TERMS AND CONDITIONS

1. Scope

When these general terms and conditions refer to “Titeca,” “we,” “us,” or “our,” they refer to Titeca NV, with registered office at 8800 Roeselare, Koestraat 175B bus 2.2. and with company number RPR Ghent, Kortrijk division 0882.371.584 and/or Titeca Pro Experts NV, with registered office at 8800 Roeselare, Heirweg 198, and company number RPR Ghent, Kortrijk division 0479.203.358, as well as any company affiliated with them in accordance with Article 1:20 of the Belgian Companies and Associations Code. 

These general conditions apply to all professional relationships between Titeca and the client.  

However, if the client wishes to avail himself of Titeca's services related to education, seminars, training, coaching, events and similar activities, the special terms and conditions, contained in Title II below, apply. 

 In case of doubt about the scope and nature of the services provided by Titeca, the general terms and conditions will apply. 

 Any deviations must be expressly accepted in writing by both parties. 

 If the event of any contradictions between the contents of the present general terms and conditions and the order letter, the order letter shall take precedence. 

 Pursuant to common law principles, Titeca can only be held liable for orders which have demonstrably been accepted by Titeca. 

2. Conclusion of the agreement

Unless otherwise stipulated in the engagement letter, the agreement is established and commences when the engagement letter signed by the client is received by Titeca and co-signed by it.   

If Titeca has not yet received the assignment letter signed by the client, all professional relations between the parties shall in any case be governed by these general terms and conditions and the assignment letter, from the moment and insofar as these contractual documents have been transmitted to the client, either by letter, fax, electronic mail or in person by hand delivery against receipt. 

3. Term and cancellation of the agreement

3.1 Recurring orders

3.1.1 Definition

Below “recurrent contract” shall mean a contract consisting of successive performances of the same nature to be performed by certain deadlines known in advance. 

3.1.2. Term and termination of the agreement

Agreements for recurring assignments are deemed, unless proven otherwise, to have been entered into for an indefinite period, whereby both parties may terminate the agreement at any time subject to notice by registered letter and subject to observance of a notice period of 1 month. 

 A separate contract may be concluded for services rendered after the termination of the contract, but relating to the period during which the contract was still in effect. Unless the Parties decide otherwise, the termination of the contract, even if a notice period is observed, shall result in the immediate cessation of Titeca's services for the preparation of financial statements for the fiscal year preceding the termination date. 

3.2 Non-recurring orders

3.2.1 Definition

Contracts not covered by the definition provided in Section 3.1.1. be if notrecurrent assignments considered. 

3.2.2 Term and termination of the agreement

Agreements for non-recurrent assignments become, subject to evidence to the contrary, shall be deemed to have been concluded for a definite term and shall end by the execution of the order or by delivery of the agreed performance. In application of article 1794 B.C., and if necessary, in deviation from article 2004 old B.W., the client has the right to terminate such assignment early, subject to payment to Titeca of costs and fees corresponding to the already work performed, to be increased by additional compensation equal to 30% of the fee with respect to the portion of the assignment not to be performed or performed. 

3.3 Post-termination provisions

After the termination of the agreement, unless otherwise agreed between the parties, all books and records belonging to the client shall be made available to the client or his authorized representative against receipt. 

Titeca has the right to charge any administrative expenses related to returning these books and documents. 

4. Immediate termination for specific reasons 

4.1. 

In all cases, Titeca may terminate the agreement at any time, without notice and without compensation, if there are reasons that make the continuation of professional cooperation impossible, such as:

• circumstances jeopardising Titeca’s independence;
• circumstances preventing the order from being executed in accordance with professional and deontological standards;
• the client falling short on their own commitments as described in the present general terms and conditions (article 6.2.) and in the order letter;
• judicial reorganisation, dissolution or insolvency of the client;
• changes in the client's risk profile;
• failure by the client to pay (in time) any amount due.

Titeca shall inform the client by registered letter of the reasons that justify immediate termination of the agreement. 

 Depending on the circumstances, Titeca may opt to send the client a warning or a reminder first. 

 If the agreement is terminated, Titeca shall inform the client of any urgent and necessary legal actions that need to be taken to safeguard their rights and have been entrusted to Titeca. 

4.2. 

In case of bankruptcy of the client, the agreement is dissolved automatically.

4.3. 

The client may terminate the contract at any time, without compliance with a notice period and without payment of compensation, if Titeca manifestly fails to perform its own commitments, as defined in these general terms and conditions (point 6.1.) and, where applicable, in the assignment letter. 

The client shall in any case serve notice upon Titeca before actually terminating the agreement. 

4.4. 

Either party may terminate the agreement, with written and registered notice and with immediate effect, if another party is unable to pay its debts or has appointed a provisional or judicial administrator or liquidator.

5. Suspension of performance of commitments

In case of non-performance or of incorrect or late performance by the client of their commitments, e.g. in case of non-payment of fees or advances in accordance with article 7 below, Titeca is entitled to suspend or postpone the performance of their commitments until the client has met their commitments. 

Titeca shall inform the client of this by registered post. 

If, after the commencement of the suspension or postponement of execution, legal actions must be taken urgently and necessary to safeguard the client's rights, and for which Titeca had been commissioned, it shall point this out to the client. 

All costs and charges arising from the suspension or postponement shall be borne by the client. Titeca shall in all circumstances be entitled to payment of fees and expenses relating to work already performed. 

6. Rights and obligations of the parties

6.1 Rights and obligations of Titeca

Titeca performs with due care the assignments entrusted to it in complete independence, pursuant to a resource commitment.  

Titeca has the obligation to observe all legal and regulatory terms provided that the client provides all necessary information and documents in time. If the client fails to do so in time, Titeca can under no circumstances be held liable for fines, surcharges and interests that may result from this failure. 

It ensures that the services performed are provided in accordance with the deontological and other professional standards of the Institute for Tax Advisors & Accountants, taking into account the relevant laws and regulations in force at the time of the execution of the contract. 

Titeca can under no circumstances be held liable for the consequences of possible later changes - possibly with retroactive effect - to these legal and regulatory provisions. 

In addition, Titeca cannot be held liable for the consequences of possible shortcomings, errors or violations that date back to before its intervention. 

The performance of the assignment is not - unless otherwise stipulated - specifically aimed at discovering possible fraud. 

Unless otherwise stipulated, Titeca is not obliged to verify the accuracy and completeness of the information transmitted to it by the client or its appointee(s), just as it is not obliged to verify the reliability of the deeds, contracts, inventories, invoices and supporting documents of any kind entrusted or submitted to it by the client as evidential documents or as documents to serve as such. 

Titeca is entitled to seek the support of any employees or experts of their choice and to have the orders resulting from the agreement carried out either in whole or in part by one or several appointees or experts. 

Pursuant to article 33 of the Belgian Act of 22 April 1999 concerning the accounting and tax professions, Titeca has taken out a civil professional liability insurance policy approved by the Council of the Belgian Institute of Accountants and Tax Consultants. 

Titeca as well as their authorised representatives and appointees have the obligation to observe professional secrecy pursuant to article 58 of the Belgian Act of 22 April 1999 concerning the accounting and tax professions and article 32 of the Royal Decree of 1 March 1998 laying down the rules of professional conduct of chartered accountants without prejudice to the application of legal and regulatory provisions to prevent the financial system from being used for money laundering and terrorist financing. 

6.2 Rights and obligations of the client

The client undertakes:

• Titeca to provide all documents, data and information necessary for the performance of the assignment, or which may affect the performance of the assignment, in a timely manner;
• To perform any works that may be entrusted to them on the basis of the order letter;
• To inform Titeca of any fact, event or development that may impact the execution of the order;
• At Titeca request, to provide written confirmation that all documents, information and explanation provided by the client are correct and complete;
• To check whether the documents and statements provided by Titeca meet their expectations and match the information provided by them, and to inform Titeca without delay if this is not the case.

If he does not do so, Titeca is exempt from liability for non-compliance with the deadlines imposed by the laws, regulations and agreement for the execution of the fiscal, social or other formalities that would fall under his assignment. 
 
In addition, the client must immediately notify Titeca of any change in its contact information, as well as any change within its beneficial owners. 
 
Finally, the Client undertakes to notify Titeca of any non-payment vis-à-vis any tax, social administration or any other creditor from the first exceeding of the due date. 

6.3 Non-poaching clause

Unless a prior written permission is obtained from Titeca, the client explicitly undertakes to refrain from directly or indirectly recruiting any employee or independent contractor of Titeca who is involved in the performance of the agreement or from having an employee or independent contractor of Titeca perform activities, either directly or indirectly (e.g. via a legal entity), that fall outside the scope of an agreement between the client and Titeca, during the entire term of the agreement as well as during a period of 3 years after its termination for any reason. 

Any violation of this prohibition will give rise to a single lump-sum compensation in the amount of EUR 50 000.00, this without prejudice to Titeca's right to ask for a higher compensation if this lump-sum compensation does not cover all damages. 

7. Fees

7.1 Determination of the costs and fees

Titeca’s costs and fees are calculated on the basis of the time spent by their partners, directors, employees and representatives or on a lump-sum basis in accordance with the required levels of competence and responsibility as determined in the order letter, of which the present general terms and conditions are an integral part. 

All costs and fees are payable in proportion to the works carried out on behalf of the client, even if the order has not yet been completed. 

Any direct costs contracted with third parties that are necessary for the execution of the order are not included in the fees and will be invoiced in addition to the fees. Titeca shall demonstrate the correctness of the costs charged to the client at the client's request. 

Fees and costs are calculated exclusive of taxes and levies. 

7.2 Terms and conditions of payment

Invoices and/or statements of fees are payable at the latest 30 calendar days after their date.

Late payment shall have the following legal effects without formal notice of default being required:

• interest in accordance with the provisions of article 5 of the Act of 2 August 2002 on combating late payment in commercial transactions;
• a conventional compensation, the amount of which is fixed at 10% of the unpaid amounts with a minimum of EUR 250.00.

 7.3 Advance payments

Titeca may request one or more advances. Where applicable, these advances are then deducted from the final statement of expenses and fees. 

Titeca reserves the right to postpone performance of the services until an invoiced advance payment has been paid by the client. 

7.4 Objection to the statement of costs and fees

All disputes of costs and fees must be formulated to Titeca by registered letter within 7 calendar days of receipt of the invoice, stating reasons. If no (timely) dispute reaches Titeca, it is assumed that the client agrees with the invoiced services and the invoice is deemed accepted. In this case, the claim is considered final. 

Unless proven otherwise, the invoice is deemed to have been received no later than 15 days after the invoice date.

7.5 E-invoicing 

Titeca sends invoices electronically via the Peppol network in accordance with EN 16932, and this in application of the Law of February 6, 2024 amending the W.V.A.T. and the WIB 1992 regarding the introduction of the obligation of electronic invoicing. The Customer undertakes to receive and process these invoices in that format. The Customer also undertakes, with respect to his or her own clients and suppliers, to send and receive invoices exclusively via the Peppol network. 

Under no circumstances shall Titeca be held liable for any direct or indirect damages, fines, costs or losses arising from violations of the aforementioned legislation. It is the sole responsibility of the Customer to comply with its applicable electronic invoicing obligations. Failure to do so may affect the validity, processing or payment of invoices, for which Titeca accepts no liability whatsoever. 

While Peppol reduces the likelihood of errors and fraud, it does not provide an absolute guarantee. Customer remains responsible for internal controls, including verification of vendor data, Peppol IDs and approval procedures. 

If the customer's Peppol Access Point needs to be changed or deactivated for any reason (e.g., in the case of a change of accountant), the customer should make a request to Titeca to that effect without delay. Thereafter, Titeca will take the necessary measures within a reasonable period of time.  

Under no circumstances can Titeca be held liable for any adverse consequences on the part of the customer if the customer has not requested deactivation or removal of the Peppol Access Point from Titeca or has not done so in a timely manner. 

8. Liability

Titeca can only be held liable in case of evidence of serious fault, gross negligence, intent or non-compliance with a commitment which represents one of the most important elements of the order. Titeca can under no circumstances be held liable for changes in acts and other regulatory documents that take place after an order has been completed and have an impact on the correctness of the contents of the order carried out. 

TIteca processes accounts based on information and instructions provided by the Customer. Titeca makes no decisions regarding the acceptance or rejection of invoices, and does not perform any material assessment of the business legitimacy or admissibility of invoices. It does not accept any liability in this regard. 

Titeca’s liability is limited to repairing foreseeable, direct and personal damage, excluding any indirect or material damage, including but not limited to lost profits and losses and supplementary costs. Without prejudice to the orders referred to in article 17, fourth section, of the Act concerning the establishment of an Institute of Auditors and the organisation of public review on the profession of auditor, coordinated on 30 April 2007, full (contractual, extracontractual or other) liability for the execution of the order is limited to the amount(s) Titeca is entitled to under the professional liability insurance policy taken out by Titeca, including the deductible borne by Titeca in accordance with that insurance policy. 

If, for whatever reason, the liability insurer does not pay out, all liability shall be limited to three times the amount of the fees invoiced for the execution of the order. If it concerns a recurrent assignment, this coefficient shall be applied to the amount of the fees invoiced to the client during the twelve months preceding the event giving rise to the damage, or from the beginning of the execution of the assignment if this period is less than one year. 

These limitations shall also apply to all claims arising from the performance of the assignment, which would be directed against all persons, partners, directors and/or independent employees, who have the capacity of insured within the meaning of the relevant insurance contract, without prejudice to the provisions of the following paragraph of this article. With the exception of wilful misconduct or grave misconduct excluded from the coverage of the professional liability insurer as well as with the exception of special assignments reserved by law for auditors and certified public accountants, the legal provisions on extra-contractual liability for the damage caused by the non-performance of the assignment shall not apply between the parties. 

To the extent legally possible, liability other than that provided for in the agreement with the client is expressly excluded. Consequently, the client may not sue and/or involve Titeca's auxiliary persons (including directors, independent employees and workers) extra-contractually in disputes concerning the formation, execution, interpretation or termination of the agreement which the client has entered into with Titeca. The application of Article 6.3, §2 of the Civil Code is explicitly excluded, to the extent permitted by law. 

The limitations included in this article do not apply when the liability is the result of an error committed with fraudulent intent or with intent to harm. Consequently, this limitation expressly applies to any liability arising from any other fault for which Titeca, its partners, directors and/or independent employees would be liable. 

Should it appear that two or more claims arise from one and the same fault, they shall be considered as a single liability case and liability shall therefore be limited to the highest amount of the amounts applicable to the assignments or contracts in question. 

Except as otherwise provided by mandatory law, damages arising from (a) a loss of income, goodwill, business opportunity or anticipated savings or benefits, (b) the loss or corruption of data, or from (c) indirect loss or damage, shall in no event entitle you to indemnification. 

9. Anti-money laundering provisions and automatic and mandatory exchange of information in the field of reportable cross-border structures

Under national and European Anti-Money Laundering legislation, Titeca is obliged to identify its clients and their beneficial owners. In addition, under the national and European legislation on automatic and mandatory exchange of information in the field of the notifiable cross-border structures, Titeca is obliged to transmit to the competent authorities the information of which they are aware, in their possession and under their control regarding the structures covered by the application of this legislation. 

This means that Titeca will have to request certain information and documents from their clients, retain this information and these documents and/or consult suitable databases within this context. The client undertakes to provide Titeca with the requested information and to inform Titeca in time of any change regarding this information and these documents. 

10. Electronic data transmissions

During the provision of services, the parties may communicate with each other electronically, including through social media, such as Facebook, WhatsApp, Messenger, etc. However, it is impossible to guarantee that the electronic transmission of data can be completely secure, virus-free, or error-free, which could cause such transmissions of data to be intercepted, falsified, destroyed, transmitted, delayed, lost, or rendered unusable. The parties hereby acknowledge that no system or procedure can completely eliminate such risks. 

The parties hereby confirm that they accept those risks, validly permit the use of electronic communications, including through social media, and agree to use all available and appropriate means to detect the most widespread viruses before transmitting information electronically. Each party will be responsible for protecting its own systems and interests with respect to electronic communications, and no party will be held liable, regardless of manner or form, for any loss, error or omission, resulting from or related to the use of electronic communications between the parties. 

11. Force majeure

Titeca shall be released by operation of law and shall not be bound to fulfill any obligation to the client in the event of force majeure. Force majeure means the situation in which the performance of the contract by Titeca is prevented in whole or in part, temporarily or otherwise, by circumstances beyond the control of Titeca, even if this circumstance was foreseeable at the time of the formation of the contract. The following cases are considered force majeure in all cases: machine breakdown, strike or lockout, fire, riot, war, epidemic, flood, high absenteeism, electrical, computer, internet or telecommunications failures, government decisions or interventions (including refusal or cancellation of a permit or license), fuel shortages and errors or delays attributable to third parties. If Titeca invokes force majeure, it is not obliged to prove the unaccountable or unforeseeable nature of the circumstance constituting force majeure. In the event of force majeure, Titeca's obligations shall be suspended. In case the force majeure should last longer than two months, Titeca shall be entitled to dissolve the contract without court intervention, without Titeca being liable to pay any compensation to the client. 

12. Intellectual property rights

All intellectual property rights and derived rights remain the property of Titeca. These intellectual property rights are understood to mean: copyrights, trademark rights, drawing and design rights and/or any other (intellectual property) rights, including patentable and non-patentable technical and/or commercial knowhow, methods and concepts. 

The contents of the website, pictures, logos, drawings, images, data, product names, texts etc. are protected by copyright and other (intellectual) property rights and provisions. 

13. Processing of personal data (privacy)

13.1 Scope and purpose

In connection with and for the performance of the services under an agreement entered into by the client with Titeca, the client transfers personal data to Titeca and authorizes Titeca to process its personal data in accordance with the provisions of this agreement. 

‘Personal data’ means any information about an identified or identifiable natural person obtained by Titeca. An identifiable natural person is considered a natural person who can be directly or indirectly identified by means of an identifier such as a name, location data, an online identifier or one or more elements characterizing the physical, physiological, genetic, psychological, economic, cultural or social identity of that natural person. 

The personal data may be processed with the purpose of performing the services under the agreement, including the following purposes:

a) Personnel administration, customer management and administration, supplier management and administration;

b) Compliance with social security and tax laws and regulations;

c) Management of competencies and training;

d) Management of personal development and assessment of employees;

e) The keeping of the legally required accounts, including but not limited to the close of a company / one-man business; the filing of VAT returns; the preparation of sheets; the filing of income tax or real estate tax returns, the preparation of interim balance sheets; the consolidation of a group;

(f) Advice on legal, financial (excluding investment advice), tax or administrative matters;

g) Preparation of agreements, reports and publications;

(h) Assistance with fiscal audits;

(i) Ad hoc consulting on call;

j) Checking of solvency;

k) Internal analyses on the basis of accounting data with a view to the optimisation of the client’s operational management;

l) Any other category of purposes for the processing of personal data as agreed between the parties in the relevant agreement, the order letter or any other document attached to the agreement.

The information provided by the client is required to fulfil the order and to complete the invoicing process. 

Titeca will not process the personal data for any other purpose, except for different legal obligations or different written agreement of the client. Titeca undertakes, within the framework of the client's agreement, to process with care the personal data provided by the client. 

Any processing of personal data pursuant to the agreement between the client and Titeca will be done in accordance with all applicable data protection and processing legislation, in particular in accordance with EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 94/46/EC (“GDPR”) and with other laws deriving from this Regulation and/or any other Belgian or European legislation relating to the protection/processing of personal data or privacy. 

Titeca has no control, possession or ownership rights on the personal data provided. 

However, Titeca is not responsible for compliance with any laws and regulations that are applicable to the client or to the sector in which the client is active but are not generally applicable to Titeca in their capacity as service provider, unless explicitly agreed otherwise by the parties. 

13.2 Personal data

Any processing in accordance with the agreement shall be regarded as an instruction for the processing of personal data by Titeca.

The processing of personal data relates to personal data of existing and former clients, employees, contracting partners, agents and other collaborators of the client, as well as third parties designated as family or contacts by the above-mentioned persons, and includes the following personal data: 

a) General personal data, such as name, date of birth, photo, address, email address and telephone number(s), national register number, access verification data, such as user names and passwords, etc.

Composition of the family and civil status, information about relatives etc.

b) Financial data, such as remunerated mandates, payment data, inclusive of account number (IBAN),

c) Any other category of personal data agreed between the parties in the relevant agreement.

13.3 Transfer of personal data

Titeca shall not transfer any personal data to a third party except:

(1) when the client gives instructions or grants consent for that purpose;

(2) as described in the agreement;

(3) when required by law.

If the client gives Titeca instructions to transfer personal data to a third party, it is and remains the client’s responsibility to enter into written agreement with that third party to protect these personal data, and the client shall compensate, defend and indemnify Titeca against any and all losses resulting from such a transfer by Titeca to the third party, unless these losses can be attributed to proven shortcomings of Titeca. 

13.4 Rights of the data subject

The client has the right to modify or consult their personal information.

If possible Titeca shall provide assistance to the client in order to ensure that the client can meet their obligation to comply with requests from data subjects who exercise their rights. 

13.5 Erasure and return of personal data – retention periods

Upon termination of the agreement, Titeca will, without having to notify the client in advance, store all personal data on its systems (subject to delete or anonymize any backup archives) after the expiration of all relevant legislative and regulatory requirements regarding record keeping. If Titeca is required to retain data used to verify proper data processing in accordance with the order or data that must comply with relevant law and regulatory recordkeeping requirements, Titeca is authorized to retain such data in accordance with the respective retention periods after the termination or expiration of the agreement and Titeca will retain such data in a secure manner after the expiration of the recordkeeping requirements. 

13.6 Technical and organisational measures

Taking into account the state of the art, implementation costs and the nature, scope, context and purpose of processing personal data as well as with the risks to the rights and freedoms of natural persons associated with the processing, differing in probability and gravity, Titeca shall take appropriate technical and organizational measures to secure and keep secure the personal data being processed. 

13.7 Data leaks

Titeca shall inform the client as soon as possible of security breaches to be reported to the Belgian Data Protection Authority and/or the data subject(s). 

In case of a security breach, Titeca shall in any case provide the following information at the client’s request:

(a) the nature of the breach and of the personal data affected;

(b) the probable consequences of the data breach;

(c) the measures taken in this respect. If it is not possible for Titeca to provide this information immediately, they will do so progressively.

Titeca shall provide every required assistance for the provision of additional information to the supervisor(s) and/or the data subject(s) whenever necessary.

Titeca shall keep an overview of the facts and consequences of the security breach.

13.8 Responsibilities of the client

The client is responsible for the legitimacy of the processing of personal data within the context of the agreement with Titeca.

The client declares and guarantees that, when providing Titeca with personal data for processing:

- the relevant data subjects were adequately informed of their rights and obligations, in particular of the possibility that Titeca will process personal data on behalf of the client and in accordance with the client’s instructions;

- they complied with the applicable legislation on data protection and processing when collecting and providing these personal data;

- they will implement all reasonable measures to keep the personal data up to date in order to ensure that the data are not incomplete or incorrect with respect to the purposes for which they were collected. 

13.9 Confidentiality obligation

All data and information exchanged between the parties shall be regarded as confidential during the term of the agreement and shall not be disclosed to third parties, nor be used for any purpose other than the purpose agreed between the parties. 

The obligation described in the previous paragraph is not applicable to confidential information that: 

- was already publicly available at the time of the disclosure by the disclosing party or became publicly available afterwards without the intervention of the recipient;

- was already lawfully in the possession of the recipient at the time of the disclosure, as sufficiently demonstrated by the recipient; or

- is received on a non-confidential basis from third parties after the disclosure by the recipient.

Titeca represents and warrants that personnel acting under its authority and authorized to process personal data are committed to ensuring the security and confidentiality of personal data in accordance with the terms of the agreement with the client. To this end, Titeca will inform the personnel acting under its authority who have access to personal data of the applicable requirements. 

If a legal obligation requires Titeca to provide information, Titeca will verify the basis of the request and the identity of the requestor. Titeca will inform the client, prior to providing this information, unless prohibited by legal provisions. 

14. Applicable law and resolution of disputes

The interpretation and execution of the agreement are governed by Belgian law.

The courts of the legal district of West Flanders/Gent, division Kortrijk, shall have exclusive jurisdiction for disputes of any kind.

SPECIAL CONDITIONS

15. Scope

These special terms and conditions apply exclusively to any collaboration between Titeca and the client related to services offered by Titeca regarding education, training, coaching, seminars, events and similar activities (hereinafter also ‘Training(s)’ mentioned). 

Unless otherwise stated below in these special conditions, the provisions of the general conditions as set forth above are Title I, do not apply to these special conditions. 

In case of conflict between the application of the general conditions and the application of these special conditions, these special conditions shall prevail. 

Deviations from these special conditions must be expressly accepted in writing by both parties. 

16. Creation

Any registration for a Course must be done in writing or electronically. Registration by telephone is in principle not possible. An agreement between Titeca and the client regarding a Course shall only be established upon written or electronic confirmation of the client's enrollment by Titeca. 

Concurrently with or shortly after confirmation of enrollment, Titeca will transfer its invoice to the client.  

17. Payment terms

Invoices for Training must be paid no later than 14 calendar days from date of invoice.  

In the event the invoice date is less that 14 calendar days away from the date of commencement of the Training, then the invoice must be paid no later than before the commencement of the Training. 

Late payment shall have the following legal effects without formal notice of default being required: 

• interest in accordance with the provisions of article 5 of the Act of 2 August 2002 on combating late payment in commercial transactions;
• a conventional compensation, the amount of which is fixed at 10% of the unpaid amounts with a minimum of EUR 250.00.

Late and/or incomplete payment that was not rectified before the start of the Training will entitle Titeca to deny the client access to the Training.  

The provisions under section 7.5 of the General Terms and Conditions remain in full force and effect. 

18. Cancellation & Substitution.

18.1 Cancellation by the client.

Cancellation by the client of an enrollment in a Course is possible up to 14 calendar days before the start of the Course and will give rise to liquidated damages of 50% of the course enrollment fee. If cancelled thereafter by the client, the full price for the Training will remain due. 

A cancellation request must always be made in writing or electronically. 

18.2 Cancellation and modification of data by Titeca.

Titeca will always take all reasonable measures in order for the scheduled Training to take place. 

In case of unforeseen circumstances such as, among others :

• Failure to meet the predetermined minimum number of entries;
• Being unable to attend the speaker(s)/teachers presenting Training;
• etc.  

Titeca reserves the right to cancel the Training, or change the date/location of the Training.  

In case Of cancellation or change of date/location by Titeca it will already paid registration fees will be refunded in full to the client without which Titeca may have been held to any additional compensation. However, as far as a change of date/location by Titeca is concerned, only a right to reimbursement will exist if the client can demonstrate that the changed date or location makes it completely impossible for him/her to attend the Training.    

18.3 Substitution

A enrolled client may always be a different Have person participate in his/her place to the Training. In this case, the client will inform Titeca of the identity of the person who will replace the enrolled client no later than before the start of the Training. However, under no circumstances will the client have the right to resell or commercially trade his/her enrollment to a third party without the express consent of Titeca. 

19. Intellectual property rights

Documentation made available during the Training Courses is copyrighted and may may not, in whole or in part, be translated, adapted and/or reproduced, unless with prior consent of Titeca. 

20. Liability

Information and knowledge provided during a Course is always indicative and general in nature. Information and/or knowledge obtained during a Course can never be considered by a client as advice provided by Titeca. Titeca shall in no event be liable for any incorrect or incomplete information or knowledge provided during a Course.  

Titeca is not liable for damages caused by accidents before, during or after Training.  

21. Miscellaneous provisions

The articleand 8 to 14 of the above general conditions are mutatis mutandis applicable to these special conditions.