Terms and conditions.

This is a translation. In case of any difference, the Dutch version prevails.

Article 1. Who we are and when these terms apply

1. Ginkgo Leaf VOF, Stokteloopstraat 58, 2400 Mol, Belgium, company number BE 1044.219.450, RPR Antwerp, Turnhout division, info@ginkgo-leaf.eu (hereinafter "Ginkgo Leaf" or "we").
2. The client is any business, organisation or person who orders a service or goods from us. A consumer is a natural person who orders for purposes outside their profession. For consumers, the rules of part E also apply.
3. These terms apply to all our quotes, orders and agreements. Part B applies to workshops and team building, part C to advice, audits and training, part D to the sale of goods.
4. In case of conflict, the following takes precedence: first what we agreed with the client in writing (such as the quote), then the specific part, then this general part.
5. The client's own terms and conditions do not apply, unless we accept them expressly and in writing.
6. An e-mail counts as writing.

Article 2. Quote and agreement

1. Our quotes are without obligation and valid for 30 days, unless the quote states a different date.
2. The agreement is formed as soon as the client signs the quote or accepts it by e-mail, or as soon as we confirm an order in writing. With that acceptance, the client also accepts these terms, which are attached to or referred to in the quote.
3. Changes after acceptance only apply once both parties have confirmed them in writing.
4. An obvious error in a quote, such as a typo in a price, does not bind us.

Article 3. Prices

1. Our prices are in euro. For businesses and organisations we state them excluding VAT, for consumers including VAT.
2. Travel costs, the rental of a venue and consumables are charged as stated in the quote.
3. If the VAT rate changes by law, we adjust the price including VAT accordingly.

Article 4. Invoicing and payment

1. We invoice electronically: via Peppol to businesses and organisations connected to it, otherwise as a PDF by e-mail.
2. Invoices are payable within 30 days of the invoice date, for consumers within 14 days, to the account number and with the structured reference on the invoice.
3. If a business or organisation does not pay on time, interest under the Belgian Act of 2 August 2002 on combating late payment in commercial transactions is due automatically and without notice of default, plus a fixed compensation of € 40. We may claim higher recovery costs if we prove them.
4. For consumers, the rules of article E3 apply.
5. If an invoice remains unpaid after a notice of default, we may suspend ongoing assignments until payment is received.

Article 5. Complaints

1. A business or organisation reports a complaint about a service in writing and with an explanation, as soon as possible and no later than eight days after the service.
2. A business or organisation that disputes an invoice does so in writing and with reasons within fifteen days of the invoice date.
3. A complaint does not suspend payment of the undisputed part.
4. For consumers, the statutory time limits apply.

Article 6. Liability

1. We do our utmost to achieve a good result. Unless we expressly promise otherwise, our obligation is an obligation of means.
2. We are liable for damage resulting from our fault. That liability is limited to the amount our insurer pays out in that case. If the insurer does not cover it, it is limited to the price excluding VAT of the assignment concerned.
3. Towards businesses and organisations we are not liable for indirect damage, such as loss of profit, loss of data, loss of production or reputational damage.
4. The limitations in this article do not apply in the event of intent or gross negligence, nor to damage caused by a fault that harms the life or physical integrity of a person. Nor do they apply where the law prohibits them.

Article 7. Force majeure

1. Force majeure is an event beyond our control that we could not reasonably foresee or avoid, such as illness or injury of an instructor, extreme weather, a pandemic or a government decision.
2. In the event of force majeure, we first look for a replacement or a new date. If that fails, we refund what has already been paid for what was not delivered. No further compensation is due.
3. If the force majeure lasts longer than thirty days, either party may terminate the agreement in writing. What has already been delivered is paid for.

Article 8. Partners

We may call on partners, such as the operator of a venue or a guest instructor. We remain responsible towards the client for carrying out our assignment.

Article 9. Confidentiality

Both parties keep the other party's confidential information secret and use it only for the assignment. This obligation lasts until five years after the end of the agreement.

Article 10. Intellectual property

1. Our workshop concepts and names, exercises, presentations, course materials, reports, texts, drawings and photos remain our property.
2. After full payment, the client may use what we deliver internally. Distributing, selling or offering it again is only allowed with our written permission.
3. Filming or recording a workshop, training or talk is only allowed with our permission.

Article 11. Photos and video

We only take and use photos or videos in which someone can be recognised with that person's consent, as described in our privacy statement.

Article 12. Personal data

1. We process personal data as described in our privacy statement.
2. If we process personal data on behalf of the client during an assignment, we first conclude a data processing agreement (article C4).

Article 13. Changes and invalidity

1. We may change these terms. A new version applies to agreements concluded afterwards. The version and date are shown at the top.
2. If a provision is invalid, the other provisions remain in force. The invalid provision is replaced by a valid one that comes as close to it as possible.

Article 14. Applicable law and disputes

1. Belgian law applies to our agreements.
2. In the event of a dispute, we first look for a solution together.
3. If that fails, the courts of the judicial district of Antwerp, Turnhout division, have jurisdiction over disputes with businesses and organisations. For consumers, jurisdiction follows the Belgian Judicial Code.

B1. Content

Programme, duration, language, venue and the maximum number of participants are stated in the quote. We adapt the exercises to the group.

B2. Advance payment

1. When the quote is accepted, we invoice an advance of 30 % of the total price. It is payable within 14 days and in any case before the activity.
2. After the activity, we invoice the balance, minus the advance.
3. If the advance has not been paid after a reminder, we may release the date.

B3. Number of participants

1. The client confirms the final number of participants no later than seven days in advance. We invoice that number, even if fewer people attend on the day.
2. Extra participants on the day itself are only possible if it is safe and there is enough material. We charge them according to the quote.

B4. Venue

1. If the client provides the venue, it is indoors, large enough for the group, at least 3 metres high, with a safe, non-slippery floor without obstacles. We have access 30 minutes before and after the activity.
2. If the room is unsuitable, we adapt the programme. If the activity cannot safely go ahead as a result, this counts as a cancellation by the client less than 48 hours in advance.
3. If we provide the venue, the arrangements and price are stated in the quote.

B5. Health and safety

1. Everyone can take part, regardless of experience or fitness. Each participant takes part within their own limits.
2. Participants tell us in advance about injuries, health problems, pregnancy or physical limitations, so we can adapt the exercises.
3. Participants follow the instructors' instructions, wear comfortable clothing and remove jewellery and watches. Anyone under the influence of alcohol or drugs does not take part.
4. We may stop a participant who endangers themselves or others or does not follow instructions from taking further part. No refund is given.
5. As with any physical activity, muscle soreness, a bruise or a sprain can never be fully ruled out. Participants accept these ordinary risks. Participants are themselves liable for the damage they cause to themselves, to other participants, to the venue or to material. None of this affects our liability for our own fault (article 6.4).
6. Minors only take part with the consent of a parent or guardian. For a group of minors, the client provides an accompanying adult.
7. The client informs the participants of these rules in advance.

B6. Insurance

1. Ginkgo Leaf has liability insurance for its activities as a martial arts instructor and for team building.
2. A business or organisation insures its own participants against bodily accidents, for example through its workplace accident insurance, and reports an accident to that insurer.
3. Every other adult participant signs the participation declaration in annex 2 before the activity. For a minor, a parent or guardian signs.
4. In the event of an accident, we inform each other immediately.

B7. Material

1. We bring the material. Breaking boards are consumables and are charged per participant.
2. Damage to our material caused by intentional or clearly improper use is charged at replacement value.

B8. Cancellation by the client

The client cancels in writing. The compensation depends on when the cancellation is made:

Cancellation	Compensation
Up to 14 calendar days before the activity	Free of charge; we refund the advance, unless we provide the venue
From 14 days to 48 hours before	50 % of the total price
Less than 48 hours before, or no-show	100 % of the total price

If we provide the venue, we keep the advance in every cancellation. Other costs we have already incurred at the client's request and cannot reverse are charged in any case. A paid advance is set off against the compensation.

B9. Rescheduling

Up to 14 calendar days in advance, the client may reschedule the activity once, free of charge, to a date within six months, if we are available. Rescheduling later counts as a cancellation under B8.

B10. Cancellation by Ginkgo Leaf

1. If we cannot come due to force majeure, we propose a new date. If the client does not want that, we refund the full advance.
2. If the weather is unsafe for an outdoor activity, we move indoors if possible, or to a new date, at no cost to the client.

C1. Assignment

1. The content, approach and estimated time are stated in the quote. We only work hours beyond that estimate with the client's agreement, at the rate in the quote.
2. We advise on the basis of the information the client gives us and the state of the art at that time. We cannot guarantee that systems are completely secure or that an incident will never occur.

C2. Client cooperation

1. The client gives us complete and correct information in good time, and access to the people and documents we need. The client appoints a single point of contact.
2. If the assignment is delayed by a lack of cooperation, we may charge the extra time.

C3. Client decisions

The client decides which advice to implement and how. The client remains responsible for its systems, its backups and its legal obligations, such as those under the GDPR or the Belgian NIS2 Act.

C4. Personal data

If we need to view or process personal data on behalf of the client for the assignment, we first conclude a data processing agreement under article 28 of the GDPR. We only look at what the assignment requires.

C5. No technical tests

Our advice and audits do not include penetration tests, vulnerability scans or attempts to break into systems. We only carry out such tests under a separate written agreement, with express permission and a defined scope.

C6. Reports and confidentiality

1. Our findings and reports are confidential. The client may share them with its auditor, insurer or supervisory authority.
2. We only mention a client's name as a reference with that client's agreement.

C7. Training and talks

1. For training and talks, the advance (B2), number of participants (B3), cancellation (B8) and rescheduling (B9) rules of part B apply.
2. The course material is for the participants' personal use. On request, participants receive a certificate of attendance.

C8. Liability

1. Article 6 applies. For an ongoing assignment, the limit is the amount we invoiced in the twelve months before the damage.
2. We are not liable for damage caused by an attack or incident caused by a third party, unless that damage results from an error in our advice.

D1. Scope

This part applies to the sale of material and merchandise, such as T-shirts, breaking boards and training material.

D2. Delivery

1. The client collects the goods in Mol, receives them during an activity or has them shipped at the shipping cost stated in the quote or order.
2. Delivery times are estimates. We deliver to consumers no later than thirty days after the order, unless agreed otherwise.
3. The risk passes to the client on delivery.

D3. Retention of title

The goods remain our property until they have been paid in full.

D4. Defects

1. A business or organisation checks the goods on delivery and reports visible defects in writing within eight days. Hidden defects are governed by law.
2. For consumers, the statutory guarantee of article E4 applies.

These terms never limit the rights that the law grants a consumer on a mandatory basis. The shorter complaint periods of article 5 do not apply to consumers.

E1. Right of withdrawal

1. For workshops, team building, training and talks on a fixed date or within a fixed period, there is no right of withdrawal (article VI.53, 12° of the Belgian Code of Economic Law). The cancellation rules of B8 do apply.
2. For other services concluded at a distance or off our premises, the consumer may withdraw without giving a reason within fourteen days of concluding the agreement. If the consumer expressly asks us to start within that period, they pay for the part already performed if they withdraw.
3. For goods bought at a distance or off our premises, the fourteen-day period runs from receipt. The consumer returns the goods within fourteen days of their notice, at their own cost. We refund within fourteen days, including standard shipping costs, once we have received the goods or proof of shipment.
4. The consumer can withdraw with a clear statement to info@ginkgo-leaf.eu or with the model form in annex 1.

E2. Reciprocity

1. If we fail to meet our obligations, the consumer is entitled to compensation equivalent to what they would owe us in the same situation.
2. If we cancel an activity without force majeure less than 14 days in advance, we refund everything and additionally pay the consumer the same compensation as in B8: 50 % of the total price, or 100 % if less than 48 hours in advance.

E3. Late payment

1. If a consumer does not pay on the due date, we first send a free reminder. The consumer then has fourteen more calendar days to pay. That period starts on the third working day after sending by letter, or on the day after sending by e-mail.
2. If the invoice remains unpaid after that, the following are due:
   1. late-payment interest on the outstanding amount, at the reference interest rate of the Act of 2 August 2002 plus eight percentage points;
   2. a fixed compensation of € 20 for an amount up to € 150; € 30 plus 10 % of the amount between € 150.01 and € 500; € 65 plus 5 % of the amount above € 500, with a maximum of € 2,000.

E4. Statutory guarantee

Goods are covered by the two-year statutory guarantee for defects that existed at delivery (article 1649bis et seq. of the former Belgian Civil Code). The consumer reports a defect within two months of discovering it.

E5. Complaints and ombudsman

The consumer sends a complaint to info@ginkgo-leaf.eu. If we cannot find a solution together, the consumer can turn to the Belgian Consumer Mediation Service (Consumentenombudsdienst), North Gate II, Koning Albert II-laan 8, 1000 Brussels, contact@consumentenombudsdienst.be, www.consumentenombudsdienst.be.

Complete and return this form only if you wish to withdraw from the agreement.

To Ginkgo Leaf VOF, Stokteloopstraat 58, 2400 Mol, Belgium, info@ginkgo-leaf.eu

• I/We (∗) hereby give notice that I/we (∗) withdraw from my/our (∗) contract of sale of the following goods (∗)/for the provision of the following service (∗):
• Ordered on (∗)/received on (∗):
• Name of consumer(s):
• Address of consumer(s):
• Signature of consumer(s) (only if this form is notified on paper):
• Date:

(∗) Delete as appropriate.

Activity: ……………………… Date: ………… Venue: ………………………

I, ……………………………… (name of participant), declare:

1. I take part voluntarily and know what the activity involves.
2. My health allows a physical activity, or I have told the instructors about my injuries or limitations in advance.
3. I follow the instructors' instructions and take part within my own limits.
4. I know that muscle soreness, a bruise or a sprain can never be fully ruled out in a physical activity, and I accept these ordinary risks.
5. I am not under the influence of alcohol or drugs. I am myself liable for the damage I cause to myself, to others, to the venue or to material.
6. I know that Ginkgo Leaf remains liable for damage caused by its own fault and is insured for it.

Photos in which I can be recognised may be used for Ginkgo Leaf's website and social media: ☐ yes ☐ no

Signature: ……………………… Date: …………

For a participant who is a minor: name and signature of a parent or guardian: ………………………………

We do not record health information on this form; please tell the instructors in person. We keep this declaration for five years after the activity as evidence in case of an accident. More in our privacy statement.