APPLICABLE FROM THE REQUEST FOR QUOTATION AND/OR THE AWARD OF THE CONTRACT
These general terms and conditions of sale apply to all expressly and mutually accepted agreements between a client and Witas bvba – Oosteindestraat 15B, 9160 Lokeren (hereinafter Witas). The parties expressly acknowledge that documents exchanged between them via the web, e-mail or fax have the same authenticity value as original documents.
II. Validity of terms and conditions of sale – quotations
These terms and conditions of sale are supplied to every possible client together with a quotation. By giving an order, the client accepts these General Terms and Conditions of Sale. Other conditions, including the client’s own conditions, are only valid if they have been explicitly accepted by Witas. Even in that case, the provisions of Witas’ General Terms and Conditions remain in full force. The prices quoted by Witas are always exclusive of VAT and, unless specifically provided otherwise, are valid for thirty calendar days. The sale only takes place after Witas has explicitly accepted the order.
III. Effort commitment
Every assignment to which Witas commits itself is always a pure obligation of effort. The client is responsible for providing all important information in a timely manner and, if necessary, for making employees and/or suitable infrastructure available. Witas cannot be held liable for not taking into account certain information, not explicitly communicated to Witas, and whether or not the client achieves certain business results.
IV. Promotions and discounts
Customers are always informed about promotions and discounts by newsletter. These are only valid on group courses (unless otherwise stated) and valid within a certain period. The communicated discount is only valid on one registration. Each additional registration is entitled to a 10% discount (unless otherwise stated). The largest discount is always granted on the cheapest registration.
V. Payment terms – right of retention
All Witas’ invoices are payable in cash by bank transfer, unless otherwise agreed in writing. Non-timely payment entitles Witas to discontinue further deliveries or services, without the client being able to claim any compensation for this. Until payment is made, the services/goods remain the property of Witas, who can retain or reclaim them. The non-payment on the due date of an invoice makes the balance due of all other invoices, even those that are not yet due, immediately due and payable. From the due date, interest may be demanded for any unpaid invoice by operation of law and without notice of default, equal to the legal interest rate increased by two percent. Additional damages may be claimed in the event of judicial collection equal to 10% with a minimum of 100 euros.
When the participant calls upon grant measures and receives or uses the grant funds for the (partial) payment of an order, the client assumes exclusive responsibility for the accuracy of the information provided to the grantor. In the event that irregularities on the part of the participant occur and Witas does not (fully) receive its invoice balance as a result or has to repay the subsidy to the grantor, Witas has the right to immediately reclaim the subsidised amount in its entirety from the client, increased by 25% compensation.
VII. Planning and delivery
Time indications are provided for information purposes only. Witas cannot be held liable for any exceeding of such terms, unless expressly agreed. Witas is not liable for any damage that may occur to the services/products delivered once they have been delivered or sent by Witas. Witas is not obliged to store any copy of these products and/or services. Witas is not liable for its own interpretation or processing of services/products by the client.
VIII. Amendment of the contract
If the client wishes to make a change to the order during the execution, this must be reported in writing. In this case, Witas reserves the right to adjust the execution schedule and the price. The client must ensure that all information and documents required by Witas in its opinion for the correct and timely execution of the assignment are made available in good time and in a form and manner desired by Witas. The client must ensure that Witas is immediately informed of facts and circumstances that may be relevant to the correct execution of the order. The client is responsible for the accuracy, completeness and reliability of the information and documents made available to Witas, even if these originate from third parties. The additional costs and fees resulting from the delay in the execution of the order, arising from the failure to make the requested information, documents, instructions, code available on time or properly, shall be borne by the client.
IX. Early termination of the commission
In the event of force majeure, or the occurrence of an unforeseeable event, the parties may terminate an order prematurely. This must be immediately motivated and communicated in writing to the other party with proof of the situation on which they rely. Such situations release the parties from any liability. Witas reserves the right to regard the agreement as dissolved by operation of law and without prior notice of default in the event of bankruptcy, suspension of payment, apparent inability, as well as in the event of any unannounced change in the legal situation of the client, without the latter being entitled to any compensation. If the client prematurely terminates the agreement for reasons other than those stated above, Witas is entitled to a compensation, which is specified in the specific conditions attached to each quotation. In any case of premature termination Witas always retains the right to payment of invoices for work carried out up to that point.
X. Intellectual property and confidentiality
All copyrights or other intellectual property rights associated with any document or product developed by Witas and/or by an author or expert affiliated with Witas remain the exclusive property of Witas and/or the respective original author(s) or expert(s). The client receives the full right of use of all documents and products that have been handed over during the training, but can never have them used by third parties in any way whatsoever, nor reproduce, copy or distribute them in any other form, without the express written approval of Witas. Witas is obliged to keep all information and data of the client confidential from third parties. Within the framework of the assignment Witas shall take all possible precautions to protect the interests of the client.
XI. Secrecy and data protection
Both parties shall consider all commercial and technical non-public information received from the other party during the performance of the contract as confidential; such information may be used only within the framework of the contract and such confidential information and materials may be disclosed only to persons who must have access to such information within the framework of the contract or who may have access to it in accordance with a legal duty of disclosure. Both parties will make every effort to respect this confidentiality and to inform employees and third parties about the confidential nature of the information. All confidential information and materials made available to one of the parties within the scope of the assignment shall remain the unique and exclusive property of the respective party and shall be returned to the owner after the termination of the assignment or, to the extent agreed between the parties, destroyed. Neither party shall reproduce or distribute the confidential information and materials, directly or indirectly, in whole or in part, orally or in writing, without the prior written consent of the other party, except as required for the performance of the agreement. Processing of personal data by Witas shall take place in accordance with the applicable legislation and regulations in the field of the protection of personal data. Witas will treat personal data confidentially and will inform anyone who necessarily has access to this data of the confidential nature thereof. Witas considers the personal data provided to it by the client within the framework of the assignment to be lawfully obtained and managed by the client. The client guarantees him against any claims from third parties in this respect. Witas shall be entitled to state the name of the client and the main features of the work performed to Witas’ commercial relations and only as an indication of Witas’ experience.
Any complaint must be made in writing to Witas at the address above. If the client uses part of the delivered services/products in any way whatsoever, this will be considered as acceptance of the entire delivery. Defects in a part of the delivered services / products do not give the right to reject the entire delivery. Witas is never liable for indirect damage on the part of the client.
XIII. Dispute settlement
This agreement is governed by Belgian law. In case of dispute, Witas will always do everything possible to reach a settlement. If this does not succeed, only the courts of Dendermonde are competent.
Witas’ failure to apply one or more provisions of these general terms and conditions cannot be interpreted by the client as a waiver of these general terms and conditions. The non-validation of one or more provisions of these general terms and conditions does not imply that the other terms and conditions cannot apply. These General Terms and Conditions are effective from 1 December 2013 and replace all previous provisions. Witas reserves the right to amend these provisions at any time.