Valid as of June 5, 2025
1. Sphere of applicability
These general conditions (hereinafter referred to as “General Conditions”) shall be applicable to all quotations made by IT-OT Insider BV (hereinafter referred to as “IT-OT) to the Client and to all agreements between IT-OT and the Client, in so far they have not been deviated from in writing. These General Conditions shall take precedence over any conditions of the Client or any third party, even in those cases in which IT-OT has not expressly raised any objection thereto.
IT-OT shall not be bound by any quotations until they have been confirmed in writing. Technical information and product descriptions in the form of brochures, charts, illustrations, etc. are meant to give a general impression of IT-OT and are not binding.
2. Nature of the services
IT-OT provides consultancy and advisory services on a professional, diligent, and best-efforts basis. However, all recommendations, insights, and opinions shared by IT-OT —whether orally, in writing, or through any other means—are intended for informational purposes only. The Client acknowledges and agrees that IT-OT’s advice may not be suitable for all contexts, projects, or situations. IT-OT makes no representation or warranty, express or implied, as to the outcomes, profitability, feasibility, or success of any project that relies on its advice.
Any mention of third-party products, services, technologies, platforms, or providers during our engagements is made solely for informational purposes. Such references shall not be construed as endorsements, guarantees, or warranties of quality, performance, suitability, or compliance.
The Client remains solely responsible for evaluating the applicability of IT-OT’s advice to their specific situation and for conducting their own due diligence before acting on any of IT-OT’s suggestions or adopting any product, service, or strategy discussed.
3. Training sessions
IT-OT organises and delivers training sessions, either in the form of general (standardised) courses or customised programmes tailored to the Client’s specific needs.
A description of the training services to be provided, including dates, times, and location, is made available on IT-OT’s website or in the relevant quotation. IT-OT undertakes to deliver the training sessions on a best-efforts basis, in accordance with that information. Unless expressly agreed otherwise in writing, any changes to the location, date, time, or content of the training — including postponement or delay — shall not entitle the Client to any compensation, damages or penalties. IT-OT shall inform the Client of such changes within a reasonable timeframe.
Unless explicitly agreed otherwise in writing or stated in the quotation, the Client shall provide, at its own cost, all necessary course materials, devices, and equipment required for participants, as specified in advance by IT-OT.
If the training takes place at the Client’s premises, the Client shall ensure the availability of a suitable room and all technical or logistical facilities requested by IT-OT to enable proper delivery of the training sessions.
Course participants who attend at least 70 per cent of the course shall receive a certificate of attendance on request after the course in question. Course participants who, for any reason whatsoever, attend less than 70 per cent cannot obtain the certificate. The course is not reimbursed.
It is possible that during the course, course participants submit to the instructors problems they encounter during their work for the Client or use courses, documentation or material of IT-OT instructors for the Client’s company. In this case, the IT-OT instructors will help the course participants in good faith and answer them to the best of their abilities. However, the responsibility to apply the courses, tips and advice in practice lies with the Client at all times. IT-OT bears no responsibility whatsoever in relation to the Client, projects, etc. Without IT-OT’s prior written consent, the courses, advice and other services of IT-OT instructors may not be charged by the Client to its clients.
4. Online purchases
IT-OT offers certain training courses for sale through its online platform. The Client may purchase such training courses directly via IT-OT’s website or any other official online sales channel operated by IT-OT.
By purchasing a training course online, the Client agrees to be bound by the present General Conditions, which apply mutatis mutandis to all online training services, unless explicitly stated otherwise in the relevant course description or order confirmation.
All online training courses are intended exclusively for professional clients acting in a business or organisational capacity. These courses are not offered to consumers as defined under applicable consumer protection laws. Consumers who are interested in a training offer must contact IT-OT directly to explore tailored arrangements.
All sales of online training courses are final. No refunds will be issued, regardless of whether the Client accesses or completes the course.
Access to online training materials is personal, non-transferable, and subject to the usage restrictions and technical requirements specified by IT-OT at the time of purchase.
5. Delivery, acceptance and guarantee
Delivery of the product (including all services) shall take place at the moment it is made available and upon confirmation by IT-OT that the product is ready for use. In the event of problems concerning the product supplied (including all services), the Client must notify the fact to IT-OT by registered letter within eight days. No complaints received after this period will be accepted. Any concealed defects must be notified by registered letter immediately after the discovery thereof.
Save where expressly agreed otherwise in writing, delivery dates are given purely by way of approximation and will in no sense be binding. Delivery shall be at the Client’s risk. Save where expressly agreed otherwise, any shipping and/or insurance costs shall be for the account of the Client. In the event of the sale of goods, the goods supplied shall remain the property of IT-OT until payment in full of the principal, costs and interest.
6. Property rights
Consultancy: Unless expressly agreed otherwise in writing, all intellectual property rights in and to any materials, deliverables, documentation, software, reports, or other works created, provided, or made accessible by IT-OT in the course of its services shall remain the sole and exclusive property of IT-OT. No rights, title, or interest are transferred to the Client, except for a limited, non-exclusive, non-transferable right to use the deliverables strictly for internal purposes and in accordance with the agreed terms.
Training: At all times IT-OT remains the owner of all intellectual and other property rights to all its provided courses, presentations and software, also when they were specifically made for the Client or at the Client’s expense. They may not be multiplied and circulated inside or outside the Client’s company. IT-OT has the right to include examples, questions or work of course participants in its courses. In this case all intellectual rights, including but not limited to copyrights, are transferred to IT-OT or the instructor in question.
7. Liability
Although IT-OT provides its services, advice, documents and products to the best of its abilities and in accordance with the then current state of knowledge, IT-OT does not guarantee the correctness nor the completeness thereof and does not offer any guarantees relating to the provided service or product, including the guarantee that the service or product is suitable for a specific purpose.
IT-OT shall work with professional instructors for the courses, but does not guarantee there are no errors or mistakes in the trainings and courses or that incorrect information may be circulated. The trainings and courses are not meant to be applied professionally directly but to raise the general level of the course participant.
Under no circumstances shall IT-OT be liable for any loss or damage connected with the use of the service or product or the information or documentation connected therewith, nor for any other loss or damage which is not a direct and immediate consequence of a fault on the part of IT-OT, such as, but not limited to, loss of income, claims by third parties, loss of data, damage or defects caused by material or information furnished by the Client or third parties.
Under no circumstances will IT-OT be liable for any shortcomings in the equipment in which the product has been installed on the instructions of the Client.
IT-OT’s liability in relation to direct loss or damage shall be limited to redress in kind. Under no circumstances will IT-OT be liable, whether to the Client or to any third parties, for more than half the amount paid by the Client for the product or service supplied, which product or service was responsible for the loss or damage. The Client shall indemnify IT-OT against all costs, including lawyers’ fees, compensations, damage, claims, publications and procedures following claims of third parties regarding actions of the Client.
8. Non hiring
From the date of commencement of the collaboration to 24 months following termination thereof, the Client shall not directly or indirectly hire IT-OT personnel or engage it on any other basis whatsoever or try to do so. In the context of this article, the term “personnel” refers to all personnel or other people such as “freelancers” and subcontractors made available by IT-OT.
When the Client violates this article, he shall be obliged to compensate the damage IT-OT suffers as a result of this. This compensation shall be to the amount of 75,000€, without prejudice to IT-OT’s right to prove higher damages.
9. Payment
VAT is not included in the prices quoted by IT-OT. Payment of invoices must be made to IT-OT’s account number, expenses being for the account of the Client, within 30 days of the invoice date.
In the event of non-payment within 15 days of the due date, the invoice amount shall, as of right and without the need for any prior formal notice of default, be increased with a delayed interest at the rate of 12 per cent per annum from the due date until the date of payment in full without prejudice to IT-OT’s right to invoke article 5 of the Belgian Act of 2 August 2002 concerning arrears in payment in commercial transactions.
In the event of non-payment, the invoice amount shall, likewise as of right and without the need for any formal notice of default, be increased by 10 per cent by way of indemnification, and by a minimum of 125 euros without prejudice to all other rights IT-OT may assert
In the event of non-payment IT-OT shall also be entitled, as of right and without the need for any formal notice of default, to suspend all further deliveries to the Client and/or to declare all current agreements to be lawfully dissolved, without prejudice. The non-payment on the due date of one single invoice makes the owed balance of all the other invoices, even of the non-expired invoices, immediately due and payable by operation of law and all granted discounts are terminated.
10. Force majeure
In the event of force majeure, e.g. a congestion, whether wholly or in part, of the communications equipment, telecommunications problems, IT-OT staff sickness, stoppage of operations, or the paralysis of, or hindrance to, their systems, whether wholly or in part, caused by hackers or viruses, or any shortcoming on the part of IT-OT’s suppliers, IT-OT will in all cases be entitled either to suspend its obligations for as long as the force majeure situation persists, or, in the event that such situation lasts for more than six months, to dissolve the agreement as of right and IT-OT shall not in either case be obliged to pay damages.
11. Privacy
IT-OT shall handle and process all personal data received in the course of the collaboration with due care and in accordance with applicable data protection legislation, including the General Data Protection Regulation (GDPR), and as further detailed in IT-OT’s Privacy Policy, available at https://itotinsider.com/privacy.
In the context of training services, the Client agrees to comply with IT-OT’s Privacy Policy and to ensure that all training participants are informed of and adhere to its terms. The Client shall obtain any necessary consents or authorisations from participants for the lawful sharing and processing of their personal data by IT-OT.
12. Confidentiality
IT-OT undertakes to treat as strictly confidential all non-public, proprietary, or sensitive information disclosed by the Client, in any form, in the context of their cooperation (“Confidential Information”). Such information may include, without limitation, technical data, business processes, customer or partner information, strategies, project documentation, and any other materials which are explicitly marked as confidential or would reasonably be understood to be confidential by their nature or content.
IT-OT shall: (i) use the Confidential Information solely for the purpose of delivering its services to the Client; (ii) not disclose any Confidential Information to third parties without the Client’s prior written consent, except to employees, subcontractors, or advisers who are bound by equivalent confidentiality obligations; (iii) take all reasonable steps to prevent unauthorised access, disclosure, or misuse of such Confidential Information. These obligations shall survive the termination of the collaboration and remain in force for a period of five years, unless agreed otherwise in writing.
13. Jurisdiction and Applicable Law
These General Conditions and all agreements between the Parties are governed exclusively and irrevocably by Belgian law, to the exclusion of any other legal system, including through any choice of law clause that may be contained in other documents, contracts, or terms and conditions.
The Courts of Antwerp, Belgium, shall have exclusive jurisdiction to settle any disputes arising from or in connection with this agreement. IT-OT reserves the right, at its sole discretion, to initiate proceedings before the courts of the Client’s registered office or any other competent jurisdiction.