1. General

1.1 General Terms and Conditions: these general terms and conditions apply to all products or services provided by ONLIMITED BV. ONLIMITED BV, with registered office at Kloosterstraat 179, 2000 Antwerp. Ondernemingsnummer; BE0699.602.404

1.2 Client: the natural person or legal entity that has undertaken or intends to undertake to purchase products and services from ONLIMITED BV, whether or not for payment.

1.3 Parties: client and contractor jointly;

1.4 General Terms and Conditions: clauses, with the exception of those reflecting the essence of the Agreement or Order, which regulate the contractual relationship between the Parties and the actual content of which is further defined below;

1.5 Participant(s): the natural person enrolled to attend the education, training or event taken by the Principal

1. Applicability

2.1 These General Terms and Conditions apply to all offers, quotations, legal relationships and agreements relating to the provision of the supply of products and services, even if they are not (further) described in these General Terms and Conditions. Deviations from these General Terms and Conditions are only valid if expressly agreed in writing.

2.2 In the case of Special Terms and Conditions, the latter shall prevail over the General Terms and Conditions in the event of contradictions, which, however, shall continue to apply for anything not covered under the Special Terms and Conditions.

2.3 If a situation has not been regulated in the General Conditions, it shall be interpreted in accordance with common applicable law taking into account the spirit of these General Conditions, the common intention of the Parties and their agreement.

2.4 The applicability of General Terms and Conditions of Client is expressly rejected by Contractor.

2.5 The Contractor is authorized to make amendments, additions and/or extensions to these General Terms and Conditions during the term of the Agreement with the Client, which shall take effect at the time announced by the Contractor.

2.6 In case of contradictions between these General Terms and Conditions and translations thereof, the Dutch text shall prevail as the authentic source.

1. Establishment of the Agreement

3.1 Price quotations and offers of the Contractor are without obligation and are always made subject to all reservations. Price quotations and offers are valid for 30 days, unless otherwise stated on the documents.

3.2 A binding Agreement is established when the Contractor learns of a written confirmation or an e-mail confirmation from the Client.

3.3 As long as the signed Agreement or e-mail confirmation has not been returned, or is received outside the validity period of the offer, the Contractor reserves the right to deploy its (personnel) capacity elsewhere.

3.4 Unless otherwise agreed by the Parties, the Agreement shall be entered into for a definite term, the duration of which shall be determined by the content, nature or scope of the Assignment granted and shall be set forth in the Agreement.

1. Representation clause

4.1 By signing the Agreement or otherwise validly confirming the Order, the Client commits itself definitively.

4.2 Any person or company that confirms an Order on behalf of third parties or with the request to invoice a third party, makes a case for this third party and will be personally liable for the fulfillment of the Agreement according to, in accordance with the relevant legal provisions served.

4.3 If the Client is part of a group, concern or umbrella company and subscribes to the Agreement on the basis of instructions from the latter, or in the event of a jointly issued Order, there shall be joint and several liability for the fulfillment of its obligations under the Agreement in accordance with Belgian 1202 BW.

1. Termination or Modifications of an Agreement.

5.1 This article applies to all agreements with the Client.

5.2 Each of the parties shall be entitled to dissolve an agreement only if the other party imputably fails to comply with essential obligations under that agreement. This can only be done after a proper and as detailed as possible written notice of default by registered letter, in which a reasonable period (but not less than 30 calendar days) is set for curing the breach.

5.3 Either party may terminate an agreement in writing with immediate effect, in whole or in part, without notice of default, if the other party is granted a moratorium – provisional or otherwise – on payments, if bankruptcy is filed against the other party or if its business is liquidated or terminated other than for the purpose of reconstruction or amalgamation of businesses. The party thus terminating the agreement shall never be obliged to refund monies already received or to pay damages. In the event of the Client’s bankruptcy, the right to use the materials and products made available to the Client shall lapse by operation of law. In the event of the Contracted Party’s bankruptcy, the Client’s right to make use of the services as agreed in the mutual agreement will lapse.

5.4 If the Client has already received performances in fulfillment of an agreement as referred to in Article 5.2 at the time of dissolution, these performances and related payment obligations shall not be subject to cancellation, unless the Client proves that ONLIMITED BV is in default with respect to the performances. Amounts that ONLIMITED BV has invoiced before the dissolution in connection with what it has already performed or delivered in execution of that agreement, shall remain fully payable with due observance of the previous sentence and shall become immediately due and payable at the time of dissolution.

5.5 In the event of an unforeseeable, unavoidable and non-attributable event which temporarily prevents or significantly aggravates the performance of its obligations, the Contractor shall be entitled to suspend the performance of the Order during the period of force majeure. This shall be without prejudice to the payment obligation on the part of the Principal and without the obligation to pay any further compensation. These force majeure situations include, but are not limited to: prolonged illness, death, wildcat strike, legal obligations or government orders.

5.6 Either Party shall have the right by written notice to the other Party to terminate this Agreement under the following circumstances: (i) if the other Party commits a material breach of this Agreement and fails to rectify it within 10 business days of the other Party’s written notice; (ii) if the other Party becomes insolvent, unable to pay its debts in a timely manner, or becomes subject to bankruptcy proceedings, receivership, dissolution, liquidation, winding-up or other termination proceedings. Such dissolution of the Agreement shall be without notice or compensation.

5.7 If the Contractor terminates the Agreement prematurely, the Principal is entitled to the Contractor’s assistance in transferring work to third parties, unless the termination is based on facts and circumstances attributable to the Principal. In all cases of premature termination, the Contractor retains the right to payment of the invoices for work performed by it up to that time, whereby the preliminary results of the work performed up to that time will be made available to the Client subject to reservation. Insofar as the transfer of the work involves additional costs for Contractor, these will be charged to Principal.

5.8 If the dissolution or termination of the Agreement by the Contractor is the result of a breach of contract on the part of the Client, including failure or improper compliance with the Agreement, including General Terms and Conditions, the Contractor will be entitled to full compensation in addition to the compensation for the part of the Agreement already performed.

1. Cooperation by Principal

2. Client shall at all times provide ONLIMITED BV with all data, information, materials and facilities required and necessary for the proper performance of an agreement, and shall provide all reasonable cooperation.

3. Rates and payments

7.1 The applicable rates are those indicated on the quotation at the time of signing the Agreement. For Orders exceeding the calendar year, the index increases will always be charged.

7.2 All rates are expressed in Euro (€) and, unless otherwise agreed in writing, are always exclusive of VAT.

7.3 Unless otherwise agreed, the rates for third-party services that the Contractor calls upon in connection with the performance of the Agreement will be contained in the rates charged by the Contractor.

7.4 The Client is entitled to revise the rates on an annual basis, based on the index.

7.5 From the moment the Agreement is signed, or the Order is confirmed in another valid manner, there is an obligation to pay on the part of the Client. Objections to the amount of the invoice do not suspend this payment obligation.

7.6 Invoices shall be paid by Client within 14 (fourteen) days of invoice date.

7.7 Failure to appear for an education or training course for which the Participant has registered will not void the financial obligation towards ONLIMITED BV.

7.8 If payment is not made by the due date, the Client shall be in default by operation of law. In that case, the Client shall owe statutory interest on the amount due, from the date on which the amount becomes due and payable, being the day following the due date, until the time of full payment. In addition, all costs of collection, after Client is in default, both judicial and extrajudicial, shall be borne by Client. The extrajudicial costs are set at a minimum of 15% of the principal and interest, without prejudice to Contractor’s right to claim the actual extrajudicial costs exceeding this amount. Judicial costs shall include the full costs incurred by the Contractor, including summons costs, rolling costs and court fees, even if they exceed the statutory liquidation rate. Furthermore, in case of late payment, the other invoices not yet due shall also become immediately payable.

7.9 If the Client’s financial position and/or payment record, including bankruptcy, debt restructuring or judicial reorganization, gives cause to do so in the opinion of the Contractor, the Contractor is entitled to demand that the Client immediately furnish (additional) security in a form to be determined by the Contractor and/or make an advance payment. The same right to receive an advance payment exists if the Principal fails to provide the promised security or if it turns out that the security provided is to be qualified as inadequate due to the Principal’s fault.

7.10 In the case of a jointly awarded Order, to the extent that the work was performed on behalf of the joint Clients, Clients are jointly and severally liable for payment of the full invoice amount in accordance with what was set forth in 4.3.

7.11 Comments regarding the billing must be communicated within five (5) calendar days of the billing date by means of a reasoned e-mail. In the absence of any comment within this period, the billing shall be considered accepted.

7.12 With respect to payments and settlements, Contractor’s records shall be binding at all times.

7.13 All goods delivered to the Client shall remain the property of ONLIMITED BV until all amounts agreed upon for these goods, as well as all other amounts payable by the Client due to default on payment, have been paid to ONLIMITED BV in full.

Peppol Network

1. Definitions and Purpose
   1. Peppol (Pan-European Public Procurement On-Line) is a standardized network used for the secure exchange of electronic documents, such as invoices and purchase orders, between companies (B2B) and between companies and governments (B2G). This network supports companies in the efficient and error-free management of their electronic document flows.
2. Usage of Peppol
   1. ONLIMITED BV uses the Peppol network to send and receive electronic documents securely and efficiently. By using our services, you agree to the terms and conditions and compliance with Peppol standards.
3. Peppol-ID
   1. Each user who sends or receives documents through Peppol is given a unique Peppol ID. This ID acts as a digital address within the network and is necessary for proper document exchange.
4. Responsibility of the User
   1. Users must ensure that all documents sent through Peppol meet the standards set. Any errors or delays caused by non-compliance with these standards are the responsibility of the user.
5. Support and Troubleshooting
   1. In case of technical problems with document exchange through Peppol, users can contact our customer service team at [contact details]. Our team will investigate the cause of the problem and make every effort to resolve it as soon as possible.
6. Document Tracking and Traceability
   1. Peppol provides tracking capabilities to verify where a document is within the network. Users can use this functionality to verify the status of their documents.
7. Compliance and Legal Obligations
   1. Peppol complies with legal obligations related to e-invoicing and electronic document exchange, especially in transactions with governments. Users should ensure that their documents comply with these legal requirements.
8. Changes and Updates
   1. ONLIMITED BV reserves the right to change these terms and conditions relating to Peppol at any time. We will notify users of changes in a timely manner.
9. Liability
   1. ONLIMITED BV is not liable for direct or indirect damage caused by failures in the Peppol network, unless they are due to gross negligence or willful misconduct by [Company Name].

For further questions or support, please contact our customer service team at [contact details].

1. Intellectual and industrial (property) rights

8.1 All rights of intellectual and industrial property in all products developed or made available under an agreement, including improvement or modification or additional development, are vested exclusively in ONLIMITED BV or its licensors.

8.2 In this article, “product” means, inter alia, analyses, designs, documentation, training materials, reports, quotations, presentations, software and data files as well as prepared material thereof.

1. Confidential information

9.1 Any information provided by one party (“Discloser”) to the other party (“Recipient”) of which the Recipient knows or reasonably should know to be of a confidential nature shall be deemed to be confidential information. The Recipient shall use such information only for the purpose for which it was provided.

9.2 The Recipient undertakes to take reasonable steps to ensure confidentiality of confidential information received by it or its employees from the Discloser. The Recipient shall observe reasonable instructions from the Discloser in this regard.

9.3 To the extent that personal data is processed, the Recipient undertakes to protect and process personal data in accordance with the General Data Protection Regulation (GDPR), the Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data and other relevant applicable legal provisions. The data of the Client and the Participant(s) are registered and used by ONLIMITED BV for customer and training management, as well as for the registration of issued certificates and to keep the Client informed of the range of services and products of DPO4YOU. If the Client or a Participant does not wish to be kept informed of future services and products, the Client or the Participant can easily notify ONLIMITED BV of this in writing. The full privacy statement of ONLIMITED BV is always available via the website: {Add link privacy policy that is on the website} If the Client provides personal data relating to employees or personnel, the Client will inform these persons about the processing of this data by ONLIMITED BV for the above-mentioned purposes. The Client will also inform these persons about their free right to object to processing for the purpose of direct marketing, as well as about their right of access and improvement.

1. Liability

10.1 The liability of ONLIMITED BV is limited to replacement compensation, that is to say: compensation for the value of the performance that has not been performed. Any other liability is excluded. The compensation to be paid by ONLIMITED BV will never exceed the total of the amounts owed by the Client under the relevant agreement, or at least the amounts of the agreement to which the liability relates.

10.2 ONLIMITED BV is only liable for direct damage. ONLIMITED BV’s liability for indirect or consequential damage, including but not limited to lost profit, lost savings, reduced goodwill, damage due to business stagnation, damage resulting from claims by customers of Client, damage to or loss of data, loss of opportunity, is excluded.

10.3 If an error is made because the Client has provided incorrect or incomplete information or information to the Contractor, the Contractor shall not be liable for any resulting damage.

10.4 The advice given during the training courses – by teachers or fellow students – is non-binding and general. It may not be interpreted as (legal or technical) advice tailored to your needs.

10.5 The Client shall indemnify the Contractor against claims by third parties for damage caused by the Client providing the Contractor with incorrect or incomplete information, unless the damage was caused by gross negligence or intent on the part of the Contractor.

10.6 To the extent that the Client relies on the cooperation or services of third parties in the performance of its obligations, the Contractor cannot be held liable for any damage resulting from their error, including serious or intentional error.

10.7 The Contractor cannot be held liable for an unintentional error if the Client has pointed this out to them and/or they themselves have become aware of it and a correction has been made within seven working days of becoming aware of it.

1. Force majeur

11.1 If one of the parties is unable to fulfil any obligation under an agreement due to force majeure, it is obliged to notify the other party of this by registered letter with reasons within 5 days after establishing the force majeure situation. This notification must contain all necessary factual elements to enable the other party to establish the existence of force majeure.

11.2 Regardless of the nature of the force majeure situation, the agreement shall remain in full force. If the execution of the work stipulated in the agreement is postponed by one of the parties, the parties shall determine in consultation when the delivery or purchase obligation can still be met.

11.3 If a force majeure situation has lasted longer than six months or is expected to last longer than six months, either party has the right to terminate that agreement. What has already been performed under that agreement will in that case be settled proportionally.

1. Invalidity of the General Terms and Conditions

12.1 Any nullity, invalidity or inapplicability of one of the provisions contained in the General Terms and Conditions shall not affect the validity of the other provisions or the mutual agreement, which shall remain in full force and effect.

12.2 For the matters governed by a provision that is declared null, void or inapplicable, the statutory regulations shall apply. The fact that Contractor does not exercise its rights under these General Terms and Conditions or exercises them with delay, cannot be considered as a waiver of rights, unless otherwise formulated by means of an express written statement by Contractor. Any waiver must always be interpreted restrictively and only relates to the rights and circumstances as described in the written statement.

12.3 in the event of any nullity, invalidity or inapplicability of one of the provisions included in the General Terms and Conditions, the Contractor has a reasonable period from the time of becoming aware of this to provide the most appropriate solution possible. This within the extent of the legal possibilities.

1. Applicable law: choice of forum

13.1 All Agreements between the Client and the Contractor must be performed within Belgian territory.

13.2 All disputes relating to Agreements between the Client and the Contractor can only be validly brought before the Enterprise Court of the judicial district of Antwerp.. This is without prejudice to the right of the Contractor to turn to the local courts of the district where the Client has its registered office.

1. Disclosure

14.1 Client authorizes ONLIMITED BV to make public the services of ONLIMITED BV chosen by Client and the nature thereof, stating the name and logo or brand of Client. After prior written consent of Client, ONLIMITED BV is permitted to make the solution public and may draw up and publish a description of the reasons that made Client decide to choose the solution of ONLIMITED BV as well as the benefits resulting from this for Client.

1. Final provision

15.1 Belgian law applies to the agreements between ONLIMITED BV and the Client.

15.2 All disputes relating to or arising from these General Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of Antwerp.

15.3 ONLIMITED BV decides with each agreement that the Client has consulted, read and approved the General Terms and Conditions. If not, this does not change the legally valid conclusion of an agreement between Client and Contractor.