MEDIATRAINING SPRL ("UTOOLIZE") is only bound by performance after the explicit and written acceptance by UTOOLIZE of an assignment/order of the client. These general conditions (the "General Conditions") are applicable to the deliveries of services as well as to the sale of goods by UTOOLIZE. The client accepts the General Conditions by filling out the order form or by giving an assignment. The General Conditions and each specific agreement constitute the complete and sole agreement between the parties and replace all prior oral or written agreements, proposals, promises, understanding or communications with regard to the subject matter of the specific agreement. Differing conditions of the client are not applicable and not enforceable against UTOOLIZE.
Prices which are communicated by UTOOLIZE in its offers are always non binding, unless it is explicitly indicated that they are final. The final prices in the offers are only valid during 30 days. All prices are exclusive of VAT. Tariffs communicated by UTOOLIZE in view of the provision of a service are established in function of performances during normal working hours. Supplements are therefore possible. Normal working hours are: from 9 hour till 18 hour per working day. Working days are weekdays, excluding public holidays.
The delivery periods indicated by UTOOLIZE are indicative and not binding, unless explicitly agreed otherwise. The periods are always expressed in working days. Delay in the delivery can in no case give right to cancellation of an order or to compensation. Each complaint concerning the delivery, of whatever kind, has to be filed by the client to UTOOLIZE by registered mail within 8 working days from the delivery of the goods or the starting date of the service delivery. Possible complaints about the delivery or the performances cannot be used to delay or suspend the payment of invoices. If a client has not objected in writing to an invoice within 7 working days following its sending date, the client irrevocably accepts the invoice and the amounts, products and services mentioned therein. All invoices are payable within 8 days following the invoice date. If the invoice is not paid on the due date, a contractual interest of 1% per month is due, by right and without any further notice, each initiated month being counted for a complete one. Each late payment by the client gives UTOOLIZE the right to claim a compensation of an administration cost of EUR 250. All costs incurred by enforcing payment by any judicial procedure, inclusive costs for attorneys (estimated at a minimum of EUR 500 per case), will be borne by the client.
The client acknowledges to have been informed by UTOOLIZE about the possibilities of the delivered software in a sufficient way, prior to the issue of an order. The client shall respect the conditions of use of software, or any saas, that is not developed by UTOOLIZE but for which a licence is granted to the client within the scope of the agreement. The client acknowledges to use the software, or saas, only for its own internal company processes. Use of the Utoolize software by third parties for the company processes of the client is not permitted. A possible infringement of those conditions can in any event never result in a liability of UTOOLIZE. No agreement with UTOOLIZE involves a transfer of any intellectual property right in connection to any software, unless explicitly agreed otherwise. UTOOLIZE or its licensor, depending on the case, remain the full and exclusive owners of the software. The client will always hold UTOOLIZE harmless from possible claims of third parties following the use of their software or service.
The client can in any event never use the provided services or facilities, including the offered storage premises, to infringe, to cause harm or nuisance to UTOOLIZE or to third parties. The client guarantees that at all times no criminal and/or infringing data, databases, software, meta-tags, hyperlinks, deeplinks or comparable references or information is present on the equipment provided by UTOOLIZE. At the first request of UTOOLIZE, the client will hold UTOOLIZE harmless thereof (including costs for attorneys) and will intervene at its own costs in each procedure against UTOOLIZE connected herewith. The use of Warez, MP3 sites and/or other sites with illegal software is forbidden. Spamming is strictly forbidden on all Media players and systems provided by UTOOLIZE and will lead to direct disconnection. The client guarantees to immediately act upon each request of UTOOLIZE and upon each reasonable request of a third party to remove and/or adapt its own content. The client renounces his right to claim any compensation from UTOOLIZE. UTOOLIZE does, e.g., not allow pornographic material through its iFrames or Media Players, nor illegal MP3-sites or sites material on which goods/services are offered that are contrary to the public order or to common decency, which are part of unlawful practises. No activities can be exercised through iFrames or Media Players of UTOOLIZE which infringe protected works or which are punishable by the Act on Cybercriminality.
UTOOLIZE is in no event liable for indirect damage, including a.o. commercial or financial losses, loss of data, loss of reputation, profit, turnover, clients or losses as a consequence of proceedings initiated by third parties against the client. UTOOLIZE can therefore in no event be liable for a possible break down of the Internet connection by technical or other interferences within or outside the UTOOLIZE iFrames. The client is solely liable for the adequate use of the product, the service or the software, taking into account the specifications, documentation and instructions of UTOOLIZE. UTOOLIZE will be liable vis-a-vis the client only for the actual and proven damage resulting from the obligations recorded in the agreements with UTOOLIZE, excluding all other implicit or non-written obligations. The liability of UTOOLIZE according to or in connection with an agreement made with UTOOLIZE, will, per claim or series of claims, resulting from the same event or the same cause, in any event not be higher than the total of the amounts billed to and paid by the client for the purchase price or recurring costs (i.e. exclusive of installation costs) from the service delivery over a period of three (3) months preceding the incident and that are connected to the specific project to which the claim refers to.
In order to perform its agreements, UTOOLIZE gathers, as data controller, personal data of the client. These personal data can also be used by UTOOLIZE for direct marketing. This allows UTOOLIZE to inform its clients regularly about its activities. If the client does not wish that his data are used for this purpose, he can inform UTOOLIZE on the following address firstname.lastname@example.org. The client can consult, correct or modify his personal data by sending a dated and signed letter to email@example.com. Under no circumstances these personal data will be transferred to third parties. UTOOLIZE reserves the right to modify its privacy regulations at all times and this in conformity with the Act of 8 December 1992 on Data Protection.
The rights and obligations of the client that result from the agreements made with UTOOLIZE, cannot be transferred, in whole or in part, to third parties, without the prior written consent of UTOOLIZE. If any provision in any agreement made with UTOOLIZE or the performance thereof by any party, is not enforceable under any circumstance, at whatever level, that will not affect the rest of the agreement.
Belgian law is applicable to all agreements made with UTOOLIZE. Each dispute in connection with the agreements made with UTOOLIZE will be exclusively adjudicated by the Courts of Brussels.