.png){kind=small}
.png){kind=small}
A. General Provisions
1. Applicability.
a. These general sales conditions (hereinafter referred to as the "General Sales Conditions") govern the commercial relationship between the limited liability company OBELISK, with its registered office at 3001 Leuven, Grauwmeer 1, RPR Leuven, with company number 0477.725.790 and registered with the VAT administration under number BE 0477.725.790, (hereinafter referred to as "Obelisk") and the company or private individual wishing to purchase services from Obelisk (hereinafter referred to as the "Customer"). Obelisk and the Customer are hereinafter jointly referred to as the "Parties".
b. These General Conditions of Sale take precedence by operation of law over the customer's conditions of purchase.
c. In case of translations of these General Terms of Sale, the original Dutch text remains the basis on which disputes can be decided. Translations of these General Terms of Sale are purely informative and non-binding.
d. Notwithstanding any past or future communication to the contrary, the Customer, by sending a price inquiry, placing an order and/or entering into a contract with Obelisk, accepts that only the following standards apply to all contractual, pre-contractual and extra-contractual legal relationships between Obelisk and the Customer, both present and future (in hierarchically descending order, the following in the absence or silence of the preceding): (1) the written contract between Obelisk and the Customer; (2) the written order confirmation issued by Obelisk; (3) these General Conditions of Sale; (4) Belgian law.
e. Agreements and undertakings, whether or not deviating from these General Terms and Conditions of Sale, made by Obelisk's representatives or personnel, shall only be effective against the latter if Obelisk has expressly confirmed these deviations in writing. Explicit, written and accepted deviations from the General Conditions of Sale by the Customer are valid only for the specific contract to which they relate and cannot be invoked for any other, even similar, contracts.
f. The agreement between the Customer and Obelisk regarding the services determines the relationship between the Parties. All that has occurred and been discussed prior to the formation of the Agreement shall be disregarded in interpreting the Agreement, unless specifically provided for in the Agreement. Amendments to the agreement shall only be valid if they are made in writing, on the understanding that the scope of services as defined in the agreement may be amended by the Parties by mutual agreement in writing, including by e-mail or by fax.
g. Obelisk reserves the right to supplement and/or amend these General Terms and Conditions of Sale at any time. Such modifications and/or amendments shall also apply with respect to agreements already concluded. After notification to the Customer, the latter has five (5) working days to formulate comments in this regard. If the Customer formulates comments, Obelisk will enter into negotiations with the Customer regarding these comments. If no comments are received within five (5) working days, the Customer will be deemed to have accepted the changes - tacitly - and the new conditions will be deemed to have come into effect immediately upon notification to the Customer.
2. Quote.
a. When a quotation is requested, non-exhaustive price estimates are provided. The quotation does not constitute a binding offer and is to be regarded merely as an invitation to contract.
b. All quotations are valid for thirty (30) calendar days unless specifically stated otherwise.
c. Quotations include only performance expressly stated therein. Additional performance resulting from a change in the order by the Customer, unforeseen circumstances or any other reason not attributable solely to the conduct of Obelisk is not included in such performance.
d. The contract between the Parties shall only be established after written or electronic confirmation thereof by Obelisk and/or by the commencement of work by Obelisk, whichever occurs first. The formation of the contract can only be refused by Obelisk on the basis of objective reasons.
3. Price.
a. All our prices are exclusive of VAT, taxes, moving and transportation costs, unless otherwise stated.
b. Our prices do not include didactic materials, courses and documentation unless otherwise stated in the quotation. A composite quotation does not obligate Obelisk to perform a portion of the services at a corresponding portion of the quoted price.
c. If one or more cost price factors undergo an increase after the date of the quotation, even if this occurs due to foreseeable circumstances, Obelisk is entitled to increase the agreed price accordingly and within the legally permissible standards.
d. Obelisk reserves the right to suspend its commitments until full payment of the sums due from the Customer has been received. Delay in payment by the Customer, may give rise to delay in the performance of Obelisk's commitments.
4. Delivery terms.
a. The indicated execution or delivery times are indicative only and are not binding. Under no circumstances, except in the case of intent or gross negligence on the part of Obelisk, can the exceeding of the indicated execution or delivery period give rise to the payment of any damages or the cancellation of the contract. Any delay in performance of which Obelisk becomes aware will be brought to the attention of the Customer as soon as possible.
Changes to the order will automatically result in the lapse of the predetermined delivery dates.
5. Deliveries & Movements.
a. In case services are provided, the cost of relocation and other costs of intervening parties shall be borne by the Customer.
6. Force majeure & imprecision.
a. If Obelisk is unable to perform the contract due to force majeure/hardship, even if the situation of force majeure/hardship does not result in permanent and/or utter impossibility of performance, or if the contractual balance between the Parties is seriously disturbed by an event beyond Obelisk's control such that the contract cannot reasonably be expected to continue to be performed Obelisk shall have the right to (i) temporarily suspend the performance of its obligations, or (ii) terminate the contract in accordance with Article 17, if the contract cannot be performed for more than three (3) months due to force majeure, or (iii) renegotiate the conditions under which the contract is performed. In this case, Obelisk will not owe any compensation to the Customer.
If the Customer does not participate in good faith in the renegotiation, the Obelisk may ask the court to determine new contract terms.
b. The Customer's commitment to Obelisk is essentially an obligation to pay, for this reason force majeure on the part of the Customer is therefore excluded.
c. Are considered cases of force majeure, among others (non-exhaustive list): war, natural conditions and/or disasters, weather damage, strike or lockout, fire, flood, seizure, embargo, illness, strike, staff shortages, epidemics and pandemics, high absenteeism, electrical, computer, internet or telecommunications failures, hacking, government measures, shortage of means of transport, general scarcity of raw materials or goods, restrictions on energy consumption and this regardless of whether the force majeure occurs both at Obelisk, its subcontractors or one of its suppliers.
7. Complaints.
a. Complaints regarding the services rendered must be made no later than eight (8) days after receipt of the services rendered. This must be done by registered letter and mentioning the invoice number or the order form number. If the complaint is found to be justified, Obelisk's obligations will always be limited to rectifying or compensating the non-conforming or faulty service free of charge.
b. Complaints regarding the invoice must be reported by registered mail within eight (8) days of the invoice date. Failing this, the invoice will
be considered accepted without any reservations.
c. Complaints do not relieve the Customer from the agreed payment obligations within the time period set forth in these General Terms and Conditions of Sale.
8. Warranty.
a. Obelisk only provides an obligation of effort and in no case undertakes to achieve a specific result.
b. Obelisk does not guarantee under any circumstances that the services provided will enable the Customer to solve a specific problem or will be useful for a specific purpose intended by the Customer. Unsuitability for that purpose can therefore in no case be accepted as grounds for terminating the agreement between the Parties.
9. Confidentiality and intellectual property.
a. All documents, information, models and/or designs of any kind provided to the Customer during the negotiations regarding, and/or the execution of the contract between Obelisk and the Customer, and/or mentioned in any possible document emanating from Obelisk, must be kept confidential.
b. Intellectual Property Rights means all intellectual, industrial and other property rights (whether or not they are (expressly) protected by law), including but not limited to copyrights, neighboring rights, trademarks, trade names, logos, drawings, models or applications for registration as drawings or models, patents, applications for patents, domain names, know-how, as well as rights to databases and computer programs, with the exception of the Customer's intellectual property rights (hereinafter referred to as the "Intellectual Property Rights").
c. Obelisk's services and/or products and all elements contained therein are protected by the Intellectual Property Rights of Obelisk or its licensors.
d. Obelisk, however, retains all copyrights or rights granted to it on the designs and/or products created by Obelisk and its deliverables, including but not limited to learning courses, instructional videos and gamification applications. Consequently, under no circumstances may the Customer copy, modify, transmit, distribute, display, reproduce, publish, license, transfer or sell, nor create works derived from the aforementioned elements, without Obelisk's prior written consent both during the execution of the agreements and thereafter.
e. If the Customer commits an infringement of Obelisk's Intellectual Property Rights as contained in the General Terms and Conditions of Sale, it shall be liable to Obelisk by operation of law and without notice of default to pay liquidated damages in the amount of ten thousand euros (€10,000), plus one thousand euros (€1,000), per day that the infringement continues and without prejudice to Obelisk's right to prove and claim higher damages.
10. Liability.
a. Obelisk shall only be liable for direct damage, loss, any cost or expense incurred by the Customer resulting from gross or intentional errors committed by its employees, employees and/or representatives in the performance of the services provided.
b. Obelisk shall never be liable for limitations in the use and loss of data, commercial agreements, goodwill, revenue or profit, nor for any other indirect or consequential damages in connection with the Services. Similarly, Obelisk shall not be liable for damages resulting from the provision of false, misleading or incomplete information or documentation by the Customer or third parties, failure to comply with laws or regulations regarding the protection of privacy and personal data which are the responsibility of the Customer, or the withholding of information or documentation or misrepresentation of information or documentation by anyone other than Obelisk.
c. Without prejudice to Customer's obligation to timely raise any deficiencies in Obelisk's performance of the Services, Customer's claims with respect to the Services shall expire two years after they arise under applicable laws or regulations.
d. In any event, Obelisk's liability shall be limited to the amount of the invoice in the case of a one-time service. In the case of successive services, liability shall be limited to the amount of the invoices made out during twelve (12) months preceding the event giving rise to the liability. This unless the liability is the result of intentional or gross negligence.
11. Indemnification.
The Customer shall indemnify and hold Obelisk harmless from and against all damages suffered by it in connection with claims and proceedings of third parties in connection with the Services, except to the extent that it has been determined by final judgment that the damages are the result of Obelisk's intentional or deliberate recklessness.
12. Data protection.
a. Obelisk processes personal data in the performance of its agreements with the Customer and/or in the context of a legal obligation. Both Obelisk and the Customer undertake to comply with applicable privacy legislation (being (i) the EU Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (GDPR/AVG) and (ii) the law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data).
b. Obelisk processes data as indicated in the Privacy Statement, which is available on the website https://www.obelisk.be/nl/privacy/privacy, and which is an integral part of any agreement between Obelisk and Customer, to the extent that personal data is processed by Obelisk in performance of that agreement.
13. Payment.
a. Payments shall be made within fourteen (14) days (professional Clients) or seven (7) days (private Clients) of invoice date and are payable by deposit to one of our accounts listed on the front of the invoice.
b. In the event of non-payment by the due date or non-compliance by the Customer, Obelisk shall be entitled to suspend the provision of services without prior notice and without incurring any liability. Each overdue amount shall, automatically and without prior notice, generate interest equal to 1% per month, whereby each started month shall be considered as expired.
c. In the event of non-payment on the due date, the outstanding invoice amount shall - after notice has been given - be increased by 15% of the invoice amount for amounts up to 1,500 euros excluding VAT, with a minimum of 62 euros; 13% for amounts from 1,500 euros to 3,000 euros excluding VAT and 11% for amounts from 3,000 euros, excluding VAT, by way of conventional and fixed compensation, even if grace periods are granted. This indemnity clause is not a compensation for possible legal recovery costs or lawyers' fees.
d. The non-payment on its due date of a single invoice makes the due balance of all the other invoices, even those not due, immediately payable by operation of law.
14. Compensation.
The Customer shall not be entitled to apply set-off against Obelisk or its successors in title in respect of claims arising from delivery under these General Terms and Conditions of Sale.
15. Moving performance
Services that are temporarily suspended at the request of the customer or that require a change of schedule may be rescheduled subject to payment of compensation in accordance with the provisions of Article 16.
16. Cancellation.
a. Services requiring only a one-time performance by Obelisk may be canceled upon payment of compensation in accordance with the following terms:
- Cancellation of the order within fourteen (14) days prior to service: payment of compensation in the amount of the full amount of the invoice, with a minimum of 125 euros
- Cancellation of the order more than fourteen (14) days prior to service: payment of compensation in the amount of half of the invoice amount, with a minimum of 75 euros
b. Compensation is due without Obelisk being required to prove any damages and without prejudice to Obelisk's right to compensation for higher proven damages.
17. Termination.
a. Contracts requiring several consecutive performances may be terminated by the Customer by registered letter. The notice period shall be one (1) month and shall take effect on the first working day of the month following the registered letter.
b. Obelisk may discontinue its operations provided it gives the Customer one (1) month's notice by registered mail.
18. Disconnection.
a. In case the Customer fails to pay for the services rendered or has in any way failed to fulfill its obligations, Obelisk may, ipso jure and without prior notice, terminate part or all of the contract, by notifying the Customer by simple registered mail.
b. Obelisk will have the right to terminate the agreement with the Customer immediately, free of charge and without prior notice if any of the following circumstances occur:
i. Bankruptcy, recourse to collective debt settlement, to Book XX of the Code of Economic Law, an attachment or any other loss of the right to dispose of its assets on account of the Customer;
ii. Fraud or incurring a criminal conviction by the Customer;
iii. A force majeure situation, as set forth in Article 6, that continues for more than three (3) months;
iv. Breaches of Article 9 of these General Terms and Conditions of Sale, for which Obelisk has served the Customer with a notice of default and to which the Customer has failed to remedy within a period of ten (10) business days from the mailing date of the notice of default by Obelisk.
c. A termination of the agreement with the Customer by Obelisk because of the above circumstances (as listed in 17a. and 17b.) results
d. all sums owed by the Customer to Obelisk, even those relating to services ordered by the Customer but not yet delivered, shall automatically become due and payable.
19. Duration.
In the case of ongoing services, these General Terms of Sale shall continue to apply for the period necessary for the full performance of the services.
20. Competent court and applicable law.
a. The agreement between the Parties is exclusively subject to, and shall therefore be interpreted in accordance with, Belgian law, to the exclusion of the Vienna Sales Convention as well as any other international regulation.
b. For all disputes that may arise out of or in connection with this Agreement, the Parties undertake to use all reasonable efforts to reach an amicable agreement through consultation.
c. If the Parties do not reach an amicable agreement within thirty (30) days of the commencement of consultations, the dispute shall be settled by the courts having jurisdiction over Obelisk's registered office.
21. Varia.
Non-strike
The (repeated) failure of either Party to insist on full compliance with any provision of these General Conditions for Sale shall not constitute a waiver of any rights arising from this provision. Any waiver of any provision of these General Conditions for Sale shall only be valid if it has been notified to the other Party in writing. A waiver of a specific provision of the contract shall in no way be construed as a waiver of any other provision, nor shall it be construed as a continuing waiver unless expressly stated.
Notification & housing choice
Wherever these General Terms of Sale provide for notices and/or notifications, and more broadly in all situations where it can reasonably be assumed from one party that a notice/notification to the other party is necessary, a notice shall only be deemed validly given in the case of registered mail addressed to the registered office of the other party.
For the execution of the contract between Obelisk and the Customer, both Parties shall make domicile at their respective registered office or residential address, subject to notification by one Party to the other of a different address.
Transfer
The Customer is not entitled to transfer all or part of its agreement with Obelisk to third parties, except with Obelisk's express, prior and written consent.
Divisibility
If any provision of these General Terms of Sale is found to be void or unenforceable by a court or competent administrative authority, this shall not result in the nullity or unenforceability of the remaining provisions of the General Terms of Sale. These shall remain valid and enforceable. The parties undertake to do everything in their power to replace the void or unenforceable clauses with valid and enforceable agreements that achieve, to the greatest extent possible, the same result that they intended to achieve with the void or unenforceable clauses. The obligations under the void or unenforceable clauses shall be suspended pending such replacement.
B. Special provisions
In contracts with persons acting for purposes alien to their trade, business, craft, or profession, the following special provisions apply:
a. Articles 6,d., 7.c.and 14 do not apply
b. Article 3.c. is supplemented with the following text: "Obelisk will notify the Customer of the revision of the price and the Customer has eight (8) days to accept the increase or waive the contract. If the Customer does not respond within the eight (8) days, it will be assumed that the Customer accepts the price."
c. Article 4 shall be supplemented with the following text: "In any event, Obelisk undertakes to provide performance within a reasonable time, taking into account the circumstances."
d. Article 17 shall be supplemented with the following text: "d. In case of termination by the Customer, acting in the capacity of a consumer, due to non-performance of Obelisk's commitments, the Customer shall be entitled to a termination indemnity equal to the total invoice amount. This does not apply when the non-performance is due to force majeure or hardship.
