General Conditions

General Terms and conditions Imboorling


  1. General information 
    1. These terms and conditions govern the present and future contractual relationship(s) between Imboorling BV(BA)| Rainbow 5, 9090 Melle| VAT BE0465.804.391| info@imboorling.be (hereafter: Imboorling) and the customer, and form an integral part of the agreement between the parties, including: the support of communication skills of (the employees) of the customer and this by means of inspiration sessions, workshops, training and coaching, the provision of advice, the performance of additional work, the engagement of third parties, ...
  2. Applicability, acceptance and cognizance
    1. These general terms and conditions apply to all agreements and offers made by Imboorling.
    2. The customer has received these terms and conditions at the commencement of the services, has at least been able to take cognizance of them digitally via the website www.Imboorling.be and thereby acknowledges having taken cognizance of these general terms and conditions at the latest at the commencement of the agreement between the parties, having been given the opportunity to ask questions about them, thus having understood and accepted them.
    3. By the mere fact of accepting an offer, the customer expressly accepts these general terms and conditions to the exclusion of any terms and conditions of his own. The execution of the contract proves this acceptance without reservation.
    4. The parties recognize and accept notification by e-mail as legally valid and customary unless expressly agreed otherwise. Speed of communication and notification is considered to be in the interest of both parties for the best possible realization execution of the agreement. The parties undertake to notify any change in this data spontaneously and immediately.
  3. Establishment of the agreement 
    1. The provision of price indications is for information purposes only and without any commitment on Imboorling's part.
    2. The customer bears the final responsibility regarding the accuracy of the data he/she provides and should check it before approving the quotation.
    3. If the customer places an order for specific purposes or with a specific expectation that is essential to him/her, this must be clearly stated when requesting a quotation and included in the cooperation agreement. If the quotation and/or cooperation agreement did not expressly include specific requirements or purposes, Imboorling may assume that this is not of overriding importance to the customer.
    4. Imboorling's quotations are valid for a period of 21 calendar days, unless otherwise stated in writing. Changes to quotations are valid only if accepted by Imboorling in writing. Quotations are one and indivisible, unique and personal.
      Quotes are always completely without obligation for both parties.
    5. A contract is deemed to have been concluded only when the customer accepts the offer on account of and a cooperation agreement is signed by the parties. Only from the moment the cooperation agreement is signed by both parties that there is a valid agreement. Whether or not the parties reach a cooperation agreement can be freely chosen by either party. Imboorling shall never be obliged to enter into a cooperation agreement after an offer has been made if Imboorling does not agree with the vision and course of action of a particular party for whom an offer has been made.
    6. Imboorling cannot be held responsible for obvious typographical errors in the quotation or the cooperation agreement. The information stated on the quotation and/or cooperation agreement shall take precedence over all other information, whether advertising or otherwise.
  4. Implementation deadline
    1. If implementation dates are indicated, this is purely by way of information and is not binding on Imboorling unless otherwise expressly agreed in writing.
    2. In any case, Imboorling is no longer bound by agreed-upon deadlines:

  • in case of any shortcoming of any kind on the part of the client, including but not limited to: not respecting the technical preconditions, making recordings during sessions,...
  • in case of force majeure or extraneous cause at Imboorling
  • changes, modifications, ... to the cooperation agreement

    1. The indicated execution period will commence after Imboorling has received all information necessary for the complete execution of the order and after payment of the advance as stipulated in article 5.
    2. Under no circumstances can a delay in the intended period of performance give rise to compensation, dissolution of the contract at Imboorling's expense or cancellation of the contract.
    3. The customer will be notified in advance of the scheduled dates. If a scheduled date has suddenly become impossible for one of the parties due to unforeseen circumstances, this must be reported to the other party immediately. Parties will in that case search for a new date together. Repeated cancellations (more than one) may be charged to the customer by Imboorling.
    4. Dates will be scheduled according to availability and according to our ability to prepare Imboorling and those of parties that Imboorling would rely on for performance of the contract.
  2. Price and payments
    1. Prices quoted by Imboorling are exclusive of VAT and exclusive of travel or accommodation expenses, unless otherwise expressly stated by Imboorling in writing.
    2. A deposit will be charged to the client after signing the cooperation agreement and the balance will be charged after completion of the assignment for which the cooperation agreement was entered into.
    3. Invoices shall be paid within 30 calendar days of invoice date unless expressly agreed otherwise in writing.
    4. The customer is not permitted to set off any amount owed to Imboorling against any claim the customer may have against Imboorling.
    5. Any invoice not paid on the due date shall automatically and without notice be increased by default interest at a conventional interest rate of 10% per annum and by a fixed compensation equal to 10% of the invoice amount, with a minimum of €250.
    6. Such liquidated damages and claimed interest shall in no case cover the costs of legal and technical advice to collect the amounts owed by the customer, including lawyers' fees in accordance with the provisions of 6 WBBH.
    7. The late, incomplete or non-payment of one past due invoice or the customer's failure to fulfill its essential obligations contained in this agreement shall make all non-due invoices immediately due and payable.
    8. In the event of late payment, Imboorling will under no circumstances provide additional services until the full outstanding balance has been paid.
    9. Invoices that are not protested by registered mail within 7 calendar days of the invoice date are considered to be definitively accepted.
  3. Rights and obligations of the parties
    1. Customer acknowledges that the commitments made by Imboorling in this Agreement are purely best efforts commitments.
    2. No complaint, under any title, shall entitle the customer to suspend or defer payment of the entire invoice amount.
    3. Parties are liable to each other for all direct and/or indirect damage caused to personnel, property or materials of the other party. Imboorling always provides very high quality technical material. Any damage to these materials through the fault of the customer and/or his personnel or appointees must be compensated immediately and on first demand by the customer.
    4. In the event of liability on Imboorling's part, compensable damages shall be limited to the amount for which the insurance policies taken out by Imboorling intervene.
    5. For Imboorling, connection is essential. Imboorling always wishes to deliver work of high quality, in which the core message must be central. Imboorling has complete creative freedom in order to give substance to the work to be delivered, which will never consciously include hurtful or derogatory elements. Should certain individuals feel that certain elements of Imboorling's work have come across as offensive or inappropriate, Imboorling is always open to dialogue. However, Imboorling can never be held liable for statements belonging to its creative freedom as long as these statements were always made in good faith and without negative intentions.
    6. Imboorling's work may contain hyperlinks and other references to sites or information resources operated by third parties. These links are provided for your information only. Imboorling has no control over third-party websites and is therefore not responsible for the content of these third-party websites referenced.
    7. The customer is prohibited from transferring rights and obligations arising from this agreement to a third party, except prior written consent on behalf of Imboorling.
  4. Complaints
    1. The Customer shall inspect the delivered performance immediately upon delivery/performance and shall be deemed to have thoroughly checked it immediately. Observations or defects must be reported to Imboorling in detail and by registered letter accompanied by sufficient supporting documentation within 7 calendar days of delivery of the performance at the latest. Failing this, any right of the Customer to invoke non-conformity of the delivered goods shall lapse.
    2. The payment, even partial of the (final) invoice is deemed to be a presumption of tacit acceptance of the performance by the customer, subject to proof to the contrary.
    3. When the deliverable is put into use by the customer - in the broadest sense of the word - it is deemed accepted which counts as final and irrevocable approval and acceptance by the customer, in its entirety.
  5. Intellectual property rights
    1. Imboorling retains the copyrights and all intellectual property rights to the images, performances, presentations, workshops, documents and any other protected works published by Imboorling. The customer and all appointees and/or employees of the customer are strictly prohibited from making recordings of sessions/lectures/presentations,...
    2. The customer is strictly prohibited from copying the images, processes or (parts of) presentations produced by Imboorling and protected by intellectual property rights.
    3. If the Customer breaches the above clauses regarding intellectual property rights, Imboorling shall be entitled to damages of 50,000.00 EUR, which shall be increased by 2,500.00 EUR per day for as long as the breach lasts, unless Imboorling can prove that the damage actually suffered is greater.
  6. Termination or dissolution of the agreement
    1. Termination by either party
      1. For coaching: The client may cancel an agreed coaching subject to respecting the following cancellation fees:
        1. Cancellation more than 1 (one) week before the start of the training: 50% of the total cost of the training is payable by the customer to Imboorling as a cancellation fee.
        2. Less than 1 (one) week before the start of the coaching, the agreement can no longer be cancelled by the client. In any case, the customer will owe Imboorling the full agreed amount.
      2. For training: The client may cancel an agreed training program subject to respecting the following cancellation fees:
        1. Cancellation more than 30 (thirty) days before the start of training: 0 EUR due.
        2. Cancellation between 30 (thirty) days and 2 (two) weeks before the start of the training: 25% of the total cost of the training is payable by the customer to Imboorling as a cancellation fee.
        3. Cancellation between 2 (two) weeks and 1 (one) week before the start of the training: 50% of the total cost of the training is payable by the customer to Imboorling as a cancellation fee
        4. Less than 1 (one) week before the start of the training, the agreement can no longer be cancelled by the customer. In any case, the customer will owe Imboorling the full agreed amount.
      3. In the event that Imboorling should terminate the contract, Imboorling will also compensate the customer for all damage effectively suffered.
      4. If either party intends to terminate this agreement, it shall notify the other party by registered mail.
    2. Change in the legal status of the Customer
      1. The Agreement shall terminate by operation of law as soon as there is a change in the Customer's legal situation as a result of a merger, demerger, transfer or takeover, unless Imboorling has expressly agreed in writing to the transfer of the Agreement in the context of the Customer's changed legal situation.
      2. In such case, Imboorling reserves the right to recover from the customer the damages it has suffered.
    3. Dissolution: serious default on the part of the customer and bankruptcy
      1. If, except in cases of force majeure, the Customer is guilty of a serious breach of contract, including but not limited to breach of Imboorling's intellectual property rights, failure to pay the invoice, or failure to comply with any of the other obligations set out in this agreement, Imboorling shall be entitled, in accordance with Article 1184 of the Dutch Civil Code, after having given the defaulting party prior notice by registered letter to comply with the non-compliant obligations within one week (i. e. e. 7 calendar days), to terminate the agreement with immediate effect and without any requirement for prior judicial intervention.
      2. In such case, Imboorling reserves the right to recover from the customer the damages it has suffered.
      3. In the event of a serious suspicion of insolvency on the part of the customer, including but not limited to bankruptcy, liquidation, judicial reorganization or any other insolvency, Imboorling reserves the right to suspend performance of the contract pending proper assurance of solvency.
      4. Failure to do so shall entitle Imboorling to terminate the contract with immediate effect without further notice of default or obligation for prior judicial intervention and without any obligation to pay compensation to the customer.
  7. Force majeur
    1. The parties shall not be liable to each other for the consequences of force majeure, which reasonably makes the full or partial performance of its obligations (temporarily) impossible, including, but not limited to: any event beyond the reasonable control of the parties, including but not limited to strikes, lockouts, accidents, acts of war, fires, government or administrative regulations or orders, system failures, illness among staff or employees or employee shortages in general, arbitrary governmental decisions (national or international), international or national legislative changes, epidemics, pandemics, etc.
      1. The parties are released from all their obligations to each other in the event of force majeure for as long as this force majeure situation lasts.
  8. Changes
    1. Amendments to any provision of this Agreement must be the subject of a prior written agreement signed by both parties.
    2. Any and obvious material error or miscalculation (of which it is also clear how the price is formed and arrived at ) regardless of whether to the advantage or disadvantage of the parties involved, can be rectified without compromising the performance of the contract.
  9. Nullity of clauses and waiver of right
    1. If, pursuant to a legal provision of public policy or mandatory law, any of the provisions of the agreement or parts thereof are declared null and void and unobjectionable, this shall only result in partial nullity limited to the provision in question, which shall not affect the validity of the remainder as provided in the agreement.
    2. For the void or invalid provisions, the parties will insert in writing a new provision which is as close as possible to the original intention of the parties.
    3. Imboorling's failure to exercise, assert or delay in exercising or asserting one or more rights under this Agreement shall never be deemed a waiver of any or all of those rights, unless otherwise expressed by express written statement by Imboorling.
    4. If, in application of the preceding paragraph, Imboorling waives any rights or claims under the Agreement that have their origin in a default or other breach of performance by Imboorling, such waiver shall never be construed as a waiver of any other right under the Agreement or concerning a default or other breach of performance by the Customer, even if the two instances are broadly similar.
    5. Any waiver is always to be interpreted restrictively and relates only to the rights and circumstances described in the written statement.
  10. Privacy and data protection
    1. Imboorling processes personal data in execution of agreement with the customer and this both for information provision and/or execution of the agreement based on the signed cooperation agreement. This either as a controller or as a processor depending on the specific circumstances.
    2. Imboorling is a controller insofar as the processing of personal data takes place for its own purposes and Imboorling itself determines the means for this. Insofar as personal data of data subjects are processed on behalf of the customer, Imboorling acts as processor.
    3. For personal data received by Imboorling as a data controller because of the customer, Imboorling falls back to the situation where the customer has entered into a contract with Imboorling and the processing is necessary for the performance of the contract.
    4. Imboorling recognizes the importance of secure processing of personal data. In this sense, both Imboorling and the customer acknowledge that any processing will be carried out in accordance with the prevailing national regulations, including the Law of July 30, 2018 on the protection of natural persons with regard to the processing of personal data, as well as Regulation (EU) 2016/679 (hereinafter: AVG) in force since May 25, 2018 and to comply with them. In case of substantive legislative changes, Imboorling undertakes to adapt the Privacy Policy accordingly.
    5. Imboorling guarantees that personal data will be collected and processed in a transparent manner and only for specified, explicit and legitimate purposes. Any processing shall be limited to what is necessary for the purposes for which the processing is carried out. Imboorling shall ensure that personal data is recorded correctly and updated when necessary.
    6. Personal data requested for the performance of the contract shall not be kept for longer than necessary for the performance of the relevant service. If Imboorling retains the data for a longer period, it shall at all times base this on the necessary justifications, including legal obligations regarding accounting, liability and warranty. If retention of the personal data is no longer required, it will be securely destroyed or deleted, or made available to the data subject.
    7. Questions and/or complaints regarding the collection and processing of personal data or an appeal to the rights as a data subject may be addressed to Imboorling and this via a reasoned letter to info@Imboorling.be or by mail to 9090 Melle, Rainbow 5. Imboorling processes each request without delay and provides feedback on this within a period of 30 days. In certain cases, Imboorling is entitled to extend this period by two months, in which case Imboorling will inform the data subject within 30 days of receipt of the request (Art. 12.3 AVG).
    8. Imboorling takes the necessary measures to prevent a loss of data. However, should such a loss occur, Imboorling undertakes to report this to the Data Protection Authority (GBA) within the legal deadlines. This information obligation only applies insofar as the data leak proves to be large-scale or involves a far-reaching impact on security.
    9. Imboorling guarantees the necessary support to data subjects to fulfill their obligations, except in the case of information that is confidential or may not be communicated because of a legal regulation. The controller of personal data processing at Imboorling is Ms. Ann Allard (info@Imboorling.be or 09/278 85 11). In addition, for more information regarding the processing of personal data, you can always contact the Data Protection Authority at 1000 Brussels, rue du Printing Press 35 (02/274.48.00) or www.gegevensbeschermingsautoriteit.be).
  11. Competent court and applicable law
    1. In case of disputes regarding this agreement, only the courts of the judicial district of Ghent have jurisdiction.
    2. However, Imboorling reserves the right to bring a dispute before the courts of the judicial district of the customer's registered office.
    3. This agreement and all actions resulting from it are governed exclusively by Belgian law.
    4. The unsuccessful party in such a dispute shall reimburse the other party for all judicial, extrajudicial and other costs related to the proceedings in accordance with the relevant legal provisions.