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Legal Stuff

Find our terms & conditions and our policies here. 

Terms & Conditions

1. Applicability

1.1 These General Terms and Conditions (‘Conditions’) apply to all offers, assignments and agreements whereby rebels & geeks, a trade name of Ingrained BV (‘Service Provider’), provides services to its customers (‘Customer’).

1.2 Deviations from these Conditions shall only be binding if and to the extent agreed in writing.

1.3 If applicable, any general terms and conditions of the Customer are expressly rejected and do not apply unless accepted in writing by Service Provider.

2. Definitions

2.1 Services: The professional services provided by Service Provider, as specified in a separate order or Scope of Work.

2.2 Scope of Work: A document describing the nature, scope, terms and conditions of the services to be provided and signed by both parties. 

2.3 Intellectual Property Rights (IP Rights): All copyrights, patents, trademarks, trade secrets and other intangible property rights anywhere in the world.

2.4 Confidential Information: Any non-public information provided by either party to the other which is or may reasonably be regarded as confidential.

3. Conclusion and Performance of Services

3.1 The agreement between Service Provider and Customer comes into effect at the moment Service Provider confirms an order in writing, by signing the Quotation or the actual starts of the execution.

3.2 Service Provider provides the Services in accordance with professional standards and with reasonable care and skill.

3.3 Delivery periods and deadlines are indicative, unless otherwise agreed in writing.

3.4 Acceptance of Services: Unless otherwise agreed in writing, the Services and/or Deliverables provided by Service Provider shall be deemed accepted by the Customer upon delivery unless the Customer objects in writing with clear reasons within 10 working days of delivery. In the absence of timely objection, the acceptance shall be considered unconditional.

3.5 Modification procedure:

3.5.1 Both parties may propose changes to the agreed Services or Deliverables in writing by means of a change request (‘Change Request’). This request shall contain at least:

- A description of the proposed change;

- The expected impact on cost, schedule or scope;

- Any other relevant details.

3.5.2 Service Provider reviews the Change Request and makes a proposal for implementation, including cost and impact. Written agreement is required before implementing the Change.

3.5.3 Service Provider may charge fees for the evaluation of complex or extensive Change Requests, unless otherwise agreed.

4. Obligations of the Customer

4.1 The Customer shall timely provide Service Provider with all information, materials and access necessary for the proper performance of the Services.

4.2 The Customer guarantees the accuracy, completeness and reliability of the information provided by it or on its behalf.

4.3 If the Customer fails to comply with its obligations, Service Provider has the right to suspend the performance of the Services and/or charge additional costs.

4.4 Remote or on-site performance: Service Provider reserves the right to perform the Services remotely in cases of force majeure, practical constraints (such as illness or travel restrictions), or where it is more efficient in its sole discretion. The Customer acknowledges that such circumstances shall not cause any delay or liability on the part of Service Provider.

5. Fees and Terms of Payment

5.1 The Customer shall pay the agreed fees as set out in the order or Scope of Work. Unless otherwise agreed, fees are exclusive of VAT and other taxes.

5.2 Invoices must be paid within 15 days of the invoice date, unless another payment term was stipulated the Scope of Work. In the event of late payment, the Customer shall be in default without notice of default.

5.3 In the event of late payment, the Customer shall owe interest of 8% per month from the due date of the invoice until the date of full payment.

5.4 Service Provider is entitled to charge a fixed administrative fee of €75 per late payment for additional internal processing costs.

5.5 If the Customer remains in default of payment despite a written reminder, Service Provider reserves the right to:

- Suspend its obligations, including further services; and/or

- Terminate the Agreement with immediate effect.

5.6 All costs incurred by Service Provider in collecting outstanding amounts, both judicial and extrajudicial, shall be borne in full by the Customer.

5.7 Service Provider may charge travel, accommodation and other project-related expenses, if agreed in advance.

6. Intellectual Property Rights

6.1 All IP rights relating to the Services and Deliverables shall remain the property of Service Provider or its licensors.

6.2 Unless otherwise agreed in writing, Service Provider grants the Customer a non-exclusive, non-transferable licence to use the results of the Services for internal business purposes.

7. Confidentiality

7.1 Both parties undertake to keep Confidential Information of the other party strictly confidential and to use it exclusively for the performance of the Agreement.

7.2 This obligation remains in force until three years after termination of the agreement.

8. Liability

8.1 Service Provider's liability is limited to direct damage and to a maximum of the total amount of fees invoiced in the last three months of the agreement.

8.2 Service Provider is not liable for indirect damage, such as loss of profit, loss of data or reputational damage.

9. Duration, Termination and Cancellation

9.1 Duration: The agreement is entered into for the duration specified in the order or Scope of Work and terminates automatically upon full performance of the Services, unless otherwise agreed in writing.

9.2 Cancellation by the Customer: If the Customer cancels the Agreement after signing but before full performance of the Services, the Customer shall be liable for a cancellation fee. This fee amounts to:

- 30% of the total agreed amount as specified in the order or Scope of Work, and

- the cost of days already performed and expenses incurred, calculated on the basis of the agreed rates. If no hourly rate was specified, 175EUR will be charged on an hourly basis. 

9.3 Termination due to default:

Either party may terminate the agreement with immediate effect if the other party imputably fails to fulfil its obligations and such failure is not remedied within 15 days of written notice of default.

9.4 Consequences of termination:

Upon termination or cancellation of the agreement, the following obligations shall remain in full force and effect:

The Customer's payment obligations in respect of services already provided and costs incurred.

All provisions relating to confidentiality and intellectual property rights.

9.5 Suspension of Services:

If the Customer fails to fulfil its payment obligations, Service Provider reserves the right to suspend further performance of Services until full payment is received.

10. Force Majeure

10.1 Service Provider is not liable for delays or failures caused by force majeure, including natural disasters, pandemics, government measures, strikes or technical failures beyond its control.

10.2 In the event of force majeure, the parties will consult to limit the consequences.

11. Publicity and Customer Cases

11.1 The Customer acknowledges and agrees that Service Provider is entitled to develop a customer case about the cooperation after the end of the agreement. This may take the form of:

- A written use case (anonymised or otherwise), or

- A video use case presenting the project and its results.

11.2 For written use cases, Service Provider will submit the content to the Customer in advance for approval. For anonymous use cases, the identity of the Customer will not be disclosed unless the Customer gives explicit consent.

11.3 For video use cases, the Customer will provide reasonable cooperation, including providing feedback, participating in interviews or providing access to relevant materials or results of the project. Service Provider will share the final result of the video with the Customer in advance for any comments.

11.4 Service Provider has the right to use Customer cases, including written or video use cases, for marketing and promotional purposes, such as on its website, social media, presentations or other communication channels.

11.5 The Customer may request in writing that specific elements of the Customer Case be removed if they contain confidential or sensitive information. Service Provider will make reasonable efforts to comply with such requests.

11.6 The Customer acknowledges that her or his contact details may be provided to potential future clients as a reference. 

12. Use of Resources, Subcontractors and Work Methods. 

12.1 The Customer hereby grants express permission to Service Provider to use specific tools, working methods and technologies which, in the opinion of Service Provider, are necessary or desirable for the efficient performance of the Services.

12.2 Service Provider's tool suite may include, but is not limited to:

- Collaboration tools such as Google Workspace (including Google Meet, Google Sheets, Google Docs and other applications);

- Software tools for process automation, whiteboarding, and project management;

- Large Language Model technologies and similar tools;

- Software applications and automations developed or managed by Service Provider.

12.3 The Customer is responsible for obtaining and maintaining all necessary licences, permissions or access rights to enable the use of the above tools, unless otherwise agreed in writing. 

If a licence must be obtained in the name of Service Provider and the Customer requires access (e.g. by creating a user account on the Service Provider's licence), the associated costs will be charged to the Customer as expenses. These costs will be transparently communicated and invoiced based on the actual expenses.

12.4 In the exceptional cases where the use of the tool suite depends on systems, data or resources of the Customer, the Customer shall provide the required access, infrastructure and/or cooperation to this end. Any costs prohibited by the use of these systems, data and resources shall be borne entirely by the Customer.

12.5 Service Provider reserves the right, if required, to engage third parties or subcontractors to perform parts of the Services. Service Provider remains responsible for the quality and compliance with the arrangements set out in these Conditions. Subcontractors will be held to the same confidentiality obligations as Service Provider.

12.6 The Customer acknowledges and accepts that denial of permission to use certain tools, technologies or subcontractors may materially affect the performance of the Services. In such cases, Service Provider reserves the right to suspend or terminate the cooperation, subject to written justification to the Customer.

13. Photographic, Video and Recording Consent

13.1 Consent for photographic and video material:

The Customer hereby grants implied consent to Service Provider to take photographs and video material during or in connection with the performance of the Services. This material may be used for internal purposes, project documentation or marketing and promotional purposes, such as on Service Provider's website, social media, presentations, podcast, video channel or other means of communication. If the material contains confidential information, Service Provider shall consult with the Customer in advance.

13.2 Permission to record and transcribe meetings:

The Customer grants permission to Service Provider to record all virtual and physical meetings that take place as part of the performance of the Services, including audio, video and chat logs. These recordings may be used by Service Provider for:

- Internal analysis and quality assurance;

- Creating transcripts to support the performance of the Services;

- Marketing and sales purposes, subject to anonymity or explicit consent;

- Documentation and the creation of deliverables.

13.3 Protection of sensitive information:

Service Provider shall ensure that recordings and transcripts containing confidential information are treated with due care and used only in accordance with the arrangements set out in Article 7 (Confidentiality).

13.4 Objection and deletion:

If the Customer objects to the use of specific recordings, photographs or videos for external communications, this may be made known to Service Provider in writing. Service Provider will reasonably comply with such requests, unless the material has already been made public or is essential for the performance of the Services.

13.5 Ownership of material:

All recordings, transcripts, photographs and videos made by Service Provider shall remain the property of Service Provider. The Customer will receive a copy of these materials if required if relevant to the performance of the Services.

14. Dispute Resolution

14.1 These Terms and Conditions are governed exclusively by Belgian law.

14.2 All disputes will be submitted to the competent court in Antwerp, Belgium.

15. Other Provisions

15.1 Severability: If any provision in these Terms is declared invalid or unenforceable by any court or authority of competent jurisdiction, the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with a provision that comes as close as possible to the economic and legal objectives of the original provision.

15.2 Amendment of the Terms: Service Provider reserves the right to unilaterally amend these Terms and Conditions. Amendments shall be communicated to the Customer in writing and shall apply to new orders or agreements concluded after the communication of the amendments.

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