GENERAL TERMS AND CONDITIONS OF IAS BVBA
(version 1, April 2020)

ARTICLE 1 DEFINITIONS

In these General Terms and Conditions, the following terms shall have the following meanings:

– General Terms and Conditions:
These terms and conditions as provided/communicated either through the IAS website and online communication channels, or separately delivered as an attachment to a contract, estimate or offer.

– Services:
The services to be provided by IAS on behalf of the customer, whether or not including products such as training materials.

– IAS:
Innovative Automotive Services bvba, a limited liability company under the laws of Belgium, with registered office at Galileilaan 15, 2845 Niel (Belgium), registered with the register of legal entities under company number 0847.484.149, its affiliated or associated legal entities. IAS is the party that accepts the assignment from the customer.

– Customer:
The natural person or the natural person acting in the exercise of a profession or business or the legal entity which commissions IAS to carry out work or deliver goods.

– Force majeure:
In addition to what is understood by force majeure in legislation, regulations and jurisprudence, in these general terms and conditions force majeure is also understood to mean: all external causes, foreseen or unforeseen, on which IAS cannot exert any influence, but which prevent IAS from fulfilling its obligations. Force majeure resulting in such circumstances will in any case include the impossibility to execute the agreement due to the prevention of third parties hired by IAS, as well as the impossibility for IAS as a result of illness, strikes, disruptions of energy supplies, traffic disturbances, disturbances in transport and post and/or telecommunication as well as disruptions in networks, infrastructure and computer break-ins. The above list is not exhaustive.

– Party (parties):
A natural person or a natural person acting in the course of a profession or business or a legal person, which makes use of the services of IAS.

ARTICLE 2 GENERAL

  1. These conditions apply to all offers of, all assignments to and all agreements with IAS.
  2. The general terms and conditions of the customer are not or partly applicable to quotations from, assignments to and agreements with IAS, unless IAS has expressly accepted the client’s general terms and conditions in writing.
  3. Deviations from and additions to the agreement and these conditions will be effective only if they have been agreed in writing between IAS and the customer. No rights can be derived from these deviations in respect of other and/or subsequent contracts/agreements.
  4. Clients with whom once a contract has been concluded under the applicability of these General Terms and Conditions shall be deemed to have tacitly agreed to the applicability of these General Terms and Conditions at a later stage agreement concluded with IAS, to the exclusion of the general terms and conditions of the customer.

ARTICLE 3 FORMATION/AMENDMENT AGREEMENT

  1. All offers and quotations from IAS are without obligation, unless they contain a time limit for acceptance.
  2. An agreement between IAS and the customer first comes to stand after a written (by post, fax or digital) confirmation by IAS of the assignment of the customer or of the acceptance by the customer of the offer of IAS or after a beginning of the execution of the assignment by IAS, all the way to whichever situation arises first.
  3. In the event of a change in facts or circumstances of the original agreement is desirable, IAS and the customer will consult on this as soon as possible. Changes as referred to herein are only binding for IAS after written confirmation (by post, fax or digital) by IAS.

ARTICLE 4 EXECUTION OF AGREEMENT

  1. IAS is authorized in the execution of the agreement to make use of the services of third parties.
  2. Unless another delivery condition has been agreed, deliveries of goods shall be “Ex Works” (ex-factory, that is to say, from the IAS location in Niel), all this in accordance with the latest version of these terms as at the time of conclusion of the contract were applicable.
  3. IAS will use its best efforts to meet the agreed delivery times; however, the agreed delivery times cannot be regarded as strict deadlines.
  4. The customer is not entitled, on the basis of this agreement without prior to transfer the written consent of IAS, to transfer his rights and obligations to a third party/several third parties.

ARTICLE 5 TRANSMISSION OF DATA TO IAS

  1. At the first request of IAS, the customer shall provide IAS with all information, data and materials which, in the reasonable opinion of IAS, are necessary for the execution of the resemblance.
  2. IAS is entitled to suspend the (further) execution of the agreement as long as the customer does not comply with the provision of paragraph 1 of this Article.
  3. In case the customer is aware that (possible) rights of third parties (including intellectual property rights) to the data or materials supplied by him, he shall report this to IAS when providing the data or materials.
  4. The customer warrants to IAS that the use of the data or materials provided by the customer does not violate or will not violate the rights of third parties. The customer indemnifies IAS against claims from third parties that may be made against IAS. data provided by the customer to IAS or according to those third parties.

ARTICLE 6 DATA PROCESSING BY IAS

  1. IAS may process the customer’s personal data for the purpose of providing its services. IAS will use the data of natural persons stored by IAS solely for administrative purposes.
  2. All use of the data provided by the customer shall be in accordance with the applicable laws and regulations, including the Personal Data Protection Act.
  3. IAS is never responsible or liable for (the accuracy of) the personal data provided by the customer in software applications from IAS, or made available by IAS, entered and stored or for the manner in which the customer has arranged access to the personal data referred to above.
  4. The customer indemnifies IAS against all claims, also from third parties, with regard to (the use of) the personal data as provided by or on behalf of the customer in the personal data provided by or on behalf of the customer software application(s) made available on behalf of IAS are stored.

ARTICLE 7 CONFIDENTIALITY

  1. The parties shall mutually maintain the secrecy of all business- sensitive information concerning the other party, of which they learn in the context of the negotiations or the execution of the agreement, and which information is not already in the public domain through no fault of the party concerned and of which the acquiring party suspects or knows or could reasonably have known that this information was of a confidential nature.
  2. The manner in which the information referred to in paragraph 1 has been obtained is irrelevant.
  3. Information may include, but is not limited to, oral statements, written notes, computer files, work instructions and/or visual observations.
  4. The parties will take all reasonable precautions to keep the confidential information confidential and guarantee that the employees and other persons involved in the execution of the agreement under the responsibility of the parties will also comply with this obligation of confidentiality.
  5. The duty of confidentiality does not apply in the event that, as a result of legislation and/or regulations or a court ruling, the parties are obliged to disclose the confidential information and cannot invoke a legal or court-approved right to refuse to disclose the information.
  6. IAS is at all times permitted to publish about the agreed activities and deliveries, provided that the privacy of the other party is safeguarded, or IAS has obtained permission for this from the other party.
  7. IAS is at all times permitted to reuse the methods, working methods and suchlike used or developed in the execution of the agreement.
  8. In the event that IAS uses a privacy statement, the data referred to therein shall only be used in accordance with the provisions of this statement.

ARTICLE 8 (INTELLECTUAL) PROPERTY

  1. Materials, models, techniques, working methods, instruments, software, film, video and the like created by IAS (partly) as a result of the performance of the agreement will become the full (intellectual) property of IAS, irrespective of the input of the customer in actions performed by IAS in the performance of the agreement. Insofar as the establishment of an intellectual property right as referred to above requires a (delivery) act, the customer will cooperate in this at the first request of IAS free of charge.
  2. Materials, models, techniques, working methods, instruments, software, film, video and the like provided by IAS to the customer, are obtained on loan by the customer and must be returned to IAS by the customer immediately after the expiry of the agreement or at the first request of IAS, insofar as the parties have not expressly agreed otherwise. The intellectual property of the materials, models, etc. referred to will in any case remain with IAS; the customer will only obtain a non- exclusive, non-transferable right of use in this respect that does not extend beyond the agreed use case or the use that is reasonably required within the framework of the execution of the agreement.

ARTICLE 9 SECURITY

  1. At the first request of IAS, the customer will provide confirmation for the fulfilment of his payment obligation.
  2. IAS is entitled to suspend the (further) execution of the agreement until the security requested by IAS has been provided by the customer.

ARTICLE 10 PRICES AND PAYMENT

  1. Prices quoted by IAS are exclusive of VAT and are without obligation, i.e.: subject to corrections due to, for example, inflation, tax increases and (other) unforeseen cost increases, unless the parties have expressly agreed otherwise (for example in the case of a so-called fixed price agreement).
  2. In the case of a price increase of more than 10% (ten percent) of the originally stated price (excluding VAT), the customer has the right to terminate the agreement with immediate effect, provided that the customer notifies IAS of this in writing within one (1) week after he becomes aware of the price increase. The customer is not entitled to compensation in the case of termination.
  3. IAS retains the right at all times to charge the customer for additional deliveries of items or services and costs which it could not or did not reasonably have to take into account in its quotation, but which were necessary for the execution of the agreement.
  4. IAS is entitled to invoice prior to the execution of the agreement or in the interim.
  5. If the parties have agreed that IAS invoices third parties (e.g. individual students or their employer), the customer remains fully (jointly and severally) liable for payment of the invoice of IAS.
  6. Unless agreed otherwise in writing, invoices from IAS must be paid within 30 (thirty) days of the invoice date. In the event of liquidation, bankruptcy or (provisional) suspension of payment of the customer or if the Belgian Law on Collective Debt Settlement is declared applicable to him, the customer’s obligations will be immediately due and payable.
  7. If the payment term is exceeded, the customer shall be in default by operation of law and shall owe the statutory commercial interest increased by 1% (one percent) without further notice.
  8. All judicial and extrajudicial collection costs incurred by IAS as a result of the customer’s failure to fulfil his payment obligation (on time), are for the account of the customer. The extrajudicial costs are set in advance at a minimum of 15% (fifteen percent) of the claimed principal sum (excluding interest) with a minimum of € 128.00 (one hundred and twenty-eight Euros). If the actual costs incurred are lower than the minimum amount, the minimum amount will be regarded as a contractual penalty. The amount owed by the customer pursuant to this provision will also accrue to IAS if its collection measures have been limited to the performance of one or a few actions (for example the sending of only one or a few summons letters).
  9. Contrary to what is stated in paragraph 8 of this article, a customer who is a natural person and who is not acting in the exercise of a profession or business, will be in default if the payment term is exceeded after a period of 14 (fourteen) days after the expiry of the payment term has been granted to him/her to still fulfil the payment obligation. Only after the period of 14 (fourteen) days has elapsed and the customer, as referred to in the first sentence of this paragraph, has not fulfilled the payment obligation in that period, shall the customer, as referred to in the first sentence of this paragraph, owe the statutory commercial interest.
  10. Contrary to the provisions of paragraph 9 of this article, for a customer who is a natural person and is not acting in the exercise of a profession or business, the following shall apply with regard to the amount of the collection costs:
    • –  15% of the amount of the principal sum of the claim over the first € 2,500.00 of the claim, with a minimum of € 40.00;
    • –  10% of the amount of the principal sum of the claim over the next € 2. 500.00 of the claim;
    • –  5% of the amount of the principal sum of the claim over the next€ 5,000.00 of the claim;
    • –  1% of the amount of the principal sum of the claim over the next€ 190,000.00 of the claim;
    • –  0.5% over the excess of the principal sum of the claim with a maximum of € 6,775.00.
  11. Except with the prior written consent of IAS, the customer is not authorised to set off what he owes to IAS against what he or legal entities affiliated with him have or claim from IAS.

ARTICLE 11 COMPLAINTS

  1. The items and services provided by IAS are to be used by the customer to be checked immediately upon delivery for flaws. With regard to defects, the customer must notify us no later than 1 (one) week after he has discovered the defects or could reasonably have ascertained that a claim could reasonably have been lodged with IAS in writing, unless the parties have agreed on a warranty period that is longer than 1 (one) week, in which period in case the customer during that warranty period with respect to can still complain in writing.
  2. Complaints regarding invoices must be submitted to IAS in writing within 30 (thirty) days of the invoice date submitted.
  3. Complaints relating to goods or services provided by IAS or invoices sent by IAS do not suspend the (payment) obligations of the customer.
  4. Complaints regarding invoices must be submitted to IAS in writing within 30 (thirty) days of the invoice date submitted.
  5. Complaints relating to goods or services provided by IAS or invoices sent by IAS do not suspend the (payment) obligations of the customer.

ARTICLE 12 FORCE MAJEURE

  1. In case of a shortcoming in the fulfilment of an agreement by one of the parties and this shortcoming is the result of force majeure, it will be determined in mutual consultation between the parties how the damage as a result of this force majeure can be limited as much as possible. Any remaining damage will in all reasonableness be charged to the parties to be distributed.
  2. Situations of force majeure rendering the IAS (temporarily) impossible to meet its obligations – including but not limited to not only the existence of shortcomings on the part of suppliers of IAS – entitle IAS to fulfil its obligations to suspend its obligations.
  3. In the event of the suspension referred to in paragraph 1 of this Article lasts longer than 3 (three) months or satisfactory performance of the agreement is permanently impossible in whole or in part as a result of force majeure, both parties are authorised dissolve the agreement in whole or in part, without that, in that case, there is an obligation to pay compensation.
  4. In the event of dissolution of the agreement by the customer on the basis of the previous paragraph, IAS has retained right to payment of its obligations which it has already fulfilled until the dissolution of the contract.

ARTICLE 13 LIABILITY

  1. IAS is only liable towards the customer for direct damage caused by intent or gross negligence on the part of employees of IAS.
  2. IAS is never liable for indirect damage or consequential damage which is the result of whether or not to IAS attributable shortcomings in the performance of the agreement.
  3. The liability of IAS other than as intended paragraph 1 of this article is in all cases limited to a maximum of the invoice value of the obligations of IAS in the fulfilment of which IAS is imputably in default shot and causing the damage immediately.
  4. In the event and to the extent that it may be established by law that a reliance by IAS on the aforementioned limitation of liability according to standards of reasonableness and fairness is really unacceptable, is the liability of IAS for the damage in question limited in any case to € 100,000.00 (one hundred thousand Euros) per event or series of events with a common cause other than. However, to the extent that this amount is higher, up to the amount paid out by the insurer of IAS.
  5. Where the services of IAS consist of the, already then not by electronic means, bring them into contact with each other of parties, IAS can never be held responsible for the information provided by the parties through the service of IAS to each other. IAS can also never be held liable for any direct or indirect damage suffered by the parties have suffered, or will suffer, over and over again, as a result of the contacts that parties have made with each other through IAS’s services.
  6. Any claim against IAS by the customer will be extinguished by the single time lapse of 1 (one) year after the creation of the claim, unless an action has previously been brought against IAS is pending.

ARTICLE 14 CANCELLATION BY THE CUSTOMER

  1. Out of empathy towards the Customer, not being a so-called ‘large account’ with whom a continuing performance agreement has been concluded, gives the Customer the possibility to cancel (partial) agreements relating to training, research or advice, with due observance of the conditions set out in the paragraphs of this article. Cancellation must take place in writing (by post, fax or digitally), whereby the cancellation must reach IAS within the cancellation period set for this purpose. IAS will confirm the cancellation in writing (by post, fax or digitally). If no further cancellation period has been set by IAS, a period up to 4 (four) weeks prior to the formal start of the training, examination or advice applies.
  2. Costs already incurred by IAS in connection with the development of materials, models, techniques, working methods, instruments, software, film, video and the like will be passed on in full to the customer, regardless of the time of cancellation and the otherwise applicable terms and conditions.

ARTICLE 15 DISSOLUTION

  1. IAS is entitled to dissolve this agreement with immediate effect, without judicial intervention being required and without IAS being obliged to pay any form of compensation in the following cases:a)  the other party has applied for a moratorium;
    b)  the other party is placed in a state of bankruptcy;
    c)  the other party discontinues its business operations or an important part thereof as a result of which the justified fear arises that it is no longer able to fulfil its obligation under this agreement; 1. c) the other party has the right to terminate the agreement with immediate effect.
    d)  the other party changes its legal form with the result that the control relationships within the other party – apart from the persons holding the relevant positions and/or positions – become 2. substantially different as a result of which the justified fear arises that this has an effect on the manner of cooperation or
    e)  the other party fails to fulfil its obligations under the agreement to such an extent that continuation of the cooperation or the relationship can no longer reasonably be demanded of IAS, provided that the other party is in default in this respect.
  2. In the situation referred to in subsection 1 under 5 of this article, the defaulting party must have been put in default by IAS in such a manner that the defaulting party has been given the opportunity to remedy the shortcoming within a reasonable period of time.

ARTICLE 16 RIGHT OF RETENTION

In the event that IAS has items of the customer in its possession within the framework of the execution of an agreement, it is authorised to suspend the delivery of these items until the customer has fulfilled all payment obligations towards IAS, for whatever reason.

ARTICLE 17 APPLICABLE LAW AND AUTHORISED RIGHT

  1. On all agreements concluded with IAS is Belgian applicable law. The applicability of Viennese Purchase agreement (C.I.S.G) is expressly excluded as well as the applicability of any other international legislation and convention(s) whose exclusion is permitted.
  2. Disputes between IAS and the customer will in the first instance be settled by the competent court in the district of Antwerp (Belgium), unless IAS has been informed by the competent court in the district of Antwerp (Belgium) Jurisdiction rules competent court prefers.
  3. Notwithstanding the provisions of paragraph 2 of this Article, the following shall apply customer who is a natural person and is not acting in the Exercise of a profession or business, which the court in the district of the customer as referred to in this article, has jurisdiction over to take cognisance of a dispute.