Our Terms and Conditions

Terms (Part 1)

1. All invoices are payable within 15 calendar days. If the invoice is not paid within the stipulated period, interest on arrears of 12% per annum on the invoice amount is due by operation of law and without prior notice of default. Additionally, a fixed compensation of 10% of the invoice amount, with a minimum of 50 EUR, is payable as damages, also without prior notice of default.
2. All invoices are considered accepted by the customer unless returned by registered letter within eight days.
   The failure to enforce one or more of the above-mentioned rights does not imply that we waive the enforcement of our other rights.
   Any obligations toward Sabam fall entirely on the client.
   If payment is in default, we will be forced to proceed with collection.
   In case of dispute, only the courts of Antwerp, Antwerp division, have jurisdiction.

Specific terms for training services

Signing up for training by Tardigrade BVBA – Kingsberry implies that the participant has read and accepted the payment terms.

1. Registration
   

   Your registration is only final when confirmed. Furthermore, the registration fee must be paid within 14 days. If the registration fee is not paid by the start of the training, your registration may be declared null and void. The course fee depends on the specific course. The terms are specified in the course information itself, which can be checked on the relevant page.

2. Insufficient participants
   

   The training, workshop, or course price is based on a minimum number of participants. If this minimum is not reached, there are two possible scenarios:

   – The training is rescheduled to another time and/or place to secure enough registrations.

   – The training is canceled.

   Tardigrade BVBA (Kingsberry) reserves the right to reschedule or cancel a training, workshop, or course if there are insufficient registrations. In case of insufficient registrations, we will inform you no later than one week before the training start date, and if canceled, we will refund the registration fee in full within 7 days.

3. Cancellation
   

   You may cancel your participation in a training. A cancellation must be made in writing by post or email. The cancellation fee is based on the postmark or email send date. If you cancel more than one month before the training start, an administrative fee of €50 will be charged. If canceled less than one month before the start, half of the registration fee will be charged. If canceled less than 7 days before the start, the full registration fee is charged.

4. Transfer of registration
   

   If you cannot attend a training or course, you may transfer your registration to a colleague, provided you inform us at least one week before the start. If other arrangements are necessary, this should be discussed with the organization (Tardigrade BVBA – Kingsberry).

5. Privacy
   

   All data of the registrant are subject to privacy legislation. Consequently, the organization, Tardigrade BVBA – Kingsberry, may not transfer this data to third parties for commercial or other purposes unrelated to the training for which they are registered. Tardigrade BVBA – Kingsberry has the right to manage personal data for the training via its CMS (content management system). The registrant’s data may be used for marketing and prospecting purposes of Tardigrade BVBA – Kingsberry. The organization undertakes to handle the data confidentially.

Terms (Part 2)

1. Scope

1.1. These general terms and conditions apply to all offers made and agreements entered into by Tardigrade BV (ON BE0599.991.124), with its registered office at Hallebaan 9, 2240 Zandhoven, hereinafter referred to as the ‘Supplier.’
1.2. The Purchaser’s purchase or other conditions do not apply unless expressly accepted in writing by the Supplier.

2. Formation of the agreement
   An agreement between the Supplier and the Purchaser is established when the Purchaser accepts a prepared quotation by signing, either digitally or otherwise, by confirming acceptance or by requesting the Supplier to start work. Quotations are valid for 60 days.

3. Best efforts obligation

3.1. The Supplier’s commitments are best-effort obligations. Timelines are thus always indicative.
3.2. The Purchaser is responsible for providing accurate and timely information, cooperation, and input regarding the services and work provided by the Supplier.

4. Duration and termination of the agreement

4.1. Each agreement has an initial duration of one year and is tacitly renewed annually but can be terminated at least three months before the end of each year.
4.2. Each agreement is automatically terminated in case of bankruptcy of one of the parties. However, services already rendered remain payable.

5. Liability

5.1. For certain services, the Supplier works with specialized partners (e.g., for hosting). A description of the guarantees and liabilities of these partners is available on request.
5.2. Upon request by the Purchaser, the Supplier may take over the management of services or software delivered or developed by a third party. The Supplier is not responsible or liable for any errors committed by this third party.
5.3. Upon request by the Purchaser, the Supplier may link its solutions to other systems managed by the Purchaser or a third party. The Supplier is not responsible or liable for unavailability or errors directly or indirectly caused by such external systems.
5.4. The Purchaser must comply with applicable legal provisions and any contractual obligations, indemnifying the Supplier against all direct and indirect damages and costs resulting from any breaches committed by the Purchaser, including third-party claims. This indemnity remains in effect even after the agreement is terminated.
5.5. The Purchaser expressly acknowledges that the Supplier can only be held liable for proven damages resulting directly from an intentional error by the Supplier.
5.6. The Supplier is not liable for indirect damages to the Purchaser, including but not limited to: loss of revenue and profit, loss of customers, loss of market value and reputation, loss of information and data, etc.
5.7. In any case, liability is limited to an amount equal to the invoice amounts for the last three months or the re-execution of the services, at the Supplier’s discretion. The amount will in no event exceed the limits of the liability insurance taken out by the Supplier.
5.8. All legal actions by the Purchaser against the Supplier, including claims for damages, expire three months after the claim arises.

6. Force Majeure

6.1. The Supplier is not liable if it is prevented from executing the agreement by force majeure or other circumstances beyond its control. This includes, among other things, social conflicts, interruptions of the power grid (including blackouts), interruptions of the telecommunications network, unavailability of web hosts or social media, etc.

7. Intellectual property

7.1. All rights to works developed by the Purchaser remain the property of the Purchaser.
7.2. All rights to works developed by the Supplier remain the property of the Supplier.
7.3. The Supplier grants the Purchaser a non-exclusive and non-transferable right to use all works developed by the Supplier for the Purchaser as part of this agreement, including third-party works for which the Supplier has obtained a usage right and which are essential for functionality.
7.4. Upon the agreement’s termination, the Supplier transfers all rights to the works specifically developed for the Purchaser, and the Purchaser grants the Supplier a perpetual, royalty-free license regarding these works. The Supplier has the right to use these works in its business operations and provide services to current and future clients.
7.5. Works include, among others: all texts, graphic elements, photos, designs, logos, multimedia, audiovisual materials, the “look & feel” of a website or other work, documentation, flowcharts, drawings, specifications, manuals, other documents, code, knowledge, and computer programs produced within the framework of this agreement, including but not limited to source code in both readable and machine language, program files, data files, program and system logic, interfaces, algorithms, system design, concepts, methods, and processes related to such programs, etc.

8. Confidentiality and personal data

8.1. The Purchaser remains responsible for processing personal data throughout the agreement’s duration and must keep the Supplier informed of any obligations impacting the Supplier’s services.
8.2. The Supplier treats obtained personal data strictly confidentially and will not use the personal data provided by the Purchaser in any other way.
8.3. If the services provided by the Supplier to the Purchaser allow for processing personal data, the Purchaser must comply with the relevant legal provisions, including notification to the Commission for the Protection of Privacy, comply with the General Data Protection Regulation (GDPR), and respect the rights of individuals whose data is processed.
8.4. The Supplier commits to treating information received from the Purchaser and marked as confidential with strict confidentiality.

9. Payment

9.1. All invoices are payable within 15 calendar days. If an invoice is not paid within the stipulated period, interest of 12% per annum is due from the due date on the outstanding invoice amount by operation of law and without prior notice of default. Additionally, a fixed compensation of 10% of the invoice amount, with a minimum of 50 EUR, is payable as damages, without prior notice of default.
9.2. All invoices are considered accepted by the customer unless returned by registered letter within eight days.
9.3. The failure to enforce one or more of the above-mentioned rights does not imply that we waive the enforcement of our other rights.
9.4. Any obligations toward Sabam fall entirely on the client.
9.5. If payment is in default, we will proceed with collection through a collection agency.

10. Non-exclusivity and non-solicitation

10.1. The Supplier is free to provide services to competitors of the Purchaser. The Supplier will ensure that, as much as possible, different individuals work with both clients.
10.2. The Purchaser agrees not to recruit employees of the Supplier for a period of 24 months after the Supplier’s employees have completed their last work for the Purchaser. Any violation will result in a fixed compensation of 50,000 EUR for recruitment or a selection fee of 50,000 EUR if the employee does not work for the Purchaser through the Supplier.

11. Promotion / communication
    The Supplier has the right to promote the collaboration with the Purchaser.

12. Invalidity of a clause
    If one or more provisions of these general terms and conditions are invalid, this does not affect the remaining provisions, which remain fully applicable.

13. Applicable law and competent courts
    The contractual relationship between the Supplier and the Purchaser is exclusively governed by Belgian law. Only the courts of Antwerp have jurisdiction to hear any disputes between the parties.