Cookie Consent
By clicking “Accept”, you agree to the storing of cookies on your device to enhance site navigation, analyze site usage, and assist in our marketing efforts. View our Cookies Policy for more information.
The following definitions (and additional definitions provided below) will apply to these terms and conditions of Stellar Labs BV (the “Terms and Conditions”):
Stellar Labs BV is a limited liability company established, organized and existing under Belgian law, with registered office at Grote Koraalberg 11, 2000 Antwerpen Belgium, and registered with the Crossroads Bank for Enterprises under the company number 0735.437.073;
“Agreement” means these Terms and Conditions together with any (Licensing) Schedules between Stellar Labs and the Customer;
“Authorized users” mean users who are authorized to access the Software Service through a user account created byStellar Labs or the Customer;
“Confidential Information” means any and all information disclosed by the Disclosing Party to the Receiving Party that is (i) marked “confidential” or “proprietary”, including orally conveyed information designated confidential at the time of disclosure provided that it is reduced to a written summary marked “confidential” that is supplied to the Receiving Party within thirty (30) calendar days of the oral disclosure, or (ii) regardless of whether so marked or identified, all information that would reasonably be considered confidential, including, without limitation, pricing, terms, attachments, appendices and all information related to the software associated with this Agreement. Confidential Information of Stellar Labs will be deemed to include the Software Service and its source code. Confidential Information of the Customer will be deemed to include the Customer Content;
“Customer” means every legal entity that concludes an agreement with Stellar Labs with regard to the SoftwareService and/or Professional Services;
“Customer Data” means data, information or material provided or submitted by Customer or its Authorized Users toStellar Labs whether through the Software Service or otherwise; “Data Protection Legislation” means the EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), together with the codes of practice, codes of conduct, regulatory guidance and standard clauses and other related legislation resulting from such Directive or Regulation, as updated from time to time;
“Disclosing Party” means the Party that discloses Confidential Information under this Agreement; “Documentation” means any documentation provided by Stellar Labs concerning the use of the Software Service;
“Documentation” means any documentation provided by Stellar Labs concerning the use of the Software Service;
“Effective Date” means the date that is mentioned on the Licensing Schedule attached, i.e. the indication of the start of the Initial Term;
“Fee(s)” means the fee paid by the Customer as a consideration for the Software Service as set forth in the Licensing Schedule;
“Intellectual Property Rights” means any and all now know nor hereafter existing (a) rights associated with works of authorship, including copyrights, design rights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights, know-how; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, (f) trade and business names, domain names, database rights and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered); (g) all registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world;
“Licensing Schedule” means a form of quotation submitted by Stellar Labs to the Customer in which the terms and conditions of this Agreement are or are deemed to be incorporated;
“Party” or “Parties” means the Supplier and/or the Customer;
“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
“Professional Services” mean the professional services to be delivered by Stellar Labs, upon Customer’s explicit written request, pursuant to the Licensing Schedule and Schedule 1;
“Receiving Party” means the Party that receives Confidential Information under this Agreement;
“Software Service” means Stellar Labs’s online platform service as further described in the Licensing Schedule and applicable Documentation;
“Term” means each of the Initial Term and the Renewal Term, as applicable;
“Third Party” means any legal or natural person that is not a Party or an Authorized User;
“Virus” means a virus, cancelbot, worm, logic bomb, Trojan horse or other harmful component of software or data.
“Work Order” means a duly executed work order setting out, at a minimum, the scope, assumptions and fees of the Professional Services to be delivered by Stellar Labs to Customer pursuant to this Agreement.
The terms and conditions set forth in these Terms andConditions apply to all contracts and schedules relating to the use of the Software Services and the delivery of Professional Services between Stellar Labs and the Customer, except when special written agreements between Stellar Labs and the Customer stipulate otherwise. These Terms and Conditions of Stellar Labs are deemed to be read, understood and accepted by the Customer when the Customer or its Authorized Users start using the Software Service. These Terms and Conditions are deemed accepted even when they are conflicting with the Customer’s general or special purchasing terms and conditions. The fact that Stellar Labs did not explicitly reject the terms and conditions of the Customer referred to in any contract or Licensing Schedule cannot be interpreted by the Customer as an acceptance by Stellar Labs of such terms and conditions.
3.1 Software Services license
3.1.1. Subject to these Terms and Conditions and timely payment of the Fees by the Customer, Stellar Labs grants the Customer and its Authorized Users, for the Term, a renewable, worldwide, restricted, personal, non-exclusive, non-transferable, non-assignable, license, without the right to sub-license, to access and use the Software Service for the Customer’s internal business purposes. The aforementioned license is granted as of the Effective Date.
3.1.2. Stellar Labs reserves the right to make, in its sole discretion, any material or non-material changes and/or updates to the functionality of the Software Service. Stellar Labs will notify the Customer of material changes (i.e. changes that materially affect the core functionalities of the Software Service) via e-mail or via notification in the Software Service. These changes will enter into force fifteen (15) calendar days after written notice from Stellar Labs to the Customer. In the event Stellar Labs materially reduces the core functionalities of the Software Service the Customer has the right to terminate the Agreement in accordance with Article 11.2 of these Terms and Conditions. In the event the Customer has not notified Stellar Labs of such termination within the aforementioned fifteen (15) calendar days period, Customer irrevocably and unconditionally accepts such changes and will no longer be entitled to terminate the Agreement.
3.2. Restrictions
The Customer nor any Authorized User is allowed to use the Software Service or a component thereof in a manner not authorized by Stellar Labs. Within the limits of the applicable law and unless agreed otherwise, the Customer nor Authorized User is permitted to (i) sell, rent or make otherwise transfer of make the Software Service available to any Third Parties, unless explicitly agreed with Stellar Labs; (ii) adapt or modify in any manner the Software Service; (iii)
(attempt to) decompile, reverse engineer, disassemble, or otherwise derive the source code or the underlying components of the Software Service; or (iv) use the Software Service for any unlawful, invasive, infringing, defamatory or fraudulent purpose. The Customer remains fully responsible for its Authorized Users’ compliance with these Terms and Conditions.
3.3. Customer Data license
The Customer grants Stellar Labs, for the Term, a non- exclusive, royalty-free, transferable, assignable, sublicensable license to use, copy, store, transmit and display the Customer Data to the extent necessary to perform its obligations under this Agreement, and to research, develop, improve or support the Software Service provided by Stellar Labs, provided that such data is used in an anonymous or aggregated form where no such information could directly identify or will reasonably be used to identify the Customer, Authorized Users or other data subjects contained therein.
3.4. Generative AI
Stellar Labs may integrate generative artificial intelligence tools of Third Parties such as large language models (“Generative AI”) in the Software Service. Such Generative AI may be subject to additional license terms and conditions. Upon first request of the Customer, Stellar Labs will provide Customer with a list of Generative AI and the applicable terms. In any event, Stellar Labs warrants that (i) it will not make available Generative AI in the Software Service that uses Customer Data to further train its models and (ii) the ownership of Customer Data will always remain with the Customer in accordance with Article 4.2. Where Personal Data is processed by the Generative AI, Stellar Labs will conclude a Data Processing Agreement with the relevant Third Party in accordance with Article 10 and the Data Protection Legislation.
4.1. Stellar Labs and its suppliers will at all times retain all Intellectual Property Rights in and to the Software Service and Professional Services. All rights in and to the Software Service and Professional Services not expressly granted to the Customer in the Agreement are reserved by Stellar Labs. No license is granted to the Customer except as to use of the Software Service as expressly stated herein. Stellar Labs’s name, Stellar Labs’s logo, and the product names associated with the Service are trademarks of Stellar Labs or Third Parties, and they may not be used without Stellar Labs’s prior written consent.
4.2. Customer (or its licensors if applicable) shall be the sole and exclusive owner of all (rights relating to the) Customer Data including (i) any modification of such Customer Data or (ii) any materials resulting from the processing of the Customer Data, except, for the avoidance of doubt, any generalized tools, programs, algorithms and benchmarks built or developed by Stellar Labs based on data collected from the Customer (whether or not such data is Confidential Information of the Customer), which shall be the sole and exclusive property of Stellar Labs.
4.3. Stellar Labs is free (but in no way obligated) to use and incorporate any ideas, suggestions or recommendations provided by the Customer or its Authorized Users (“Feedback”) in the Software Service, without payment of royalties or other consideration to the Customer.
5.1. Stellar Labs warrants that the Software Service will substantially conform to the Documentation and/or Licensing Schedule. Except as expressly stated in the Agreement, the Software Service will be provided by Stellar Labs "as-is" and "as available" and Stellar Labs disclaims any and all other warranties (express, implied or statutory, or otherwise). In particular, Stellar Labs does not warrant that the Software Service is error-free or that the use of the Software Service shall be uninterrupted, that Stellar Labs will detect any or every defect in Customer’s systems or that any or all problems with respect to the Software Service can be solved, and hereby disclaims any and all liability on account thereof. Stellar Labs agrees to use all commercially reasonable efforts to fix bugs reported by Customer.
5.2. The Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability and copyright of all Customer Data. The Customer warrants that the provided Customer Data shall not (i) infringe any Intellectual Property Rights of Third Parties; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic or unlawful; (iv) contain any Viruses, whether or not intended to damage the Software Service; or (v) otherwise violate the rights of a Third Party. Any use of the Software Service in violation of these representations and warranties by the Customer or any Authorized User constitutes unauthorized and improper use of the Software Service.
6.1. To the maximum extent permitted under applicable law, the maximum liability of each Party to the other Party arising out of this Agreement will not in any event exceed the Fees paid or payable by the Customer to Stellar Labs during the preceding twelve (12) month period. The aforesaid restrictions do not apply to a Party’s liability resulting from (i) fraud or deceit, and/or (ii) intentional misconduct.
6.2. For the avoidance of doubt, it is specified that neither Party will in any event be liable for any indirect, consequential or other similar damages (including but not limited to damages for loss of profit, revenue, business, contracts or clients, loss of or corruption of data, loss of goodwill, damages to equipment and reputational damages, opportunity loss, loss of anticipated savings, and costs of procuring replacement goods or services), even if such Party has been advised or notified of the possibility of such costs or damages.
7.1. Stellar Labs will defend, indemnify and hold harmless the Customer from each and every founded and well- substantiated demand, claim, loss, liability, or damage of any kind whatsoever, including reasonable attorney’s fees, whether in tort or in contract, incurred by reason of, or arising out of, against any claim brought by Third Parties to the extent such claim is based on an infringement of the Intellectual Property Rights of such Third Party by the Software Service and excluding any claims resulting from (i) any unauthorized use of the Software Service by the Customer or any Authorized User or any use not in accordance with this Agreement and/or the Documentation, (ii) the Customer’s or any Third Party’s modification of any of the Software Service, (iii) the Customer’s failure to use the most recent version of the Software Service made available to it, or (iv) the Customer' use of the Software Service in combination with any Third Party products or services.
7.2. Such indemnity obligation will be conditional upon the following: (i) Stellar Labs is given prompt written notice of any such claim; (ii) Stellar Labs is granted sole control of the defense and settlement of such a claim; (iii) upon Stellar Labs’s request, the Customer fully cooperates with Stellar Labs in the defense and settlement of such a claim, at Stellar Labs’s expense; and (iv) the Customer makes no admission as to Stellar Labs’s liability in respect of such a claim, nor does the Customer agree to any settlement in respect of such a claim without Stellar Labs’s prior written consent. Provided these conditions are met, Stellar Labs will indemnify the Customer for all direct and foreseeable damages and costs incurred by the Customer as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by Stellar Labs pursuant to a settlement agreement.
7.3. In the event the Software Service or any part thereof, in Stellar Labs’s reasonable opinion, is likely to or become the subject of a Third Party infringement claim, Stellar Labs will have the right, at its sole option and expense, to: (i) modify the (allegedly) infringing part of the Software Service so that it becomes non-infringing while preserving equivalent functionality; (ii) obtain for the Customer a license to continue using the Software Service in accordance with this Agreement; or (iii) terminate this Agreement and pay to the Customer an amount equal to a pro rata portion of the Fees for the remaining part of the Term.
7.4. The foregoing states the entire liability and obligation of Stellar Labs and the sole remedy of the Customer with respect to any infringement or alleged infringement of any Intellectual Property Rights caused by the Software Service or any part thereof.
7.5. The Customer shall defend and indemnify Stellar Labs against any founded and well-substantiated claims brought by Third Parties to the extent such claim is based on (i) an infringement of any Intellectual Property Rights of such Third Party by Customer Data or other Customer systems, materials or software, (ii) any breach or violation by the Customer or its personnel of any provisions of this Agreement, and/or (iii) fraud, intentional misconduct, or gross negligence committed by the Customer or its personnel. Such indemnity obligation shall be conditional upon the following: (i) the Customer is given prompt written notice of any such claim; (ii) the Customer is granted sole control of the defense and settlement of such a claim; (iii) upon Customer’s request, Stellar Labs fully cooperates with the Customer in the defense and settlement of such a claim, at Customer’s expense, and (iv) Stellar Labs makes no admission as to the Customer’s liability in respect of such a claim, nor does Stellar Labs agree to any settlement in respect of such a claim without the Customer’s prior written consent. Provided these conditions are met, the Customer shall indemnify Stellar Labs for all direct and foreseeable damages and reasonable costs incurred by Stellar Labs as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by the Customer pursuant to a settlement agreement
8.1 Price
8.1.1. Unless agreed otherwise, the Fees for the Software Service and/or Professional Services set out in the Licensing Schedule and/or Work Order are a net price exclusive of any applicable taxes and charges.
8.1.2. Any recurring Fees agreed upon between the Parties, shall be subject to price revision, at the latest fifteen (15) days prior to each Renewal Term and in accordance with the Agoria “Referte loonkostenindex Digital” index (available at www.agoria.be). In case this index is no longer published, the index replacing it shall apply. The indexation will be done in accordance with the following formula: P = Po x (0.20 + 0.80 x (S/So)) ) Whereby: P = reviewed (annual- Fees (excluding VAT); Po = Fees as agreed in the Proposal; S = reference wages according to the Agoria-index applicable at the Effective Date. The Parties agree that a negative index can under no circumstances impact the Fees agreed upon by the Parties. Indexation can thus never give cause to lower prices than the Fees agreed upon in a Licensing Schedule.
8.1.3. Any complaint about invoiced amounts must be lodged with Stellar Labs by registered letter within ten (10) days after receipt of the invoice. If Customer disputes only part of the invoice, he will not be entitled to suspend payment of the undisputed amounts.
8.2. Payment
8.2.1. During the Term Customer agrees to pay the Fees as set forth in the Licensing Schedule and/or Work Order in accordance with the payment schedule included in the Licensing Schedule and/or Work Order. The invoice will provide a detail of the provided services.
8.2.2. All invoices for any charges under this Agreement are due and payable within thirty (30) calendar days of the invoice date, unless specified otherwise in the Licensing Schedule and/or Work Order.
8.2.3. Stellar Labs has the right to send its invoice electronically. Customer shall provide (and update if necessary) a correctly functioning e-mail address to which the electronic invoice can be sent. An electronic invoice will be considered correctly received by Customer on the same day it is sent to this e-mail address.
8.2.4. All payment obligations are non-cancellable, and all amounts paid are non-refundable. Amounts due are exclusive of all applicable taxes, levies, or duties, and Customer will be solely responsible for payment of all such amounts. All amounts are payable in Euro. All amounts not paid by the Customer on the due date mentioned in the invoice will bear interest in accordance with the law of 2 August 2002 on combating late payments in commercial transactions, as of the due date, as well as a lump sum indemnity equal to ten percent (10%) of the invoiced amount. Moreover, Stellar Labs reserves its right to suspend access to the Software Service and/or further delivery of any Professional Services.
9.1. Stellar Labs shall during the Term use its best efforts to provide support and maintenance services relating to the Software Service.
9.2. Subject to the payment of the Fees, Stellar Labs shall provide to the Customer the Professional Services set out in the applicable Licensing Schedule or Work Order in accordance with the special terms of Schedule 1.
9.3. The Customer shall co-operate with Stellar Labs and provide such assistance, information and equipment as reasonably requested by Stellar Labs to be able to adequately perform the Professional Services. Where performance of the Professional Services is delayed by the Customer (or a Third Party acting under the Customer’s control or on the Customer’s behalf), including as a result of Customer dependencies not being met, any costs incurred by Stellar Labs as a result thereof shall be paid by the Customer. The Customer acknowledges and agrees that in the event the Customer fails to fulfil any of its obligations under the Agreement, the timeline and fees as specified in the relevant Licensing Schedule may be adversely impacted.
10.1. Each Party shall and will ensure that its personnel and (sub)contractors will at all times comply with its/their respective obligations under all applicable Data Protection Legislation. Parties agree to conclude a separate Data Processing Agreement in respect of all Personal Data processed under this Agreement.
11.1 Term
This Agreement shall enter into force and be effective as of the Effective Date and shall remain in effect as specified in the Licensing Schedule (the "Initial Term"). The Agreement will automatically renew for successive equal periods (each a "Renewal Term") beginning at the end of the Initial Term (or the then current Renewal Term), unless otherwise specified in the specified in the Licensing Schedule. If a Party wishes not to renew the Agreement, that Party can file a notice of termination at the latest three (3) months prior to the end of the Initial Term or the then current Renewal Term, as applicable.
11.2. Termination
11.2.1. Stellar Labs may with immediate effect terminate this Agreement (or alternatively, in its sole discretion, suspend access to the Software Service) due to material breach of this Agreement upon giving written notice or in case of infringement of Stellar Labs’s Intellectual Property Rights. Stellar Labs may also suspend access to the Software Service if the Customer fails to pay to Stellar Labs any amount due hereunder and fails to cure such failure to pay within thirty (30) calendar days from the date of a written payment default notice from Stellar Labs.
11.2.2. Either Party may terminate this Agreement by written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) calendar days from receipt of a default notice.
11.2.3. Either Party may terminate this Agreement by written notice to the other Party, effective as of the date of delivery of such notice, if the other Party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business.
11.2.4. Upon termination of this Agreement for whatever reason (i) the Customer will promptly pay Stellar Labs all Fees and other amounts earned by or due to Stellar Labs pursuant to this Agreement, up to and including the date of termination, (ii) all user rights granted to the Customer and the Authorized Users pursuant to this Agreement, including the rights to use the Software Service as per Article 3, will automatically terminate. Termination of this Agreement on whatever ground will be without prejudice to any right or remedy that has accrued prior to the actual termination.
11.2.5. The provisions of this Agreement that are expressly or implicitly intended to survive termination will survive any expiration or termination of this Agreement.
12.1. The Customer undertakes to keep confidential all information disclosed pursuant to or in connection with this Agreement (whether or not such information is expressly stated to be confidential or designated as such) and therefore not to disclose such Confidential Information to others or use it for purposes other than the execution of this Agreement with Stellar Labs.
12.2. The Receiving Party’s obligations with regard to the Confidential Information will remain in force for a period of five (5) years after the termination of this Agreement unless a confidentiality agreement between the Parties stipulates otherwise.
12.3. Upon termination of this Agreement, for whatever reason, the Receiving Party will return all Confidential Information of the Disclosing Party and all copies thereof to the Disclosing Party or, at the Disclosing Party's option, erase or destroy all Confidential Information within ten (10) days of receipt of such written request.
13.1. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
13.2. No Partnership. No joint venture, partnership, employment, or agency relationship exists between Customer and Stellar Labs as a result of this Agreement or use of the Services.
13.3. No Waiver. The failure of a Party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by that Party in writing.
13.4. References. Stellar Labs is entitled to make public reference to the Customer as a customer of Stellar Labs and to use the Customer’s name and logo on its website for this purpose only (for the avoidance of doubt, without, in any event, disclosing any Confidential Information), after prior written approval of the Customer.
13.5. Force Majeure. Except for the payment of the Fees or other charges payable by the Customer, if the performance of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labour disputes, power failures, cybercrime, unauthorized access to Stellar Labs’s information technology systems by ThirdParties, or any other causes beyond the control of such Party, that Party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.
13.6. Non-Assignment. This Agreement may not be assigned by a Party to a Third Party or an Authorized User without the prior written approval of the other Party, not to be reasonably withhold.
13.7. Notice. Each Party must deliver all notices or other communications required or permitted under this Agreement in writing to the other Party at the address provided by the Party by e-mail. Each Party will provide the contact details of a single point of contact to the other Party. Notice will be effective upon receipt or refusal of delivery. Each Party may change its address for receipt of notice by giving notice of such change to the other Party.
13.8. Entire Agreement. This Agreement, together with its schedules and any applicable Documentation, comprises the entire agreement between Customer and Stellar Labs and supersedes all prior or contemporaneous negotiations,discussions or agreements, whether written or oral, between the Parties regarding the subject matter contained herein. No amendment to or modification of this Agreement will be binding unless in writing and signed by an authorized representative of each Party.
13.9. Applicable law and Jurisdiction. This Agreement shall be construed in accordance with its provisions, without any strict interpretation in favor of or against one of the Parties and in accordance with Belgian law, without application of any conflict of laws. All disputes or controversies arising out of or in connection with this Agreement or its subject matter that cannot be resolved by amicable settlement within a term of thirty (30) days from the date that the dispute is referred from one party to the other, shall be subject to the exclusive jurisdiction of the courts of Antwerp, section Antwerp.
These special terms for Professional Services only apply where Stellar Labs delivers Professional Services to the Customer as set out in the applicable Licensing Schedule and/or Work Order. These special terms supplement the Terms and Conditions of Stellar Labs and in the event of any conflict between these special terms and the Terms and Conditions, these special terms will prevail.
Professional Services refers the learning & development advisory services of Stellar Labs including, but not limited to, open and online training programs, L&D audits, design, consulting, implementation of specific methodologies, development of specific L&D platforms, tailored workshops and keynotes.
1.1. Any Professional Services will be provided pursuant to a Work Order agreed to and signed by a duly authorized representative of both Parties. Each Work Order will be in a format agreed between the Parties, will incorporate by reference the terms of the Agreement, and will set forth the Professional Services and/or deliverables to be provided by Stellar Labs, the applicable assumptions and Customer dependencies, the Fees to be paid to Stellar Labs, the applicable acceptance criteria, if any, and such additional terms and conditions as the Parties may mutually agree. In the event of conflict between a Work Order and these special terms or a Licensing Schedule, the terms of the Work Order will prevail.
1.2. Stellar Labs will perform the Professional Services on a best-efforts basis, in a professional manner and will use reasonable skill and care in performing the Professional Services. Stellar Labs will provide reasonable efforts to deliver the Professional Services in accordance with any delivery dates set out in the applicable Work Order. However, any timeframe for performance specified in a Work Order will be indicative target dates only, unless expressly stipulated in the relevant Work Order to be binding milestones.
1.3. The Customer will co-operate with Stellar Labs and provide such assistance, information and equipment as reasonably requested by Stellar Labs to be able to adequately perform the Professional Services. Where performance of the Professional Services is delayed by the Customer (or a third party acting under the Customer’s control or on the Customer’s behalf), including as a result of Customer dependencies not being met, any costs incurred by Stellar Labs as a result thereof will be paid by the Customer. The Customer acknowledges and agrees that in the event the Customer fails to fulfil any of its obligations under the Agreement or a Work Order or should any assumptions specified in a Work Order prove incorrect, the timeline and fees as specified in the relevant Work Order may be adversely impacted.
1.4. If a Work Order 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 Customer. Stellar Labs can refuse premises that do not meet the quality standards or are not qualified as suitable by Stellar Labs.
2.1. Travel expenses, food and drinks of participants and trainers or facilitators are at the expense of the Customer or Attendees, unless explicitly stated otherwise. Stellar Labs cannot be held liable for this, nor for refunds in case of cancellation or change.
2.2. The rates and Fees of the Professional Services are exclusive of all expenses of Stellar Labs (including but not limited to travel expenses, transportation (car hire, mileage allowances, flights, meals, materials), unless otherwise stated in the Work Order, and will be invoiced separately or added separately on the invoices.
3.1. If and when the Customer wishes to cancel confirmed Professional Services, all customised or specific design, concept, material fees and costs already incurred by Stellar Labs, as well as all costs and fees of partners and trainers involved in the set-up and execution of the Professional Services shall be payable. At least the followingcancellation fees shall apply to all Professional Services (fixed fee to be increased by proven expenses, costs and fees, if applicable):o less then 30 calendar days before start up = 100% of quoted rate.o less then 45 calendar days before start up = 75% of quoted rate.o less then 60 calendar days before start up = 50% of quoted rate.o up to 75 calendar days before start up = 25% of quoted rate.
3.2. Any cancellation must be notified to Stellar Labs in writing by email or registered letter. If Stellar Labs has already incurred costs or expenses, such as the performance of services by knowledge partners or trainers, the Customer shall also reimburse these costs at actual costs (back-to-back).
3.3. If Stellar Labs has to cancel (not alter) the Professional Services due to unavailability of a qualified trainer, insufficient attendees or other reasons affecting a program, Stellar Labs will inform the Customer as soon as possible and will reimburse any amounts paid for the Professional Services within a reasonable delay.
3.4. If a Work Order is terminated by the Customer, Customer shall compensate Stellar Labs for all services performed and costs incurred up to the effective date of termination, while Stellar Labs reserves the right to seek compensation for lost profits in the event of wrongful termination.
4.1. In the case of customised Professional Services, the Customer may change the date and time of the Professional Services by mutual agreement with Stellar Labs up to 30 days before the start of the Professional Services as indicated in the Work Order. Stellar Labs may charge already incurred costs or expenses at actual cost (back-to-back) to the Customer.
4.2. Subject to Stellar Labs' approval, the Customer may change its booking for a general training course to a later scheduled time or designate (replace) the registered persons up to 30 days before the start of such training course.4.3. Stellar Labs is entitled, if necessary, to reschedule or relocate the Professional Services and to change or replace the trainer as long as this does not compromise the essential purpose of the Professional Services. For customised Professional Services, this will be done by mutual agreement with the Customer.
5.1. If the Professional Services are delivered for a fixed fee or rate upon the confirmation of the Work Order 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 Professional Services: 40% is due.
- At the end of the project, hand-over, delivery, last part of the Professional Services: 10% is due.
5.2. If the Customer has ordered customised Professional Services, in accordance with the specified milestones in theWork Order, the following terms apply:
- 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 the Professional Services.
5.3. Any expenses incurred for the preparation and the delivery as such of the Professional Services are due when invoiced to Customer in accordance with Article 8 of the Terms and Conditions.
6.1. All materials provided in whatever form (data, presentations, hand-outs, ...) during the Professional Services (e.g., workshop, training or keynote) are and remain the property of Stellar Labs or her partners. These materials are exclusively provided, in their specific format for internal and personal use of the Customer or the attendees only and without any right or permission to any other use. The restrictions of Article 3.2 of the Terms and Conditions apply in full to these materials.
6.2. In the case of customised Professional Services, Customer may make free internal use within its organisation of any deliverables, audit results, materials and reports provided by Stellar Labs.
6.3. The Customer and any attendee of Professional Services recognise all Intellectual Property Rights of Stellar Labsinto such materials and may not modify, remove or render illegible any copyright notices, digital watermarks,proprietary legends or other notices of Stellar Labs contained on any materials.
7.1. Stellar Labs is authorised to process data of the Customer and any attendees for the performance of Professional Services. By ordering or attending Professional Services (in the case of a training, keynote or workshop), Customer and any attendees consent to the use of photographs, short films or other materials taken during the performance of such Professional Services for marketing purposes or to be included in newsletters about the Professional Services or on social media.
Get neuroscience-fuelled insights for better, faster learning design, straight to your inbox.
