General conditions

Article 1 – Scope

These terms and conditions apply to all quotations, order confirmations, agreements, orders, invoices and performance of Keep Growing BV relating to its B2B services, including Keep Growing iDesign, Keep Growing Academy and Keep Growing Consultancy.

These general terms and conditions apply exclusively in relationships with companies and other professional customers. They do not apply to consumers.

Deviations are valid only if expressly confirmed in writing by Keep Growing BV.

Article 2 – Definitions

In these general terms and conditions, the following terms shall have the meanings set forth below:

• Keep Growing: Keep Growing BV.
• Customer: the professional counterparty of Keep Growing.
• Services means all services offered by Keep Growing, including custom e-learning, learning platform licenses, consulting, workshops, mentoring, project work, digital content, reporting and related deliverables.
• Deliverables: all results of the Services, such as quotes, analyses, storyboards, modules, learning content, reports, presentations, advice, documentation and other delivered materials.
• Platform: Keep Growing Academy’s online learning platform and associated learning content and functionalities.
• User: the natural person whom the Customer allows to access the Platform or use a service or learning solution provided by Keep Growing.
• Working day: any day from Monday to Friday, excluding Belgian legal holidays.

Article 3 – Document hierarchy and formation of the agreement

In the event of a contradiction between documents, the following order applies: (1) the signed quotation or separate agreement, (2) any service-specific additional terms and conditions or attachments, and then (3) these general terms and conditions.

The agreement is established by signing the offer or agreement, written confirmation by e-mail, express order, payment of an invoice or as soon as Keep Growing starts execution at the request of the Customer.

Electronic communications between the parties, including e-mail and digital confirmations, shall constitute evidence of the content and acceptance of the agreement, subject to proof to the contrary.

The Customer’s general or special terms and conditions shall not apply, except as expressly accepted in writing by Keep Growing.

Article 4 – Performance of the Services

Keep Growing performs the Services to the best of its ability, with the care of a professional service provider and based on the information provided by the Customer. Unless expressly agreed otherwise in writing, Keep Growing is under an obligation of means and not an obligation of result.

Stated deadlines, schedules and lead times are indicative unless expressly accepted in writing as binding. A delay shall not in itself entitle to damages or rescission, unless the parties have expressly agreed otherwise in writing.

Keep Growing may use employees, subcontractors or specialized partners for the execution, without prejudice to its contractual responsibility to the Customer.

Article 5 – Cooperation of the Customer

The Customer shall provide in a timely manner all information, feedback, content, systems, accesses, decisions and internal contacts reasonably required for proper performance of the Services.

Customer warrants the accuracy, completeness and legality of the materials and data it provides to Keep Growing and represents that it has the necessary rights to have them used under the agreement.

If the Customer fails to cooperate in a timely or complete manner, Keep Growing may suspend performance, adjust the schedule and charge the resulting reasonable additional costs.

Article 6 – Quotes, prices and additional work.

Quotations from Keep Growing are without obligation, unless otherwise expressly stated, and remain valid for thirty (30) calendar days from the date of quotation.

All prices are expressed in euros and exclude VAT and other taxes, unless explicitly stated otherwise.

Anything not expressly included in the quotation or order confirmation is not part of the agreed scope. Additional questions, extra rounds, extensions, additional licenses or changes outside the original scope are considered additional work and can be invoiced separately after agreement by the Customer or as soon as requested by the Customer.

Article 7 – Invoicing and payment

Invoices are payable within fourteen (14) calendar days of the invoice date, unless a different payment term is specified in the quotation, agreement or invoice.

In the event of non-payment on the due date, interest on arrears and liquidated damages shall be payable by operation of law and without prior notice of default in accordance with the applicable Belgian legislation on late payment in commercial transactions.

In the event of late or incomplete payment, Keep Growing may, after a reasonable reminder, suspend the performance of ongoing services or access to the Platform in whole or in part until all outstanding amounts have been paid in full.

Complaints about an invoice must be substantiated and reported in writing within eight (8) calendar days of the invoice date. Failing this, the invoice shall be deemed accepted, without prejudice to mandatory legal rights.

Article 8 – Suspension and termination

Either party may terminate the contract in whole or in part if the other party fails to remedy a material contractual defect within a reasonable time after written notice of default.

Keep Growing may suspend performance in whole or in part if the Customer fails to fulfill its payment obligations, misuses the Platform, compromises the security of systems or seriously impedes the performance of the Services.

In the event of bankruptcy, liquidation, cessation of operations or similar condition of the Customer, Keep Growing may terminate the agreement with immediate effect for the unfulfilled portion.

Upon termination, all amounts due for performance already delivered or commenced at the time of termination shall remain due and payable.

Article 9 – Confidentiality and references

Each party shall treat the other party’s confidential information with appropriate care and use it only for the performance of the agreement.

Confidential information includes all non-public commercial, technical, operational, financial and substantive information whose confidential nature is reasonably known.

Keep Growing will use the Customer’s name, logo or concrete case as a reference or in marketing materials only if the Customer gives prior written consent.

Article 10 – Data protection

The parties undertake to comply with applicable data protection regulations, including the General Data Protection Regulation (AVG/GDPR).

The Customer remains responsible for the lawful submission of personal data of employees, participants, contacts or other Users to Keep Growing.

Where Keep Growing is acting as a processor in the context of a specific service, the parties may make separate arrangements, such as in a processor agreement or in a specific annex.

Keep Growing’s privacy policy and cookie policy do not form part of these terms and conditions, but continue to apply separately where relevant.

Article 11 – Intellectual property and rights of use.

All intellectual property rights in the Services, Platform, standard content, methodologies, formats, templates, templates, prompts, scripts, libraries, source files, designs and other materials of Keep Growing remain the exclusive property of Keep Growing or its licensors.

Unless expressly agreed otherwise in writing, upon full payment, Customer acquires a non-exclusive, non-transferable right to use the Deliverables only for its own internal professional purposes and for the purpose for which the Deliverables were delivered.

The transfer of ownership or broader exploitation rights to source files, editable project files, authoring tools, Storyline or Rise source files, raw editing files, standard components, generic formats or underlying frameworks only occurs if expressly agreed in writing.

The Customer retains ownership of its own input materials. The Customer grants Keep Growing for the duration of the agreement the right to use those materials for the performance of the Services.

Article 12 – Liability

Keep Growing shall only be liable for direct damages that are the direct and necessary result of an attributable contractual failure, to the extent that the Customer has given Keep Growing timely and sufficiently specific notice thereof and Keep Growing, where possible, has been given a reasonable opportunity to remedy the failure.

Except in cases of willful misconduct, gross negligence, or cases where liability cannot be excluded or limited by law, Keep Growing’s total contractual and extra-contractual liability per agreement shall be limited to the amount effectively paid by the Customer to Keep Growing for the agreement in question during the twelve (12) months preceding the claim, or, if the agreement was for a shorter period, during the effective term of that agreement.

Keep Growing shall not be liable for indirect damages, consequential damages, lost profits, lost savings, loss of opportunity, loss of reputation, loss of data, damages resulting from Customer’s decisions, or damages resulting from the operation of third-party systems, software or services, except to the extent such exclusion is not permitted by law.

Article 13 – Force majeure

Neither party shall be liable for any delay or non-performance resulting from force majeure, which shall include, but not be limited to, failures in telecommunications or Internet connections, cyber incidents, failure of hosting or software suppliers, fire, illness of key personnel, strikes, governmental measures and other circumstances beyond the reasonable control of the party concerned.

The party claiming force majeure shall notify the other party as soon as possible. During the period of force majeure, the obligations of the party concerned shall be suspended for the duration of the force majeure situation.

If the force majeure lasts longer than sixty (60) calendar days, each party may terminate the contract for the part not yet performed, without entitlement to compensation. However, performances already rendered shall remain due.

Article 14 – Complaints

Customer shall report complaints regarding the performance of the Services or Deliverables in writing and with adequate justification within fifteen (15) Business Days after Customer identifies or reasonably should have identified the alleged problem.

The filing of a complaint does not suspend the Customer’s payment obligations, except for the disputed portion expressly acknowledged by Keep Growing.

Article 15 – Nullity, waiver and applicable law

Should any provision of these general terms and conditions be wholly or partially void, unenforceable or invalid, the remaining provisions shall remain in full force and effect. In that case, the parties will replace the provision in question with a valid provision that comes as close as possible to the original economic and legal purpose.

The failure of Keep Growing to immediately enforce a right or provision cannot be considered a waiver of right.

All agreements with Keep Growing are exclusively governed by Belgian law. Disputes belong to the competent courts of East Flanders, without prejudice to mandatory applicable rules on jurisdiction.

ADDITIONAL CONDITIONS PER SERVICE

Article 16 – Keep Growing iDesign: scope and project operation.

For iDesign projects, the bid, project proposal or engagement letter define the concrete scope, deliverables, formats, review times, schedule and price.

iDesign assignments may include analysis, advice, didactic design, storyboard, content creation, production, testing, publication, implementation support and evaluation. Only those components explicitly agreed upon are part of the assignment.

Article 17 – Keep Growing iDesign: feedback, review and acceptance

Customer shall provide feedback on concepts, designs, storyboards, test versions or other interim deliverables within ten (10) Business Days of receipt, unless otherwise agreed in writing.

Feedback is delivered in a consolidated manner from one clear point of contact on the Customer side. Fragmented or late feedback may give rise to scheduling effects and/or additional work.

Unless otherwise agreed, the price includes the number of review or correction rounds specified in the quotation. In the absence of listing, the price includes one consolidated feedback round per formal approval time.

If the Customer does not respond in a timely manner, Keep Growing may adjust the schedule. An interim or final delivery is deemed to be accepted for the reasonably assessable aspects if the Customer does not formulate reasoned comments within the agreed period.

Article 18 – Keep Growing iDesign: formats, integrations and source files

Deliverables will be delivered in the format agreed upon in the quotation or order confirmation. Any implementation in an LMS, intranet, learning portal or other system of the Client is only part of the assignment if it is explicitly included.

Compatibility with third-party systems depends in part on the technical environment, settings, access rights and standards of those third parties. Keep Growing is not liable for limitations or changes in third-party systems beyond its reasonable control.

Licenses for third-party software, platforms, stock materials, fonts, plug-ins or authoring tools are the responsibility of the Customer, unless expressly agreed otherwise.

Article 19 – Keep Growing Academy: Platform, licensing and use

The Customer is granted access to the Platform and the learning content and functionalities currently included within the chosen formula or license for the agreed duration.

Each license grants a personal, non-exclusive and non-transferable right of use to one individual User. Sharing of accounts or login credentials is not permitted.

Licenses or packages may, if the parties agree, be combined, expanded or modified by additional order, quotation or written confirmation.

Keep Growing may temporarily suspend a User’s access if there is abuse, security risks or violation of the rules of use.

Article 20 – Keep Growing Academy: duration, extension and termination

Unless otherwise agreed in writing, an Academy Agreement is entered into for one (1) year.

Thereafter, the agreement will automatically renew for successive one (1) year periods unless either party gives written notice of termination no later than thirty (30) calendar days prior to the end of the current period.

Upon termination, the right to use the Platform ends on the last day of the current subscription period, unless otherwise agreed in writing.

Article 21 – Keep Growing Academy: price adjustments upon renewal

Keep Growing may adjust its Academy rates at the start of a new subscription period.

A price adjustment for a renewal will be communicated no later than thirty (30) calendar days before the start of the new subscription period.

If the Customer does not wish to accept the adjusted price, he may terminate the agreement in writing at the latest before the start of the new subscription period. In this case, the adjusted price shall not apply for the current period.

Article 22 – Keep Growing Academy: availability, support and platform changes

Keep Growing manages the Platform with reasonable care, but makes no guarantee of uninterrupted or completely error-free availability. Maintenance, updates, interventions or failures may cause temporary interruptions.

Support is provided via Keep Growing’s designated contact channels during normal business hours and in principle includes technical or platform-related support. Content consultancy, additional guidance or custom support is only included if expressly agreed upon.

Keep Growing may update or modify the content, structure and functionalities of the Platform for reasons of quality, security, compliance, user experience or product development. Keep Growing will not make any material negative change to the agreed core functionalities during the current subscription period without a valid reason. If a change does have a material negative impact, the parties will consult on a reasonable solution.

Article 23 – Keep Growing Academy: reporting and usage data

To the extent provided in the Platform, Keep Growing may make available reporting or usage information regarding participation, progress, activity or other relevant usage data.

The nature and extent of such reporting will depend on the functionalities of the Platform and on the formula or configuration chosen.

The Customer remains solely responsible for using that reporting in its internal processes and for submitting any grant, audit or compliance applications to third parties.

Article 24 – Keep Growing Consultancy: nature of performance

Consulting assignments from Keep Growing involve analysis, guidance, structuring, process optimization, change support, training and customized advice.

Consultancy is always provided as professional guidance and advice based on the information available at the time. Unless expressly agreed otherwise in writing, the final decision-making and implementation responsibility remains with the Client.

Article 25 – Keep Growing Consultancy: planning, sessions and dependencies

Consultancy assignments are carried out according to the schedule and scope as agreed in quotation or order confirmation.

When interviews, workshops, observations, work sessions or other times at the Client’s premises are necessary, the Client will ensure timely availability of the persons, locations, dates and inputs involved.

If the Client cancels a scheduled session less than two (2) Business Days in advance and therefore reserved capacity is lost, Keep Growing may charge the reasonably incurred costs or reserved time, to the extent this was clearly communicated in advance in the quote or order confirmation.

Article 26 – Keep Growing Consultancy: use of advice and deliverables

Reports, analyses, proposals, presentations and other consulting deliverables are intended for internal professional use by the Client in the context of the agreed assignment.

The Client remains solely responsible for how it applies advice, recommendations or suggestions from Keep Growing in its organization, processes, HR policies or operational operation.

Unless expressly agreed otherwise, Keep Growing does not provide legal, tax or regulated specialized advice. If such an assessment is necessary, the Customer warrants the engagement of appropriate advisors.

Article 27 – Final provision

These general terms and conditions do not replace the need, where necessary, for additional practical agreements to be made on a project-by-project or service-by-service basis in offers, attachments, SLAs, processing agreements or project plans. Such documents complement these terms and conditions and prevail in case of contradiction.