general terms and conditions of sale

1. Scope and definitions

 

These general terms and conditions of sale shall apply to all orders placed by the Client with DOKEOS and to all sales contracts, including any ancillary services. In the absence of written acceptance by DOKEOS, these general conditions of sale shall exclude all general and special conditions of purchase of the Client.

 

The Client shall be deemed to be the person who validly represents a legal entity or his own company and signs his agreement to the order, quotation or service contract issued by DOKEOS.

 

Where applicable, these general terms and conditions of sale shall be supplemented by the specific terms and conditions agreed between the parties. In the event of discrepancies or contradictions between the general conditions and the special conditions, the latter shall prevail over these conditions.

 

Unless proven otherwise, the Client acknowledges having received and read a copy of these general conditions of sale.

 

Should any of the provisions of these conditions be declared inapplicable or invalid for any reason, such invalidity or inapplicability shall not affect the application or validity of the other provisions of the general conditions.

 

The fact that DOKEOS does not enforce these terms and conditions of sale at any given time shall not be construed as a waiver of DOKEOS’ right to later rely on these Terms and Conditions.

 

2. Offer, order, service contract

 

The Order and the Service Contract irrevocably express the Client’s agreement.

 

The order, the service contract specify at least and bindingly the service (details and purpose of the services, practical implementation modalities, payment terms, completion time, etc.).

 

The prices indicated in DOKEOS’ quotations shall remain valid for a period of thirty (30) days from the date of the quotation, unless otherwise agreed.

 

DOKEOS shall not be bound by a service proposal until it receives the Client’s consent fully indicated on the service proposal.

 

Acceptance of the service quotation, implemented by the Client’s signature, is binding as a contract.

 

Any cancelation, modification of the order or of the service contract by the Client must be communicated by registered letter to the DOKEOS head office or by e-mail with acknowledgement of receipt and reading to the following address: bertrand@dokeos.com.

 

3. E-Learning services

 

DOKEOS offers an educational support service for managers and their employees to help them develop in their daily practice.

 

DOKEOS is a cloud-based learning platform with 8 products that are available and operational from the start of the 60-day free trial period, which is not accessible for Gmail, Yahoo and Hotmail webmail services.

 

DOKEOS makes it easy to design customised training modules, integrate client training materials, import content, and assess learner skills using online or face-to-face evaluation questionnaires.

 

DOKEOS offers clients a listening ear to their specific requests, customisation of its products and services, graphical personalisation and scripting, and responsiveness in terms of both technical intervention and assistance within the project.

 

4. Maintenance, hosting and technical support services

 

DOKEOS provides the Client with an LMS (Learning Management System).

 

DOKEOS guarantees that the software that accompanies the client on his educational or learning journey is innovative, secure, ergonomic, “mobile learning” and at the same time complies with the legal requirements of the digital age.

 

DOKEOS provides web maintenance of the software and technical support, as well as manual updates.

 

The Client can also request specific developments on his portal.

 

5. DOKEOS obligations

 

DOKEOS shall perform the promised work as well as all other services agreed in the contract. Depending on the case, DOKEOS may be subject to an obligation to produce results. If the contract concerns IT services or the development of e-learning tools, DOKEOS shall have an obligation to deliver.

 

If DOKEOS advises the Client on the selection of his computer equipment, it shall also be obliged to supervise the smooth technical installation of this equipment.

 

DOKEOS undertakes to maintain professional secrecy and to safeguard information.

 

Finally, if DOKEOS is commissioned to design an online training program, it shall ensure that this meets the needs of the Client at the time of its commissioning and also the legal obligations foreseen or foreseeable for its lifetime.

 

6.  Client obligations

 

The Client undertakes to pay DOKEOS the agreed price for its services. He shall also enable DOKEOS to provide its services in an appropriate manner and provide it with the necessary information and/or access.

 

The Client shall also have a duty to receive. This duty consists of acknowledging receipt of the delivered and personalised product and giving DOKEOS the go-ahead after checking that the delivered item complies with the agreement.

 

7. Pricing and payment options

 

The price includes supplies and/or services delivered in France, Belgium and the entire European Union, including travel expenses, accommodation and VAT.

 

Unless otherwise agreed in writing, invoices are payable in cash, in euros and at the company’s registered office.

 

Invoices are payable by electronic transfer to DOKEOS’ account

IBAN IBAN BE58-7785-9474-8279 BIC/Swift GKCCBEBB

 

Failure to pay an invoice by the due date shall result, by operation of law and without prior notice, in the immediate payment by the Client of the amount due, regardless of any payment facilities previously granted.

 

In the event of non-payment by the due date, DOKEOS reserves the right to suspend current services without notice or compensation and subject to all rights.

 

8. Duration and termination of the contract

 

Unless otherwise agreed in writing, the contracts issued shall be for one-off services and shall terminate when the parties have fulfilled all their obligations.

 

Either party may terminate the contract:

 

— Immediately, without notice or compensation and without prior recourse to a court in the event of a serious breach of these conditions. A serious breach is failure to comply with the parties’ respective obligations, failure to make payments, professional misconduct, lack of foresight, negligence, etc.

 

— Immediately, without notice or compensation and without prior recourse to a court in the event of force majeure that has hindered the performance of the contract for more than thirty (30) days.

 

9. Late payment – penalty clause

 

Any amount not paid on the due date will be automatically increased, without prior notice, by conventional late payment interest at the rate of 12% per annum from the due date of the invoice until payment in full.

 

Any amount not paid on the due date shall automatically and without prior notice give rise to a fixed penalty amounting to a total of 15% of the principal sum, interest and costs, with a minimum of 100 euros, without prejudice to the possible costs of justice.

 

10. Unilateral termination of the contract – penalty clause

 

In the event of unilateral termination of the sale by the Client, except in the cases provided for in these General Terms and Conditions of Sale in Articles 7 and 8, the Client shall be liable to DOKEOS as compensation for the withdrawal for an amount equal to 20% of the total amount of the order.

 

11. Guarantees and liability

 

DOKEOS undertakes to exercise all due care in carrying out the tasks entrusted to it by the customer. In particular, DOKEOS undertakes to work only with qualified and designated personnel. DOKEOS shall carry out its activities in accordance with the rules of the art and in compliance with professional secrecy.

 

DOKEOS has a resource obligation with regard to its e-learning platform and a result obligation if DOKEOS undertakes to deliver a specific result to the Client.

 

In all cases, DOKEOS shall only be liable for negligence, foresight, care or incapacity duly established (substantial and decisive fault) or if the promised result has not been achieved.

 

By operation of law and without formality, DOKEOS shall be discharged from liability if an event occurs that does not allow the normal continuation of the services and causes a delay, or more generally a case of force majeure. “Force majeure” is understood to mean any unforeseeable event or irresistible or external circumstances, these three criteria applying alternatively.

 

The same applies to omissions or inaccuracies resulting from incorrect information provided by the customer or a third party.

 

DOKEOS shall not be liable for any immaterial damage such as loss of production, loss of operations, loss of data, financial or commercial loss or any other that would be the direct or indirect consequence of the damage caused by the failure of the DOKEOS services.

 

DOKEOS provides free aftercare by phone or email throughout the duration of the services and for a period of 6 months after their end.

 

12. Intellectual property

 

The creations (computer supports, methods, tools, know-how, analyses, logos, software, documentation, etc.) of DOKEOS shall be protected by intellectual property law and shall remain the full property of DOKEOS, unless expressly agreed otherwise.

 

These creations may only be used by the customer within the framework of the bilateral agreements, unless expressly authorised otherwise.

 

The Client shall not reproduce, directly or indirectly, in whole or in part, adapt or modify, market or distribute to members of its staff or to third parties the computer media, writings or other resources made available without the prior written consent of DOKEOS.

 

DOKEOS declares that it is the owner of the intellectual property rights relating to the products and services marketed and made available to the Client or that it has obtained from the third party owner a right to use them on a regular basis.

 

With regard to the specific developments ordered by the Client, DOKEOS may use their contents (lessons) to carry out specific developments for third parties.

 

13. Confidentiality and protection of personal data

 

DOKEOS undertakes to respect professional secrecy and to show dignity, probity and delicacy in the context of the assignments entrusted to it.

 

All personal data collected in connection with the provision of the services referred to in these general conditions will be processed in accordance with the law of 8 December 1992 on the protection of privacy with regard to the processing of personal data and, in particular, the General Data Protection Regulation (Regulation 2016/679, the “GDPR”).

 

If you would like to read Dokeos Privacy Policy Charter, click here

 

This data will only be kept for specific actions related to the tasks entrusted to DOKEOS and will never be disclosed to third parties for marketing purposes.

 

The Client has the option to:

 

– oppose, upon request and free of charge, the processing of his personal data for direct marketing purposes;

 

– access, free of charge, the data concerning him/her kept by the Service Provider and request the rectification of incomplete, inaccurate or irrelevant data;

 

– oppose, for serious and legitimate reasons, the processing of the data retained;

 

– request the deletion of the personal data provided.

 

Any request in this regard must be sent in writing to the head office of the company Rue Provinciale, 264, 1301 Bierges, or by e-mail to the following e-mail address:
privacy@dokeos.com

 

DOKEOS may disclose personal data to third parties at the request of any authority legally empowered to request it. DOKEOS may also disclose it if such disclosure is necessary in good faith to comply with laws and regulations, to protect or defend its rights or property.

 

14. Litigation

 

Complaints relating to the services ordered must be made within eight (8) working days (date as postmarked) depending on the execution and this by registered mail to the headquarters of DOKEOS, under penalty of inadmissibility.

 

Complaints regarding invoices must also be submitted in writing to the head office of DOKEOS within eight (8) days of receipt of the invoice (date of postmark shall be considered as proof), under penalty of inadmissibility.

 

15. Arbitration clause

 

The parties agree that any disagreement or dispute relating to these Terms and Conditions or arising from their interpretation or application shall be subject to mediation.

 

To this end, the parties agree to attend at least one mediation session by sending a person with decision-making authority.

 

The mediator shall be selected by the parties in the judicial district of their choice.

 

16. Competent court and applicable law

 

The purchase agreement and these general terms and conditions are governed by Belgian law.

 

Any dispute relating to the establishment, execution or interpretation of these general terms and conditions of sale which cannot be resolved amicably shall be subject to the exclusive jurisdiction of the courts of the judicial district of Brabant Wallon.

DOKEOS SPRL

HEAD OFFICE: Rue Provinciale, 264, 1301 Bierges

B.C.E. 0862.938.031

Phone number: +33 1 76 41 01 96

E-mail: nicolas@dokeos.com

© Business Assistance SPRL, 2018, All Rights reserved