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A. General Provisions
1. Applicability.
a. These general conditions of sale (hereinafter referred to as the "General Conditions of Sale") govern the commercial relationship between the limited liability company OBELISK, with
registered office at 3001 Leuven, Grauwmeer 1,RPR Leuven, with company number 0477.725.790 and known to the debt tax authorities under number BE 0477.725.790, (hereinafter referred to as
referred to as "Obelisk") and the company or 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 shall 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 communications to the contrary, by sending a price inquiry, placing an order and/or entering into
an agreement with Obelisk, that only the following standards apply to all contractual, pre-contractual and extra-contractual legal relationships between Obelisk and the Customer, both
present as well as future (in hierarchically descending order,the following in the absence or silence of the preceding): (1) the written agreement between Obelisk and Customer; (2) the written
order confirmation issued by Obelisk; (3) these General Conditions of Sale; (4) Belgian law.
e. Agreements and promises, whether or not deviating from theseGeneral Conditions of Sale, made by representatives or personnel ofObelisk, are only binding against the latter
effective, if Obelisk has expressly confirmed these deviations in writing. Express, written and accepted deviations from the General Terms and Conditions of Sale by the Customer are
valid only for the specific contract to which they relate and cannot be invoked with any other, even similar, contracts.
f. The agreement between the Customer and Obelisk regarding the services determines the relations between the Parties. All that has occurred prior to the formation of the agreement
and discussed, is disregarded in interpreting the agreement, unless specifically provided for in the agreement.Changes to the agreement are only
valid when they are in writing, except that the scope of services described in the agreement may be changed by the Parties by mutual agreement in writing, including
understood by e-mail or by fax.
g. Obelisk reserves the right to supplement and/or amend these General Conditions of Sale at any time. Such modifications and/or amendments also apply in respect of already
concluded agreements. After notification to the Customer, the Customer has five (5) working days to formulate comments in this regard.If the Customer formulates comments then Obelisk will
enter into negotiations with the Customer regarding these comments.If no comments are received within the stipulated period of five (5) working days, then the Customer is deemed to have accepted the changes - tacitly
- have accepted and the new terms shall 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 shall not be considered 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 performances resulting from a change in the order by the Customer, unforeseen circumstances or any
any other reason not attributable solely to the conduct ofObelisk are not covered by this performance.
d. The agreement between Parties comes into effect only after written or electronic confirmation thereof by Obelisk and/or by the commencement of work by Obelisk, which time
occurs first. The formation of the contract can be refused by Obelisk only on the basis of objective reasons.
3. Price.
a. All our prices are exclusive of VAT, taxes,travel and transportation costs, unless otherwise stated.
b. Our prices do not include didactic material, courses and documentation unless otherwise stated in the quotation. Quoted prices do not oblige Obelisk to perform
part of the services at a corresponding part 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 cause delays in the performance of Obelisk's commitments.
4. Delivery terms.
a. The stated execution or delivery deadlines are indicative only and are not binding. Exceeding the specified execution or delivery period cannot under any circumstances be
condition, except in cases of intent or gross negligence on the part of Obelisk, give rise to the payment of any compensation nor to the cancellation of the contract. Each
delay in performance of which Obelisk would become aware, will be notified to the Customer as soon as possible.
b. 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 in the impossibility of performing the contract due to force majeure/hardship, even if the situation of force majeure/hardship does not lead to permanent and/or complete
impossibility of performance, or when the contractual balance between the Parties is seriously disturbed by an event beyond the control of Obelisker, as a result of which it is not reasonable to
can be expected to continue performance of the contract, Obelisk will have the right to (i) temporarily suspend performance of its obligations, or (ii) terminate the contract
terminate in accordance with Article 17, if the agreement cannot be performed for more than three (3) months due to force majeure, or (iii) the conditions under which the
contract is executed to be renegotiated. In this case, Obelisk will not owe any compensation to the Customer.
If the Customer does not participate in good faith in the renegotiations, the Obelisk may ask the court to determine new contract terms.
b. The obligation of the Customer towards Obelisk is inessence 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 transportation, general scarcity of raw materials or goods, restrictions on energy consumption and this regardless of whether the force majeure occurred
occurs both at Obelisk, its subcontractors or any of its suppliers.
7. Complaints.
a. Complaints relating to the services provided must be submitted no later than eight (8) days after receipt of the services provided. This must be done by registered letter and with
the indication of the invoice number or the number of the order form. If the complaint is found to be justified, Obelisk's obligations will always be limited to free of charge.
rectification or compensation for the nonconforming or error service.
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
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 provides only an obligation of effort and in no case undertakes to achieve a specific result.
b. In no event does Obelisk warrant that the service provided will enable the Customer to solve a specific problem or be useful for any particular purpose that the Customer has in mind for
purpose. 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 related to, and/or the execution of the agreement between
Obelisk and the Customer, and/or which are mentioned in any possible document emanating from Obelisk, must be kept confidential.
b. Intellectual property rights means allintellectual, industrial and other property rights (whether (expressly) protected by law or not), including
but not limited to copyright, related 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 ofObelisk or its licensors.
d. However, Obelisk retains all copyrights or rights granted to it on the designs and/or products made by Obelisk and its deliverables, including but not limited to
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 foregoing elements, without the prior written consent of Obelisk and
this both during the execution of the agreements and afterwards.
e. If the Customer infringes Obelisk's Intellectual Property Rights as contained in the General Conditions of Sale, it shall be liable to Obelisk by operation of law and without
notice of default shall be liable for liquidated damages in the amount of ten thousand euros (€10,000), to be increased by one thousand euros (€1,000), per day that the breach
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 Customer resulting from gross or willful misconduct committed by its employees, associates
and/or representatives in connection with the performance of the services provided.
b. Obelisk shall never be liable for limitations on use and loss of data, commercial agreements, goodwill, sales or profits, nor for any other indirect or consequential damages.
in connection with the Services. Nor shall Obelisk be liable for damages resulting from the provision of false, misleading or incomplete information or documentation by Customer or
third parties, failure to comply with laws or regulations on the protection of privacy and of personal data under the responsibility of the Customer,
or withholding information or documentation or misrepresenting information or documentation by anyone other than Obelisk.
c. Without prejudice to Customer's obligation to raise timely deficiencies inObelisk's performance of the Services, Customer's claims relating to the
services two years after they arise pursuant to applicable law or regulation.
d. In any case, Obelisk's liability will be limited to the amount of the invoice in case of a one-time service.In case of successive services, the liability is
limited to the amount of invoices issued during the twelve (12) months preceding the event giving rise to the liability. This unless the liability is the
result of intentional or gross misconduct.
11. Indemnification.
The Customer shall indemnify and hold Obelisk harmless from and against all damages suffered by it in connection with claims and proceedings by third parties in connection with the services, except for
to the extent that it is established by final judgment that the damage is the result of intentional or deliberate recklessness on the part of Obelisk.
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
applicable privacy legislation (being (i) the EU Regulation 2016/679 of April 27, 2016 on the protection ofnatural 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 July 30, 2018 on the protection of natural
persons with respect to the processing of personal data).
b. Obelisk processes data as indicated in deprivacy statement, which is available on the websitehttps://www.obelisk.be/nl/privacy/privacy, and which is an integral part of every
agreement between Obelisk and the Customer, to the extent personal data are processed byObelisk in performance of that agreement.
13. Payment.
a. Payments shall be made within fourteen (14) days(professional Customers) or seven (7) days (private Customers) after the invoice date and shall be 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 has the right to suspend the service without prior notice and without Obelisk having to
can be held liable. Each overdue amount shall, ipso jure and without notice of default, generate interest equal to 1% per month, with each month commenced being considered
becomes as expired.
c. In case of non-payment on the due date, the outstanding invoice amount - after notice of default - will 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 lump-sum payment.
certain compensation, even when granting periods of grace. This indemnity clause is not compensation for any legal recovery costs or attorneys' 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 right.
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 in accordance with these General Terms and Conditions.
Terms of sale.
15. Moving performance
a. Services which are temporarily suspended at the request of the customer or which 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 that require only a one-time performance by Obelisk may be canceled upon payment of an indemnification fee 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 the provision of services: payment of compensation equal to half of the invoice amount, with
a minimum of 75 euros
b. The compensation is due without Obelisk being obliged to prove any damages and without prejudice to Obelisk's right to compensation of higher proven damages.
17. Termination.
a. Contracts requiring multiple consecutive performances may be terminated by the Customer by registered letter. The notice period is one (1) month and
goes into effect on the first business day of the month following the writing.
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 provided or has in any way failed to fulfill its obligations,Obelisk may, by operation of law and without prior
notice of default, break part or all of the contract, by notifying the Customer by simple registered mail.
b. Obelisk will be entitled to terminate the agreement with theCustomer immediately, free of charge and without prior notice of default if any of the following circumstances occur
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
ability because of the Customer;
ii. Fraud or incurring a criminal conviction by the Customer;
iii. A force majeure situation, as set forth in Article 6,which continues for more than three (3) months;
iv. Breaches of Article 9 of these General Conditions of Sale, for which Obelisk has given the Customer notice of default and to which the Customer has not remediated 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 byObelisk because of the above circumstances (as listed in 17a. and17b.) results
d. all sums owed by the Customer to Obelisk, even those relating to services ordered by the Customer but not yet delivered.
19. Duration.
In case of ongoing services, theseGeneral Terms of Sale shall continue to apply during 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 regulations.
b. The Parties undertake, for all disputes which may arise out of or in connection with this Agreement, to use all reasonable efforts to arrive at a resolution by consultation
amicable agreement.
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 the social
seat of Obelisk.
21. Varia.
Non-strike
The (repeated) failure of either Party to demand full compliance with any provision of these General Terms of Sale shall not constitute a waiver with respect to the
rights resulting from this provision. Any breach of any provision of these General Conditions of Sale shall only be valid if it has been notified in writing.
of the other party. Renunciation of a specific provision of the contract shall in no case be read as renunciation of any other provision, nor shall it be interpreted
be regarded as a continuous renunciation, unless this wouldit was expressly articulated.
Notification & housing choice
Wherever these General Terms of Sale provide for notices and/or disclosures, and more broadly stated in all situations in which it is reasonable to assume that the one party
that a notification/notification to the other party is necessary, a notification will only be deemed validly made in the case of registered mail addressed to the
registered office of the other party.
For the execution of the contract between Obelisk and theCustomer, both Parties make domicile at their respective registered office or residential address, subject to notification by the
one party to the other from a different address.
Transfer
Customer is not entitled to transfer its contract with Obelisk in whole or in part to third parties, subject to the express, prior and written consent of
Obelisk.
Divisibility
If any clause of these General Terms of Sale is found to be void or unenforceable by any court or competent administrative authority, this shall not render it void or unenforceable
unenforceability of the remaining provisions of the General Terms and Conditions of Sale. These remain valid and enforceable. The parties undertake to do everything in their power to
replace the null and void or unenforceable provisions with valid and enforceable agreements that produce, to the greatest extent possible, the same result as that which they achieve with the null and void or unenforceable provisions.
enforceable clauses sought to achieve. The obligations under the void or unenforceable clauses are 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 Customer of the revision of the price and Customer has eight (8) days to accept the increase or
to waive the agreement. If the Customer does not respond within eight (8) days, it will be assumed that the Customer accepts the price."
c. Article 4 is 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 is supplemented with the following text: "d.In the event of termination by the Customer, acting in the capacity of a consumer, for non-performance of the obligations of
Obelisk, the Customer will be entitled to a severance payment equal to the total invoice amount. This does not apply when the non-performance is due to force majeure or hardship.
