General Conditions of Sale Online of B2B LEARNING SPRL (Belgium January 2018) 1 Identification of the company SPRL B2B LEARNING 66 Avenue Louise 1050 Brussels VAT and BCE/KBO Number 0475.396.208 Brussels Trade and Companies Register Email: info@b2blearning.be Telephone: +322 335 12 36 2 Applicability of the General Conditions 2.1 The present General Conditions of Sale (hereinafter referred to as the General Conditions ) shall be applicable to the contract concluded between, on the one hand, B2B LEARNING (more fully described in Article 1 and hereinafter referred to as B2B LEARNING or We ) and, on the other hand, the persons (hereinafter referred to as Client(s) or You ) wishing to place an order via the web site of B2B LEARNING [http://www.b2blearning.eu] (hereinafter referred to as the Site ). 2.2 The General Conditions shall be applicable to all offers and orders, and to all payments and provisions of services made by B2B LEARNING and shall exclusively govern all the contractual relations between B2B LEARNING and the Client. If a condition should be missing, then it should be considered to be governed by normal practice in the distance selling sector, the companies in which have their registered offices in Belgium. They shall govern all of the stages necessary for the placing of an order and guarantee the monitoring of that order between the contracting parties. 2.3 The training timetables and tariffs available online shall form an integral part of the contract between B2B LEARNING and the Client. 2.4 By confirming the order in accordance with the process indicated on the Site, the Client shall unreservedly accept the General Conditions, as well as the prices and description of the services sold. These General Conditions shall be solely applicable and replace all other conditions, unless there is a prior express and written departure therefrom. 2.5 B2B LEARNING reserves the right to amend the General Conditions at any time. The new amended General Conditions shall apply instantly, except with regard to orders already accepted, which shall continue to be governed by the General Conditions in force on the date of confirmation of the order. 2.6 The services offered are intended exclusively for persons acting in a professional capacity, namely those who shall acquire or use the products acquired for professional purposes. 1
3. Order 3.1. The offers appearing on the Site of B2B LEARNING shall not establish any obligation. The services presented for purchase shall in no way constitute a contractual offer such that the simple wish expressed by the Client to purchase them, outside the process of placing an order detailed in the General Conditions and on the Site, cannot alone give rise to any contractual relationship. 3.2. The Client who wishes to order on the Site, shall declare that he/she has full legal capacity. Any person lacking capacity, particularly within the meaning of Articles 1123 and following of the Belgian Civil Code, may in no way purchase on the Site. Viewing the Site and the services it offers shall therefore be the responsibility of the legal representative of any person lacking capacity. That legal representative shall be obliged to comply with the present stipulations. In any event, when sending personal data, the legal representative must themselves complete the registration form or expressly authorise the person whom they represent to complete the said form. 3.3. The Parties shall be contractually bound, subject to the stipulations of Article 5, after several steps have been properly and fully completed: the Client places the order with B2B LEARNING using the order form available on the Site and informs us that he/she wishes to order the service identified; the Client is then invited to enter certain data concerning himself/herself and the service the Client wishes to order. The order can only be registered on the Site if the Client is clearly identified. a Web page and/or an electronic mail shall inform the Client that the order has been received. B2B LEARNING shall then have a reasonable period, and at a minimum 10 days prior to the commencement of the training, in which to confirm the order from the Client. It shall only be from confirmation of the order that the Contract is concluded. This confirmation shall be sent to the Client by electronic mail or the posting of a specific web page. Payment shall be made after the order has been confirmed by B2B LEARNING and an invoice has been sent. Outside the General Conditions, the rights and obligations of the parties shall be specified when sending this confirmation which shall contain: - the order number; - the date on which the order was placed; - the details of the order, namely the name of the service ordered, the unit price as well as the total price of the order (VAT included, if applicable); - our details 3.4. As for e-learning modules and examinations not preceded by training, the Contract shall be concluded from payment being made online by the Client. If B2B LEARNING does not accept the order, it shall inform the Client of this within three days and proceed rapidly with reimbursing the order. 3.5. B2B LEARNING reserves the right to suspend or to refuse confirmation of the order in the following cases: - incomplete or incorrect order; - communication of manifestly erroneous data; - non-payment (if prior payment is required). 2
4 Prices 4.1 All the prices indicated on the Site shall be excluding taxes. The prices offered at the end of the order process shall be overall prices and, unless there is an indication to the contrary, shall include taxes and costs. Different price categories exist and shall be clearly explained on the Site. 4.2 Offers and prices shall be valid on the day on which the Site is viewed. They may be altered at any time, it being understood that such alterations shall in no way affect the obligations of the Parties, in relation to orders confirmed in advance by B2B LEARNING. If an obviously erroneous, for instance derisory price is posted, whatever the reason (IT bug, manual error, technical error and so on), the order, even if confirmed by B2B LEARNING, shall be cancelled, and we shall inform the Client of this as soon as possible. The Client shall then be in a position, if they so desire, to place another order at the correct and exact price. 4.3 All other taxes, indirect taxes, duties and deductions at present or in the future which might be levied by an authority on the occasion or in application of sales subject to the General Conditions, shall always be borne by the Client and, as the case may be, shall be payable in addition to the price of the products and services. Any bank charges shall be borne by the Client. 4.4 Notwithstanding the preceding, B2B LEARNING shall be authorised, at any time and without prior notification, to suspend the sale of services, to amend the offer of services or make changes to the range of prices of services, it being understood that such changes shall in no way affect orders previously accepted by B2B LEARNING. 5 Payment 5.1 Payments shall be made in euros ( ). Participation costs shall include coffee breaks, lunches and complete documentation. Half-day training sessions shall not include lunch. 5.2 After confirmation of the order, several modes of payment are available: a) For training whether or not followed by an examination - Payment by training cheques from the Walloon Region or the Flemish Region shall be accepted, provided the relevant box is ticked when placing the order; B2B will contact the CLIENT to send the forms necessary for payment; - Payment by transfer in favour of B2B LEARNING, after confirmation of the order and at the latest five working days prior to the commencement of the training. b) For e-learning and examination without prior training modules: - Payment shall be made online. In the case of refusal to accept the order by B2B LEARNING, the Client shall be fully reimbursed within a reasonable deadline. 5.3 All payments shall be entirely secure. The server shall be in encrypted mode and all 3
information transmitted shall be encoded. 5.4 B2B LEARNING moreover informs you that it has put in place a mechanism aimed at combating frauds involving modes of payment on the internet and thus to protect all clients. Within this context, B2B LEARNING shall check the reliability of the information entered by you when placing an order. If there is an automatic alert triggered by the information relating to your order, our fraud prevention department may ask you for additional information and certain supporting documents (such as: a copy of your identity document, proof of domicile,...) on the basis of which we may confirm or cancel your order. 6 Right to withdraw - absences - cancellations 6.1 The Client may withdraw the order free of charge up to two weeks prior to the commencement of the training (the Withdrawal Deadline ). After that Withdrawal Deadline, the price shall be due in full. The Client may be replaced by a colleague belonging to the same organisation without additional charge. 6.2 The Client shall have exercised the right to withdraw validly if the Client sends the communication in relation to the right to withdraw before the expiry of the Withdrawal Deadline. Notice of exercise of the right to withdraw shall be communicated either by registered letter or by electronic mail. In these two cases, we shall send the Client a confirmation of the withdrawal without delay. The burden of proof concerning the exercise of the right to withdraw in accordance with the present article shall be incumbent upon the Client. 6.3 B2B LEARNING shall reimburse all payments received from the Client, without excessive delay and in any event within fourteen days following the day on which it is informed of the Client s decision to withdraw from the Contract. B2B LEARNING shall make the reimbursement by using the same means of payment as that used by the Client for the initial transaction, unless the Client expressly consents to another means of payment and insofar as that reimbursement does not occasion costs for the Client. 6.4 B2B LEARNING reserves the right to cancel training for which it has not received a sufficient number of registrations (minimum of 4 participants). In this case, the entire amount paid shall be reimbursed to the Client. As the case may be, B2B LEARNING also reserves the right to amend the conditions of organisation of the training, asking registered participants to pay a supplement or reducing the number of hours of training offered, with the Client s prior consent. 6.5 The examinations may take place online or in national or international examination centres. The General Conditions of Sale of those examination centres may be applicable. As the case may be, they shall be communicated to the Client on confirmation of their registration. 7 Intellectual property 7.1 The Client acknowledges that the information, images and data disseminated on the Site, in whatsoever form that may be (illustrations, texts, wording, brands, images, videos, data, notices, comments, ), shall be our property and or that of our co- 4
contractors or partners, and undertakes not to publish, disseminate, use, transform, alter or totally or partially reproduce them in any way or form whatsoever, without authorisation, given in advance, expressly in writing, by us and/or our co-contractors or partners. This refers both to the content of the Site, its components and its forms, presentation and structure. 7.2 The brands, names and logos, whether registered or not, present on the Site, as well as the databases used within the framework of operating the Site shall be our exclusive property and/or that of other companies and may not be used or reproduced. 7.3 No element of the contract between B2B LEARNING and the Client may be interpreted as assigning rights of property, particularly intellectual property, to the Client. 7.4 The Client who has a web site and who wishes, for personal use, to place on this site a simple link directly to a page of the B2B LEARNING web site must ask us for authorisation. In such a case this shall not constitute an implicit agreement of affiliation. On the other hand, any hypertext link to the B2B LEARNING site using the technique of framing or in-line linking shall be formally prohibited. In all cases, any link, even tacitly authorised, must be withdrawn on our simple request. 8 Exclusion of liability 8.1 Within the limits of the present conditions, B2B LEARNING shall provide the Client with access to the web Site, its functionalities and the information contained therein. For all the stages of access to the Site, the order process or later services, B2B LEARNING shall only have an obligation of means. 8.2 All the information published or disseminated on the Site shall be given on a purely indicative basis to the Clients who view it. Such information shall be published without any undertaking as to its exhaustive, precise and current nature, as to its updating and without any sort of guarantee, whether express or implicit. B2B LEARNING shall not guarantee the accuracy of the information on the Site, which may contain technical inaccuracies or errors. B2B LEARNING denies any liability concerning the updating of the Site and the guarantee of accuracy and exhaustiveness of the information which might be posted there. Some of this information originates from third parties, which B2B LEARNING considers to be reliable sources. We nonetheless deny any liability in the case of erroneous or incomplete information appearing on the Site, whether it originates from B2B LEARNING or from third parties. The Client shall be exclusively liable for any use of the Site or the information contained therein. 8.3 B2B LEARNING may insert links to other internet sources in the pages of the Site. B2B LEARNING shall not however be liable in any way whatsoever for the content of sites, advertising, services or any other material available on or from external sources, or damage or loss which might result from their consultation or, even, be in relation to the use of those sites or external sources. 8.4 B2B Learning shall in general be bound by an obligation of means. We may not in any event be held liable for any direct or indirect loss or damage suffered by the Client within the context of using the Site and/or its content. Similarly, we may only be held liable for our fraud or serious wrong. We shall not be liable for the fraud or serious wrong of our officials, principals and, as a general rule, our subcontractors and enforcement agents. The Client shall also indemnify us for any claim in one or 5
other of the following cases: - loss of business opportunity or revenue associated with the operation or lack of operation, the use or lack of use of the Site, the content or lack of content which is to be found or should be found there; - illegal or nonauthorised by any third party in the web server; - introduction of an IT virus in the web server or on the Site; - temporary congestion of the bandwidth; - interruption of the internet connection service for a cause outside our control. The Client accepts that the elements / functionalities / graphic charts, etc. offered on the Site shall be liable to evolve. Indeed, certain functions shall be deleted and others added without the Client being able to make any particular claim. Similarly, we alone shall decide on the opportunity to include / delete any content present on the Site. Finally, we reserve the right, at any time and for whatsoever reason it may be, to modify or temporarily or permanently interrupt all or part of the access to the Site without having to inform the Client in advance. This shall for instance be in the case of maintenance of the Site or major modification of the services and/or functionalities offered. We cannot be held liable for any direct or indirect damage associated with a modification, deletion or interruption of access to the Site, for whatsoever cause that may be. 8.5 B2B shall only be liable for the content of the pages it edits. 8.6 B2B LEARNING shall incur no liability for any indirect damage as a result hereof, loss of operation, loss of profit, loss of opportunity, damages or costs, which might arise from the pact of purchasing the services. 8.7 B2B LEARNING reminds you that it is prudent to save the data contained in the services purchased. B2B LEARNING shall not be held liable for losses of data, losses of files or damage as defined in the preceding paragraph. The total or partial impossibility of using the products, particularly by virtue of the incompatibility of equipment, cannot give rise to any compensation, reimbursement or raise the question of our liability. 9 Privacy and confidentiality 9.1 B2B LEARNING reserves the right to collect data concerning the Client, particularly when the latter places an order, or by the use of cookies (small file sent by an internet server, which registers on the hard drive of your computer. It keeps a trace on the web site visited and contains a certain amount of information on that visit for more information, we refer you to our Cookies and Privacy pages). 9.2 Personal data in relation to Clients shall be kept in our database. The party responsible for processing shall be B2B LEARNING. 9.3 By accepting the General Conditions of Sale, the Client has expressed his/her approval for the Client s data to be recorded and processed by B2B LEARNING: - for administrative purposes; - with a view to the management of contractual client relations (in exchanges of mails within the framework of the contractual relations or in the case of dispute); - with a view to execution of the contract; - with a view to confirming or correcting your personal data; - with a view to sending brochures and/or newsletters in relation to our services; - for processing information on our own behalf; - to assist us in running our business and compliance programmes; 6
- to audit our activity; Clients personal data shall be sent to certification organisations in order to enable the Client to take the desired examination. 9.4 The Client shall be entitled to ask to consult the data relating to them and to obtain a rectification of incorrect data. For that purpose, the Client shall send us an electronic mail to info@b2blearning.be or a letter by post to B2B LEARNING, 66 Avenue Louise, 1050 BRUSSELS. 9.5 Additional information concerning the protection of privacy in IT processing may be obtained from the Commission for the Protection of Privacy, 139 Rue Haute, 1000 Brussels or the web site http://privacy.fgov.be. 10 Force majeure 10.1 In the case of force majeure, the party which is a victim thereof shall be discharged from any liability. They may reduce their undertakings, terminate the agreement, cancel or suspend its execution, without being liable to pay any indemnity whatsoever. 10.2 In particular the parties shall consider to be a case of force majeure: war, civil war, strike, attack, lock-out, machine breakage, fire, flood, interruption of means of transport, difficulties with the supply of commodities, material and energy, restrictions or provisions imposed by the authorities, delays due to suppliers and in general any cause involving unemployment or total or partial non-availability or our premises. 11 Conservation, archiving of transactions and proof 11.1 The archiving of order forms and invoices shall be performed on a reliable and durable support, so as to correspond to a true and lasting copy. 11.2 Within the context of their relations, all the parties accept the principle of electronic proof (for example: electronic mail, backups, etc). 12 Invalidity If one of the clauses of the present contract might be null and void as a consequence of any change of legislation, regulation or court decision, this shall have no effect on the validity and observance of the other clauses of the contract and the General Conditions. 13 Applicable law - competent Jurisdiction 13.1 The contractual relations between B2B LEARNING and the Client shall be subject to Belgian law, whatever the nationality of the parties. 7
13.2 Any dispute with the Client shall fall within the exclusive competence of the courts and nals in Brussels. 13.3 Within the context of their relations, all the parties accept, the principle of electronic proof (for example: electronic mail, backups, etc). 8