1. Object of the agreement

1.1. WebinarSolutions shall provide in an independent non-exclusive manner the products/services as described on the order form or in attachment.

1.2. WebinarSolutions will perform its work in its own offices and studios in Mechelen or Brussels unless otherwise agreed. If it is agreed to perform the work at another location, it should meet a number of requirements. These depend on the type of assignment and are described in a separate annex, see also 4.1. 

1.3. When ordering an on-site production or studio, all material is made available in perfect condition. During the period of the provision, Customer is responsible for its safekeeping, monitoring and maintenance. 

2. Implementation deadlines and times 

2.1. Parties agree on execution dates as described on order form or attached 

2.2. WebinarSolutions makes the following reservation regarding the specified execution times: 

Regarding 2.1 (1): WebinarSolutions is dependent on its suppliers for the timely delivery of the hardware, software and audiovisual material. For this reason, the delivery date is only indicative.   

Concerning 2.1 (2 and 3): If, due to illness or unforeseen absence of the performers of WebinarSolutions, the assignment cannot be performed on the agreed day(s), the parties will seek a nearby replacement date.   

2.3. Regarding the subscription, the parties further agree as follows: 

• Upon receipt of the fee due (as specified below in the agreement), WebinarSolutions will immediately initiate the process of creating the web space, obtaining the authorization code and login procedure that will allow him to access the server via the Internet.  

• At the end of the initially agreed period, the subscription is tacitly renewed for a period of one year each time under the same conditions. 
• If Customer wishes to terminate the subscription, it must notify WebinarSolutions by registered letter no later than three (3) months prior to the expiration of the current subscription period.  

3. Reimbursement  

3.1 The fee, excluding VAT, for the services of WebinarSolutions is described in the order form or attachment 

3.2 For own travel in the service of performance, WebinarSolutions will be entitled to a compensation per kilometer, currently € 0.5 per kilometer.   

3.3. The fee is due at subsequent times and will then be invoiced by WebinarSolutions: 

• For consulting, training and coaching: within 7 days of signing current agreement. 
• For the recordings and broadcast: an advance payment of 75% of the agreed price, including VAT, within 7 days of signing the agreement; the remaining amount within 15 days of issuing/publishing/first broadcast of the recordings. 

• For software licenses: the price must be paid in full before the start of the new subscription year and for the first year within 7 days of signing current agreement. 
• For annual packages: 1/12 of the price must be paid before the start of each month and the first month within 7 days of signing current agreement. 
• For the order of hardware and audiovisual material: 100% of the agreed price, incl. VAT, within 7 days of signing the agreement. 

3.4. If an invoice is not paid on time, interest shall be due ipso jure and without notice of default in accordance with the Law on combating late payment (02/08/2002) as well as an indemnity of 10% of the invoice amount to cover collection costs with a minimum of €125.  

3.5. WebinarSolutions expressly reserves the right to block access to the server and use of the license products if Customer has not paid the fees due in a timely manner. The outstanding invoice remains payable.
Reactivation after a blocking is performed by WebinarSolutions only after full payment of all amounts due. The cost of reactivation is 10% of the invoice amount, without prejudice to WebinarSolutions' right to higher compensation if it proves more damage. 

WebinarSolutions is entitled to adjust the subscription price and the reactivation fee annually on the anniversary of the start of the subscription to the consumer price index. As basic index figure is used the figure applicable the month before the subscription starts. The new index figure shall be the figure applicable the month before the anniversary of the start of the subscription.   

Webinar Solutions is also entitled to adjust the subscription price on an interim basis if its suppliers have adjusted the price. If Webinar Solutions uses this possibility, it will notify Customer at least four (4) months in advance. 

4. Requirements to be fulfilled by Customer  

4.1. WebinarSolutions reminds Customer that it must comply with the predetermined technical requirements in order for WebinarSolutions to properly perform its services.  

The following general requirements must be met at the recording location for a live stream: 

• a freely accessible Internet line, on wire (i.e., no wifi) and without firewalls. 
• a guaranteed and continuous upload speed of at least 8 mbps 
• authorization of outbound protocols: rtmp : tcp 1935, http(s): tcp 80 443, ssh, for emergency support: tcp 22 

To view the live stream, the following general requirements must be met by the viewer: 

• A computer or tablet with a large enough screen for optimal readability 
• a tablet or computer with sound card for good sound 
• wifi or internet with 3 mbps download speed per viewer/device  
• create login and password in advance and test at least 1 day before the live stream  

• Use a common browser such as Google Chrome, Firefox, Internet Explorer (Microsoft) or Safari (Apple) 

Specific procedural, substantive and technical requirements are further described on the order form or in separate attachment. Customer confirms that it (will) comply with these requirements. 

4.2. In case during the execution of the agreement it appears that Customer does not meet these requirements, WebinarSolutions has the right to suspend the execution of its commitments under this agreement for as long as it is in force. Customer is not entitled to any damages if WebinarSolutions uses this possibility to suspend its commitments. 

4.3. Customer also confirms that it has the permissions of the authors, speakers and others involved for the recording, reproduction and public communication of their contributions or images by WebinarSolutions. Customer also indemnifies WebinarSolutions against all third party claims against WebinarSolutions in this regard. Customer will fully indemnify WebinarSolutions if WebinarSolutions is sued on these grounds, regardless of whether the third party claims would be founded or not.   

5. Use of licensed products  

5.1. WebinarSolutions has obtained the necessary permissions from its suppliers of licensed components to offer its services and products. The suppliers' licensed products are protected by national and international laws and regulations regarding intellectual property rights such as copyright.   

5.2. Customer confirms that it will use these products and services in good faith and only as agreed in this Agreement. Customer is not permitted to sublicense, rent or hire-purchase the licenses or otherwise transfer or make them available to a third party in whole or in part. 

Customer indemnifies WebinarSolutions against all claims of its suppliers of licensed parts used in the license products if it would nevertheless use these parts differently than agreed. It shall fully indemnify WebinarSolutions for all possible (direct and indirect / current and future) damages if WebinarSolutions is sued on these grounds. 

5.3. Customer accepts that WebinarSolutions may unilaterally change and update the license products during the term of the subscription, in order to improve the service or due to a technical necessity. 

5.4. Customer also confirms that the consulting, training and coaching programs developed by WebinarSolutions are the exclusive property of WebinarSolutions. Thus, the programs may not be given by Customer or an associated performer, whether in edited or unedited form, without the express written consent of WebinarSolutions. 

6. Username and passwords. 

6.1. Customer is responsible for the confidentiality, security and appropriate use of all usernames and passwords received to access WebinarSolutions' service. Customer is assumed to take all necessary measures to ensure the confidentiality, security and appropriate use of its usernames and passwords. Customer must ensure that its usernames and passwords are not disclosed to others. 

6.2. Customer shall immediately notify WebinarSolutions if it has any reason to believe that a username or password has become known to someone who is not authorized to use it or that a username or password is or could be used in an unauthorized manner. Until such time, WebinarSolutions may assume that the use is authorized by Customer. 

6.3. Only Customer is responsible for the data added by it through the Licensed Products, both in form and content. 

7. Support and assistance 

7.1. WebinarSolutions has a helpdesk where Customer can address questions regarding the use of the license products. Customer can contact the helpdesk with two types of questions: (1) questions for support in using the license products and (2) questions to report errors/disruptions in the operation of the license products.  

7.2. The basic helpdesk can be reached by e-mail on working days from Monday to Friday during office hours from 09:00 - 17:00. No e-mails are read on legal holidays. An extension to this basic helpdesk is always customized and, if necessary, is described on the order form. 

7.3. WebinarSolutions may need to pass a query to another party. In this case, WebinarSolutions will keep Customer informed of the progress and ensure that the supplier resolves the disruption as soon as possible. 

7.4. In order for WebinarSolutions to perform the aforementioned support services to the best of its ability, Customer shall comply with the following conditions : 

• Authorized users must be sufficiently familiar with the use and operation of the licensing products. 
• Customer designates one permanent authorized user who is entitled to consult the help desk. 
• All reasonable directions from WebinarSolutions regarding the use of the Licensed Products shall be observed. 
• The report was made completely and correctly.
   

8. Cancellation or modification in the course of performance. 

8.1. If Customer cancels all or part of an agreed set of recordings before performance, Customer must nevertheless pay for the entire set at the agreed price. 

8.2. If due to circumstances independent of the will of Customer, an already scheduled recording or a scheduled consulting, training or coaching session cannot take place, Customer notifies WebinarSolutions as soon as possible, who in function of the availability or unavailability of its staff, can propose another date. In all cases, Customer remains liable to pay the agreed amount for the recording or session.  

9. Limitation of liability 

9.1. WebinarSolutions' studios in Mechelen and Brussels are equipped with professional equipment and optimized for good sound and picture. However, the webinar studio is not a television studio. Ambient noise and other factors may thus penetrate during the recording and be recorded and broadcast along with it. Customer accepts this.  

Recordings can be updated in post-production if desired at an additional cost to be agreed upon. 

9.2. WebinarSolutions will do its best to properly execute the agreement. However, this does not constitute an obligation of result. It is possible that the service or individual functions within the service, may be temporarily interrupted for necessary maintenance, changes, updates or emergency repairs or as a result of a failure or malfunction of the Internet service providers or of the equipment or due to the interruption of electricity. Customer accepts that such temporary disruptions in the Service or individual functions within the Service are possible and that WebinarSolutions cannot guarantee 100% availability and error-free operation of the Service.  

9.3. WebinarSolutions carefully selects the software and hardware providers as well as the providers of audiovisual material it relies on to provide its products and services. However, WebinarSolutions cannot be held liable for any damages suffered by Customer due to any fault of such provider or if any of these components ceases to function properly or their use is discontinued. In such case, WebinarSolutions undertakes to solve this problem as soon as possible.   

WebinarSolutions depends on its suppliers and manufacturers for software updates and modifications, warranty and maintenance of hardware and the audiovisual material. Intervention dates are for this reason only indicative. WebinarSolutions undertakes to inform Customer without delay of planned interventions.  

When purchasing audiovisual equipment and related products, the manufacturer's warranty terms and conditions apply. These can be checked in separate appendix. 

9.4. WebinarSolutions has the server in charge of the licensed products monitored by a third party in order for the server to work correctly. Customer accepts this and considers this availability measurement as representative. 

Customer notes and accepts that WebinarSolutions' system is not fault-tolerant, since there is no redundancy.   

9.5. WebinarSolutions has secured the server and data according to the generally applied security measures against unauthorized access, hardware errors and loss of data. Upon Customer's request, WebinarSolutions will provide further information about the security measures taken. 

9.6 Webinar Solutions shall not be liable for any slight and/or ordinary fault of it and/or its appointees and executors. Except in case of intentional or serious fault of WebinarSolutions, WebinarSolutions or its appointees and performers can thus not be held liable by the Customer for delays, service disruptions, interruptions, data loss, hacking, failure of hardware or audiovisual material, etc. 

9.7. WebinarSolutions can never be held liable by the Customer for the indirect damage inflicted on the Customer, such as a.o. lost working hours of the staff as a result of a cancelled event due to a defect, loss of profit, reputation damage,... The liability of WebinarSolutions is in any case limited to the price to be paid according to this agreement. 

10. Force Majeure 

10.1. Cases of force majeure, and more generally, all circumstances which prevent, reduce or still the execution of the agreement by WebinarSolutions, which cause an excessive aggravation of the fulfillment of the commitments made by him, relieve WebinarSolutions of any liability and allow him, as the case may be, either to shorten his commitments, or to break the agreement or to suspend the execution thereof, without being held to any compensation.

The following, among others, are considered as such: (civil) war, mobilization, riots, strike and lockout, machine breakdown, computer virus or bug, fire, water damage, supply difficulties in materials, internet connection and energy, and restrictions or prohibitions imposed by the government. 

11. Complaints 

11.1. Customer is assumed to view the recordings made and made available by WebinarSolutions. Under penalty of forfeiture of rights, the Customer must send any complaint or protest regarding a made available recording to WebinarSolutions by registered mail within 7 days of receipt. If WebinarSolutions does not receive a complaint within this period, it shall have the effect that the Customer has fully accepted the recording.  

If Customer already uses the recording or part of it, it also implies that he has accepted the entire recording.  

11.2. Under penalty of forfeiture, Customer must send any complaint or protest regarding WebinarSolutions' invoices to WebinarSolutions by registered mail no later than 15 days after receipt of the invoice.
If WebinarSolutions does not receive a complaint regarding the invoice within this 15-day period, the Customer is considered to have agreed to the invoice. 

12. Retention of title 

12.1. WebinarSolutions has the right to keep the hardware and audiovisual material until the full price has been paid. Customer only becomes the owner of these sold goods after the due sums have been paid in full.  

However, the risks that these goods may incur shall be borne by Customer as soon as they are made ready for collection. 

13. Varia 

13.1. Any dispute relating to the conclusion, validity, interpretation or execution of the agreement shall be governed by Belgian law. In case of disputes, only the courts of the seat of WebinarSolutions are competent. 

13.2. The nullity of one of the provisions of this agreement shall not affect the validity of the remaining provisions.