1. Validity of Quotations

All quotations issued by nudgeME gcv remain valid for a period of one (1) month from the date of issue, unless otherwise stated in writing.

2. Acceptance of Quotations

Acceptance of a quotation by signature, email confirmation, purchase order, or commencement of services shall constitute acceptance of these Terms & Conditions.

3. Scope of Services and Additional Work

The services to be provided are limited to the scope described in the accepted quotation.
Any services, activities, deliverables, or requests falling outside the agreed scope shall be considered additional work and may be invoiced separately at the applicable rates, subject to prior agreement where reasonably possible.

4. Prices and Expenses

Unless explicitly stated otherwise, all prices are:

• Exclusive of VAT;
• Exclusive of travel, accommodation, parking, venue, material, and other related expenses;
• Exclusive of any third-party costs, assessments, devices, software licences, or platform fees.

Such costs, where applicable, will be specified separately in the quotation or invoiced separately.

5. Payment Terms

All invoices are payable within thirty (30) calendar days from the invoice date.

6. Late Payment

In the event of non-payment by the due date, the outstanding amount shall automatically and without prior notice of default become subject to:

• A fixed compensation equal to 10% of the outstanding amount; and
• Interest at a rate of 1% per month from the due date until full payment.

Any collection costs incurred to recover outstanding amounts may also be charged to the client where permitted by law.

7. Cancellation by the Client

In the event of cancellation by the client, nudgeME is entitled to compensation for services already delivered and costs already incurred, including but not limited to:

• Preparation and design work;
• Assessment and questionnaire costs;
• Online platform costs;
• Purchased or allocated devices (including Firstbeat or similar tools);
• Third-party expenses incurred in relation to the assignment.

For coaching and team facilitation services, the following cancellation fees apply:

• Cancellation less than 3 working days before the scheduled activity: 100% of the agreed fee;
• Cancellation less than 10 working days before the scheduled activity: 50% of the agreed fee.

8. Rescheduling

A coaching or facilitation session may be rescheduled once without additional charge in the event of illness or force majeure, subject to reasonable notice and mutual agreement regarding a new date.

9. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations when such failure or delay results from circumstances beyond its reasonable control, including but not limited to illness, accidents, natural disasters, acts of government, strikes, pandemics, technical failures, or disruptions of communication networks.

In such circumstances, the parties shall make reasonable efforts to reschedule or otherwise fulfil their obligations.

10. Online Services

For online coaching, facilitation, training, or consulting services, each party is responsible for ensuring adequate internet connectivity, hardware, software, and technical infrastructure.

Technical disruptions beyond the reasonable control of nudgeME shall not give rise to any liability or entitlement to compensation.

11. Professional Services and No Guaranteed Results

nudgeME undertakes to perform its services with due professional care, expertise, and diligence.

Coaching, facilitation, consulting, training, and development services constitute an obligation of means and not an obligation of results. No specific outcome, performance improvement, behavioural change, business result, or measurable impact can be guaranteed.

12. Intellectual Property

All materials, methodologies, frameworks, training content, presentations, reports, questionnaires, assessments, templates, and other intellectual property provided by nudgeME shall remain the exclusive property of nudgeME unless otherwise agreed in writing.

Such materials may not be copied, reproduced, distributed, shared, published, modified, commercialised, or used for purposes other than the agreed assignment without prior written consent from nudgeME.

13. Confidentiality

The client shall treat all quotations, proposals, methodologies, materials, commercial information, and pricing provided by nudgeME as confidential and shall not disclose them to third parties without prior written consent, except where disclosure is required by law.

14. Data Protection and Privacy

nudgeME processes personal data in accordance with applicable data protection legislation, including the General Data Protection Regulation (GDPR).

Personal data shall be processed solely for purposes related to the execution of the agreed services, administration, invoicing, legal obligations, and professional service delivery.

Further information regarding data processing may be provided in the applicable Privacy Policy.

15. Limitation of Liability

Except in cases of fraud, wilful misconduct, gross negligence, or liability that cannot legally be excluded or limited, the total liability of nudgeME arising from or related to any agreement shall be limited to the total amount invoiced for the specific services giving rise to the claim.

Under no circumstances shall nudgeME be liable for indirect, consequential, incidental, special, or business losses, including loss of profit, loss of opportunity, loss of goodwill, or reputational damage.

16. Complaints and Disputes

To be valid, any complaint or dispute relating to an invoice must be submitted in writing, with reasons stated, within fourteen (14) calendar days of receipt of the invoice to:

nudgeME gcv
Tuinbouwstraat 13/101
2800 Mechelen
Belgium

Failure to submit a complaint within this period shall constitute acceptance of the invoice.

17. Governing Law

All agreements between nudgeME and the client shall be governed exclusively by Belgian law.

18. Jurisdiction

Any dispute arising from or relating to the services, quotations, invoices, or agreements of nudgeME shall fall within the exclusive jurisdiction of the courts of the judicial district of Antwerp, section Mechelen, unless mandatory legal provisions require otherwise.