General Conditions NCOI Learning, M&D Seminars, Fiscaal Informatief and NCOI Business School

1. The legal relationship between NCOI NV/SA, with its registered office at Motstraat 30, 2800 Mechelen, KBO (central business database) No BE 0456.675.010 (hereinafter referred to as NCOI) and the customer is governed by these general terms and conditions, the purchase order, the invoices and any specific terms and conditions (hereinafter referred to jointly as 'the Agreement'). The Agreement annuls and supersedes all written or oral contracts, proposals and commitments relating to the same subject which may precede the date of this Agreement. This Agreement takes priority over the customer’s general and/or other terms and conditions, even if these state that they alone apply. Deviations from the Agreement are only possible with the prior written consent of NCOI. NCOI reserves the right to change the provisions of the Agreement.

2. The services provided by NCOI consist of the organising of (recognized / certified) training courses, study days, training sessions, coaching, training course formulas, guidance programmes, development paths, e-learning, online training courses and other forms of training as well as logistics and organisational support for training courses for the customer. These services are collectively referred to hereinafter as ‘(the) Training Courses’.
   • ‘Open Training Courses’ are training courses in which the customer can take part, whether or not simultaneously with other customers. These include one-off sales of training courses, training course packages. This list is not exhaustive.
     • ‘Online Training Courses’ are Open Training Courses which can be followed digitally. These include, among others, the Live Webinars, Virtual Classroom, the Recordings of Online Training Courses.
     • ‘Training Course formulas’ are specific packages or formulas of Open Training Courses (such as subscriptions, for example).
     • 'Recognised Education' are higher education programmes recognised by the Accreditation Organisation of the Netherlands and Flanders (NVAO); in particular, Bachelor's and Master's programmes. 
   • ‘In-company Training Courses’ are training courses in which only employees or relations of the customer can take part. Unless otherwise agreed, the customer accepts that the Training Courses are standard products that were not specifically created for its own needs. Consequently, the customer accepts that NCOI gives no guarantee and does not assume any responsibility concerning the ability of the Training Courses to meet the customer’s specific needs. NCOI takes all reasonable measures to provide the customer with information that is as comprehensive and accurate as possible, but offers no guarantee in this respect.                                                                                                                                                                                                                                                               
3. Open Training Courses (including, among others, Training Course formulas and Online Training Courses) - excluding Recognised Education
   • ​Registration - Each registration to an Open Training Course by the customer should be undertaken electronically or in writing. Telephone registrations are no accepted. The Agreement between NCOI and the customer shall only enter into force after written or electronic confirmation of the customer’s registration by NCOI. After this confirmation, NCOI sends an invoice. 
   • Terms of payment - Unless otherwise stipulated, invoices are payable immediately. 
   • In case of non-payment of the invoice by a consumer at the start of the Open Course, a first free reminder letter will automatically be sent. After sending this reminder, the Customer has a period of 14 calendar days to pay without any additional costs. This period starts on the third working day after the reminder is sent. Invoices that are not paid on time will then automatically and without additional notice of default be subject to the maximum default interest and the maximum flat-rate compensation provided for in Article XIX.4 of the Code of Economic Law. 
   • In B2B relationships, the law of 2 August 2002 continues to apply
   • Duration and Cancellation - If the customer is prevented from attending an Open Training Course, unless otherwise stipulated the customer can always arrange to be replaced by another person. Unless otherwise stipulated, the Customer may cancel its participation in an Open Course free of charge or opt for participation in another session of the same Open Course, provided this is received in writing by NCOI no later than two weeks before the start of the Open Course. After this, the full price of the Open Training Course is due. If the customer cancels the registration after it has been modified by NCOI at the request of the customer, the full price of the Open Training shall be due. NCOI reserves the right to charge an administrative fee for all changes at the customer's request.
     • ​Training Course formula - The duration of a Training Course formula is automatically renewed for successive periods equal to the period initially agreed unless the customer sends written notice of termination 
       to NCOI at the latest one month before the expiry date of the Training Course formula. Any cancellation of the order for a Training Course formula by the customer must be made in writing within two calendar weeks of the date of order and must be accepted by NCOI. The order for a Training Course formula can only be cancelled if the Training Course formula has not yet been taken into use at the time of cancellation. In the event of cancellation of the order for a Training Course formula, the customer shall owe fixed compensation of 15% of the value of the cancelled order. If the customer wishes to cancel his registration for a specific course within the Training Course formula, the rules on cancelling this specific course apply. As regards purchasing personal Training Course formulas, these are personal and individual and cannot be transferred to another person. In such a case, the customer can also not arrange to be replaced by another person.
     • Recordings of Online Training Courses - The registration for a Recording of an Online Training Course cannot be cancelled. This registration is personal and individual and cannot be transferred to another 
       person. In such a case, the customer can also not arrange to be replaced by another person.                                                                                                                                                                                                                                           
4. Recognized Education
   • Registration - Any registration for a Recognized / Certified Course by the Customer must be done electronically or in writing following an intake interview. Registrations made by telephone will not be accepted. The Agreement between NCOI and the Customer is only concluded after written or electronic confirmation of the Customer's registration by NCOI. After having received this confirmation, NCOI will send an invoice. 
   • Terms of payment - Unless otherwise stipulated, all invoices are payable immediately. For Recognised Education, the Customer may, after explicit consultation with NCOI, opt for partial payment. An advance of 50% at the time of registration and the balance of 50% one year after registration. If the participant drops out during the course, the full amount of both invoices remains due to NCOI. 
   • In case of non-payment of the invoice by a consumer at the start of the Recognized / Certified Training Course, a first free reminder letter will automatically be sent. After sending this reminder, the Customer has a period of 14 calendar days to pay without any additional costs. This period starts on the third working day after the reminder is sent. Invoices that are not paid on time will then automatically and without additional notice of default be subject to the maximum default interest and the maximum flat-rate compensation provided for in Article XIX.4 of the Code of Economic Law. 
   • In B2B relationships, the law of 2 August 2002 continues to apply
   • Duration & Cancellation - If the Customer is unable to attend a Certified Training Course, the Customer may, unless otherwise agreed, start the course at another time in consultation with Study Guidance. The Customer may, unless otherwise stipulated, cancel its participation in a Recognised / Certified Training Course free of charge provided this is received in writing up to 90 days before the start of the Certified Training Course. 
     In case of cancellation of registration between 90 and 30 days before the start of the Certified Training Course, a fee of 15% of the participation is due.
     In case of cancellation of registration between 30 and 15 days before the start of the Certified Training Course, a fee of 25% of the participation fee is due.
     In case of cancellation less than 15 days before the start of the Certified Training Course, a compensation of 50% of the participation fee is due.
   • If the Customer cancels the registration after it has been changed by NCOI at the Customer's request, the full price of the Open Course will be due. NCOI reserves the right to charge an administrative fee for all changes at the Customer's request.
      
5. Incompany Training 
   • ​​Registration – For In-company Training, the Agreement between NCOI and the customer comes into effect only after the signing of a specific written contract. For the amount payable mentioned in the contract, the Customer will receive an invoice after the start of the scheduled services. For Incompany Training spread over several months, invoicing is on a monthly basis.
   • Organisation - For In-company Training Courses, the customer is offered a proposal based on the information available to NCOI at the time. The customer guarantees NCOI that this information, which is necessary to develop and implement the In-company Training Course, is complete and accurate. NCOI gives the In-company Training Courses on the basis of an independent set-up and keeps to the programme that was developed on the basis of the consultation between NCOI and the customer. The customer provides NCOI in time with all documents and data that NCOI needs in order to be able to give the In-company Training Course in accordance with the agreed schedule. During the scheduled training days, the customer's staff who are taking part in the In-company Training Courses must be fully available. The customer’s staff who take part in the In-company Training Course must have the opportunity to carry out assignments during working hours relating to the In-company Training Course. The customer will only involve third parties in the In-company Training Course with the approval of NCOI.
   • Terms of payment - Unless otherwise stipulated, invoices are payable immediately. For In-Company Training Courses and Training Course formulas, the amount of any invoice that is not paid within 30 days of the day of invoicing is increased ipso jure and without prior formal notice by interest equal to 1% per month or part of a month, and fixed compensation amounting to 15% of the amount of the unpaid invoices, with a minimum of € 25.
   • Cancellation - The following arrangement applies for In-company Training Courses. The customer can cancel free of charge up to five weeks before the start of the In-company Training Course. In the event of cancellation between five and two weeks before the start of the In-company Training Course, the customer pays 50% of the amount stipulated in the contract. In the event of cancellation less than two weeks before the start of the In-company Training Course, full amount stipulated in the contract remains due. In the event of cancellation less than five weeks before the start of the In-company Training Course, the customer also pays all costs already incurred by NCOI when preparing the In-company Training Course (e.g. trainer preparation time, classroom booking costs). The customer can reschedule the planned training days of an In-company Training Course free of charge up to five weeks before the start of the scheduled training days. If the scheduled training days of an In-company Training Course are rescheduled between five and two weeks before the start of the scheduled training days, the customer pays additional compensation equal to 25% of the course day fee in addition to the agreed course day fee. If the customer reschedules the scheduled training days of an In-company Training Course less than two weeks before the start of the scheduled training days, the customer pays additional compensation equal to 50% of the course day fee in addition to the agreed course day fee. If the scheduled training days of an In-company Training Course are rescheduled less than five weeks before the start of the scheduled training days, the customer also pays all the costs already incurred by NCOI to book classrooms for this In-company Training Course. In addition, the new date of the In-company Training Course agreed between NCOI and the customer must fall within six months of the originally agreed date. The scheduled training days of an In-company Training Course may be rescheduled once. In the event of a second rescheduling, the conditions relating to the cancellation of an In-company Training course, as set out above, apply.                                                                                                                                                                                                                                
6. Commercial documents and offers from NCOI do not give rise to any commitments on the part of NCOI.                                                                                              

7. All prices of NCOI are exclusive of VAT (unless otherwise indicated). The applicable prices are those valid when the Agreement between NCOI and the customer is concluded. 

8. NCOI is entitled to charge costs for notice of default and payment demands. If the customer remains in default of payment of one or more outstanding claims in respect of NCOI, NCOI may suspend all participation by the customer in Open Training Courses and/or the further implementation of In-Company Training Courses until all outstanding accounts have been settled in full, including added compensation and late payment interest.​                                                                                                                                                                                                                             
9. NCOI reserves the right to change the prices during the term of the Agreement. NCOI also reserves the right to change the invoicing interval, to switch from delivery-based invoicing (an invoice for each item sent) to time-based invoicing (an invoice for a certain period) or vice versa, to apply the principle of grouped invoicing (charging for several different Agreements in a single invoice) and, in general, to change the invoicing method. Any deviation from the invoicing interval determined by NCOI must be requested in writing by the customer and is only permitted with the express written consent of NCOI. Such a deviation may entail the application of a supplement per invoice drawn up.                                                                                                                                                       

10. NCOI is entitled to offset claims in respect of the customer against any claims the customer may have in respect of NCOI. 

11. NCOI will take all reasonable measures to ensure that the Training Courses ordered take place. Due to unforeseen or unavoidable circumstances (e.g. because no modifications to the law have been introduced with regard to recent developments, illness, telecommunication problems, malfunctions, failures on the part of suppliers and instructors of NCOI, pandemics,...), NCOI may cancel the Training Courses or alter the content, date(s), location or performance (classroom/online). In these cases, the customer can cancel their Training Course or opt to take part in a following session of this cancelled or modified Training Course. In the event of cancellation owing to the aforementioned situation, any invoices paid by the customer may be reimbursed upon request without interest or other compensation. NCOI is entitled to change the trainer(s) if NCOI believes that this is necessary for the implementation and quality of the Training Course.                                                                                                                                                                                  
12. Except for the explicit commitments entered into by NCOI pursuant to the Agreement, the liability of NCOI shall be limited to the liability compulsorily imposed by law. NCOI is not liable for indirect damage, such as loss of turnover, loss of profit or any increase in general costs. NCOI is also not liable for any damage resulting from non-compliance with this Agreement by the customer, nor is NCOI liable for problems caused directly or indirectly by an action of the customer or a third party, irrespective of whether these are caused by error or negligence. If the liability of NCOI is incurred, NCOI is only obliged to replace the Training Course or, if this is not possible, to refund the price.                                                                                                                                                                                            

13. The court of first instance in Brussels, the commercial court in Brussels, and the magistrates’ court of the first district of Brussels shall have sole jurisdiction to hear any dispute relating to this Agreement and NCOI may only be summoned before these courts. The Agreement is governed by Belgian law.                                  

14. Subject to legal exceptions, the contents and documentation of a Training Course may not be wholly or partly reproduced, translated, adapted, or stored in any form or by any means whatsoever, nor may the contents and documentation of a Training Course be wholly or partly communicated or transmitted to the public in any form or by any means (such as, although not limited to, electronic and mechanical means) without the prior written consent of the permission of the rights-holder or NCOI.                                                                                                                                                                                                                                 
15. ​The customer will not give third parties any information about the approach, working method, case studies used, etc. without the prior consent of NCOI.                                                                                                                                                                                                                                                                                                                                     
16. NCOI will process the personal data provided by the Customer in accordance with GDPR legislation, as also further set out in NCOI's privacy policy. The Customer guarantees that the data subjects whose personal data is provided have been informed about the processing of their data by NCOI.                                                                                                                                                                                                                     

17. The invalidity of one of the provisions of the Agreement shall in no way affect the validity of the other clauses. The parties shall make every effort to replace the invalid clause, by mutual agreement, with a valid clause with the same or largely the same economic impact as the invalid clause.

18. Failure on the part of NCOI to assert a right or to apply a penalty does not in any way imply a waiver of this right.