General terms and conditions of AVIATO ACADEMY NV
(last modification on 25.08.2022)
1.1 These general terms and conditions govern the legal relationship between Aviato Academy NV, with its registered office at Brussels National Airport 1M, Compass Building, 1930 Zaventem, company number 0726.384.894 (RPR/RPM Brussels) (hereinafter referred to as “AVIATO ACADEMY”) and the Customer, to the extent that they are not deviated from in writing.
1.2 Together with any other document in which they are referred to (such as a purchase order, quotation, invoice, etc.), these terms and conditions constitute the entire agreement (hereinafter jointly referred to as the “Agreement”).
1.3 In the event of a conflict between the provisions of the Agreement, the following priority arrangement applies: 1) quotation (including special conditions), 2) general terms and conditions and 3) invoice.
1.4 All prior written or verbal contracts, proposals and commitments relating to the same subject matter prior to the date of this Agreement will be replaced by the Agreement and deemed not to have been written. All general and/or other terms and conditions of the Customer are excluded and do not form part of the Agreement (even if such terms and conditions provide that they take precedence over these general terms and conditions).
2. Object and nature
2.1 AVIATO ACADEMY organises training courses, programs, seminars, coaching, learning solutions, coaching programs, development paths, e-learning, online training courses, and other forms of training (hereinafter referred to as “Training”) and provides logistics and organisational support via its online platform and by making training rooms available. Hereinafter collectively referred to as “Services”.
2.2 The Services are largely standard services not specifically created for the Customer, but which meet the requirements of the market. However, AVIATO ACADEMY cannot provide any guarantee that the Services meet the Customer’s specific needs.
2.3 The Customer wishes to purchase these Services from AVIATO ACADEMY and AVIATO ACADEMY accepts this assignment by signing the quotation. The precise description of these Services and the associated prices are listed on the AVIATO ACADEMY website and in the quotation.
2.3 AVIATO ACADEMY’s obligations under this Agreement are best efforts obligations.
3. Information obligation
3.1 AVIATO ACADEMY will provide the Services within the limits of the information provided by the Customer. In doing so, AVIATO ACADEMY relies on the accuracy and completeness of the information provided by the Customer. AVIATO ACADEMY cannot be held liable for incorrect performance of the Services if such incorrect performance was caused by the incorrect, incomplete, or late provision of information by the Customer.
3.2 During the scheduled training days, the Customer’s employees participating in these training days must be fully available and able to fully devote their attention to the Training. The Customer’s employees participating in the Services must be given the opportunity to perform tasks, assignments, or exercises related to the Services during working hours.
3.3 Participants in the Training must be medically fit to take the Training. The suitability of participants to follow the Training is the responsibility of the Customer, who expressly releases AVIATO ACADEMY from any obligation to verify this.
3.4 The Customer is and shall remain at all times responsible for the selection of an appropriate training course for the participants of a training course, including training plan, assessment plan, and follow-up. Neither AVIATO ACADEMY nor its partners bear any responsibility for this.
4.1 The Services will be provided at the prices set out in the quotation. All prices are exclusive of VAT and can be reviewed annually. Any discount granted is one-off and does not create future rights.
4.2 The prices of AVIATO ACADEMY only include catering and/or documentation if this was explicitly stated in the quotation.
5. Invoicing and payment
5.1 All invoices submitted by AVIATO ACADEMY must be paid within 14 days of the invoice date.
5.2 The amounts owed must be transferred to the AVIATO ACADEMY bank account and the reference to be stated is the number of the relevant invoice and the customer number.
5.3 Any invoice amount not paid on the due date will be increased, automatically and without prior notice of default, by late payment interest equal to statutory interest and a fixed compensation in the amount of 2% of the amount of the invoices still unpaid, with a minimum of EUR 25.00 owed for the administrative costs incurred on account of late payment.
5.4 Any dispute regarding an invoice must be sent by registered letter to the postal address of AVIATO ACADEMY within 10 days after the invoice has been sent. Failing this, the dispute will not be considered under any circumstances. The postal date serves as proof of this.
5.5 Without prejudice to all other rights of AVIATO ACADEMY, AVIATO ACADEMY has the right to suspend/terminate its Services automatically and without prior judicial intervention in the event of non-payment of any outstanding amounts undisputed or not disputed in good faith, including payment by the Customer of the owed compensation and interest on arrears. All consequences of suspension of the Services and/or termination of the cooperation due to non-payment are at the Customer’s expense. During the suspension, the payable prices are still due.
5.6 AVIATO ACADEMY is entitled to compensate claims against the Customer against any claims of the Customer against AVIATO ACADEMY.
6. Duration and termination
6.1 The day on which the Agreement takes effect, the duration, the notice period and any automatic extensions are described in the quotation.
6.2 Any cancellation must be notified to the other party by registered letter. In the absence of specific provisions, the assignment commences after AVIATO ACADEMY has received the signed quotation. All Services provided and costs incurred are invoiced as of that date. The Agreement ends automatically following the death, evident incapacity, liquidation or bankruptcy of the Customer. In the event of evident insolvency or bankruptcy, the contract ends automatically at such time payments to AVIATO ACADEMY are stopped.
7. Force majeure and unforeseen circumstances
7.1 Neither party is liable to the other for a delay or non-performance of its obligations if this is due to force majeure. Examples of force majeure include war, insurrection, riots, terrorism, pandemic, strikes or social conflicts, immediate termination by a supplier of the cooperation between AVIATO ACADEMY and this supplier, without such termination being the result of a material failure on the part of AVIATO ACADEMY.
7.2 AVIATO ACADEMY can always change the content, date or location of a Training and replace teachers in the event of unforeseen circumstances (such as illness or other absence of teachers, for safety reasons, changes in regulations, etc.). In such cases, the Customer can cancel the Training or accept the new timetable/programming. In the event of cancellation, any invoices paid by the Customer will be refunded on request without interest or other compensation owed.
8. Liability and insurance
8.1 Although AVIATO ACADEMY strives for a consistent and high quality of its Services, it cannot be held responsible for any lapses in the Services, information, description or content. AVIATO ACADEMY cannot guarantee that all use of its Services will be uninterrupted, timely, secure or error-free.
8.2 Subject to the explicit obligations undertaken by AVIATO ACADEMY under the Agreement, AVIATO ACADEMY’s liability is limited to the liability prescribed by law. AVIATO ACADEMY is not liable for indirect and consequential damage, such as loss of turnover, loss of profit or any increase in general costs. Neither is AVIATO ACADEMY liable for any damage resulting from the Customer’s failure to comply with this Agreement, nor is AVIATO ACADEMY liable for defects caused directly or indirectly by an act of the Customer or a third party, whether caused by error or negligence. If AVIATO ACADEMY’s liability is proven, AVIATO ACADEMY is only obliged to replace or perform the Service again or, if this is not possible, to refund the price.
8.3 The Customer must at all times be adequately insured within the framework of performance of the Agreement and must submit proof thereof to AVIATO ACADEMY, at the latter’s request.
9. Replacement and cancellation
9.1 If the Customer or its employee is unable to participate, he, she or it can have himself, herself or itself replaced by another person, provided he, she or it notifies AVIATO ACADEMY of the fact in writing at least 3 working days in advance.
9.2 In the absence of specific provisions, the Customer can cancel the Services free of charge up to 30 calendar days before commencement and receive the full amount already paid upon request. In the event of cancellation between 30 and 14 calendar days before the start of the Services, the Customer owes 50% of the amount invoiced or to be invoiced and the Customer is entitled to a refund of 50% of any amounts already paid. In the event of cancellation less than 14 calendar days before the start of the Services, the Customer owes 100% of the amount invoiced or to be invoiced and the Customer is not entitled to any refund of any amounts already paid. In the event of non-participation, or only partial participation, in an ordered Service without cancellation, the full price of a Service remains payable.
10. Intellectual property
10.1 The intellectual property rights to all courses, presentations, materials and other creations in the context of the provision of the Services are the exclusive property of AVIATO ACADEMY or its partners.
10.2 The Customer expressly agrees that it may not in any way, in whole or in part, reproduce, translate, adapt, store, distribute, communicate or make available to any public the content of these courses, presentations, materials and other creations without the prior written consent of the copyright holder or AVIATO ACADEMY.
11.1 The Customer undertakes, both during and after performance of the Services, to strictly respect the confidentiality of all data and information of whatever nature that will be passed on to it or of which it becomes aware within the scope of performance of or pursuant to the Agreement, including in the pre-contractual phase, including the existence and content of the Agreement.
11.2 Confidential information is not limited to information expressly designated as such in the verbal and written notification, but also includes information of which the Customer should reasonably recognise the confidential nature, given the nature of the information. Confidential information is understood to mean all material, data and information, material or intangible – whether in written, graphic, verbal or electronic form – developed by, disclosed or made available by AVIATO ACADEMY to the Customer under this Agreement. Confidential information includes, among other things, the terms of this Agreement, trade secrets, know-how, inventions, technical data or specifications, test methods, corporate or financial information, research and development activities, product and marketing plans, development plans and customer and supplier information. The confidential information relates to AVIATO ACADEMY or its customers or information made available for the performance of the Services, regardless of the form or on which information carrier it is located (including all working documents and notes drawn up by the Customer itself within the framework of the Services).
11.3 The Customer also undertakes to guarantee that its employees, appointees, or, where appropriate, the subcontractors it engages are bound by the same obligation. The Customer only discloses to the aforementioned third parties the data necessary for the performance of the Services, and this only to employees, appointees or any subcontractors directly involved in the Services.
11.4 Unless AVIATO ACADEMY gives its prior written consent, the Customer will not copy or use confidential information, directly or indirectly, for its own needs or for purposes other than the performance of its obligations under the Agreement. The information contained in all documents delivered remains the property of AVIATO ACADEMY and must be returned to it at its first request, and in any event upon termination of the Agreement.
11.5 The obligation of confidentiality does not apply to information that:
- is already in or subsequently enters the public domain other than due to a breach of the Agreement. Confidential information is not deemed to belong to the public domain merely because part of that information is included in general disclosures or because individual characteristics, components or combinations thereof are currently known to the public;
- has been received or is subsequently received by the Customer from a third party that is not bound by a duty of confidentiality regarding that information;
- of which the Customer can demonstrate that the information was independently produced and does not make any reference to material made available during the term of the Agreement and without the use of confidential information of AVIATO ACADEMY;
- nor for confidential information disclosed by the Customer pursuant to a court order or in accordance with any applicable legal provision
11.6 If the Customer wishes to invoke one of the aforementioned exceptions to communicate confidential information, it must inform AVIATO ACADEMY in advance and in writing.
11.7 If the Customer wishes to communicate about the existence of the Agreement or wishes to mention AVIATO ACADEMY as a reference, it must inform AVIATO ACADEMY of this in advance and request the prior written approval of AVIATO ACADEMY. If the Customer wishes to use the logo and the brand name of AVIATO ACADEMY in its communication, it must also request prior written approval from AVIATO ACADEMY and, where applicable, follow the AVIATO ACADEMY guidelines on the use of the logo. Any infringement thereof entitles AVIATO ACADEMY – by operation of law and without prior notice of default – to demand compensation for damages of EUR 10,000 per infringement, without prejudice to the right of AVIATO ACADEMY to claim higher damages if this is proven.
11.8 The Customer must, at its own cost, comply with all legal and other regulations such as those relating to data security, safety, retention and the like, as applicable in the context of these Services.
11.9 The provisions of this Article remain in full force and effect for a period of 5 years after termination or dissolution of this Agreement.
12. Processing of personal data
12.1 The contact details of AVIATO ACADEMY’s contact person at the Customer can, subject to express permission, be processed by AVIATO ACADEMY with a view to conducting information or promotional campaigns in connection with the Service offered by AVIATO ACADEMY, e.g. by publication on its website. The data will not be used or transferred for these purposes without explicit consent.
12.2 To allow AVIATO ACADEMY to perform the Services, the Customer will provide AVIATO ACADEMY with certain personal data of its employees, including first name, surname, email address and date of birth (for IATA certification). In this case, both the Customer and AVIATO ACADEMY act as individual “data controller” under 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 (“GDPR”). The Parties must comply with their respective obligations under the GDPR as well as all applicable laws implementing the GDPR and the advice, recommendations or other actions issued by a public authority in connection with the GDPR.
13. Final provisions
13.1 AVIATO ACADEMY reserves the right to amend these conditions at any time. The new conditions will apply to orders placed after such amendments. We, therefore, advise the Customer to save or print a copy of these conditions prior to placing any order.
13.2 If any provision of the Agreement or part thereof is declared invalid, illegal, or unenforceable: (i) the validity, legality, and enforceability of the remainder of the Agreement or of the remaining provision will not in any way be affected or impaired as a result; and (ii) the parties undertake to negotiate in good faith to reach a clause which approximates as closely as possible the purpose and intention of the invalid, illegal or unenforceable provision or part thereof.
13.3 The failure of AVIATO ACADEMY to enforce its rights under this Agreement shall not be construed as a waiver of such right and shall in no way extend or modify the rights of the other Party.
13.4 This Agreement is governed by Belgian law. Any dispute relating to this Agreement that cannot be solved amicably between the Parties shall fall within the exclusive jurisdiction of the Dutch-speaking courts of the judicial district of Brussels, Belgium.