01. DEFINITIONS
For the purposes of these general terms and conditions, the following definitions apply:
1.1 “Customer”
The natural or legal person, organisation or entity to whom 2Grips provides Services and who is identified in the relevant quotation, proposal, order or agreement.
1.2 “Services”
All activities performed by 2Grips in the context of an Agreement, including but not limited to:
(a) Consulting 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
The delivery of classroom training, virtual training, workshops, coaching sessions, online learning modules and all related training materials or assessments.
1.3 “Deliverables”
All reports, documents, configurations, advice, materials or outputs created specifically for the Customer as part of the provision of the Services, excluding 2Grips Materials (as defined in Article 10).
1.4 “Agreement”
The contractual relationship between 2Grips and the Customer, established through acceptance of a quotation, the issuing and acceptance of a purchase order or any other form of valid contractual commitment as described in Article 6.
1.5 “2Grips Materials”
All methodologies, templates, tools, models, software, scripts, training materials, documentation, intellectual property and other materials owned by or licensed to 2Grips, regardless of whether these existed prior to or were developed during the provision of the Services.
(Further defined in Article 10.)
1.6 “Confidential Information”
All information disclosed between the Parties in the context of the Services, whether orally, in writing, electronically or otherwise, that is confidential in nature or should reasonably be regarded as confidential.
(Defined in detail in Article 11.)
1.7 “Force Majeure Event”
Any event beyond the reasonable control of a Party that makes the performance of contractual obligations impossible, as defined in Article 12 and in Book 5 of the Belgian Civil Code.
1.8 “Business Day”
A day other than a Saturday, Sunday or 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 the Customer, where applicable, as referred to in Article 14 (GDPR).
1.10 “Party” or “Parties”
2Grips and the Customer, individually or jointly.
1.11 Rules of interpretation
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 also include amendments or replacements thereof, including Books 5 and 6 of the Belgian Civil Code.
02. SERVICES AND DELIVERY
2.1 General provisions
2Grips shall perform the Services with reasonable skill, care and professionalism in accordance with industry standards.
Delivery dates, deadlines, lead times and milestones provided by 2Grips are indicative only, unless expressly guaranteed in writing.
Delays in delivery do not entitle the Customer to penalties, damages or termination, except where required under Book 6 of the Belgian Civil Code.
The Customer acknowledges that the quality and timeliness of the Services depend on its cooperation as described in Article 8.
2.2 Consulting Services
2.2.1 Delivery dates and planning
Delivery dates or schedules for Consulting Services are indicative and may be adjusted as a result of:
delays by the Customer or failure to provide the required input;
changes to the scope of the project;
force majeure;
the availability of resources.
2.2.2 Rescheduling initiated by the Customer
The Customer must request any rescheduling at least 10 Business Days before the agreed delivery date.
If this is not complied with, 2Grips may invoice the equivalent of two (2) consulting days at the daily rate stated in the quotation.
2.2.3 Performance of the assignment
Any change to the scope must be requested in writing and approved by 2Grips.
Additional work outside the agreed scope may be invoiced separately at standard rates.
2.2.4 No liability for delays
2Grips shall not be liable for damages resulting from delays in the delivery of consulting services, unless caused by wilful misconduct or gross negligence.
2.3 Subscription Services
2.3.1 Access to subscriptions
The Customer shall be granted access to the 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 the third party providing it.
2Grips shall not be liable for downtime, errors or performance limitations attributable to third party systems, unless expressly stated in a separate agreement.
2.3.3 Licence restrictions
The Customer may use the Subscription Services solely for internal business purposes and in accordance with:
the licence terms;
usage restrictions;
all applicable third party terms communicated by 2Grips.
2.3.4 Suspension for failure to pay
If the Customer fails to pay a subscription invoice on time, 2Grips may suspend access until full payment has been received.
2.4 Training Services
2.4.1 No rescheduling by participants
Dates for classroom or virtual training sessions cannot be rescheduled by participants.
2Grips may adjust the time, location, format or trainer where reasonably necessary.
2.4.2 Changes initiated by the Customer (paid training)
Changes requested by the Customer are subject to a change fee:
25% of the total training fee if the request is submitted 30 days or more before the start date;
50% if the request is submitted less than 30 days before the start date.
2.4.3 Online learning licences
Access to online learning is personal, not transferable and valid for one (1) year, unless stated otherwise.
Once activated, online learning licences cannot be cancelled, refunded or transferred.
2.4.4 Training materials
Training materials remain the intellectual property of 2Grips or its partners (see Article 10).
The Customer and participants may not copy, distribute or share the training materials.
2.5 Dependencies and conditions
The successful delivery of the Services depends on:
timely cooperation from the Customer;
access to systems, facilities and data;
compliance with security, safety and procedural requirements;
accurate information provided by the Customer.
Delays resulting from the Customer’s failure to fulfil its obligations cannot be attributed to 2Grips.
2.6 Acceptance of delivery
Except for Training Services, delivery is subject to Article 4 (Acceptance).
The Customer must review the Deliverables and report any issues within the specified period.
2.7 Clarification regarding Book 6 of the Civil Code
Nothing in this article limits:
the mandatory legal protection under Book 6 of the Belgian Civil Code;
liability for wilful misconduct or gross negligence;
the obligation to perform contractual obligations in good faith.
03. CANCELLATION
3.1 Cancellation of Training Services (general rule)
Training Services cannot be cancelled, unless expressly permitted in this article.
For one time or scheduled training sessions, the following cancellation fees apply:
25% of the total training fee + 100% of other costs
if the cancellation takes place between 60 and 20 days before the training date;
60% of the total training fee + 100% of other costs
if the cancellation takes place between 20 and 7 days before the training date;
100% of the total training fee + 100% of other costs
if the cancellation takes place less than 7 days before the training date.
“Other costs” include trainer travel expenses, preparation costs, equipment rental, venue costs or third party costs incurred by 2Grips on behalf of the Customer.
3.2 Changes to training dates
Training dates for classroom or virtual training sessions cannot be changed by participants.
Changes requested by the Customer are considered a rescheduling, not a cancellation, and are subject to the fees described in Article 2.4.2.
Once an online learning licence has been activated, it can no longer be cancelled, refunded or transferred.
3.3 Termination of other Services by 2Grips
2Grips may terminate the provision of Services (other than training), without judicial intervention and without prejudice to any other legal remedies, if:
the Customer becomes insolvent or is unable to pay its debts;
the Customer is declared bankrupt, goes into liquidation, is subject to judicial reorganisation or undergoes a similar procedure;
the Customer repeatedly fails to fulfil its contractual obligations.
2Grips may also suspend the Services in accordance with Article 7 (Payment) and Article 12 (Force Majeure).
3.4 Termination of other Services by the Customer
The Customer may terminate ongoing Services (excluding training) by giving 30 days’ prior written notice, sent to 2Grips by registered mail, provided that all outstanding invoices have been paid.
Termination does not entitle the Customer to a refund for:
Services already performed;
subscription periods that have already commenced;
preparatory work already completed.
2Grips may invoice ongoing work 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 that breach within 30 days of receiving written notice.
Examples of material breaches include:
failure to pay invoices;
infringement of intellectual property rights;
breach of the duty of confidentiality;
repeated failure to cooperate.
Termination for material breach is without prejudice to the right to claim damages.
3.6 Consequences of termination
Upon termination of a Service:
all amounts owed to 2Grips become immediately due and payable;
access rights (e.g. subscriptions, training portals, licensed deliverables) are revoked;
the Customer must cease using 2Grips Materials and return or delete Confidential Information;
unpaid but performed Services may be invoiced on a pro rata basis or based on milestones.
Termination does not affect articles which by their nature survive termination, including:
Articles 9, 10, 11, 12, 14 and 15.
3.7 No cancellation due to delay, unless required by law
Delays attributable to force majeure, third party systems or the conduct of the Customer do not give rise to a right to cancel or dissolve the Agreement.
Only where required under the mandatory provisions of Book 6 may the Customer request dissolution due to serious delay attributable solely to 2Grips.
3.8 Clarification regarding Book 6 of the Civil Code
Nothing in this article limits the mandatory rights or obligations under Book 6, including:
liability for wilful misconduct or gross negligence;
restrictions on limiting extracontractual liability;
rules on good faith and proportionality in the termination of the Agreement;
mandatory consumer protection rules (where applicable, although this concerns a B2B relationship).
04. ACCEPTANCE
4.1 Acceptance mechanism
Unless expressly agreed otherwise, the completion of Services or the delivery of Deliverables by 2Grips is subject to an acceptance procedure in accordance with this article.
Acceptance may take place in one of the following ways:
(a) Formal acceptance
The Customer signs an acceptance report, service report, activity report or other written confirmation acknowledging that the Services have been performed in accordance with the Agreement;
(b) Constructive (deemed) acceptance
If the Customer does not submit a written and detailed notice of nonconformity within the periods set out in Article 4.3, the Services shall be deemed accepted;
(c) Operational use
If the Customer 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 its setup and activation.
4.2 Acceptance of Training Services
Training Services (classroom, virtual or online learning) are deemed accepted at the time of delivery.
No formal acceptance procedure applies to Training Services.
4.3 Notice of nonconformity
The Customer must notify 2Grips in writing and in sufficient detail of any alleged nonconformity:
within 5 Business Days of delivery of Consulting Services or Deliverables;
within 3 Business Days of activation of Subscription Services.
The notice must contain specific and substantiated reasons why the Services allegedly do not comply with what was contractually agreed.
General statements such as “not satisfactory”, “not usable” or “does not meet the needs” do not constitute valid notices, unless they are linked to a contractual requirement.
If no such notice is received within the applicable period, the Services shall be deemed irrevocably accepted.
4.4 Investigation of nonconformity and corrections
If 2Grips determines that a reported issue constitutes a validated nonconformity, it shall, at its own discretion:
correct or adjust the Deliverables;
perform the relevant part of the Services again;
or propose an alternative, commercially reasonable solution.
Such corrective measures constitute the Customer’s sole remedy in the event of nonconformity, without prejudice to Article 9 (Liability).
4.5 Cases in which acceptance cannot be refused
The Customer may not refuse acceptance:
for minor deviations that do not materially affect the functionality or usability of the Deliverable;
due to factors attributable to the Customer (insufficient information, access restrictions, technical issues in the Customer’s environment);
for reasons unrelated to the contractual scope of the work.
Acceptance cannot be refused for new requests or additional work outside the agreed scope.
4.6 Consequences of acceptance
Once delivery has been explicitly or implicitly accepted:
(a) the Deliverables or Services shall be deemed to comply with the Agreement;
(b) the related fees become immediately due and payable;
(c) the warranty period (if applicable) commences;
(d) subsequent changes or requests for improvements may be invoiced separately.
Acceptance is without prejudice to the Customer’s rights with respect to defects caused by wilful misconduct or gross negligence on the part of 2Grips, which cannot be contractually limited under Book 6.
4.7 No extension of liability
Acceptance does not:
create any warranties beyond those expressly stated in Article 5;
alter or extend the liability of 2Grips beyond the limits set out in Article 9;
imply any guarantee of specific business results or performance.
4.8 Clarification regarding Book 6 of the Civil Code
Nothing in this article limits the rights or obligations arising from Book 6, in particular:
the prohibition on limiting liability for wilful misconduct or gross negligence;
the rules on precontractual information obligations;
the requirement of good faith in the performance of agreements;
the supplementary effect of reasonable expectations.
05. GUARANTEE
5.1 No implied warranties
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;
the achievement of specific business, operational or financial results;
uninterrupted or error free operation of the Deliverables or subscription platforms.
All such implied warranties are expressly disclaimed to the 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 practices in the industry.
This warranty applies solely to the manner in which the Services are performed, and not to the achievement of any specific result, unless expressly stated in the Agreement.
5.3 Warranty exclusions
The warranty does not apply in the following situations:
(a) the defect results from incorrect, incomplete or delayed information provided by the Customer;
(b) the Customer or a third party has modified the Deliverables without the written consent of 2Grips;
(c) the defect is caused by third party systems, software, integrations or platforms;
(d) the defect results from improper use, incorrect implementation or incorrect application by the Customer;
(e) the issue arises after Acceptance as defined in Article 4;
(f) the Services were performed on the basis of specifications or instructions from the Customer that were incomplete or unsuitable.
5.4 Warranty period and remedies
If the Customer notifies 2Grips of a validated nonconformity within the applicable acceptance period (see Article 4), 2Grips shall, at its own discretion:
perform the nonconforming part of the Services again;
correct or modify the Deliverables;
propose an alternative, commercially reasonable solution.
These remedies constitute the Customer’s exclusive and sole warranty rights.
No refunds or fee reductions shall be granted, unless expressly agreed in writing.
5.5 No warranty for training or online learning
Training and online learning services are provided “as is”.
2Grips does not warrant:
that participants will achieve a particular learning outcome, skill level or certification;
that the training content meets specific internal requirements of the Customer;
the accuracy of third party material incorporated into training courses.
5.6 No warranty for third party products or platforms
2Grips provides no warranty with respect to:
third party software, tools, integrations or platforms;
the availability, uptime, performance or security of external systems;
changes by external suppliers that affect the Customer’s use of subscriptions or consulting services.
All warranties relating to third party products are strictly limited to those provided by the external supplier.
5.7 Limitations and interaction with liability rules
This article does not extend the liability of 2Grips beyond what is provided in Articles 9 and 9bis.
All warranties are subject to:
the exclusions of liability;
the limitations of liability;
the categories that cannot be excluded (wilful misconduct, gross negligence) under Book 6.
5.8 Clarification regarding Book 6 of the Civil Code
Nothing in this article limits the mandatory rights under Book 6, including:
the prohibition on excluding liability for wilful misconduct or gross negligence;
the duty of good faith;
rules on precontractual fault and information obligations.
06. ORDER
6.1 Methods of ordering
An order for Services may be placed by the Customer using one of the following methods:
(a) By signing the 2Grips offer electronically or in writing; or
(b) By submitting a purchase order (PO) in accordance with the Customer’s internal rules, provided that the PO corresponds to the terms stated in the quotation issued by 2Grips.
Both the signed quotation and the PO must be sent by email to billing@2grips.com.
6.2 Formation of the Agreement
A binding Agreement between 2Grips and the Customer is formed when:
the Customer signs the quotation issued by 2Grips;
or 2Grips confirms acceptance of a PO submitted by the Customer;
or 2Grips begins performing the Services following written confirmation from the Customer.
By placing an order, the Customer expressly agrees to these general terms and conditions.
6.3 Order of precedence
In the event of any conflict between documents, the following hierarchy applies:
A signed and mutually agreed written contract (if applicable)
The quotation or proposal from 2Grips
These General Terms and Conditions
The Customer’s purchase order (only to the extent that it does not conflict with any of the documents above)
Any additional or deviating terms in the Customer’s purchase order or tender documents are invalid, unless expressly accepted in writing by 2Grips.
6.4 Purchase orders with deviations
If the Customer issues a PO containing terms, provisions or references that deviate from the 2Grips offer or these General Terms and Conditions, such deviations:
are not valid or binding;
are not deemed to have been accepted by conduct;
apply only if expressly accepted in writing by an authorised representative of 2Grips.
Performing 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 the EU eIDAS Regulation.
6.6 Changes to orders
Any change to the scope, timing or terms of the Services must be:
requested in writing by the Customer;
reviewed by 2Grips;
and confirmed by 2Grips in a revised quotation, change request or written confirmation.
2Grips is not obliged to implement requested changes before they have been formally accepted.
Changes may affect the price, timeline or allocation of resources, and additional costs may be charged.
6.7 Validity of offers
Unless stated otherwise, offers from 2Grips are valid for 30 days from the date of issue.
2Grips reserves the right to amend or withdraw an offer before it has been accepted by the Customer.
6.8 Incorrect or incomplete orders
If the Customer places an incorrect or incomplete order, 2Grips may:
request clarification;
suspend the processing of the order;
or refuse the order.
Any delays resulting from such issues cannot be attributed to 2Grips.
6.9 Clarification regarding Book 6 of the Civil Code
Nothing in this article limits or amends:
the mandatory rules on the formation of agreements, precontractual obligations and good faith as laid down in Book 5 and Book 6 of the Belgian Civil Code;
the liability provisions applicable to precontractual fault;
the rules regarding the acceptance and interpretation of contractual terms.
07. PAYMENT
7.1 Prices and taxes
All fees stated in quotations, proposals or order confirmations are exclusive of VAT and other applicable taxes, levies or charges.
All such taxes are borne by the Customer and will be added to the invoice amount in accordance with the tax rules in force at the time of invoicing.
7.2 Payment terms per type of service
Unless otherwise agreed in writing:
Consulting Services: payable within 30 days of the invoice date;
Subscriptions: payable in advance and prior to the activation or use of licences or access rights;
Training Services:
Online learning: payable within 5 days of the 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 must be paid by bank transfer to the account specified by 2Grips.
7.3 Late payment: administrative costs, interest and damages
If payment has not been received by the due date:
(a) 2Grips may charge administrative costs amounting to 10% of the invoice amount.
(b) If the Customer does not respond to the first reminder within the specified period, the amount due shall automatically and by operation of law be increased by contractual damages of 15%, with a minimum of € 250, to cover additional administrative costs.
(c) The statutory interest for late payment under Belgian law shall apply automatically and without notice.
(d) All reasonable collection costs, recovery costs and legal or attorney fees incurred by 2Grips are fully recoverable from the Customer.
7.4 Right to suspend or terminate Services
In the event of failure to pay an invoice:
2Grips may suspend further deliveries, restrict access to subscriptions or postpone ongoing Services;
2Grips may consider the Agreement dissolved by operation of law, in whole or in part, without prior notice;
in such cases, prepaid fees shall not be refunded.
Suspension or dissolution is without prejudice to the right of 2Grips to claim damages or outstanding amounts.
7.5 Disputed invoices
If the Customer disputes an invoice, it must notify 2Grips in writing within 10 Business Days of the invoice date, clearly stating the reasons for the dispute.
The undisputed parts of the invoice must still be paid by the due date.
A dispute does not suspend payment obligations, unless expressly agreed by 2Grips.
7.6 Setoff and withholding
The Customer may not set off amounts owed to 2Grips against claims it believes it has, unless 2Grips has agreed to this in writing.
The Customer may not withhold payment on the basis of alleged shortcomings or disputes that have not been formally accepted by 2Grips.
7.7 Price adjustments
2Grips reserves the right to adjust its prices annually or in response to significant cost increases, inflation or market conditions.
Any price adjustments will be communicated to the Customer in advance and will take effect upon renewal of a subscription or at the start of a new service period, unless otherwise agreed.
7.8 Refunds
Except where required by law or expressly agreed in writing, payments made by the Customer are not refundable.
This applies in particular to prepaid subscriptions, training registrations and Services already performed.
7.9 Clarification regarding Book 6 of the Civil Code
Nothing in this article affects the mandatory rights or obligations under Book 6 of the Belgian Civil Code, including:
rules on extracontractual liability;
restrictions on excluding liability for wilful misconduct or gross negligence;
precontractual transparency obligations (for example price information).
08. CUSTOMER OBLIGATIONS
8.1 Obligation to cooperate
The Customer shall cooperate actively and in a timely manner with 2Grips to enable the proper performance of the Services.
This includes providing accurate information, timely decisions, access to relevant systems and the availability of designated personnel.
Any delay or shortcoming in the Customer’s cooperation may suspend or impede the obligations of 2Grips, without 2Grips being held liable for this.
8.2 Provision of information
The Customer undertakes to provide 2Grips with all information, documentation, data, internal procedures and access credentials reasonably required for the performance of the Services.
The Customer warrants that all such information:
is accurate, complete and current;
is provided in a timely manner;
is free from third party restrictions that could impede its use by 2Grips.
2Grips may rely on the accuracy and completeness of the information provided by the Customer.
8.3 Access to premises and systems
Where Services are performed at the Customer’s premises or on the Customer’s IT systems, the Customer shall:
provide a suitable and safe workspace, facilities and infrastructure;
ensure that the required systems, data, software or platforms are accessible to 2Grips personnel;
communicate the access procedures and security requirements at least 14 days before the start of the Services.
If access is refused, delayed or technically impossible as a result of actions by the Customer, 2Grips shall not be liable for any related delays or shortcomings.
8.4 Safety, security and compliance requirements
The Customer must inform 2Grips in advance of all applicable safety, IT security, confidentiality or compliance rules that 2Grips must observe during the performance of the Services.
The Customer remains responsible for compliance with legal, regulatory or internal compliance obligations applicable to its own activities.
8.5 Designated contact persons
The Customer shall designate one or more contact persons responsible for:
operational coordination;
providing the required approvals;
communicating instructions;
responding to requests for information.
These contact persons must have sufficient authority and expertise.
The Customer must immediately inform 2Grips of any changes to the contact persons or their availability.
8.6 Infrastructure and technical environment
The Customer shall ensure that its technical environment (including hardware, software, networks and connectivity) meets the requirements necessary for the proper delivery of the Services.
The Customer is responsible for:
maintaining adequate system and data backups;
ensuring that third party systems function properly and are correctly licensed;
resolving IT or technical issues not caused by 2Grips.
2Grips shall not be liable for delays or errors caused by issues in the Customer’s technical environment.
8.7 Customer personnel and third parties
The Customer shall ensure that its personnel, contractors and external suppliers cooperate with 2Grips and follow reasonable instructions necessary for the performance of the Services.
The Customer is responsible for the acts or omissions of its personnel and third parties involved in the performance of the Services.
8.8 Permits, licences and authorisations
The Customer is responsible for obtaining all approvals, rights, licences or authorisations required for the use of the Customer’s systems, data or infrastructure by 2Grips during the performance of the Services.
8.9 Consequences of noncompliance
If the Customer fails to fulfil its obligations under this article, the Customer acknowledges that:
2Grips may suspend performance until the obligations are fulfilled again;
schedules, Deliverables and results may be affected without 2Grips being liable for this;
additional costs or efforts resulting from such failure to comply may be invoiced separately.
8.10 Clarification regarding Book 6 of the Civil Code
Nothing in this article affects the mandatory provisions of Book 6 of the Belgian Civil Code, in particular with regard to:
precontractual obligations;
extracontractual liability;
rules on good faith and reasonable cooperation.
09. LIABILITY OF 2GRIPS
9.1 General principle
2Grips is only liable for damage arising from its contractual obligations or from an extracontractual fault as defined in Book 6 of the Belgian Civil Code.
Liability must always be proven by the Customer and is limited as described in this article.
9.2 Scope of the responsibility of 2Grips
2Grips undertakes to perform the Services with reasonable care, professionalism and skill.
However, 2Grips does not guarantee that the Services will deliver any specific commercial or operational result, unless expressly agreed in writing.
2Grips is not responsible for:
errors resulting from incorrect, incomplete or delayed information provided by the Customer;
the consequences of decisions made by the Customer on the basis of advice, reports, training or consulting Deliverables;
changes made to the results by the Customer or third parties without the written consent of 2Grips.
9.3 Exclusion of indirect and consequential damage
Except where prohibited by law, 2Grips shall under no circumstances be liable for indirect or consequential damage, including but not limited to:
financial or commercial losses;
loss of profit, revenue, customers or business opportunities;
production interruptions;
loss of or damage to data;
reputational damage;
increased operational costs.
These exclusions also apply if such damage was foreseeable.
9.4 Mandatory liability that cannot be excluded (Book 6.35 and 6.36)
Nothing in these Terms excludes or limits the liability of 2Grips for:
wilful misconduct;
gross negligence;
death or personal injury caused by its acts or omissions;
liability that cannot be excluded by law under Book 6 or other mandatory provisions.
Any limitation that conflicts with mandatory provisions shall be deemed amended to the maximum extent permitted by law.
9.5 Limitation of liability (maximum)
To the extent permitted by law, and except in the cases referred to in Article 9.4, the total liability of 2Grips (contractual and extracontractual combined) is limited to the lower of:
a) the total invoiced amount for the specific Service that caused the damage; or
b) € 25,000 per incident and € 50,000 per calendar year.
Multiple related claims constitute a single incident.
9.6 No liability for third party systems or providers
2Grips shall not be liable for:
downtime, errors, defects or failures of third party platforms, software or integrations;
licence restrictions or technical limitations imposed by external suppliers;
acts or omissions of the Customer’s suppliers or IT partners.
Any remedy relating to third party services must be pursued directly against the relevant third party.
9.7 Cybersecurity risks and data loss
Although 2Grips applies reasonable security measures that meet industry standards, it cannot guarantee protection against all cyber incidents.
Unless caused by wilful misconduct or gross negligence, 2Grips shall not be liable for:
cyberattacks, hacking or malware affecting systems not managed by 2Grips;
loss of or damage to data stored on the Customer’s infrastructure or on third party systems.
9.8 Responsibility of the Customer
The Customer remains solely responsible for:
the accuracy, completeness and timely provision of the required information;
maintaining adequate data backups;
compliance with its internal processes and legal obligations;
the acts of its personnel, contractors and users.
If the Customer fails to fulfil these responsibilities, 2Grips shall be released from any related liability.
9.9 Insurance
2Grips holds professional liability insurance appropriate to the nature of its activities.
Liability for damage covered by this insurance is in any event limited to the amounts actually 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 the Customer became aware (or should reasonably have become aware) of the facts giving rise to the claim.
Claims submitted after this period are inadmissible, except in cases of wilful misconduct.
9.11 Relationship to other liability provisions
This article must be read in conjunction with:
Article 9bis (contractual versus extracontractual liability);
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, the mandatory provisions of Book 6 shall prevail.
9.12 Clarification regarding Book 6 of the Civil Code
Nothing in these Terms limits or excludes liabilities that cannot be disclaimed by law under Book 6, including:
wilful misconduct or gross negligence;
mandatory extracontractual liability;
unlawful disclosure of trade secrets;
precontractual fault where limitation would be contrary to good faith.
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 all other work products 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 knowhow;
patents and patentable inventions.
Nothing in these Terms or in the performance of the Services shall be interpreted as a transfer of ownership of intellectual property rights of 2Grips to the Customer.
10.2 Licence for use by the Customer
To the extent necessary for the use of the Services, 2Grips grants the Customer a nonexclusive, not transferable, not sublicensable and revocable licence to use 2Grips Materials solely for the Customer’s internal business purposes.
This licence:
does not include the right to copy, share, distribute, publish or make the materials available to third parties;
does not permit reverse engineering, modification or the creation of derivative works, unless expressly permitted in writing by 2Grips;
terminates automatically upon termination or expiry of the Agreement.
10.3 Training materials
All training materials (whether delivered in a classroom, virtually or via online learning) are protected by copyright and remain the exclusive property of 2Grips or its partners.
The Customer and participants may not:
copy or distribute training materials;
share access credentials;
disclose training materials or reuse them for internal training without the written consent of 2Grips.
Access to online learning is granted under a restricted licence that is limited in time, as described in Article 2.3.
10.4 Third party materials
Some materials used during the performance of the Services may be the intellectual property of partners of 2Grips or of third parties.
Such materials are used under licence and the Customer agrees to comply with all applicable licence terms.
Unauthorised use of third party materials may result in immediate termination of the licence and possible legal action by the rights holder.
10.5 Materials provided by the Customer
All documents, data or materials provided by the Customer remain the property of the Customer.
The Customer represents and warrants that it has all necessary rights to provide such materials to 2Grips and grants 2Grips a nonexclusive licence to use them for the performance of 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 together with the Customer) during the performance of the Services (“Developments”) shall be considered the exclusive property of 2Grips.
The Customer shall take all steps reasonably required by 2Grips to secure and perfect the ownership of 2Grips in such Developments.
This includes assistance in applying for patents, copyrights or other forms of intellectual property protection, at the expense of 2Grips.
10.7 Confidentiality of proprietary information
All materials and Developments of 2Grips are considered Confidential Information within the meaning of Article 11 and are subject to the confidentiality obligations described therein.
10.8 Prohibited use
The Customer shall not, and shall not allow 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 a manner that competes with 2Grips.
10.9 Remedies for infringement
Any breach of this article may cause significant damage.
2Grips reserves the right to:
seek interim measures;
claim damages under Article 9;
terminate the Agreement with immediate effect.
This is without prejudice to the mandatory provisions of Book 6 (for example wilful misconduct, gross negligence).
10.10 Clarification regarding Book 6 of the Civil Code
Nothing in this article limits the rights that cannot be contractually waived under Book 6 of the Belgian Civil Code, including provisions relating to:
extracontractual liability;
abuse of rights;
mandatory protection of intellectual property owners.
11. CONFIDENTIALITY OBLIGATION
11.1 Definition of Confidential Information
For the purposes of these General Terms and Conditions, “Confidential Information” means all information disclosed by either Party to the other Party, whether orally, in writing, electronically or in any other form, relating to:
business activities, strategies, methodologies and processes;
technical information, software, knowhow, algorithms, documentation and tools;
training materials, implementation approaches, workflows and services to be delivered;
customer information and contact details;
prices, financial information, commercial terms;
all information marked as confidential or otherwise identified as such, or which a reasonable person would consider confidential given its nature and the circumstances in which it was disclosed.
Confidential Information includes information obtained during the performance of Services, regardless of whether such information has been expressly designated as confidential.
11.2 Confidentiality obligations of the Customer
The Customer undertakes to treat all Confidential Information received from 2Grips as strictly confidential.
The Customer 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 obligations at least as strict as those contained in this Agreement;
take reasonable technical and organisational security measures to prevent unauthorised access, use or disclosure.
11.3 Confidentiality obligations of 2Grips
2Grips undertakes to treat all information received from the Customer as confidential and to use it solely for the performance of the Services.
2Grips shall ensure that its personnel, subcontractors and consultants are bound by equivalent confidentiality obligations.
11.4 Exceptions
The obligations in this article do not apply to information which the receiving Party can demonstrate:
(a) was publicly available at the time of disclosure or becomes publicly available without breach of this Agreement;
(b) was lawfully known to the receiving Party prior to 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 similar confidentiality obligations;
(e) must be disclosed pursuant to a legal obligation, a court order or a decision of an administrative authority, provided that, to the extent permitted by law, the receiving Party notifies the other Party thereof in writing in advance.
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.
11.6 Duration
The confidentiality obligations in this article remain in force:
for the entire duration of the contractual relationship; and
for a period of five (5) years after termination of the Agreement,
unless applicable law requires a longer retention or confidentiality period (for example to protect trade secrets).
11.7 Breach of confidentiality
Any breach of this article may give rise to liability as provided in Articles 9 and 9bis of these General Terms and Conditions, including the provisions of Book 6 of the Belgian Civil Code.
This does not preclude the disclosing Party from seeking urgent interim measures.
11.8 Precedence over other agreements
If 2Grips and the Customer enter into a separate confidentiality agreement (NDA), that agreement shall prevail in the event of conflict.
In the absence of such a separate agreement, this article applies in full.
11.9 Clarification regarding Book 6 of the Civil Code
Nothing in this article affects the mandatory rules of Book 6 concerning extracontractual liability, precontractual information obligations or restrictions on the exclusion of liability for wilful misconduct or gross negligence.
12. FORCE MAJEUR
12.1 Definition
Neither Party shall be liable for failure to perform or late performance of its contractual obligations if this is the direct result of a Force Majeure Event, meaning an unforeseen and insurmountable 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, terrorist attacks, civil unrest, embargoes or government measures;
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 government measures with direct operational consequences;
cyberattacks, denial of service attacks or other major disruptions to IT infrastructure affecting essential systems.
12.2 Events not considered force majeure
Force majeure expressly does not include:
disruptions caused by negligence of the affected Party;
shortages of personnel or financial resources within the Party’s business;
foreseeable technical issues that could reasonably have been prevented;
delays caused by subcontractors, unless the subcontractor itself is affected by a Force Majeure Event.
12.3 Duty to notify
The affected Party must notify the other Party in writing without delay of a Force Majeure Event, stating:
the nature of the event;
the expected duration;
the obligations affected by the force majeure.
Failure to notify a Force Majeure Event does not affect the protection of force majeure, but may reduce the extent of the exemption if this aggravates the damage suffered by the other Party.
12.4 Suspension of obligations
During a Force Majeure Event, the obligations of the affected Party are suspended for the duration of the event.
The Customer remains responsible for payment for Services already delivered before the event.
12.5 Prolonged or permanent force majeure
If the force majeure situation lasts longer than 60 consecutive days, either Party may terminate the relevant part of the Agreement in writing without any right to compensation.
Payments for Services provided before termination remain due.
12.6 Mitigation
Each Party shall take all reasonable measures to mitigate the consequences of a force majeure situation and to resume performance as soon as reasonably practicable.
12.7 Clarification regarding Book 6 of the Civil Code
Nothing in this article limits the rights or obligations imposed by Book 6 of the Belgian Civil Code, including rules relating to extracontractual liability, mandatory liability exclusions and precontractual obligations.
13. COMPLAINTS
13.1 Submitting complaints
Any complaint relating to the performance, quality or delivery of the Services must be submitted by the Customer in writing to the Chief Operations Officer of 2Grips via 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;
the contact details of the person submitting the complaint.
13.2 Time limit for complaints
Unless otherwise provided in these General Terms and Conditions, complaints regarding the performance of the Services must be reported to 2Grips within 10 Business Days after the Customer became aware, or should reasonably have become aware, of the issue.
Complaints submitted after this period may be considered inadmissible, except in cases where:
the issue relates to wilful misconduct or gross negligence on the part of 2Grips;
or the complaint relates to defects that could not reasonably have been discovered earlier.
This provision is in accordance with Book 6 of the Belgian Civil Code regarding notification obligations.
13.3 Acknowledgement and response time
2Grips handles all complaints with high priority.
An acknowledgement of receipt will be provided within 5 Business Days, and a substantive response or proposal for corrective measures will be provided within a reasonable period, taking into account the complexity of the complaint.
13.4 Investigation and cooperation
The Customer shall cooperate with 2Grips during the assessment of the complaint, including by providing additional information or granting access to systems or documentation where reasonably necessary for the investigation.
If the Customer does not cooperate, this may delay or limit the ability of 2Grips to handle the complaint.
13.5 Corrective measures
If 2Grips determines that the complaint is justified, it may, at its own discretion and without prejudice to Article 9, take one or more of the following measures:
perform the relevant Service again, in whole or in part;
provide additional support or corrective measures;
offer a commercial gesture or a credit note, where applicable.
Corrective measures do not imply any admission of liability and are provided without prejudice to the limitations of liability set out in these General Terms and Conditions.
13.6 Disputes arising from a complaint
If the Parties fail to settle the complaint amicably, the dispute shall be handled in accordance with Article 15 (Jurisdiction and Applicable Law).
This includes the exclusive jurisdiction of the Belgian courts and the application of Belgian law.
13.7 Clarification regarding Book 6 of the Civil Code
Nothing in this article limits the rights of the Customer or the obligations of 2Grips under Book 6 of the Belgian Civil Code, including the rules on:
precontractual information obligations;
liability for extracontractual fault;
mandatory restrictions relating to wilful misconduct or gross negligence.
14. AVG AND DATA PROTECTION
14.1 General principles
2Grips processes personal data in accordance with the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and all applicable Belgian data protection legislation. Personal data is processed lawfully, fairly and transparently, and solely for specific 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, telephone number);
professional information (e.g. company name, job title, department);
data on training participation and certification information;
login or usage data when providing solutions on a subscription basis;
billing and financial administration data;
any additional information provided by the Customer for the performance of the Services.
2Grips does not collect or process special categories of data, unless expressly agreed with the Customer and governed by a dedicated data processing agreement (DPA).
14.3 Purposes and legal bases of processing
Personal data is processed solely for the following purposes:
performance and management 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 activities, improving services and maintaining adequate security (Art. 6(1)(f) GDPR);
sending relevant service information, updates or communications relating to training (Art. 6(1)(f) GDPR), unless the Customer objects to this;
other purposes for which the Customer or data subjects have given consent (Art. 6(1)(a) GDPR).
14.4 Rights of data subjects
In accordance with the 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 erasure in the situations referred to in Art. 17 GDPR;
restrict 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.
14.5 Data retention
Personal data is retained only for as long as necessary for the purposes described above, including contractual performance, legal obligations, audit requirements and archiving purposes.
After the retention period has expired, personal data is securely deleted or anonymised.
14.6 Security measures
2Grips implements appropriate technical and organisational measures to protect personal data against loss, unauthorised access, alteration, disclosure or any other unlawful processing, in accordance with Art. 32 GDPR.
14.7 Transfer to third parties and processors
2Grips does not provide personal data to third parties, unless:
this is necessary for the performance of the Services (e.g. technology partners, training platforms);
2Grips is legally required to do so;
the Customer has expressly consented to this.
In all cases where 2Grips engages processors, the 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 only takes place if appropriate safeguards are in place (e.g. adequacy decisions, standard contractual clauses, supplementary measures).
14.9 Data Processing Agreement (DPA)
The full data processing agreement of 2Grips is available upon request and forms an integral part of the Services when 2Grips processes personal data on behalf of the Customer in its capacity as processor.
When 2Grips determines the purposes and means of the processing, it acts as controller.
14.10 Objection to marketing communications
The Customer may at any time object to the use of its data for communications about relevant 2Grips services by contacting info@2grips.com.
Such an objection does not affect the lawfulness of prior processing.
14.11 Clarification regarding Book 6 of the Civil Code
Nothing in this article limits the rights of the Customer or data subjects under Book 6 of the Belgian Civil Code with regard to precontractual information obligations or extracontractual liability.
15. JURISDICTION – APPLICABLE LAW
15.1 Applicable law
These General Terms and Conditions, as well as all proposals, orders, Services and disputes arising therefrom, are governed exclusively by Belgian law, without regard to its conflict of laws 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 the Customer.
15.2 Exclusive jurisdiction
All disputes relating to the validity, interpretation, performance or termination of the Services, the Agreement or these General Terms and Conditions fall under the exclusive jurisdiction of the competent courts of the judicial district in which 2Grips has its registered office, unless mandatory law provides otherwise.
This jurisdiction clause is expressly agreed by the Parties and applies regardless of (i) the place where the Services are provided, (ii) the domicile of the Customer, 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) No 1215/2012 (Brussels I Recast).
The Parties expressly 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 does not prevent either Party from invoking rights that cannot be contractually waived under Book 6 of the Belgian Civil Code, including rights relating to:
precontractual liability;
extracontractual liability that cannot be excluded;
consumer protection rules (only if the Customer can be regarded as a consumer, which is normally not the case in B2B transactions).
However, the Parties confirm that this Agreement has been concluded on a B2B basis and that consumer law therefore does not apply.
15.5 Language of proceedings
Unless the competent court decides otherwise, proceedings shall be conducted in the official language of the jurisdiction in which 2Grips has its registered office.
This clause reflects the rules of the Belgian Judicial Code on the use of languages in judicial proceedings.
15.6 Good faith attempt at amicable settlement
Before initiating legal proceedings, the Parties shall make reasonable efforts to settle the dispute amicably, without this constituting a condition precedent or delaying the right to seek urgent measures before the competent courts.