Our Relationship with You
Link (“We”/“Our”/”Us”) will performthe services such as described in the
Contract (“Services”) on a best effort basis (the “Agreement”).
performance of the Services will be exclusively governed by the following
general terms and conditions. To be valid, any departure from these General
Terms and Conditions must be subject to the prior written agreement of Us.
These General Terms and Conditions prevail over any conditions stipulated in
the client documents.
the right to alter these General Terms and Conditions. They will apply to any
service ordered by the client after communication of the modified General Terms
- In some circumstances, we may subcontract portions
of the Services to other service providers, who may deal with You (“the Client”) directly.
Nevertheless, Bright Linkshall
remain solely liable to You for the performance of the Services and our other
obligations in the Agreement.
- You shall assign a qualified person to oversee
- You shall provide (or have provide) the support
and information that are reasonably required to enable Bright Link to perform
- You recognize, that Bright Link is the sole
owner of all rights relative to the Preventing Burnout Test (“PBT” or “Survey”)
and that the right to access to the Survey and/or the platform PBT is personal,
non-exclusive and non-transferrable without the prior consent of Bright Link.
- You recognize and you shall respect, at any
time, the anonymity of the individual respondents and shall not, based upon the
Institutional Report as defined below (or any other information directly or
Survey) try to identify specific individual respondents.
- You recognize and accept that the individual
answers to the Survey and the Individual Report (as defined below of the
individual respondents are confidential and will not be made available to You
(or any other member of your personnel/any other third party, including
Affiliates as defined below) unless prior, explicit and voluntary approval is
obtained by the individual respondent.
- We will provide the Services (as detailed in the
applicable Contract) under the terms mentioned under para. 1 of this Agreement.
- We will provide access to the Survey and/or the
platform so that individual respondents can participate in the Survey.
- We shall provide the respondents with the
possibility to access their Individual Report (as defined below).
- We shall provide You with an Institutional
Report as defined below. The Institutional Report shall be based on the
responses of the individual respondents that have participated in the Survey
and to the extent that such respondents have not required Bright Link to erase
their Personal Data (as defined below) prior to the preparation of aforesaid
- We shall provide the required technical support
to both the individual respondents and You to facilitate access to the Survey
and/or the platform.
- Under no circumstances shall Bright Link (be
required to) communicate to You (or any other third party, including your
Affiliates) the answers to the Survey and/or the Individual Report (as defined
below) linked to a specific individual respondent unless the individual
respondent has provided Us with its prior, explicit and voluntary consent.
General terms and conditions
- For the purpose of this Agreement an Affiliate
of an entity shall mean an individual that controls or an entity that controls,
is controlled by or is under common control with, the first entity and ‘control’
shall mean the ability to direct the policies or operations of an entity,
whether by contract, ownership or equity interests or otherwise.
- As part of the Services, we may provide You
- a report (pdf. format) based on anonymized and
aggregated data (“Gold/Silver Institutional Report);
- Data analytics tool allowing
you to process data and information in a dynamic way; or
- Provide you access to the “raw data”.
purpose of this Agreement the above outlined reporting options will hereafter
be referred to as the “Institutional
- You recognize and accept that Bright Link can
adjust the presentation of the consolidated data with the purposes to safeguard
the anonymity of the individual respondents. Based upon industry standards,
Bright Link shall therefore automatically block (regardless of the type of
reporting included in the Services (i.e., option a., b., or c., above)) any
data that is composed of input of less than 10 (ten) individual respondents.
- The information contained in the Institutional
Report is based on the data provided by the individual respondents. Therefore,
the information contained in the Institutional Report is provided “as is”, with
no guarantee of completeness or accuracy.
- In no event shall Bright Link be held liable for any decision made or
action taken by You or any other third party (including Affiliates and
professional advisors) in reliance on the information contained in this reporting.
You shall, to the fullest extent permitted by applicable law, indemnify Bright
Link for any resulting liabilities, losses, damages, costs and
arising out of the third party’s use of or reliance on the reports.
- Unless otherwise provided in the applicable
Contract, our Services include a personal and anonymized report for the
individual respondent outlining the potential risk areas, a limited number of
recommendations as well as a clear communication on the various individual
support channels (“Individual Report”).
- The information contained in the “Individual Report” is based on the
information provided by the Individual Respondent. Therefore, Bright Link is
not responsible towards You and/or the individual respondent for the
accurateness or the completeness of the Individual Report.
- The purpose of the Individual Report is merely to support the individual
respondent with a self-assessment of his personal stress factors and related
burnout / chronic stress exposure and to enable him/her to autonomously decide
whether individual support and guidance is recommended.
- The Individual Report is not intended nor can it
be understood as a (medical) diagnosis of burnout and therefore does not
replace the opinion of a certified professional (e.g., psychotherapist,
- Bright Link is the sole owner of all rights and
properties related to the PBT (“PBT Material”). This includes, but is not
- Individual report;
- Institutional report;
- Underlying algorithms;
- Methodology; etc.
Any use of
Bright Link’s intellectual property (including the PBT Material) is, prima facie, prohibited, unless priorapproval (in writing) has been obtained
or if otherwise provided for in this Agreement.
General terms and conditions
- You explicitly recognize and accept that You
have no rights to copy, reproduce, distribute, translate or make derivative
works of the PBT Material unless prior written approval is obtained by Us.
- Any data collected within the context of
performing the Services under current Agreement shall be the property of Bright
Link and you recognize and acknowledge that We are authorized to subsequently
use the data so collected for purposes of (without limitation) providing
industry benchmarks or within the context of scientific research.
Data Protection & Privacy
- Any information that can be linked to specific
individuals (“Personal Data”) shall be processed only for the purpose of
providing the Services and in accordance with applicable regulations including
(without limitation) the Belgian Data Protection Act (‘Wet van 8 december 1992
tot bescherming van persoonlijke levenssfeer ten opzichte van de verwerking van
persoonsgegevens’/’ Loi du 8 décembre 1992 relative à la protection de la vie
privée à l’égard des traitements de données à caractère personnel’). In case we
have subcontracted part of the Services, we shall require that any other
service provider that processes Personal Data shall adhere to such
- Bright Link shall duly inform the individual Respondents of all the
individual respondent’s rights and obligations under the applicable law
relating to privacy and data protection, including (but not limited to) the
Belgian Data Protection Act.
- You hereby explicitly warrant that, for the
purpose of performing the Services (as detailed in the applicable Contract)
that you have the authority to provide the Personal Data to Us and that the
Personal Data so provided has been processed in accordance with applicable law,
including (without limitation) the Belgian Data Protection Act.
- In addition, the results of the Survey, may be
stored by us on an aggregated basis to enable Bright Link to compute industry
benchmarks. For the purpose of providing industry benchmarks, Bright Link shall
the data in such a way so that, in accordance with applicable law and
regulations including (without limitation) the Belgian Data Protection Act, the
data collected can no longer be regarded as Personal Data. We shall equally
ensure your anonymity with respect to the data provided within the context of
- Any information obtained by Us or You in execution of this Agreement and
related Contract shall be regarded as confidential.
- Neither You (or your Affiliates, employees, agents or third party
service providers) or Us shall disclose the contents of this Agreement or any
information provided by the other that ought reasonably to be treated as
confidential and/or proprietary.
- In the case of Bright Link, the following information is notably
considered confidential and proprietary:
- The methodology used in the
Survey (and as disclosed to You in our commercial presentation);
- The content of the Survey;
- The Institutional Report;
- The service offering of
Bright Link in relation to PBT.
- The information disclosed within the context of
this Agreement and related Contract can only be shared with relevant
stakeholders on a “definite need to know” basis and provided that such persons
are bound to respect the confidential nature of the information. You further
understand that the Confidential Information shall not be made available to any
third party without Our prior written consent.
- Either of us may however disclose above mentioned
information to the extent that:
- The information is or has
become public other than through the non-respect of this Agreement;
- The information is disclosed to the recipient by
a third party who has not obtained directly or
General terms and conditions
the information from the disclosing party and owes no obligation of
confidentiality to the disclosing party;
- The information must be
disclosed under applicable law or legal process or it is necessary in case the
recipient acts on its own behalf in professional, criminal or civil proceedings
to which such information or material may be relevant. In such case however,
the recipient shall provide the possibility to the disclosing party to
reasonably oppose and/or limit the information that is disclosed in such
parties agree to the fact that electronic media can be used to correspond and
transfer information and that such use, by itself, cannot constitute a breach
of the confidentiality obligations under this Agreement.
- You shall pay our fees in connection with the
Services and as detailed in the applicable Contract. Our fees are exclusive of
taxes or similar charges, as well as customs, duties or tariffs imposed in
respect of the Services, all of which you shall pay (other than taxes imposed
on our profit). Unless otherwise provided in the applicable Contract, payment
is due within 30 (thirty) days following the date of our invoice.
- In case of late payment, a late payment interest
rate shall automatically (i.e., no formal notice to pay is required) be applied
equal to 8,5 % per annum as from the expiry date and will be increased with a
lump sum indemnification equal to 10% of the invoiced amount with a minimum of
50 EUR to cover administrative costs.
- In case of no payment or late payment, Bright
Link has the right to suspend the Services until the invoiced amount, late
payment interest and indemnification is received.
- In case we are unable to perform the Services as a consequence of events
beyond our control (including Your acts or
we may charge you with additional professional fees. This equally applies in
case additional work or modifications are requested by You.
Term and limitation
- This Agreement shall be valid for an initial
period as defined in the applicable Contract.
- In addition, the Agreement may be terminated:
- In case one of the parties fails to respect its
obligations under the current Agreement. Such termination shall become
effective 30 (thirty) days following the date on which the formal notice to
terminate the Agreement has been sent, via registered mail with a form for
acknowledgement of receipt, to the other party.
- When You do not fulfill your payment obligations
or when You are (or that there are signs that You will be) in an incapacity to
fulfill your payment obligations under the current Agreement e.g., following
bankruptcy, or entering a liquidation procedure.
- In case of change of control where either You or
Us demonstrates that such change of control will considerably impact the
ability of one of the parties to execute, to their satisfaction, the
obligations under the current Agreement.
- Following the termination of this Agreement both
parties shall not longer be obliged to respect the terms and conditions
contained therein with the exception of:
- The right of Bright Link to claim any
outstanding amount due, apply the corresponding interest rate and lump sum
indemnity (see section 37) or any other claim that arose prior to the
termination of the contract but in connection thereto or the related Services.
General terms and conditions
- The provisions relating to confidentiality (see
section 30), with a maximum of 5 years following the (valid) termination of
- Notification under the current Agreement should
be done via registered mail with a form for acknowledgement of receipt. The
termination shall become effective based upon duly notified will of any of the
parties to terminate the Agreement without requiring a judgment of the
competent Court to that effect.
- All notifications in writing should be sent to
the statutory address of the party concerned. In case of transfer of seat, the
party concerned shall duly notify the other party of this change.
- We shall not be liable to You for any loss of
profit nor any other similar indirect damages (e.g., loss of time, loss of
opportunity, reputational damage etc.) about claims arising out of this
Agreement or otherwise relating to the Services regardless of whether such loss
or damage was contemplated.
- We are not liable to You for any damages
resulting from a contractual or non-contractual liability for damages in excess
of the fees invoiced for the Services that directly caused the loss relative to
claims arising out of this Agreement. In case the Agreement covers a period of
more than one year, our liability shall be limited to the fees invoiced in the
year prior to the year in which the incident that gave rise to our liability
and that caused the loss or damage.
Governing Law and dispute resolution
- This Agreement and any non-contractual matters
or obligations arising out of this Agreement or the related Services are
governed by, and drafted in accordance with, the laws of Belgium.
- Unless expressly agreed otherwise in writing,
any dispute relating to this Agreement or the Services shall be
to the exclusive jurisdiction of the Commercial Court of the Walloon
region (‘Brabant Wallon’/Waals Brabant’).
- Before submitting a case before the competent
Court, the parties agree to participate to at least one mediation meeting that
should be organized within 20 (twenty) days following such request from any of
the parties. The mediation procedure should not take longer than 20 (twenty)
days following its initiation. In case parties have not resolved their issues
within aforesaid timeframe, they are free to submit the case before the
- This Agreement constitutes the entire Agreement
between us as to the Services and supersedes all other prior Agreements
understandings and representations with respect thereto except for previously
concluded (more restrictive) confidentiality Agreements previously concluded.
- This Agreement or any Contract falling under the
current Agreement cannot be modified unless both parties agree thereto in
- Both parties represent that the party signing
this Agreement and related Contract on its behalf, or (as the case may be) on
behalf of its Affiliates or other for whom the Services are provided, is
expressly authorized to execute them and to bind each of us and them to their
terms. You represent that your Affiliates and any other party for whom the
Services are performed shall be bound by the terms of this Agreement.
- If any provision of this Agreement (in whole or
part) is found (by the competent Court) to be illegal, invalid or otherwise
unenforceable, the other provisions shall remain in force and effect. In such
case, parties agree that they will replace the illegal, invalid or
unenforceable provision with a valid and enforceable provision (nearest
enforceable equivalent) considering the object and purpose of the current
General terms and conditions