Terms & Conditions
1. ENGAGEMENT OF SERVICES
These current general terms and conditions describe the modalities under which Beam Consult BV (the “Contractor”), registered with the Crossroads Bank of Enterprises under the number BE1021.776.818, with its registered office located at Geuzenstraat 22/401, 2000 Antwerp, offers its services through a clearly defined assignment, unless explicitly deviated from in the special conditions of the quotation. And these services will be delivered to a company hereby referred to as the “Client”.
1.1 Services
The Contractor, shall provide support and consulting services for
- Support and consulting services for the Client’s strategic, tactical and operational
- Go-To-Market / Marketing activities.
- Support and consulting services for the Client’s implementation, optimization and management of HubSpot.
1.2 Performance
The Contractor shall perform the Services with due care, in a professional and workmanlike manner, consistent with industry standards.
1.3 Work Location
The Contractor has the freedom to choose the location from which the Services are performed. Nevertheless, the Contractor shall be present at the Client's place of business when the performance of the Services requires such presence or as per agreements made between the parties.
2. QUOTATIONS AND COMPENSATION
2.1 Quotations
- Quotations are valid for thirty days after the quotation date.
- The amounts stated in quotations are exclusive of VAT, legal taxes, and charges, which are always borne by the Client.
- Travel and accommodation costs are not included in the agreed price unless specifically stated otherwise, and will be charged separately if incurred.
- The price included in the quotation can periodically (annually) change based on price adjustment in objective parameters as increasing labor costs / cost of subContractors and overhead costs, however limited to 80% of the price.
- Any such price changes will be discussed with the Client no later than three months before the end of the calendar year. The adjusted price will be contractually agreed upon, or will be considered irrevocably accepted from the date it was first paid.
- All information provided by or on behalf of the Contractor in or relating to a quotation remains the property of the Contractor and must be returned to the Contractor immediately upon request or be destroyed. This information is confidential and may only be used by the quotation requester for the purpose of entering into an agreement with the Contractor and may only be reproduced for that specific purpose. Any other use, as well as the full or partial disclosure or forwarding to third parties, is prohibited.
2.1 Compensation
- As compensation for the Services provided, the Client shall pay the Contractor a monthly fee which is clearly documented in the quotation.
- If unforeseen events occur after the quotation is created (such as unexpected increases in the cost of goods or services) that significantly impact its economic basis, both parties will work together in good faith to find a revised agreement that maintains a fair balance and allows the work to continue without unfairly harming either side.
- The price included in the quotation can periodically (annually) change based on price adjustments due to objective parameters such as increases in labor costs, costs of subcontractors, overhead costs, and inflation. However, such adjustments shall be limited to a maximum of 50% of the original price. The Contractor shall notify the Client of any price adjustment at least three months in advance of the effective date of the change.
3. PAYMENT TERMS
3.1 Invoicing
- The Contractor shall invoice the Client on a monthly basis. Each invoice will detail the Services provided and any reimbursable expenses incurred.
- A separate (online only) document is shared between the two parties and will contain an invoicing overview for optimal communication concerning invoicing and payment.
3.2 Payment
- All sent invoices refer to the amount excluding VAT. Payment is due in full within 30 days of invoice date. Bank or other charges arising from the payment of the invoice are the responsibility of the Client.
- Bank or other charges arising from the payment of the invoice are the responsibility of the Client.
- An invoice cannot be refused due to the non-mentioning of an internal order number of the Client.
3.3 Late Payments
- In case of non-payment within 15 days after sending a registered reminder, the due amounts shall automatically and without the need for a formal notice accrue interest from the invoice date at a rate of 10% per annum.
- Additionally, a fixed compensation of 10% of the total invoice amount with a minimum of 75 EUR will be charged. These costs do not cover the expenses of judicial collection or the legal fees payable to the prevailing party.
- In case of non-payment on the due date of any invoice, the Contractor reserves the right to demand immediate payment for all services performed and goods produced at that time, and to suspend its obligations pending full payment thereof.
- Non-payment on the due date will automatically and immediately invalidate all discounts granted in the unpaid invoice and in all other future invoices yet to be issued.
4. CONFIDENTIALITY AND PROPRIETARY RIGHTS
4.1 Confidential Information
- Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary information and materials of the other party. Each party agrees to keep such information confidential and not disclose to any third party without prior written consent.
- The parties agree to return or destroy all documents and written materials, including any copies, immediately upon the request of the providing party. The only exceptions are for retaining a copy to comply with legal obligations, when necessary for defense in a potential future dispute, or as part of a routine data backup.
- The Contractor prioritizes the privacy and security of personal data and will process it exclusively according to (i) the General Data Protection Regulation (EU 2016/679 or GDPR) and (ii) all relevant national laws.
4.2 Ownership of Deliverables
- All deliverables created by the Contractor in the performance of the Services under this Agreement shall be the sole and exclusive property of the Client upon payment for such deliverables.
- The Contractor is not required to store the Client's files, designs, or other materials unless there is a written agreement stating otherwise.
- The Contractor is not liable for any damage to or loss of the Client's goods while in its possession, unless such damage or loss is caused by The Contractor’s intentional actions or gross negligence.
5. TERM AND TERMINATION
5.1 Term
- The agreement is entered into for an indefinite period in an ongoing collaboration and will be effective from the Start Date defined on the quotation.
5.2 Termination for Convenience
- By mutual agreement, the parties have the flexibility to terminate this agreement prematurely at any time.
- Either party may terminate this Agreement with 3 months' written notice. Which starts on the first day of the month following the month in which the notice was given.
- Any extra work during the notice period that was not included in the quotation will be included in the last invoice to the Client.
- If the Client terminates the agreement without observing the required notice period, the Client must compensate the Contractor for the resulting damages. These damages will be at least 50% of the annual fee, in addition to payment for any services already provided and goods delivered.
- If the Client terminates after signing but before the Effective Start Date, a cancellation fee of 50% of the monthly retainer is due to cover pre-commencement preparations and lost opportunities.
5.3 Termination for Cause
- Immediate termination is allowed if either party breaches the Agreement's terms and does not remedy the breach within 30 days of receiving written notice.
- The parties can terminate the agreement immediately without prior notice of default, without judicial intervention, without any form of compensation being owed, and without observing a notice period, in the event of gross breach of contract by the other party. Termination shall occur by means of a registered letter addressed to the other party.
Gross breach of contract includes, but is not limited to:
1. In the event that the other party is involved in bankruptcy proceedings or becomes insolvent;
2. A serious and/or intentional error, gross negligence, fraud, deceit, dishonest or criminal conduct of the other party; whether or not related to the execution of this agreement. This includes, without limitation, the non-performance of the agreement with the intention to cause damage, and any professional error that makes further cooperation between the parties definitively and immediately impossible;
3. This right to immediate termination does not affect the breaching party's obligation to compensate the terminating party for damages, which for Beam Consult will be at least 50% of the annual fee, plus payment for completed services and delivered goods.
5.4 Duties upon Termination
- Upon termination, the Contractor must return all Client materials and property, including all confidential information.
6. PERFORMANCE STANDARDS
- Throughout the duration of this agreement, the Contractor will consistently use its best efforts to achieve the highest possible quality standards.
- The Contractor warrants that all personnel assigned to perform the Services possess the necessary skills, qualifications, and experience to deliver the Services to the required quality standards.
- For the execution of this agreement, the Contractor is only obligated to exert its best efforts and is not guaranteeing a particular result.
- The Contractor shall establish a process for receiving and addressing Client feedback related to the quality of the Services in a timely and effective manner.
- Where applicable, specific performance metrics and Key Performance Indicators (KPIs) related to quality will be defined and tracked to measure and ensure the quality of the Services.
- The Contractor will take appropriate measures to ensure the integrity and security of any Client data processed as part of the Services.The Contractor cannot be held liable for errors, interruptions or loss of data due to negligence on the part of the Client.
- The Contractor will make reasonable efforts to correct any spelling, language, or grammar errors pointed out by the Client but is not responsible for errors the Client fails to identify.
- The Client will provide needed and necessary materials to the Contractor on time and for free. The Contractor is not liable for poor output quality resulting from substandard Client-provided photos or materials, or non-compliant digital files.
7. GENERAL PROVISIONS
7.1 Independent Contractor Status
The Contractor is an independent Contractor and nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between the parties.
7.2 Indemnification
Each party agrees to indemnify and hold harmless the other from any damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to the performance of this Agreement.
7.3 Jurisdiction and disputes
This Agreement shall be governed by the laws of Belgium.
All disputes hereunder shall be resolved in the applicable courts of Antwerp. The parties consent to the jurisdiction of such courts and waive any jurisdictional or venue defences otherwise available without reference to conflict of laws principles.
7.4 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral.
7.5 Amendment
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
7.6 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Last updated: March 2026
