- “B-Tonic”: B-Tonic NV, having its registered office at Posthofbrug 16, 2600 Antwerp, registered in the Crossroads Bank for Enterprises under number 0725.847.436 (RPR Antwerp).
- “Client”: the party entering into an Agreement with B-Tonic for the provision of the Services.
- “Client Personnel”: the Client’s personnel, whether or not employees, designated by the Client to receive the Services.
- “Services”: one or more B-Tonic programmes or corporate training courses ordered by the Client.
- “Agreement”: any agreement established between B-Tonic and the Client (“Parties” or each separately “Party”) by an order for Services on the Website.
- “Website”: the website accessible via www.b-tonic.be and its sub-sites, as operated by B-Tonic.
- “Terms and Conditions” means these Terms and Conditions of B-Tonic, including any subsequent amendments. If there is an Agreement, the Terms and Conditions are an integral part of the Agreement.
- These Terms and Conditions include all rights and obligations relating to the information and Services provided by B-Tonic through the Website, without prejudice to legal rights and obligations that cannot be deviated from and without prejudice to any terms and conditions of third parties accepted by the Client following the Services.
- The Terms and Conditions take precedence
– to any conflicting provisions or agreements between the Parties or with third parties, unless B-Tonic has expressly accepted a deviation from these Terms and Conditions;
– on the terms and conditions of the Client.
- If one of the provisions in these Terms and Conditions and/or in the rest of the Agreement is void, invalid or otherwise unenforceable, this shall not result in the nullity, invalidity or unenforceability of the remaining provisions. The parties shall then negotiate in good faith to replace the void, invalid or unenforceable provision with a new provision that approximates as closely as possible the original intent of the provision to be replaced.
Use of the website
- The information on the Website, including but not limited to tips, opinions and images, are for general information purposes only and may be changed by B-Tonic from time to time. This information is not intended to be and should not be considered to be individual health or other individual advice.
- The Website may contain links and references to external websites or third-party resources. B-Tonic is not responsible for the content of these external websites or third-party resources.
- B-Tonic has the right to reserve access to parts of the Website exclusively for Clients or Client Personnel. Where applicable, Clients or Client Personnel must comply with B-Tonic’s access instructions. Failure to comply with these access instructions may result in access being denied in whole or in part.
- The Services are provided by B-Tonic ‘as is’. The nature of the Services does not allow B-Tonic to give any guarantee regarding the wellbeing, health or productivity of the Client Personnel during or after the provision of the Services, as other factors beyond B-Tonic’s control are also decisive in this regard.
- B-Tonic has the right to sub-contract the Services or parts thereof to third parties, in which case B-Tonic shall communicate the name and contact details of such third parties upon the Client’s request. Conversely, the Client shall not be entitled to transfer its rights and obligations under the Agreement to a third party without B-Tonic’s consent.
- The prices for the Services mentioned on the Website are always excluding VAT, unless otherwise stated, and are payable in accordance with the following modalities:
– The invoice is drawn up and must be paid in full by the Client before the provision of the Services.
– If the invoice has not been paid in full or in full before the commencement of the Services, B-Tonic may (i) deny Client Personnel access to all or part of the Services or (ii) otherwise suspend or cancel all or part of the Services.
– The invoice(s) must always be settled at the latest thirty (30) calendar days after the invoice date. If this term is exceeded, B-Tonic has the right to charge 15% default interest by operation of law and without notice of default.
– If additional invoices have to be drawn up for certain Services (e.g. for subcontractors), € 15 per additional invoice will be charged.
– Disputes regarding an invoice must be notified to B-Tonic by registered letter with reasons within eight (8) calendar days from the invoice date.
- The Client may only cancel or modify an order for Services free of charge before the commencement of the Services if requested in writing within seven (7) calendar days of the order.
- B-Tonic has the right to unilaterally make changes to the Services and prices in the following cases: (i) if the change is in the Client’s favour, (ii) in the event of a sudden increase in personnel or other costs incurred by B-Tonic in providing the Services, (iii) in the event of relevant changes in applicable legislation or its interpretation according to competent courts or authorities or (iv) in any other cases in which a change is reasonably required for B-Tonic’s business operations. Such changes shall not in themselves entitle the Client to compensation, suspension or termination of the Agreement, provided that B-Tonic has communicated such changes prior to the provision of the Services to which the changes relate.
- B-Tonic may consider the Agreement terminated without prior notice in the event of bankruptcy, manifest insolvency and/or in the event of any change in the Client’s initial legal situation that threatens to prejudice B-Tonic. B-Tonic shall not owe any compensation in such circumstances.
- B-Tonic takes no responsibility for any processing of personal data by Client under its own responsibility.
- Parties shall treat all non-public information received from each other as confidential and shall not use it for any purpose other than that for which it was provided, except with the written consent of the providing Party. This obligation shall continue until five (5) years after the end of the Agreement, unless applicable legislation provides for a longer period.
- All present and future intellectual property rights relating to the Website or the Services belong exclusively to B-Tonic or its licensor. These intellectual property rights are not transferred in any way to the Client.
- The Client shall respect the intellectual property rights of B-Tonic and its licensor and shall not engage in any activities that infringe or compromise such intellectual property rights.
- Voor zover bij wet toegelaten is, is B-Tonic (met inbegrip van haar aangestelden, vertegenwoordigers en/of werknemers) slechts aansprakelijk voor de schade die is veroorzaakt door haar fraude, bedrog of opzettelijke of zware fout en mits B-Tonic voor deze niet-naleving binnen de acht (8) kalenderdagen in gebreke werd gesteld nadat de Klant deze fraude, bedrog of opzettelijke of zware fout heeft ontdekt of redelijkerwijze had moeten ontdekken. In ieder geval wordt de aansprakelijkheid van B-Tonic beperkt tot maximaal de factuurwaarde van de bestelling van de Klant, althans tot dat gedeelte van de bestelling waarop de aansprakelijkheid betrekking heeft.
- Voor zover bij wet toegelaten is, zal B-Tonic nooit aansprakelijk zijn voor schade die wegens zijn aard of omvang onvoorzienbaar is, met inbegrip van doch niet uitsluitend gevolgschade, gederfde winst, gemiste besparingen of schade aan derden. Enkel de Klant of het Klantenpersoneel is verantwoordelijk voor het gebruik dat zij van de diensten maken.
Schadeclaims ontslaan de Klant niet van zijn verplichting om de prijs van de geleverde Diensten te betalen. Het verzuim om dit te doen zal worden beschouwd als gebrek van tijdige betaling.
- To the extent permitted by law, B-Tonic (including its appointees, representatives and/or employees) shall only be liable for the damage caused by its fraud, deceit or wilful or gross negligence and provided that B-Tonic has been put in default for this non-compliance within eight (8) calendar days after the Client discovered or reasonably should have discovered this fraud, deceit or wilful or gross negligence. In any case, B-Tonic’s liability shall be limited to a maximum of the invoice value of the Client’s order, at least to that part of the order to which the liability relates.
- To the extent permitted by law, B-Tonic shall never be liable for damage that is unforeseeable due to its nature or extent, including but not limited to consequential damage, lost profits, missed savings or damage to third parties. Only the Client or Client Personnel are responsible for their use of the Services.
Damage claims do not release the Client from his obligation to pay the price of the Services provided. Failure to do so will be considered as lack of timely payment.
- Any dispute or claim arising out of or relating to these Terms and Conditions or an Agreement, or the subject matter or formation thereof (including non-contractual disputes or claims), shall be governed by Belgian law, without application of any choice of law or conflict of law rules or provisions (Belgian, foreign or international) that would result in the law of a jurisdiction other than Belgium being applicable.
- Any dispute or claim arising out of or in connection with these Terms and Conditions or any Agreement shall be subject to the exclusive jurisdiction of the courts of Antwerp, Antwerp Division (Belgium).