1. Definitions

The following definitions (and additional definitions provided below) will apply to these terms and conditions of Circle TEC BV (the “Terms and Conditions”):

“Agreement” means these Terms and Conditions together with any Quotations between Circle TEC and the Customer;

“Circle TEC” is a limited liability company (besloten vennootschap or BV) incorporated, organized and existing under the laws of Belgium, with registered office at Duisburgsesteenweg 85 box 1, 3090 Overijse (Belgium) and registered with the Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen or KBO) under enterprise number 0783.591.536;

“Circle TEC Content” means Circle TEC-supplied text, audio, video, graphics, illustrations, logo’s, icons, software, design, applications, sheets, models and other information, content and data made available by Circle TEC in the course of the courses and lectures.

“Confidential Information” means any and all information disclosed by the Disclosing Party to the Receiving Party that is (i) marked “confidential” or “proprietary”, including orally conveyed information designated confidential at the time of disclosure provided that it is reduced to a written summary marked “confidential” that is supplied to the Receiving Party within thirty (30) calendar days of the oral disclosure, or (ii) regardless of whether so marked or identified, all information that would reasonably be considered confidential, including, without limitation, pricing, terms, attachments, appendices and all information related to the this Agreement. Confidential Information of Circle TEC will be deemed to include the Service;

“Customer” means any natural or legal person that concludes an agreement with Circle TEC with regard to the Services;

“Data Protection Legislation” means the EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), together with the codes of practice, codes of conduct, regulatory guidance and standard clauses and other related legislation resulting from such Directive or Regulation, as updated from time to time;

“Disclosing Party” means the Party that discloses Confidential Information under this Agreement;

“Effective Date” means the first date that is mentioned on the first Quotation attached, i.e. the indication of the start of the Term;

“Fee” means the fee paid by the Customer as a consideration for the Services as set forth in the relevant Quotation;

“Feedback” has the meaning set forth in article 3.2. of these Terms and Conditions;

“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, design rights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights, know-how; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, (f) trade and business names, domain names, database rights and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered); (g) all registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world;

“Party” or “Parties” means Circle TEC and/or the Customer;

“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

“Quotation” means a form of quotation submitted by Circle TEC to the Customer in which the terms and conditions of this Agreement are or are deemed to be incorporated;

“Receiving Party” means the Party that receives Confidential Information under this Agreement;

“Services” means the organisation, development and implementation of educational training courses and lectures, both online and physical, provided by Circle TEC to the Customer pursuant to a Quotation.;

“Subcontractors” shall mean any subcontractors of the Customer;

“Term” means the period during which the Services are provided to the Customer on the basis of this Agreement;

“Third Party” means any legal or natural person that is not a Party;

“Virus” means a virus, cancelbot, worm, logic bomb, Trojan horse or other harmful component of software or data;

1. Scope
   1. The terms and conditions set forth in these Terms and Conditions apply to all contracts and Quotations relating to the Services between Circle TEC and the Customer, except when special written agreements between Circle TEC and the Customer stipulate otherwise. These Terms and Conditions of Circle TEC are deemed to be read, understood and accepted by the Customer when the Customer has paid the Fees for the Services or starts attending the courses and lectures in the context of the Services. These Terms and Conditions are deemed accepted even when they are conflicting with the Customer’s general or special purchasing terms and conditions. The fact that Circle TEC did not explicitly reject the terms and conditions of the Customer referred to in any contract or Quotation cannot be interpreted by the Customer as an acceptance by Circle TEC of such terms and conditions.
2. Intellectual Property
   1. Customer acknowledges and agrees that these Terms and Conditions are not a sale of the Service or any rights therein, and that Circle TEC and its suppliers will at all times retain all Intellectual Property Rights in and to the Services and the Circle TEC Content. All rights in and to the Services and Circle TEC Content not expressly granted to the Customer in these Terms and Conditions are reserved by Circle TEC. No license is granted to the Customer except as to use of the Service as expressly stated herein. Circle TEC’s name, Circle TEC’s logo, and the product names associated with the Service are trademarks of Circle TEC or Third Parties, and they may not be used without Circle TEC’s prior written consent.
   2. Circle TEC is free (but in no way obligated) to use and incorporate any ideas, suggestions or recommendations provided by the Customer (“Feedback”) in the Service, without payment of royalties or other consideration to the Customer, provided however, the foregoing shall not be construed as granting Circle TEC any right or license to the Customer’s patents, copyrights or trademark rights or other intellectual property right in the Feedback.
3. Warranties
   1. The Customer and Circle TEC represent and warrant to each other that they have the authority to enter into these binding Terms and Conditions personally. Circle TEC will perform their obligations under these Terms and Conditions in a good and workmanlike manner.
4. Liability
   1. To the maximum extent permitted under applicable law, the maximum liability of each Party to the other Party arising out of these Terms and Conditions will not in any event exceed the Fees paid or payable by the Customer to Circle TEC during the preceding twelve (12) month period, The aforesaid restrictions do not apply to a Party’s liability resulting from (i) fraud or deceit, and/or (ii) intentional misconduct.
   2. For the avoidance of doubt, it is specified that neither Party will in any event be liable for any indirect, consequential or other similar damages (including but not limited to damages for loss of profit, revenue, business, contracts or clients, loss of or corruption of data, loss of goodwill, damages to equipment and reputational damages, opportunity loss, loss of anticipated savings, and costs of procuring replacement goods or services), even if such Party has been advised or notified of the possibility of such costs or damages.
5. Indemnities
   1. Without prejudice to article 5 of these Terms and Conditions, the Customer will defend, indemnify and hold harmless Circle TEC from each and every founded and well-substantiated demand, claim, loss, liability, or damage of any kind whatsoever, including reasonable attorney’s fees, whether in tort or in contract, that it incurred by reason of, or arising out of, any claim which is made by any Third Party with respect to (i) any breach or violation by the Customer of any provisions of these Terms and Conditions, (ii) fraud, intentional misconduct, or gross negligence committed by the Customer or its personnel.
6. Fees
   1. During the Term and as a consideration for the Services as defined in article 1 hereof, the Customer agrees to pay the Fee as set forth in the Quotation. Circle TEC will send an invoice to the Customer when the Customer registers for the Services. A payment of the Fees shall constitute a confirmation of the registration for the Services.
   2. All invoices for any charges under these Terms and Conditions are due and payable within thirty (30) calendar days of the invoice date, unless specified otherwise in the Quotation.
   3. Amounts due are exclusive of all applicable taxes, levies, or duties, and Customer will be solely responsible for payment of all such amounts. All amounts are payable in Euro. All amounts not paid by the Customer on the due date mentioned in the invoice will bear interest in accordance with the law of 8 August 2002 on combating late payments in commercial transactions.
   4. The Customer will be entitled to a full refund when he/she cancels the registration for the Services within more than or equal to 60 days before the start of the Services. The Customer will be entitled to a 50% refund when he/she cancels the registration of the Services between 60 and 30 days before the start of the Services. The Customer will not be entitled to a refund when he/she cancels the registration of the Services within less than or equal to 30 days before the start of the Services.
7. Data protection
   1. Circle TEC will and will ensure that its personnel and (sub)contractors will, at all times, comply with its obligations under the applicable Data Protection Legislation in relation to all Personal Data that is processed under this Agreement.
8. Term and termination
   1. Term
      1. This Agreement will enter into force and will take effect as from the Effective Date and will remain in effect until the termination of the registered Services or the termination of this Agreement, unless specified otherwise in the Quotation (the “Term”).
   2. Termination
      1. From the moment of registration for the Services by the Customer, this Agreement can no longer be cancelled, except as provided for in article 7.4. of these Terms and Conditions.
      2. In case Circle TEC cancels its Services due to a Force Majeure event, as described in article 11.4. of these Terms and Conditions, Circle TEC and the Customer will mutually agree on a new date for the provision of the Services to the Customer. In case this is not possible, the Parties can choose to terminate this Agreement and Circle TEC will reimburse the Customer for the amounts already paid. Circle TEC will notify the Customer of such a Force Majeure event without undue delay. The occurrence of a Force Majeure event will, in the first place, not be considered as a termination ground for this Agreement.
      3. Circle TEC may immediately terminate this Agreement (or alternatively, in its sole discretion, suspend the Customer’s access to the Service) due to material breach on giving written notice in the event the Customer breaches the terms of use of the Service or infringes Circle TEC’s Intellectual Property Rights. Circle TEC may also suspend the access to the Service if the Customer fails to pay to Circle TEC any amount due hereunder and fails to cure such failure to pay within thirty (30) calendar days from the date of a written payment default notice from Circle TEC.
      4. Circle TEC may terminate this Agreement by written notice to the Customer, effective as of the date of delivery of such notice, if the Customer becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business.
      5. Circle TEC may terminate this Agreement, without having to justify its decision, and at any time during the provision of the Services, when the Customer (i) shows inappropriate behaviour towards the teacher, the other participants or employees and associates of Circle TEC and (ii) discloses personal details of other participants.
      6. Upon termination of this Agreement for whatever reason, the Customer will promptly pay Circle TEC all Fees and other amounts earned by or due to Circle TEC pursuant to this Agreement, up to and including the date of termination. Termination of this Agreement on whatever ground will be without prejudice to any right or remedy that has accrued prior to the actual termination.
      7. The provisions of these Terms and Conditions that are expressly or implicitly intended to survive termination will survive any expiration or termination of this Agreement.
9. Confidentiality
   1. The Customer undertakes to keep confidential all information disclosed pursuant to or in connection with this Agreement and the Services (whether or not such information is expressly stated to be confidential or designated as such) and therefore not to disclose such Confidential Information to others or use it for purposes other than the execution of these Terms and Conditions with Circle TEC. As a result, it is prohibited for Customers to audio/video record or copying in any other way the courses and lectures in the context of the Services for commercial purposes.
10. MISCELLANEOUS
    1. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
    2. No Agency. No joint venture, partnership, employment, or agency relationship exists between Customer and Circle TEC as a result of this Agreement or use of the Services.
    3. No Waiver. The failure of a Party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by that Party in writing.
    4. Force Majeure. Except for the payment of the Fee or other charges payable by the Customer, if the performance of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God, power failures, cyber crime, unauthorized access to Circle TEC’s information technology systems by Third Parties, or any other causes beyond the control of such Party, that Party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.
    5. Assignment. This Agreement may not be assigned by a Party to a Third Party without the prior written approval of the other Party. A Party may however assign this Agreement to (i) a parent company or subsidiary, (ii) an acquirer of all or substantially all of its assets involved in the operations relevant to this Agreement, or (iii) a successor by merger or other combination. Any purported assignment in violation of this article will be void. This Agreement may be enforced by and is binding on permitted successors and assigns.
    6. Notice. Each Party must deliver all notices or other communications required or permitted under this Agreement in writing to the other Party at the address provided by the Party by e-mail. Each Party will provide its contact details to the other Party. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) calendar days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each Party may change its address for receipt of notice by giving notice of such change to the other Party.
    7. Entire Agreement. This Agreement comprises the entire agreement between Customer and Circle TEC and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding the subject matter contained herein. No amendment to or modification of this Agreement will be binding unless in writing and signed by an authorized representative of each Party.
    8. Contact. In case you have any questions about these Terms and Conditions or the Services, you can contact us via the e-mail address: education@circletec.be
    9. Applicable law and Jurisdiction. This Agreement will be interpreted fairly in accordance with its terms, without any strict construction in favor of or against either Party and in accordance with Belgian law, without giving effect to any laws of conflict. The competent courts of Brussels (Dutch) will have exclusive jurisdiction over any dispute or controversy arising from or relating to this Agreement or its subject matter.