rights to provide such materials to 2Grips and grants 2Grips a non-exclusive license to use them for the purpose of performing the Services.
10.6 Developments, Improvements, and New Technology
All improvements, enhancements, modifications, ideas, inventions, developments, or creative works conceived or produced by 2Grips—alone or jointly with Client—during the course of the Services (“Developments”) shall be deemed the exclusive property of 2Grips.
Client shall take any steps reasonably required by 2Grips to ensure and perfect 2Grips’ ownership of such Developments.
This includes assistance with filings for patents, copyrights, or other intellectual property protections, at 2Grips’ expense.
10.7 Confidentiality of Proprietary Information
All 2Grips Materials and Developments shall be considered Confidential Information under Article 11 and are subject to the confidentiality obligations described therein.
Client shall not, and shall not permit any third party to:
- reproduce 2Grips Materials in whole or in part;
- commercialise or sublicense them;
- remove, obscure, or alter proprietary notices;
- use the materials in any manner that competes with 2Grips.
Any breach of this Article may cause significant harm.
2Grips retains the right to:
- seek injunctive relief;
- claim damages under Articles 9;
- terminate the Agreement with immediate effect.
This is without prejudice to the mandatory rules of Book 6 (e.g., intentional misconduct, gross negligence).
10.10 Book 6 Civil Code Clarification
Nothing in this Article shall restrict rights that cannot be contractually waived under Book 6 of the Belgian Civil Code, including provisions relating to:
- extracontractual liability;
- abuse of rights;
- mandatory protections for intellectual property owners.
ARTICLE 11: CONFIDENTIALITY OBLIGATION
11.1 Definition of Confidential Information
For the purpose of these Terms and Conditions, “Confidential Information” means any information disclosed by either Party to the other, whether orally, in writing, electronically, or in any other form, relating to:
- business operations, strategies, methodologies, and processes;
- technical information, software, know-how, algorithms, documentation, and tools;
- training materials, implementation approaches, workflows, and service deliverables;
- customer information and contact details;
- pricing, financial information, commercial terms;
- any information that is marked or otherwise identified as confidential, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
Confidential Information includes information obtained during the performance of Services, regardless of whether such information is expressly labelled as confidential.
11.2 Confidentiality Obligations of Client
Client undertakes to maintain strict confidentiality regarding all Confidential Information received from 2Grips.
Client shall:
- use such Confidential Information solely for purposes related to the performance of the Services;
- disclose such information only to employees or contractors who require access and who are bound by confidentiality duties at least as strict as those contained herein;
- take reasonable technical and organisational security measures to prevent unauthorised access, use, or disclosure.
11.3 Confidentiality Obligations of 2Grips
2Grips undertakes to keep all information received from Client confidential and to use it only for the execution of the Services.
2Grips shall ensure that its staff, subcontractors and consultants are bound by equivalent confidentiality obligations.
The obligations in this Article shall not apply to information that the receiving Party can demonstrate:
(a) was publicly available at the time of disclosure or becomes publicly available without breaching this Agreement;
(b) was lawfully known to the receiving Party before disclosure;
(c) was independently developed by the receiving Party without use of or reference to the Confidential Information;
(d) was lawfully obtained from a third party not bound by comparable confidentiality obligations;
(e) must be disclosed pursuant to a legal obligation, court order or administrative authority decision, provided that—where legally permitted—the receiving Party gives prior written notice to the other Party.
11.5 Return or Destruction of Confidential Information
Upon completion or termination of the Services, or upon written request of the disclosing Party, the receiving Party shall return or securely destroy all Confidential Information, unless retention is required by law, compliance obligations, or legitimate archiving purposes.
The confidentiality obligations in this Article shall remain in force:
during the entire duration of the contractual relationship; and
for a period of five (5) years after the termination of the Agreement,
unless applicable law requires a longer retention or confidentiality period (e.g., protection of trade secrets).
11.7 Breach of Confidentiality
Any breach of this Article may give rise to liability as governed by Articles 9 and 9bis of these Terms and Conditions, including the provisions of Book 6 of the Belgian Civil Code.
This does not preclude the disclosing Party from seeking urgent injunctive relief.
11.8 Precedence over Other Agreements
If 2Grips and Client enter into a separate confidentiality or non-disclosure agreement (NDA), that agreement shall prevail in case of conflict.
In the absence of such a separate agreement, this Article applies in full.
11.9 Book 6 Civil Code Clarification
Nothing in this Article affects the mandatory rules under Book 6 concerning extracontractual liability, pre-contractual information duties, or limitations on the exclusion of liability for intentional misconduct or gross negligence.
Neither Party shall be liable for any failure or delay in performing its contractual obligations if such failure or delay is the direct result of a force majeure event, meaning any unforeseeable and irresistible event beyond the reasonable control of the affected Party which makes the performance of the obligation temporarily or permanently impossible, as defined in Book 5 of the Belgian Civil Code.
Examples include (without limitation):
- fire, explosion, flood, earthquake or other natural disasters;
- war, acts of terrorism, civil unrest, embargo, or government action;
- general labour disputes, strikes or lockouts that are not limited to the Party’s own organisation;
- large-scale power outages or disruption of essential utilities;
- pandemics or governmental measures with direct operational impact;
- cyberattacks, denial-of-service attacks, or other major IT infrastructure failures affecting essential systems.
12.2 Events Not Considered Force Majeure
Force majeure explicitly does not include:
- failures caused by the negligence of the affected Party;
- shortages of personnel or financial resources internal to the Party’s business;
- predictable technical issues that could reasonably have been prevented;
- delays caused by subcontractors unless the subcontractor is itself affected by a true force majeure event.
The affected Party must notify the other Party in writing and without undue delay of a force majeure event, including:
- the nature of the event;
- the anticipated duration;
- the obligations impacted.
Failure to notify does not remove the protection of force majeure but may reduce the scope of relief if it aggravates the other Party’s damage.
12.4 Suspension of Obligations
During a force majeure event, the affected Party’s obligations are suspended for the duration of the event.
Client remains responsible for payment of Services already delivered prior to the event.
12.5 Extended or Permanent Force Majeure
If the force majeure situation lasts more than 60 consecutive days, either Party may terminate the affected part of the Agreement by written notice without the right to claim damages.
Payments for Services performed before termination remain due.
Each Party shall take all reasonable steps to mitigate the effects of a force majeure event and resume performance as soon as practically possible.
12.7 Book 6 Civil Code Clarification
Nothing in this Article limits the rights or obligations imposed by Book 6 of the Belgian Civil Code, including rules related to extracontractual liability, mandatory liability exclusions, and pre-contractual duties.
Any complaint relating to the execution, quality, or delivery of the Services must be submitted by Client in writing to the 2Grips Chief Operations Officer at info@2grips.com.
The complaint must contain sufficient detail to enable 2Grips to identify the issue, including:
- the nature of the complaint;
- the Service or delivery concerned;
- relevant dates and documentation;
- contact information of the person submitting the complaint.
Unless otherwise stipulated in these Terms and Conditions, complaints regarding the performance of the Services must be communicated to 2Grips within 10 working days after the Client becomes aware or should reasonably have become aware of the issue.
Complaints submitted after this deadline may be considered inadmissible, except in cases where:
- the issue concerns intentional misconduct or gross negligence by 2Grips;
- or the complaint relates to defects that could not reasonably have been detected earlier.
This provision is consistent with Book 6 of the Belgian Civil Code regarding notification obligations.
13.3 Acknowledgement and Response Time
2Grips treats all complaints with high priority.
An acknowledgement of receipt is provided within 5 working days, and a substantive response or proposed corrective action is provided within a reasonable period, taking into account the complexity of the complaint.
13.4 Investigation and Cooperation
Client shall cooperate with 2Grips during the assessment of the complaint, including providing additional information or access to systems or documentation if reasonably required for investigation.
Failure by Client to cooperate may delay or limit the ability of 2Grips to address the complaint.
If 2Grips determines that the complaint is founded, it may, at its discretion and without prejudice to Article 9, take one or more of the following actions:
- re-perform all or part of the Service concerned;
- provide additional support or corrective measures;
- offer a commercial gesture or credit note, where appropriate.
Corrective measures do not imply any admission of liability and are provided without prejudice to the liability limitations defined in these Terms and Conditions.
13.6 Disputes Following a Complaint
If the Parties are unable to resolve the complaint amicably, the dispute shall be handled in accordance with Article 15 (Jurisdiction – Applicable Law).
This includes the exclusive jurisdiction of the Belgian courts and the application of Belgian law.
13.7 Book 6 Civil Code Clarification
Nothing in this Article restricts the rights of Client or obligations of 2Grips under Book 6 of the Belgian Civil Code, including rules on:
- pre-contractual information duties;
- liability for extracontractual fault;
- mandatory limitations with respect to intentional misconduct or gross negligence.
Article 14: GDPR AND DATA PROTECTION
2Grips processes personal data in accordance with the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and all applicable Belgian data protection laws. Personal data is processed lawfully, fairly, transparently, and only for specified purposes related to the delivery, management, and evaluation of Services.
14.2 Categories of Personal Data Processed
Depending on the nature of the Services, 2Grips may process the following categories of personal data:
- identification data (e.g., name, email address, phone number);
- professional information (e.g., company name, job title, department);
- training participation data and certification information;
- login or usage data when providing subscription-based solutions;
- billing and financial administration data;
- any additional information provided by Client for the execution of the Services.
2Grips does not collect or process special categories of data unless explicitly agreed with Client and governed by a dedicated Data Processing Agreement (DPA).
14.3 Purposes and Legal Bases of Processing
Personal data is processed exclusively for the following purposes:
- execution and administration of the contractual relationship (Art. 6(1)(b) GDPR);
- compliance with legal obligations (Art. 6(1)(c) GDPR);
- legitimate interests of 2Grips in managing its business operations, improving services, and maintaining adequate security (Art. 6(1)(f) GDPR);
- sending relevant service information, updates, or training-related communications (Art. 6(1)(f) GDPR), unless Client objects;
- other purposes for which Client or data subjects have given consent (Art. 6(1)(a) GDPR).
In accordance with GDPR, data subjects have the right to:
- access their personal data (Art. 15 GDPR);
- request rectification of inaccurate or incomplete data (Art. 16 GDPR);
- request deletion in the situations listed in Art. 17 GDPR;
- request restriction of processing (Art. 18 GDPR);
- object to processing based on legitimate interest or direct marketing (Art. 21 GDPR);
- request data portability where applicable (Art. 20 GDPR).
Requests must be submitted to privacy@2grips.com.
2Grips will respond no later than one month after receipt of the request.
Personal data is retained only as long as necessary for the purposes described above, including contractual execution, legal obligations, audit requirements, and archiving purposes.
After the retention period expires, personal data is securely deleted or anonymised.
2Grips implements appropriate technical and organisational measures to protect personal data against loss, unauthorised access, alteration, disclosure, or other unlawful processing, in accordance with Art. 32 GDPR.
14.7 Transfers to Third Parties and Processors
2Grips does not provide personal data to third parties unless:
- this is necessary for the execution of the Services (e.g., technology partners, training platforms);
- 2Grips is legally obligated to do so;
- Client has provided explicit consent.
In all cases where 2Grips engages third-party processors, processing is governed by a written agreement that complies with Art. 28 GDPR.
14.8 International Data Transfers
If personal data is transferred outside the European Economic Area (EEA), such transfer shall take place only where appropriate safeguards are in place (e.g., adequacy decisions, Standard Contractual Clauses, supplementary measures).
14.9 Data Processing Agreement (DPA)
The complete 2Grips Data Processing Agreement is available upon request and forms an integral part of the Services where 2Grips processes personal data on behalf of Client in the capacity of processor.
Where 2Grips determines the purposes and means of processing, it acts as controller.
14.10 Objection to Marketing Communications
Client may object at any time to the use of their data for communication of relevant 2Grips services by contacting info@2grips.com.
Such objection does not affect the lawfulness of prior processing.
14.11 Book 6 Civil Code Clarification
Nothing in this Article limits the rights of Client or data subjects under Book 6 of the Belgian Civil Code regarding pre-contractual information duties or extracontractual liability.
ARTICLE 15: JURISDICTION – APPLICABLE LAW
These Terms and Conditions, as well as all proposals, orders, Services and disputes arising therefrom, are governed exclusively by the laws of Belgium, without regard to its conflict-of-law rules.
This includes the provisions of Book 6 of the Belgian Civil Code, which apply to all contractual and extracontractual obligations relevant to the relationship between 2Grips and Client.
15.2 Exclusive Competent Courts
All disputes concerning the validity, interpretation, execution or termination of the Services, the Agreement or these Terms and Conditions shall fall under the exclusive jurisdiction of the competent courts of the judicial district where 2Grips has its registered office, unless mandatory legislation provides otherwise.
This jurisdiction clause is agreed upon explicitly by the Parties and shall apply regardless of (i) the location where the Services are provided, (ii) the domicile of Client, or (iii) the place where the damage occurred.
15.3 Interaction with EU Jurisdiction Rules
Where applicable, this jurisdiction clause shall be interpreted in accordance with the rules of Regulation (EU) 1215/2012 (Brussels I Recast).
The Parties explicitly acknowledge that this clause constitutes a “choice of court agreement” within the meaning of the Regulation.
15.4 No Limitation of Mandatory Rights
This Article shall not prevent either Party from invoking the rights that cannot be contractually waived under Book 6 of the Belgian Civil Code, including rights related to:
- pre-contractual liability;
- non-excludable extracontractual liability;
- consumer protection rules (only if Client qualifies as a consumer, which is normally not the case in B2B dealings).
However, the Parties confirm that the present Agreement is concluded on a B2B basis, and therefore consumer law does not apply.
Unless the competent court decides otherwise, proceedings shall be conducted in the official language of the jurisdiction where 2Grips has its registered office.
This clause reflects the Belgian Judicial Code rules on the language of court proceedings.
15.6 Good-Faith Attempt at Amicable Settlement
Before initiating judicial proceedings, the Parties shall make reasonable efforts to resolve the dispute amicably, without this constituting a condition precedent or delaying the right to seek urgent relief before the competent courts.