Terms of business.

Stellar Labs is active in Learning & Development advisory services; among other open and online training programs, L&D audits, design, consulting, implementation of specific methodologies, development of specific L&D platforms, tailored workshops and keynotes.
These terms and conditions are applicable to all those services, programs ,workshops and projects or consultancy assignments (hereafter called: “program”) of Stellar Labs BV, Grote Koraalberg 11, 2000 Antwerpen, CBE Antwerp 0735.437.073, hereafter: Stellar Labs; they govern the contractual relationship between Stellar Labs and its Clients.

1. Order - Assignment

An order or assignment, the registration/booking of a program shall be made in writing by accepting the proposal made by Stellar Labs. An order is only placed and final when Stellar Labs confirms the registration to the Client which qualifies as the agreement between the parties governed by these terms of business and the specific terms of the order or assignment that take preference. Stellar Labs obligations are obligations of means and limited to what is described in an order/assignment.
Unless otherwise defined, an order is for a determined term, being the execution of the program concerned.

2. Performance – Training

Stellar Labs will use all professional efforts to conduct each program pursuant to the description. However
Stellar Labs may further develop or update the content without prior notice.
Stellar Labs due to the nature of the services, cannot guarantee or warrant the full accuracy or completeness of a program or any links or other items contained in a program. Stellar Labs executes the services in good faith and with professional care. No other implied warranties of fitness for a particular purpose are given.
A program includes the conduct of the program as such, and any materials required to conduct the program concerned as specified in the program order or assignment.
If a program does not explicitly include facilities of Stellar Labs, those (place of venue, resources, equipment, projector, flip chart, laptop) are provided at the responsibility, risk and cost of the Client. Stellar Labs can refuse premises that do not meet the quality standards or are not qualified as suitable by Stellar Labs
Travel costs, food and beverage of attendees and trainers or facilitators are at the expense of the Client or the attendees, unless explicitly mentioned otherwise. Stellar Labs cannot be held liable for these neither for their refund in case of cancellations or alterations.
The rates and fees of a program exclude any and all expenses of Stellar Labs (including but not limited to travel, transport (car rental, kilometric allowances, flights), meals, materials), unless specified otherwise, which will be invoiced separately or added separately on the invoices.
A program will be executed by Stellar Labs, on a best-efforts basis within a reasonable term. Execution terms are indicative and for general planning purposes, unless expressly specified otherwise.
The Client commits to provide accurately all useful and required data for a program, and to fully enable the execution of a program.

3. Cancellation

If and when the Client wishes to cancel a registered and confirmed program, any tailor-made or specific design, concept, materials fee and costs already incurred by Stellar Labs are due as well as any costs and fees of partners and trainers engaged in the set up and execution of a program. At least, the following cancellation charges are applicable for all programs (fixed compensation to be increased with proven expenses, costs and fees, if any) :
- less then 30 calendar days before start up = 100% of quoted program rate.
- less then 45 calendar days before start up = 75% of quoted program rate.
- less then 60 calendar days before start up = 50% of quoted program rate.
- up to 75 calendar days before start up = 25% of quoted program rate.

Any cancellation must via written notice to Stellar Labs.
If Stellar Labs already had to engage in any costs or expenses, such as execution of services by knowledge partners or trainers, Client will also reimburse these costs at true cost (back-to-back).
If Stellar Labs has to cancel (not alter) a program due to unavailability of a qualified trainer or insufficient attendees or other reasons affecting a program, Stellar Labs will inform the Client as soon as possible and will reimburse any amounts paid for a program within a reasonable delay.
If a program is terminated, Client will compensate Stellar Labs for all services performed and expenses incurred through the effective date of termination, while Stellar Labs reserves the right to request compensation of loss of profit in the case of wrongful termination.

4. Alteration

Client can in the case of a tailor-made program alter the date and time of the program in mutual understanding with Stellar Labs up to 30 days prior to the start. Stellar Labs can charge the Client with costs or expenses already incurred or engaged in at true cost (back-to-back).
Subject to approval by Stellar Labs, Client can alter its booking for a general training to a later scheduled moment or designate (replace) the persons registered up to 30 days prior to the start of a program.
Stellar Labs is authorized when necessary, to relocate or reschedule a program as well as to change or replace the trainer as long as this does not compromise the essential purpose or objective of a program.
For tailor-made Client programs this will be done in mutual understanding with the Client.

5. Terms of payment

The rate and fees due by Client are specified in the order, assignment or terms and conditions of a program.

- If a program is for a fixed fee or rate (fixed price program) upon the confirmation of the concerned order, program by Stellar Labs an advance payment of 50% of the fees /amount or total price specified is due.
At the start of delivery, execution of the program 40% is due.
At the end of the project, hand-over, delivery, last part of the program, 10% is due.

- If a program is tailor-made in accordance with the specified milestones:
Any amounts for specific design, concept, materials to be elaborated are due upon confirmation of registration
Any other fees or amounts are due at the latest 30 days before the start of a program

Any expenses incurred for the preparation delivery as such of a program are due when invoiced to Client (cfr. section 2). All rates, fees and expenses are due thirty calendar days date of invoice (post stamp). Any late payment is subject to a late payment interest rate of 9%, per annum, every started period of 30 days is considered as a full and lapsed period.

6. Intellectual Property Rights – Use of materials

All materials provided in whatever form (data, presentations, hand-outs, …) during a program are and remain the property of Stellar Labs or her partners. They are exclusively provided, in their specific format for internal and personal use only of the Client or the attendees and without any right or permission to any other use, change, reprint, translate, process, copy, quote or adapt them. No other rights of use are granted.
If a program is tailor-made, Client can make free internal use within its organisation for internal use of any deliverables, audit-results, reports delivered by Stellar Labs.
The Client and any attendee in a program recognize all intellectual property rights of Stellar Labs and may not remove any copyright indication or the name of Stellar Labs on any materials.3
Stellar Labs does not grant any right of use on its intellectual property or methodology and know-how as such, unless specified explicitly in an order or specific agreement and then limited to the program concerned. If any software is used, any right of the Client and attendees to use the software is limited to the length and the purpose of the program and non-transferable.
Stellar Labs always remains the exclusive owner of its intellectual property rights, methodology, know-how and processes.
Any intellectual property rights in the material and data provided by the Client, shall remain the property of the Client.

7. Responsibility

Stellar Labs provides its services on a professional best-efforts basis. Stellar Labs is only liable to the Client or attendees, for direct damages excluding consequential or indirect harm, loss or damages (or loss of data).
Any liability is limited to the amount of the concerned specific order (or part of a program). Any claim against
Stellar Labs should be initiated within a reasonable period and not later than three months after the execution of an order or program or the fact or acts giving rise to a claim, or the moment these could have been known. Any limitation of liability will not apply if Stellar Labs has committed an act of gross negligence or default equal to wilful misconduct.

8. Marketing

Stellar Labs is authorized to process data of the Client and any attendees for the execution of a program. By ordering or attending a program, Client and any attendee accept the use of pictures, short movies or other materials, taken during a program for marketing purposes or to be incorporated in newsletters about the program or on social media. Stellar Labs can with respect for the “logo” or “trademark” mention the name of companies, Clients that have attended a program, in its communication and on the website. For other
processing of personal data reference is made to the privacy policy of Stellar Labs.

9. Terms of use of the website and materials

Stellar Labs take every reasonable effort so that her website, its software and other materials will function and be available without interruptions or errors. However, their operation may be interrupted due to maintenance, updates or system or network failures, for which it cannot take any responsibility.
Stellar Labs does not warrant in any way that the services, information and content included or made available on the website, its software or other materials will at all times be free of viruses or other harmful components, be secure or free from errors or interruptions.
No warranties whatsoever are given or implied with regard to the content of the website(s) of Stellar Labs or their fitness for a particular purpose.
The use of a Stellar Labs website is at the risk of the user and “as is”. Websites of Stellar Labs are not meant to be used by “consumers”, they are directed at professional consultants and enterprises.
A Stellar Labs Website may contain links to third-party Websites and resources. Such links are provided solely for convenience and without any representation or warranty of Stellar Labs with regard to the correctness, accuracy, performance or quality of any content, software, service or application on such third-party website.
Any access to such third-party website is at the risk of the Client or person using the link and subject to the terms and conditions of use of such third-party website.
Stellar Labs does not allow the distribution, modification, transmission, reuse, repost, or use the content of a Stellar Labs website, its software or provided materials for public or commercial purposes, including the text, images, audio, or video, without the written permission of Stellar labs.
Everything one sees or reads on a Stellar Labs website should be assumed to be copyrighted unless otherwise noted and may not be used, except as provided explicitely on the website, without the written permission of Stellar Labs.
Subject to willful misconduct or fraud or fraudulent misrepresentation, or any liability that cannot be excluded under Belgian law, Stellar Labs excludes any liability for any loss or damage, on whatever legal grounds, arising under or in connection with use of, or inability to use a Stellar Labs website, software or materials or use of or reliance on any content displayed on a Stellar Labs website.
To the extent permitted by law, Stellar Labs excludes all conditions, warranties, representations or other
terms which may apply to a Stellar Labs website or any content on it, whether express or implied.

10. Personal Data Protection

Stellar Labs refers to its privacy policy that is deemed to be incorporated in these Terms of Business.

11. Law and jurisdiction

Any partial or full invalidity or unenforceability of any of the stipulations of these Terms of Business, shall not affect the validity of the remaining provision. Any invalid stipulation shall be replaced with a provision that reflects the intent and meaning of the invalid or unenforceable stipulation as close as legally possible.
Any disputes with regard to the interpretation, conclusion, execution of the agreement, and/or these governing terms and conditions, between Stellar Labs and the Client, attendees or the execution of a program will be subject to Belgian law without reference to any conflict of law provisions and only the courts of Antwerp are competent as the place of jurisdiction.

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