General terms and conditions of sale and invoicing

Article 1: General

These general terms and conditions apply to all commercial relationships and agreements concluded between Blinc Sales Institute BVBA, with registered office at 9031 Drongen, Deinsesteenweg 114 and registered in the Crossroads Bank of Enterprises under number 0645.619.726 (hereinafter Blinc Sales Institute) and its customers as well as to all purchase orders, invoices, or other documents. The application of these terms and conditions is the decisive condition for the conclusion of the agreement of Blinc Sales Institute, regardless of whether the customer makes professional use of the goods and/or services of Blinc Sales Institute. These terms and conditions must be regarded as written and must be considered to be adopted in their entirety, without any deviation, by those parties who received them without objection. Any deviation from these terms and conditions must be the subject of an agreement in writing that is signed by Blinc Sales Institute. Should one or more clauses or part of the clauses not be valid or an explicit deviation be allowed, then this shall not affect the validity and the applicability of the other provisions. These terms and conditions apply with absolute exclusion of the terms and conditions stated on the purchase orders, invoices, or other documents issued by the customer.

Article 2: proposals and delivery times

All proposals done by Blinc Sales Institute, in whatever form, are without obligation unless otherwise stated. No commitment by representatives of Blinc Sales Institute or by persons acting on behalf of Blinc Sales Institute shall be deemed valid without written confirmation by Blinc Sales Institute. The absence of such written confirmation does not entitle the customer to claim any compensation. The delivery time and execution dates are provided as a guideline only and shall therefore be deemed approximate. Failure to comply with the specified delivery terms shall not entitle the customer to invoke the termination of the agreement, to refuse the goods or claim any compensation.

Article 3: acceptance

The ordered goods and/or services are delivered and accepted or shall be deemed to be such at the time of the delivery of the goods to the customer or at the time of the delivery of the services and no explicit and motivated refusal is formulated in relation to the delivery or acceptance, as stipulated below in Article 9 of these terms and conditions. In the event of the sale of immediately reproducible products, which are protected under copyright law, the opening or changing of the security packaging shall be deemed equivalent to the acceptance of the delivered goods.

Article 4: risk, retention of title and right of retention

The risk associated with the goods shall pass to the customer at the time of delivery but ownership shall only be transferred when payment in full has been made. In the absence of payment pursuant to Article 6 of these terms and conditions, the customer undertakes to restitute the goods to Blinc Sales Institute at its first request. Until such time, Blinc Sales Institute can freely dispose of it. The customer shall not pledge, dispose of the goods or grant any right thereto to a third party. This retention of title clause also applies in the event of bankruptcy, insofar as the goods are in kind with the customer, who undertakes to store the goods with due care and as recognisable property of Blinc Sales Institute. Blinc Sales Institute reserves the right to not deliver the training certificates, certificates, diplomas or reports associated with the services provided as long asball outstanding invoices have not been paid. The customer accepts that Blinc Sales Institute does not give a guarantee and does not accept any liability with regard to the ability of the services (including training programmes) to meet the customer’s specific needs. Blinc Sales Institute shall make every reasonable effort to provide the customer with the most complete and correct information possible, but without any guarantees in this regard.

Article 5: cancellation

Registrations for a course/training programme of Blinc Sales Institute can be postponed by the customer, unless expressly stated otherwise by Blinc Sales Institute on the quote, the participation form or the order confirmation, to a later date than the date originally stipulated in the aforementioned documents for the course/training programme, provided that this is done in writing in advance (by e-mail and/or by regular post) and provided that Blinc Sales Institute has scheduled one or more alternative dates for a course/training programme on the same subject. If Blinc Sales Institute receives this request for postponement one month prior to the original date of the course/training programme, the customer shall not owe any compensation. If Blinc Sales Institute receives this request for postponement less than one month before or two weeks prior to the original date of the course/training programme, the customer shall owe compensation to the amount of 35% of the price of the course/training programme. If Blinc Sales Institute receives this request for postponement less than two weeks prior to the original date of the course/training programme, the customer shall owe compensation to the amount of 50% of the price of the course/training programme. The customer may always have a third party participate in his place, subject to prior written notification. If the customer wishes to reduce the number of training days (compared with the number of days listed in the order confirmation) or wishes to terminate the cooperation, the customer shall owe compensation equal to 65% of the cancelled and agreed order amount, without prejudice to the right of Blinc Sales Institute to demonstrate and claim greater damage.

In the event of cancellation of other products and/or services than training programmes/courses, the cancellation of the order by the customer shall be deemed a breach of contract. Blinc Sales Institute reserves the right to consider the agreement as dissolved by law and without prior notice of default in the event of bankruptcy, obvious insolvency, (application for) judicial reorganisation or suspension of payment.

Article 6: payment terms

The invoices of Blinc Sales Institute are always payable at the registered office or by bank transfer to the bank account BE63 7390 1288 2308 BIC KREDBEBB stated on the invoice, net and without a discount. Blinc Sales Institute may request advance payments from the customer. Unless otherwise agreed in writing, each payment is made within 30 calendar days of the invoice date. The costs shall be borne by the customer. Invoices that have not been paid on the due date shall be legally increased,

without notice of default, by a fixed compensation of 10% of the principal sum, with a minimum of €200, as well as an interest from the due date of this invoice of 1% per month. In all cases, the customer remains jointly and severally liable for the payment of the invoices of Blinc Sales Institute, even if Blinc Sales Institute has accepted to address the invoices in whole or in part to third parties. No debt renewal

will take place in that case. The non-payment of one invoice on the due date means that the balance owed of all other, even invoices that are not due yet, shall be immediately due and payable by law. Moreover, Blinc Sales Institute also has the right to immediately suspend all pending orders. The payments shall always be used to settle the oldest outstanding debts, including the interest due, first.

Article 7: guarantee-liability

Unless explicitly agreed otherwise, the contractual obligations of Blinc Sales Institute always imply an obligation of means.  In the event of non-conforming delivery, missing services, or a well-founded refusal of delivery/acceptance in the sense as intended in Articles 3 and 9 of these terms and conditions, Blinc Sales Institute shall never have to do anything more than replace, supplement, adapt or finish the products and services. The liability of Blinc Sales Institute for the principal sum, interest and costs is always limited to the price of the order. Blinc Sales Institute does not give any other warranty. The liability of Blinc Sales Institute never extends beyond the addition of the missing goods or services in case of incomplete delivery or the replacement of the goods or parts thereof, to be returned within a period of 14 calendar days after the valid formulation of a complaint. Blinc Sales Institute can choose to pay equivalent compensation in lieu of the aforementioned addition or replacement. The customer is responsible for ensuring that the goods or services he received are compliant with VAT regulations. The VAT shall be duly settled in his own country.

Article 8: force majeure

Cases of force majeure, irrespective of whether they temporarily or definitively prevent the execution of the agreement, suspend or extinguish the obligations of Blinc Sales Institute in the framework of this agreement. They discharge Blinc Sales Institute of its obligations to the customer of any liability or damage that would arise therefrom.

Force majeure shall be taken to mean any cause or circumstance that prevents Blinc Sales Institute from fulfilling its obligations and which are beyond the control of Blinc Sales Institute. The following non-exhaustive list of events shall be considered as force majeure and includes: wars and similar situations, decisions or actions of the public authorities, strikes, floods, fire, illness, telecommunications problems, business disruptions, etc.

Article 9: complaints

The protest against invoices, under penalty of forfeiture of the right to protest, must be substantiated by registered letter, fax or e-mail within 8 calendar days after the invoice date. Without prejudice to what has been stipulated above, no complaint for visible defects, missing goods or services, or non-conforming delivery may still be formulated after the day of acceptance as stipulated in Article 3 of these terms and conditions. Every other complaint must be motivated to be valid, must contain a detailed description and must be made by registered letter or fax within 72 hours following the event, as a result of which the liability of Blinc Sales Institute could be invoked. If the customer fails to accept delivery or makes it impossible, the 72-hour period starts upon receipt of the delivery note or in the absence thereof on the invoice date. In the absence of a complaint within the aforementioned periods, any and even partial use is simply an act of approval or acceptance. The timely formulation of a complaint does not absolve the customer of his payment obligation.

Article 10: intellectual property rights

All intellectual or industrial property rights to all products and/or services developed, used and offered by Blinc Sales Institute, including but not limited to drawings, sketches, diagrams, software, texts, courses, programmes, tables, tables of contents, models, etc. are and remain exclusive to Blinc Sales Institute or its licensor. They may not be copied, published or made available to third parties, neither in whole or in part, without prior written permission from Blinc Sales Institute for any other purpose than internal use. In addition, the customer is not permitted to remove or change any indication regarding copyrights, brands, logos, trade names or other intellectual or industrial property rights from the products, software, texts, courses, designs, software or other materials supplied by Blinc Sales Institute in the slightest way. Violations of the obligations described in this article by the customer will automatically and without prior notice give rise to a fixed compensation of €510, per infringement that is established, to be paid at the first request of Blinc Sales Institute, without prejudice to the right of Blinc Sales Institute to demonstrate and claim greater damage.

Article 11: confidentiality and non-recruitment

Any confidential information that the customer obtains directly or indirectly from Blinc Sales Institute in the framework of the establishment or during the execution of this agreement (including prices and tariffs, commercial terms and conditions, concepts, courses, programmes, etc.) shall be deemed confidential. They may not be shared with third parties. They may solely be used within the framework of the conditions under which they were made available or shared with the customer. The customer shall refrain from approaching employees and/or representatives of Blinc Sales Institute, both directly or indirectly, for himself or for third parties, with a view to recruiting them and/or the organisation of an occasional or long-term cooperation, unless otherwise agreed, during the term of the agreement and for a period of 12 months following the termination thereof.

Article 12: Privacy provisions

The training programmes and tests that are the object of this agreement require Blinc Sales Institute to transfer the personal information of the persons involved to the customer.

The parties both have the intention to fully comply with legislation on the protection of personal data. They wish to inform the data subjects transparently and to meet their legitimate expectations.

For the above reasons, the parties shall subject the transfers of personal data to the following conditions:

1. Blinc Sales Institute shall inform the data subjects by means of an overview of processing operations about the processing of their personal information and the transfer of their personal information to the customer. You can find this overview at https://www.blinc.be/nl/verwerkingsoverzicht-trainees-coachees-testees.
2. The customer undertakes not to process the personal information provided to him by Blinc for any other purposes than the purposes listed in this overview of processing operations. An exception shall only be made if the Customer processes the personal information on a separate legal basis. Blinc is not responsible for such a second processing operation.
3. The customer undertakes to follow up on requests from the data subjects in the framework of the exercise of their rights as stipulated in Articles 12 et seq. of the GDPR.
4. The customer is solely responsible for the further transfer of personal information to third parties. As such he undertakes to make appropriate arrangements thereto with the third party if necessary.
5. Special categories of personal information as referred to in Art. 9 of the GDPR shall not in principle be transferred between parties. They shall only be transferred on the basis of a legal obligation or following the consent of the person concerned.
6. Both parties shall take all legally required and reasonable security measures with regard to this personal information.
7. Blinc shall store this personal information for as long as necessary to comply with the legal obligation and facilitate possible further training, coaching and testing. Blinc shall then delete or anonymise this personal information.

Article 13: applicable law and competent court

All agreements with Blinc Sales Institute are governed by Belgian law. All Belgian and international disputes, relating to the establishment, the interpretation, the execution and/or the termination of the agreements with Blinc Sales Institute are solely subject to the exclusive jurisdiction of the courts of the judicial district where the registered office of Blinc Sales Institute is located.