General conditions

1. Definitions

Elevate means Elevate Management & Advisory, a Belgian commercial entity registered in Waregem (hereafter also "we", "us"). Client means the legal entity that engages Elevate via a signed proposal, statement of work or order form. Services means the advisory, consultancy, fractional or interim engagement described in the signed scope document.

2. Scope of services

The Services are described in a written scope document signed by both parties. Anything outside that scope is not included unless agreed in writing through a change order. We provide our Services on a best-efforts basis: we commit to the diligence and standard of care expected of a senior commercial leader in the relevant field, but we do not guarantee specific commercial outcomes such as a given revenue figure or close rate.

3. Fees and payment

Fees, currency, payment schedule and any expense policy are stated in the scope document. Unless stated otherwise:

• All fees are in EUR and exclusive of VAT.
• Invoices are payable within 30 calendar days of invoice date by bank transfer.
• Late payments accrue interest at the legal commercial interest rate under the Belgian Act of 2 August 2002, plus a fixed recovery indemnity of €40 in line with that act.
• Travel, accommodation and pre-approved third-party costs are billed at cost, with receipts.

4. Term and termination

Each engagement runs for the term stated in the scope document. Either party may terminate for material breach with 30 days written notice if the breach is not cured within that period. Either party may terminate for convenience with 60 days written notice; fees for work performed up to the termination date remain due. Insolvency, bankruptcy or comparable proceedings entitle the other party to terminate with immediate effect.

5. Intellectual property

Documents, playbooks, dashboards and templates created specifically for the Client during an engagement become the Client's property upon full payment of the related invoices. Pre-existing methodologies, frameworks, tools and know-how brought into the engagement remain the property of Elevate; the Client receives a perpetual, worldwide, royalty-free licence to use them internally for the purpose of operating the deliverables produced under the engagement.

6. Confidentiality

Each party will treat as confidential any non-public information of the other party that it receives in connection with the engagement, and will not disclose it to third parties except (i) to its own staff and advisors on a need-to-know basis under equivalent confidentiality obligations or (ii) where required by law or competent authority. Confidentiality survives termination for a period of three (3) years.

7. Data protection

Where Elevate processes personal data on behalf of the Client, the parties act as Controller (Client) and Processor (Elevate) within the meaning of Regulation (EU) 2016/679 ("GDPR") and a data processing agreement is entered into. For data Elevate processes about the Client's representatives in its own administration, Elevate acts as Controller; the relevant terms are set out in our Privacy policy.

8. Liability

Each party is liable for direct damage caused to the other party by its proven fault. Elevate's aggregate liability under or in connection with an engagement is capped at the fees paid by the Client to Elevate under that engagement during the twelve (12) months preceding the event giving rise to the claim. Neither party is liable for indirect or consequential damage, including lost profit, lost revenue, lost data or reputational damage. The cap and the exclusion do not apply in case of fraud, intentional misconduct or gross negligence.

9. Independence

Elevate operates as an independent service provider. Nothing in the engagement creates an employer-employee relationship, a partnership, an agency or a joint venture. Elevate is responsible for its own social and tax obligations.

10. Non-solicitation

During the engagement and for twelve (12) months thereafter, neither party will actively solicit the other party's staff or contractors who were materially involved in the engagement, without prior written consent. Responses to general public job advertisements are not considered solicitation.

11. Force majeure

Neither party is liable for failure to perform caused by events beyond its reasonable control (e.g. natural disaster, war, government action, large-scale internet outage). The affected party will notify the other in writing without delay and the parties will discuss in good faith how to continue the engagement.

12. Governing law and jurisdiction

The engagement is governed by Belgian law, excluding its conflict-of-laws rules. Any dispute that cannot be resolved amicably will be submitted to the exclusive jurisdiction of the courts of Kortrijk, Belgium, without prejudice to the right of either party to seek interim relief from any competent court.

13. Order of precedence

In case of conflict between documents, the order of precedence is: (1) the signed scope document or order form, (2) any data processing agreement, (3) these General conditions, (4) any annexes referenced therein.

14. Updates

These General conditions may be updated. The version applicable to a given engagement is the version in force at the date the scope document is signed. Material changes are notified to active clients in writing.