GENERAL TERMS AND CONDITIONS WINGER ACADEMY BV
(version 27/04/2026)
To be clearly stated on the front of QUOTATIONS and INVOICES :
For the general terms and conditions, see reverse side.
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General Terms and Conditions Winger Academy BV:
1. These terms and conditions apply to all orders, quotations and invoices entered into between Winger Academy BV (hereinafter: Winger Academy) and the client, to the exclusion of any conflicting terms and conditions of the client. Winger Academy BV provides services in the areas of strategy, marketing agency and training (Academy). The precise scope of the engagement shall be set out in the quotation or order form, the specific terms of which take precedence over these general terms and conditions. Conflicting provisions in the agreement or quotation take precedence over these general terms and conditions.
Any offer may be withdrawn by Winger Academy until acceptance by the client and shall automatically lapse 30 days after its date, unless a different validity period is stated in the offer. The general terms and conditions are available for consultation at any time on the website of Winger Academy. (https://www.wingeracademy.be)
2. Delivery and/or execution timelines indicated by Winger Academy are indicative only, without formal commitment, and shall be observed by Winger Academy to the greatest extent possible. Work is carried out on a time-and-materials basis unless otherwise agreed in writing. Additional works may be evidenced by all means of law. Delays shall not under any circumstances justify the cancellation of orders, termination of the agreement, a price reduction or a claim for compensation of any kind. For agency engagements, the following additional rules apply. Revisions: unless expressly agreed otherwise in the quotation or order form, each engagement includes one (1) round of revisions. For time-and-materials engagements, every hour is billable and no revision rounds are included. Additional revisions beyond the agreed number shall be charged separately on a time-and-materials basis. Approval and payment obligation: an engagement becomes billable as soon as the concept or idea is approved by the client, whether verbally or in writing. Any delay, suspension or cancellation by the client following approval shall not affect the payment obligation in respect of work already performed or planned. If an engagement has only been partially executed at the time of cancellation, Winger Academy shall calculate the percentage of work completed and invoice this separately, in addition to the lump-sum indemnity provided for in article 7. Briefing changes: any changes to the original briefing by the client after work has commenced shall be treated as a new or additional engagement and shall give rise to separate billing on a time-and-materials basis, without prejudice to the payment obligation in respect of the original engagement.
3. In the event of business disruption, force majeure, unforeseen circumstances and/or governmental measures, Winger Academy shall be released from its obligation to deliver and/or perform. Winger Academy shall then have the option to either terminate the agreement without payment of compensation, or to extend the delivery and/or execution timelines by a period equal to the duration of the interruption. Termination or extension of the timeline by Winger Academy may be notified by simple notice sent by email or letter.
4. Any complaints, remarks, disputes or protests concerning the quotation, the invoice or the delivery of the services concerned shall only be admissible if submitted in writing by registered mail within 30 days of the quotation or invoice date, or within 30 days of the occurrence of the event giving rise to the complaint. The client may not invoke any complaint whatsoever as grounds to defer payment.
5. All invoices of Winger Academy are payable immediately by bank transfer to the account of WINGER ACADEMY BV at BNP Paribas Fortis, IBAN: BE62 0018 2289 8061 (BIC: GEBABEBB), unless other payment terms have been agreed in advance. The invoice debt shall at all times be enforceable at Jan Boedtsstraat 33, 3120 Tremelo, the registered office of Winger Academy. The end client accepts that invoices are sent by email in PDF format. If the end client wishes to receive invoices by post, an administrative fee of €1.50 excl. VAT may be charged.
In no event may the client invoke a complaint to suspend or delay its payments. Bills of exchange shall only be accepted by Winger Academy subject to guarantee (aval) by a Belgian banking institution and without novation of debt, so that the present terms and conditions continue to apply in their entirety.
Winger Academy reserves the right to issue advance invoices during the execution of its engagement or to require payment guarantees.
In the event of late payment, interest shall be due on unpaid invoices at the rate set out in the Act on Combating Late Payment in Commercial Transactions of 2 August 2022, calculated from the due date. Invoices remaining unpaid one week after the due date shall be increased by a lump-sum indemnity of 10%, with a minimum of €50 and a maximum of €1,000, unless Winger Academy can demonstrate higher damages. The principal amount, indemnity and interest shall be recoverable by operation of law without any prior notice of default being required. Timely payment is of the essence in every agreement in which Winger Academy acts as service provider. The above penalty clause shall therefore apply strictly, as any default in payment, however minor the delay, disrupts the financial position of the service provider. The contractually determined indemnity covers the additional administrative and personnel costs, the temporary unavailability of capital causing disruption to Winger Academy’s business operations and financial management, and, where applicable, irrecoverable legal costs including reasonable legal fees, to the extent that the client has no reasonable and plausible defence against Winger Academy’s claim.
Any default in payment on the due date of one invoice shall render all other invoices not yet due immediately payable; it shall justify the suspension of further delivery or performance of warranty obligations, or the termination of the agreement by Winger Academy at the expense of the client without this giving rise to any compensation for the client. In no event may the client invoke a complaint to suspend or delay its payments.
If payment by instalments is expressly agreed, the entire outstanding balance shall become immediately due and payable by operation of law, increased by interest and the penalty indemnity, upon failure to pay any one instalment on time. Agreed discounts shall lapse upon non-compliance with these general terms and conditions. Unconditional payment of part of an invoiced amount shall constitute acceptance of that invoice.
6. The end client undertakes to notify Winger Academy in writing of any change of address. In the absence of such notification, any communication addressed to the address currently on file for the end client shall be deemed duly served.
7. If the client refuses the order, terminates the agreement or prevents its execution, the client undertakes to pay a lump-sum indemnity of 30% of the total contract amount.
8. Whenever incorrect information provided by the client causes Winger Academy to incur additional costs, such as loss of time, travel costs, etc., these costs shall be recovered from the client.
9. Winger Academy shall not be liable for any defect or damage suffered by the client unless such defect or damage is the direct result of wilful misconduct or gross negligence on the part of Winger Academy, its employees or agents. The client expressly acknowledges that Winger Academy shall under no circumstances be liable for the consequences of minor or ordinary negligence on its part or that of its employees. Winger Academy shall only be liable in cases of gross negligence and/or wilful misconduct and shall not be liable for any indirect damage or loss, including but not limited to loss of profit, business, revenue, commission or anticipated savings, regardless of the nature of the claim. Winger Academy’s liability shall in any event be limited to an amount equal to the net invoice value for the period to which the damage relates. Additionally, the following are expressly excluded from any liability of Winger Academy: (a) Marketing results: Winger Academy provides no warranty whatsoever with respect to the results of marketing or agency services, including but not limited to reach, engagement, leads, conversion rates or revenue. The achievement of specific results can never be guaranteed and does not constitute a contractual obligation; (b) Client content: Winger Academy shall not be liable for any damage, errors, inaccuracies or infringements of third-party rights arising from content, information, images or other materials provided by or on behalf of the client. The client shall fully indemnify Winger Academy against all third-party claims in this regard; (c) External platforms and force majeure: changes to algorithms, policies, pricing or availability of external platforms such as LinkedIn®, Meta, Google or others fall outside the control of Winger Academy and shall be treated as force majeure. The same applies to technical failures, downtime or policy changes of third-party platforms. Winger Academy shall not be held liable in any way in this respect.
10. Winger Academy is entitled to unilaterally adjust its prices upward or downward or to amend its terms and conditions at any time, provided that such changes are communicated to the client in writing or by email no later than two months in advance. The amended terms and conditions shall apply to orders for services placed thereafter. In such case, the client has the option to terminate the agreement free of charge within 30 days by means of a registered written notice to Winger Academy. After expiry of this period, the client shall be irrebuttably presumed to have accepted the announced changes to the price and/or contractual terms. Where applicable, the agreement shall terminate 30 days after dispatch of the registered letter by the client.
11. INTELLECTUAL PROPERTY. All works, concepts, texts, designs, campaigns, visual elements and other creative deliverables developed by Winger Academy in the context of agency engagements (hereinafter: “the Works”) shall remain the exclusive intellectual property of Winger Academy for as long as full payment of all amounts due has not been received. The client shall acquire no right of use in respect of the Works for as long as any invoices remain outstanding. Upon full payment, the economic copyright in the Works specifically developed for the client shall be assigned to the client, in accordance with article XI.167 of the Belgian Code of Economic Law. This assignment expressly excludes: (a) pre-existing works, templates, methodologies and tools of Winger Academy incorporated in the Works; (b) generic concepts and working methods of Winger Academy; (c) stock images, fonts, plug-ins, software tools and other third-party materials incorporated in the Works that are subject to their own licence terms. In respect of the latter category, Winger Academy shall only acquire the licences necessary for the use described in the quotation or order form. Any use by the client that exceeds the agreed scope — including use on additional channels, in other countries, at a larger scale or for other purposes — falls exclusively within the client’s responsibility, and the client shall be required to obtain the necessary additional licences itself. Winger Academy shall not be liable for any licence infringements arising from such extended use. Modifications by the client or third parties: following assignment of the rights, the client is free to have the Works modified by third parties. However, Winger Academy shall not be liable for the consequences of such modifications, nor for any defects, damages or third-party claims arising therefrom. The integrity or quality of the original work may no longer be attributed to Winger Academy following modification by the client or a third party. Portfolio and reference right: Winger Academy retains at all times and irrevocably the right to display the Works — whether or not in adapted or anonymised form — as a reference in its portfolio, on its website, in presentations and on social media. The client expressly grants this permission by entering into the agreement. Only if the client can demonstrate that disclosure would cause serious harm may the client submit a written and substantiated request to Winger Academy not to disclose the relevant work. Winger Academy shall have sole discretion in assessing the merits of such a request. The client shall fully indemnify Winger Academy against all third-party claims for infringement of intellectual property rights arising from materials, briefings, instructions or content provided by or on behalf of the client.
12. CONFIDENTIALITY. Both parties undertake to treat all confidential information received from each other in the context of the agreement with strict confidentiality and not to disclose it to third parties without prior written consent. Confidential information includes: business strategy, client data, market information, pricing, working methods and all other information that may reasonably be considered confidential. This obligation shall remain in force for two years following termination of the agreement. Winger Academy may engage independent contractors and subcontractors (wingmen/wingwomen) for the performance of its engagements, who shall be bound by an equivalent confidentiality obligation. Winger Academy shall remain ultimately responsible for the proper performance of the engagement.
13. ACCESS TO SYSTEMS AND PLATFORMS. Where Winger Academy is granted access to the client’s systems, accounts or platforms (such as website CMS, advertising platforms, social media accounts, CRM or email marketing tools) for the performance of its engagement, the client undertakes to: (a) grant only the access rights strictly necessary for the engagement; (b) notify Winger Academy immediately of any security incidents; (c) revoke Winger Academy’s access rights within 5 business days following termination of the agreement. Winger Academy shall at all times handle access credentials with due care and shall not be liable for any damage arising from incorrect or incomplete access credentials provided by the client, nor for modifications made by third parties during the term of the engagement.
14. CANCELLATION AND EARLY TERMINATION. If the client terminates an ongoing agency engagement early, in addition to the lump-sum indemnity of 30% provided for in article 7, payment shall also be due for all services already rendered and costs incurred up to the date of termination, calculated on a time-and-materials basis. For engagements in which more than 50% of the agreed work has already been performed, the full contract price shall be due. Media purchases already ordered or placed (advertising budgets, external publications, etc.) shall in all cases remain entirely at the client’s expense, including upon early termination.
15. The end client grants Winger Academy permission to store and retain the data provided for the purposes of performing the services under this agreement. The end client also grants Winger Academy permission to use this data for promotional purposes relating exclusively to the services of Winger Academy.
16. Your personal data are processed by Winger Academy BV, Jan Boedtsstraat 33, 3120 Tremelo, for client management purposes on the basis of the contractual relationship resulting from your order/purchase, and for direct marketing purposes (to offer you new services) on the basis of our legitimate interest in conducting business. To the extent that Winger Academy processes personal data on behalf of the client in the context of agency engagements (acting as a processor within the meaning of the GDPR), the parties shall enter into a separate data processing agreement. If you do not wish us to process your data for direct marketing purposes, it is sufficient to inform us at info@wingeracademy.be. Via that address you may also at any time request to know which data we hold about you, and to have it corrected, erased or transferred. If you disagree with the way in which we process your data, you may contact the Belgian Data Protection Authority (Drukpersstraat 35, 1000 Brussels, www.dataprotectionauthority.be).
17. This agreement is governed by Belgian law. All disputes shall fall under the exclusive jurisdiction of the courts of the judicial district of Leuven, and in particular the Court of First Instance of Leuven, the Enterprise Court of Leuven and the Justice of the Peace of the canton of Aarschot. Winger Academy nonetheless reserves the right to bring proceedings before the court of the registered office/domicile of the defendant.
