1. APPLICATION
These terms and conditions govern all services performed by or under the auspices of KamelionWorldTM. KamelionWorldTM operates through exclusive licensee InVice sprl. The client is supposed to have acquainted himself with all clauses, to have accepted them to the exclusion of any other contractual terms and conditions, unless specifically agreed by KamelionWorldTM.
2. FEES AND FORMATION OF CONTRACT
2.1. The fees for KamelionWorldTM services and estimates of out-of-pocket expenses quoted for such services (exclusive of any VAT, if applicable) as set out in the offer will remain valid for a period of three months from the date of the offer unless otherwise specified therein.
2.2. Offers are non-binding until confirmed between KamelionWorldTM and the client in writing, with such modifications if any as may be agreed between the parties. In agreeing to a KamelionWorldTM programme, the client may rely only on the terms of the programme. Any representations in any KamelionWorldTM sales literature, programme brochures or other promotional material are demonstrative only and do not constitute part of any contract between KamelionWorldTM and the client.
2.3. Fees include all time spent on the KamelionWorldTM programmes, whether at KamelionWorldTM premises, the client’s premises or elsewhere.
2.4. If a KamelionWorldTM programme is delivered in stages and the client completes only the first or more stages but not all the stages, then the client shall be entitled to complete further stages on written agreement with KamelionWorldTM within a period of three months of the completion of the last stage. In the event of the client not completing all stages within this period then the opportunity to complete further stages shall end and KamelionWorldTM shall be under no obligation to carry out the remainder of the KamelionWorldTM programme.
3. INVOICING & PAYMENT
3.1. KamelionWorldTM will invoice the client during the month of delivery for the amounts corresponding to fees. All other costs and expenses incurred will be invoiced following delivery, unless otherwise specified by written agreement.
3.2. Payment of invoices (which will include VAT, if applicable) is due within 30 days of the invoice date. Payment of all amounts due shall be made in full by cheque or bank transfer, with any bank transfer costs to be paid by the client. KamelionWorldTM reserves the right to charge a fixed amount of 1% per month on outstanding amounts as of the first day due. Interest shall continue to accrue notwithstanding termination of this agreement for any reason.
3.3. Notification of any objection to an invoice must be sent to KamelionWorldTM by registered post within 15 working days after receiving the said invoice.
4. CANCELLATION & POSTPONEMENT
4.1. Cancellation or postponement by the client of a programme or service will become effective upon KamelionWorldTM‘s receipt of written notification, whereupon the following cancellation or postponement charges will be due. At any time, all costs or third party fees related to the programme and made at the time of the cancellation or postponement will be invoiced to the client.
4.2. If a service to be delivered by KamelionWorldTM on a specific date (for instance: a briefing session, a workshop, etc.) and if this service is cancelled by the client between 50 and 20 working days prior to delivery, 25% of the cost/fee will be due by the client. This cancellation fee will be reduced to 0% if the client postpones the service to be delivered during the same period of time. In this case, however, the new date must be fixed within a period of three months, and only once postponement will be accepted.
4.3. If a service to be delivered by KamelionWorldTM on a specific date and if this service is cancelled by the client between 20 and 7 working days prior to delivery, 50% of the cost/fee will be due by the client. This cancellation fee will be reduced to 35% if the client postpones the service to be delivered during the same period of time. In this case, however, the new date must be fixed within a period of three months, and only once postponement will be accepted.
4.4. If a service to be delivered by KamelionWorldTM on a specific date and if this service is cancelled by the client less than 7 working days prior to delivery, 100% of the cost/fee will be due by the client. This cancellation fee will be reduced to 80% if the client postpones the service to be delivered during the same period of time. In this case, however, the new date must be fixed within a period of three months, and only once postponement will be accepted.
5. POACHING
The client, including its parents and subsidiaries, at all times shall respect the working relationships between KamelionWorldTM, its trainers and consultants, and staff and shall not during the provision of any services by KamelionWorld or for any 12 month period thereafter solicit for any work or employment or offer work or employment to any KamelionWorldTM trainer, consultant or staff other than on prior notice to and with the express written consent of KamelionWorldTM. During the same period, KamelionWorldTM shall not solicit for employment or any work any employee of the client.
6. CLIENT RESPONSIBILITIES
6.1. Clients, unless otherwise agreed with KamelionWorldTM in advance, shall solely be responsible for deciding any programme or service offered by KamelionWorldTM is suitable for the purposes intended and should inform themselves in advance of all service details, criteria and requirements.
6.2. Clients shall make arrangements at their own expense for all venues and facilities, which are appropriate and reasonably satisfactory to KamelionWorldTM. Quality venue should be comfortable in terms of ample space, seating, heating and air-conditioning and have natural light. State-of-the-art audio visual and training equipment should be provided.
6.3. Clients shall be responsible at all times for the safety, security and all other relevant requirements for the venue(s), including any insurances required for the facilities, and all participants, including the KamelionWorldTM trainers or consultants.
6.4. As KamelionWorldTM programmes and services depend on the effective co-operation of the client’s staff and the accuracy of the information provided to KamelionWorldTM, the client will provide KamelionWorldTM with all necessary support, data and information relevant to the programme and services.
6.5. Clients shall supply at their own expense (i) adequate refreshment for all participants including the KamelionWorldTM trainers or consultants and (ii) all lodging and meals for the KamelionWorldTM trainers or consultants if applicable unless otherwise agreed with respect to the programme or services.
6.6. Clients shall provide KamelionWorldTM in advance with relevant information on all participants in the programmes as may be required by KamelionWorldTM for organizational purposes, with the client maintaining sole and complete responsibility for any personal data under any relevant or applicable data protection laws. Clients shall also assist KamelionWorldTM in presenting the activities of KamelionWorldTM as KamelionWorldTM-branded events, organized and delivered. The KamelionWorldTM logo and brand will visibly and extensively be displayed.
6.7. If the venue is at the client premises, the client is responsible for the dispatch of materials received from KamelionWorldTM to the training room(s) and for room setup in accordance with our requirements. Special agreements may, however, be needed when the programme is taking place in a third-party facility (hotel etc).
7. KAMELIONWORLD TM TRAINERS, CONSULTANTS AND STAFF
KamelionWorldTM has the right to substitute or change trainers, consultants or staff for any programme without notice prior to or during the course of any programme for any reason.
8. WARRANTIES/ DISCLAIMER
8.1. KamelionWorldTM is responsible only for delivering programmes and services subject to these terms and conditions, and disclaims any warranty, express or implied, with respect to the suitability, results or effect of the programmes delivered.
8.2. No part of any KamelionWorldTM programme may be considered to be the provision of professional advice, which may be relied on by any particular participant (such as, without limitation, investment, legal, accounting or financial advice).
9. LIMITATION OF LIABILITY
9.1. KamelionWorldTM’s liability for failure to deliver contracted services is strictly limited to the amount of fees paid to KamelionWorldTM in connection with such services, which the client by contracting for the services agrees in a reasonable limitation in view of the nature of the services rendered. KamelionWorldTM is not liable to pay any compensation if, for reasons beyond our reasonable control, it is impossible for us to assure all or part of the services foreseen (see also item 13).
9.2. Liability for any recommendation or advice of any kind in any programme materials, reports, or any learning materials provided to the client by KamelionWorld TM is strictly excluded.
9.3. All other liabilities, arising from or in connection with any programme or its delivery, whether in contract, tort or otherwise, including for loss or profits, or for any incidental, consequential or special or indirect loss or damage, are expressly excluded to the maximum extent permitted by applicable law.
10. CONFIDENTIALITY
KamelionWorldTM shall keep confidential for one year from the date of supply all information supplied by the client which is designated as confidential in writing at the time of its supply but this duty shall not apply to any information already known to KamelionWorldTM prior to its disclosure by the client, which is lawfully received by KamelionWorldTM from a third party, or is already published at the date of such disclosure or subsequently, through no fault of KamelionWorld TM’.
11. INDEMNITY
The client shall indemnify KamelionWorldTM, its affiliates, subsidiaries and officers, directors, employees, trainers and consultants from any and against all damages and costs arising from:
- any claim made for any kind of infringement or injury arising from any material or other information supplied by the client to KamelionWorld TM in connection with the programme and services or
- any claim arising from misuse/use of material or information supplied by the client to KamelionWorldTM in connection with the programme and services.
12. COPYRIGHTS AND INTELLECTUAL PROPERTY
12.1. All intellectual property associated with KamelionWorldTM and its programmes or services remain the exclusive property of KamelionWorldTM unless otherwise specified and agreed with KamelionWorldTM before the commencement of the programme. Intellectual property includes but is not limited to all methodologies, know-how, training materials, information, articles, data, programmes, tests, web sites and web site content and other documentation originated or authored by KamelionWorldTM, its trainers and consultants or by KamelionWorldTM employees or agents and/or used by KamelionWorld TM in its programmes and services.
12.2. All materials generated by KamelionWorldTM for use by clients may be used only for authorized purposes connected to the programme and services, and shall not be reproduced, distributed, licensed, assigned or exploited for any other purpose without the express written authorization of KamelionWorldTM. Any useful concepts, methods, procedures, processes and improvements of any nature, made or conceived during the delivery of any programmes or services in relation to the intellectual property shall remain the sole property of the party these have been developed for. In other words, what belongs to KamelionWorldTM stays with KamelionWorldTM; what belongs to the client stays with the client; what is specifically designed for client belongs to him.
13. FORCE MAJEURE
If KamelionWorldTM is prevented from delivering a programme or service due to a force majeure, KamelionWorldTM at its option may suspend or cancel the agreement in question and refund any payments or pro rata portion thereof, or may reschedule the service on agreement with the client. Circumstances of this nature include but are not limited to: strikes, labour unrest, actions or inaction by public authorities, serious transport disruptions including breakdowns, driving bans or fuel shortages, natural catastrophes, health epidemics, quarantines, civil unrest, acts of terrorism or other acts of violence or war.
14. GOVERNING LAW
14.1. The agreements for delivery of KamelionWorldTM programmes and services are governed by Belgian law unless otherwise agreed in writing with KamelionWorldTM.
14.2. All client complaints should be brought immediately to the attention of KamelionWorldTM for resolution during the course of any programme or service, and if unresolved, to the attention of the Managing Director of KamelionWorldTM. Complaints initiated after the conclusion of any programme must be brought to the attention of the Managing Director of KamelionWorldTM within 15 days of the conclusion of any programme or service or shall be considered waived.
14.3. If the dispute is then not resolved amicably, any litigation will be dealt solely by the Courts of the judicial district of Verviers (Belgium) in the jurisdiction of the Court of Liège (Belgium).