Scope
All tenders, purchase orders, agreements and invoices between Learnia on the one hand and the Customer on the other hand are exclusively governed by the following Learnia general terms and conditions of sale.
Any terms and conditions deviating from these only apply if they have been expressly approved in writing by Learnia in advance.
These terms and conditions of sale take precedence over the Customer's terms and conditions of purchase unless Learnia expressly waives them in favor of the Customer's terms and conditions in writing.
Validity of price quotations
Unless otherwise stated, Learnia's quotations are valid for 21 days from the quotation date.
For long-term assignments, Learnia reserves the right to index the daily price according to the Agoria Wage Index, as of January 1. Learnia will inform the customer about this during the month of January.
All our prices are exclusive of 21% VAT.
Travel expenses (within Belgium) are included in the price of the training.
For services outside Belgium, the effective travel and hotel costs will be charged, plus an administrative fee of 150 euros. When travel must take place during working hours, an allowance will be charged. This amounts to 75% of the agreed daily rate.
Orders
An order can be made in a formal way (e.g. via an official order form or signed price offer), or informally (when e-mail communication makes it clear that concrete class dates or other actions are planned).
Cancellations of training days
When a training course is cancelled:
- More than 10 working days before the course date: cancellation free of charge
- Between 5 and 10 working days before the course date: 50% of the price will be invoiced
- 5 working days or less before the course date: 100% of the price will be invoiced
Invoicing and payment
Services and goods are invoiced on a monthly basis.
Unless otherwise agreed, all invoices are payable within 30 days of invoice date. VAT is payable by the Customer. The lack of written protest of an invoice within eight (8) working days from its sending date implies the irrevocable acceptance of the invoice and the Services mentioned therein.
The expiration of the payment term shall automatically and without prior notice, put the Customer in default. Upon expiry of the payment term, the Customer shall owe conventional interest equal to the interest rate stipulated in Article 5 of the Late Payment Act (Act 02/08/2002, BS 07/08/2002), plus 3%. This interest shall be calculated from the due date until the day of full payment.
In case of late or incomplete payment of an invoice:
- Learnia shall be entitled to increase the invoice amount by 15% as compensation;
- all costs, extrajudicial collection of the invoice, as well as the costs of legal proceedings and execution shall be borne by the Customer;
- all unexpired claims against the Customer shall become immediately due, claimable and payable; and
- Learnia shall have the right to suspend all its Services in respect of the Customer without prior notice.
Customer shall not be entitled to suspend any payment.
Reproduction Rights and Intellectual Rights
The teaching materials belonging to Learnia are protected by copyright (documentation in all forms) and may only be distributed to the Customer's staff.
The Customer is not allowed to publish or open this material to external parties. In case of infringement by the Customer, the Customer shall be liable to Learnia for damages of EUR 15,000.00, without prejudice to Learnia's right to additional damages provided by law.
Infrastructure
When the training courses take place in the Customer's premises, the Customer shall ensure optimal teaching conditions:
- Well ventilated and lit classroom with sufficient space and furniture for the number of participants and the trainer
- Specifically for software training:
- One PC per participant and one PC for the instructor, with the correct version and language of the software or access to the necessary applications and data
- Access to internet
- Beamer, whiteboard and/or flipchart
Confidentiality
Confidential information means any information, commercial, financial, technical or otherwise, of any form (oral, written, graphic, electronic, etc.), exchanged between the Parties under this Agreement, which is marked or designated as being confidential or which could reasonably be expected to qualify as confidential.
Both Parties and their Employees must keep confidential the confidential information received from the other Party in execution of this Agreement. In addition, the Parties may only use the Confidential Information for the purposes of this Agreement. The Parties may not disclose confidential information to third parties without the written authorization of the other Party. Information shall in any case be considered confidential if it is designated as such by either Party.
The confidentiality obligation shall continue for a period of three (3) years after disclosure, and in any event shall end no later than three (3) years after the end of this Agreement, regardless of the cause of termination of the Agreement.
Shall not be considered Confidential Information if and to the extent it can be proven by the receiving Party through written documentation:
- the information legally obtained from a third party not bound by any obligation of confidentiality or secrecy;
- the information that a Party already knew before it was transmitted to it under this Agreement;
- the information that a Party has developed itself without violating this Agreement;
- the information that has fallen into the public domain without the intervention or fault of the Party that received it;
- the information required to be made public by a judicial or administrative decision.
Service Provider may also include the Client in its client list, publish a brief description of the assignment and use the Client's name and brand for publicity purposes and PR activities.
Non-Recruitment
The Customer agrees not to actively solicit Learnia's Employees, directly or indirectly, for the purpose of engaging them, from the commencement of performance of the Services until twelve (12) months after the end date of the Services and/or termination of the Agreement, whichever is later, except if both Parties agree otherwise in writing.
If the Customer contracts, hires or utilizes the services of any Employee of the Service Provider, in employment and/or on an independent basis and/or through a corporation, the Customer shall pay to the Service Provider a sum equivalent to 120 times the per diem as set forth in the price quote or contract. Such sum shall be payable on the date the Employee was first engaged or his services used.
The Customer undertakes to impose the obligations of these articles on the third parties with which it cooperates and/or contracts. The Customer undertakes that these third parties will not approach any of the Service Provider's Employees with a view to engaging or recruiting them.
Special Circumstances.
In the event of illness or absence of the instructor, we make every effort to provide quality replacement. However, Learnia cannot be held responsible in case the training cannot take place.
In circumstances that prevent the instructor from accessing the training location (such as strikes), Learnia will invoice the agreed rate.
Force Majeure
Neither Party is obliged to fulfill any obligation if prevented from doing so as a result of Force Majeure.
For this purpose, Force Majeure is defined as the situation in which the performance of the Agreement for one of the Parties is prevented in whole or in part, temporarily or otherwise, beyond the control of the Party(ies). Shall be considered, inter alia (non-exhaustively), as Force Majeure: fire, war, terrorist attacks, adverse weather conditions, force majeure of Learnia's suppliers, defectiveness of goods, equipment, software or materials of third parties, the use of which has been made available to Learnia by the Customer, government measures, failure of Internet, data network or telecommunication facilities, the unavailability of servers of third parties, strike, unavailability of Employees and/or their materials, general transport problems and electricity failure.
If a Force Majeure situation lasts longer than sixty (60) calendar days, either Party shall have the right to terminate the Agreement in writing. What has already been performed under the Agreement shall in that case be settled proportionately without the Parties owing anything else to each other.
General provisions
The present Agreement is subject to Belgian law, to the exclusion of the Vienna Sales Convention of April 11, 1980 (CISG).
In case of disputes concerning the execution and/or interpretation of the present Agreement that cannot be settled amicably, the Courts of Antwerp (Antwerp Division) shall have exclusive jurisdiction. Any claim by the Customer relating to the Services provided shall lapse six (6) months after the day on which the Customer became aware or could reasonably have become aware of the harmful event giving rise to that claim,
Neither this Agreement nor any rights or obligations arising therefrom may be assigned in whole or in part without the express written consent of both Parties. Notwithstanding the foregoing, Learnia shall always be entitled to assign this Agreement, or any rights or obligations arising therefrom, in whole or in part, to any Affiliate of Learnia without the express and written consent of the Customer.
Learnia may use subcontractors for the performance of the Agreement without the prior written consent of the Customer.
Current general terms and conditions of sale are valid from January 1, 2020 and supersede all previous ones.