Terms of Service

Definitions

• Datalumina: Datalumina B.V., established in Assendelft, Chamber of Commerce no. 92026095.
• Customer: the party which Datalumina has entered into an agreement with.-
• Parties: Datalumina and customer together.
• Consumer: a customer who is an individual acting for private purposes.
• Programs: any paid training program that is offered by Datalumina

Applicability

• These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Datalumina.
  Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
  The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.

Prices

• All prices used by Datalumina are in euros, are inclusive of VAT, unless expressly stated otherwise or agreed otherwise.
• Datalumina is entitled to adjust all prices for its products or services on its website or otherwise, at any time.
• The parties agree on a total price for a service provided by Datalumina. This is always a fixed price, which cannot be deviated from.
• Datalumina has the right to adjust prices annually.
• Datalumina will communicate price adjustments to the customer prior to the moment the price increase becomes effective
• .The consumer has the right to terminate the contract with Datalumina if he does not agree with the price increase.

Payments and payment term

• The Customer must keep up the financial commitment to Datalumina based on the agreed-upon enrollment terms or payment plans.
• Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Datalumina having to send the customer a reminder or to put him in default.
• Datalumina reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.

Consequences of late payment

• If the customer does not pay within the agreed term, Datalumina is entitled to charge an interest of 2% per month for non-commercial transactions and an interest of 8% per month for commercial transactions from the day the customer is in default, whereby a part of a month is counted for a whole month.
• When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Datalumina.
• If the customer does not pay on time, Datalumina may suspend its obligations until the customer has met their payment obligation.
• In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of Datalumina on the customer are immediately due and payable.
• If the customer refuses to cooperate with the performance of the agreement by Datalumina, he is still obliged to pay the agreed price to Datalumina.

Right of recovery of goods

• As soon as the customer is in default, Datalumina is entitled to invoke the right of recovery with regard to the unpaid products delivered to the customer.
• Datalumina invokes the right of recovery by means of a written or electronic announcement.
• The costs for the collection or return of the products are at the expense of the customer.

Right of withdrawal

• Due to the digital nature and confidentiality of our Programs, Datalumina does not offer any right of withdrawal after parties have entered into an agreement.

Settlement

• The customer waives their right to settle any debt to Datalumina with any claim on Datalumina.

Guarantee

• When parties have entered into an agreement with services included, these services only contain best- effort obligations for Datalumina, not obligations of results.

Performance of the agreement

• Datalumina executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
• Datalumina has the right to have the agreed services (partially) performed by third parties.
• The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer.

Duration of the service agreement

• The agreement between Datalumina and the customer is entered into for the duration of 1 year, unless it results otherwise from the nature of the agreement or if the parties have expressly agreed otherwise in writing.
• If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer must give Datalumina a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.

Intellectual property

• Datalumina retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.
• The customer may not copy or have copied the intellectual property rights without prior written permission from Datalumina, nor show them to third parties and / or make them available or use them in any other way.

Confidentiality

• The client keeps any information he receives (in whatever form) from Datalumina confidential.
• The same applies to all other information concerning Datalumina of which he knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to Datalumina.
• The customer takes all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 secret.
  The obligation of secrecy described in this article does not apply to information:
  - which was already made public before the customer heard this information or which later became public without being the result of a violation of the customer's duty to confidentiality
  - which is made public by the customer due to a legal obligation
• The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after the end thereof.

Penalties

• If the customer violates the articles of these general terms and conditions about secrecy or intellectual property, then he forfeits on behalf of Datalumina an immediately due and payable fine of € 10.000, for each violation and in addition, an amount of 5% of the aforementioned amount for each day that this violation continues.
• No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article.
• The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of Datalumina, including its right to claim compensation in addition to the fine.

Indemnity

• The customer indemnifies Datalumina against all third-party claims that are related to the products and/or services supplied by Datalumina.

Giving notice

• The customer must provide any notice of default to Datalumina in writing.
• It is the responsibility of the customer that a notice of default actually reaches Datalumina (in time).

Liability of Datalumina

• Datalumina will not be liable for any damages of any kind arising from the use of the Program, including but not limited to direct, indirect, incidental, punitive, and consequential damages.
• All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
• Datalumina makes no representations or warranties regarding the legal or financial aspects of starting a business, including but not limited to compliance with business or tax laws and regulations.
• The Customer is solely responsible for ensuring compliance with all applicable laws and regulations, and Datalumina will not be liable for any violations committed by the Customer.

Expiry period

• Every right of the customer to compensation from Datalumina shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 Dutch Civil Code.

Dissolution

• The customer has the right to dissolve the agreement if Datalumina imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
• If the fulfillment of the obligations by Datalumina is not permanent or temporarily impossible, dissolution can only take place after Datalumina is in default.
• Datalumina has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give Datalumina good grounds to fear that the customer will not be able to fulfill his obligations properly.
• Datalumina reserves the right to terminate the Customer’s access to the Programs at any time, without notice, for any violation of the Program's rules and guidelines, including but not limited to aggressive or inappropriate behavior. Datalumina wants to ensure a safe and productive learning environment for all participants, and any behavior that goes against that will not be tolerated

Force majeure

• In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Datalumina in the fulfillment of any obligation to the customer cannot be attributed to Datalumina in any situation independent of the will of Datalumina, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Datalumina.
• The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
• If a situation of force majeure arises as a result of which Datalumina cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Datalumina can comply with it.
• From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
• Datalumina does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

Modification of the agreement

• If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.
• Changes in the general terms and conditions
• Datalumina is entitled to amend or supplement these general terms and conditions.
• Changes of minor importance can be made at any time.
• Major changes in content will be discussed by Datalumina with the customer in advance as much as possible.
• Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

Transfer of rights

• The customer cannot transfer its rights deferring from an agreement with Datalumina to third parties without the prior written consent of Datalumina.
• This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.
• Consequences of nullity or annullability
• If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
  A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Datalumina had in mind when drafting the conditions on that issue.

Applicable law and competent court

• Dutch law is exclusively applicable to all agreements between the parties.
• The Dutch court in the district where Datalumina is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.

Acknowledgement

• By purchasing any of Datalumina’s Programs, you acknowledge that you have read and understood these terms of service and agree to be bound by them.