General Terms and Conditions of Services
Article 1: Purpose
These general terms and conditions apply to all offers issued by MindForest S.A. (hereinafter referred to as “MindForest”) as well as to all service assignments performed, unless otherwise agreed in writing.
MindForest is not bound by the general terms and conditions of the other party.
An offer issued by MindForest (hereinafter the “Offer”), once signed by both Parties and accompanied by these general terms and conditions, constitutes a contract between them. The signing of the Offer implies full acceptance of these general terms and conditions.
Article 2: Offers
MindForest offers are valid for thirty (30) days from their date of issue. Each Offer describes in detail the services to be provided (hereinafter the “Services”) by the Provider for the benefit of the Client.
The Services subscribed to by the Client are exhaustively listed in the Offer.
Any service not expressly included in the Offer is excluded from this contract, and its execution by MindForest will be subject to specific invoicing based on the applicable time-and-material rates. Likewise, services performed at the Client’s request which are later found to be outside the scope of this contract will also be invoiced separately.
If, at the Client’s request, the Services begin before receipt of the purchase order, all services performed will be invoiced on a time-and-material basis until the purchase order is received.
Article 3: Cost of Assignments and Pricing
All amounts stated in MindForest offers are exclusive of VAT.
These amounts are subject to changes based on the consumer price index and wage indexation. Outstanding balances at the time of index adjustment will be adapted accordingly.
Project management fees represent a fixed amount of 15% of the total project value.
These include resource management costs, travel expenses within Luxembourg, and various administrative costs.
In addition to the project costs mentioned, the Client shall reimburse MindForest for all direct additional expenses, including but not limited to travel expenses outside Luxembourg, accommodation costs, translation costs, and any other expenses incurred by MindForest in the execution of the services.
These will be subject to additional invoicing.
Article 4: Invoicing and Payment
MindForest services are invoiced on a monthly basis.
The Client agrees to pay each invoice within fifteen (15) days from receipt, by transfer to the designated bank account.
In case of late payment, interest may be applied in accordance with applicable legal provisions.
Article 5: Client Obligations
The Client acknowledges having provided all necessary information to MindForest prior to subscribing to the Services. MindForest shall not be held liable for delays or non-performance due to lack or inaccuracy of such information.
The Client acknowledges being fully informed of the Services and assumes responsibility for their choices based on their needs and capabilities.
The Client undertakes to inform MindForest of any changes or events affecting its activity that may impact contract execution, within a maximum of 15 days.
The Contract will then be amended accordingly.
Failing agreement, either Party may terminate the Contract. Such termination shall not be considered a fault of MindForest and may give rise to termination indemnities.
Failure to comply with the agreed schedule will result in additional fees (reopening a project phase delayed by more than 8 days may be charged at €250).
Article 6: MindForest Obligations
MindForest undertakes to perform the Services with due care and in accordance with professional standards. This obligation is strictly an obligation of means.
Article 7: Personal Data
MindForest processes personal data in strict compliance with applicable laws and regulations, including the EU Regulation 2016/679 (GDPR), as amended or replaced.
Article 8: Termination
Either Party may terminate the contract in case of breach by the other Party.
A formal notice must first be sent, granting 15 calendar days to comply. Failing compliance, termination may occur without notice.
If termination is attributable to MindForest, it remains entitled to payment for services performed.
In all other cases, MindForest retains the right to full contractual fees, minus any saved costs.
Article 9: Training, Workshops, and Webinars
Cancellation less than 15 days before a session: full amount due.
Cancellation more than 15 days before: 50% deposit retained.
Participant list must be provided 15 days prior.
MindForest may cancel sessions if minimum attendance is not met (no reimbursement of related costs).
MindForest may limit participants.
Program changes may occur if necessary.
Meals are billed separately.
Inter-company training sessions must be fully paid in advance.
Article 10: Deliverables
Deliverables are in French unless specified otherwise. Translation is at the Client’s expense.
Deliverables are sent electronically; printing is at the Client’s expense.
Printing services can be arranged at additional cost.
Parts of the agreed engagement may be supported by the use of artificial intelligence. All related activities and deliverables are reviewed with the utmost care by our consultants, who retain full professional responsibility for the content and advice provided.
Source files are not provided unless agreed and subject to additional fees.
Major revisions beyond version 3 are charged additionally.
Article 11: Intellectual Property
All deliverables are protected by intellectual property rights.
MindForest retains all rights unless otherwise stated.
Client-provided materials must not infringe third-party rights. The Client indemnifies MindForest accordingly.
The Client may only use deliverables internally and must not alter or distribute them improperly.
Article 12: Limitation of Liability
MindForest is only liable for direct material damage caused by its fault.
Indirect damages (loss of profit, business, reputation, etc.) are excluded.
Liability is capped at the amount paid by the Client.
Article 13: Confidentiality
Both Parties must keep confidential information private during and after the contract.
Exceptions include public information, prior possession, third-party disclosure, or legal obligations.
The Client acts as data controller when receiving personal data and must ensure compliance.
Article 14: Non-Solicitation
The Client agrees not to hire MindForest staff for one year after contract end.
Violation results in compensation equal to one year of gross salary.
Article 15: Insurance
MindForest confirms it holds liability insurance.
The Client is responsible for insuring its own premises, staff, and equipment.
Article 16: Subcontracting
MindForest may subcontract services in accordance with applicable regulations.
Article 17: Disputes
Disputes fall under Luxembourg courts.
Parties must first attempt amicable resolution and mediation.
If unresolved within 3 months, the case may be brought before Luxembourg courts.
Article 18: Language and Applicable Law
The contract is governed by Luxembourg law.
The French version prevails in case of discrepancies.
Article 19: Client Acceptance
The Client acknowledges full understanding and acceptance of these terms and waives conflicting documents.
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