Terms and Conditions

APPLICABILITY AND ACCEPTANCE OF TERMS AND CONDITIONS

These general terms and conditions (the Terms and Conditions) shall apply to any agreement entered into between LISA MARIE VENTURES BV, a private limited liability company having its registered office at Molenbeekstraat (HEF) 16, 2801 Mechelen, Belgium and registered with the Belgian Crossroads Bank for Enterprises under company number 1006.452.204, acting under trade name Baila’mor (the Company) and any natural person or legal entity identified as customer (the Customer) (the Agreement). In the Terms and Conditions, the Company and the Customer may individually be referred to as a Party and jointly as the Parties.
The Company provides dance retreats in Latin America for the duration and in accordance with the specifications of the specific retreat as indicated on the website [C1] [LV2] : https://baila-mor.com/ (the Website) (the Services). The Services of the Company may include accommodation, transport, catering and leisure services.
Other terms and conditions (including those of the Customer) are not applicable and are expressly excluded. [C3] In the event of any conflict or inconsistency between the provisions of the Terms and Conditions and the provisions of any agreement with respect to the services as provided by the Company, the Terms and Conditions shall always prevail.
The Customer acknowledges that (i) he has been informed of these Terms and Conditions prior to the conclusion of the Agreement with the Company, (ii) these Terms and Conditions are clear and understandable and (iii) he has accepted all provisions thereof. These Terms and Conditions are accepted by the act of acceptance of a clickwrap agreement, i.e. the Customer clicking the box “I agree with the General Terms and Conditions of Baila’mor” before the provision of the completed Retreat Inscription Form / before the execution of the payment on the Website. [C4]
The Company reserves the right to amend the Terms and Conditions unilaterally and at any time upon notification of any such amendments or changes in writing (including without limitation by e-mail) to the Customer (the Notification) at least fifteen (15) days prior to the coming into force of such amendments or changes. In the event of this causes material changes to the Agreement, the Customer may terminate the Agreement within fifteen (15) days of such Notification (the Notice Period) by notifying the Company of such termination in writing. If the Customer does not notify the Company of such termination, the new terms shall become effective as of the date specified in the Notification.
The Notice Period shall not apply if the Company:

is subject to a legal or regulatory obligation to change the Terms and Conditions in a way that does not allow it to comply with the Notice Period; or

exceptionally needs to change the Terms and Conditions to address an unforeseen and imminent danger related to the protection of online intermediary services or customers against fraud, malware, spam, personal data breaches or other cybersecurity risks.[C5]

RETREAT INSCRIPTION FORM

In order to enter into an Agreement with the Company, the Customer shall select its choice from the available dance retreats with the related specifications and/or services on the Website and, through the Retreat Inscription Form (unless otherwise agreed upon between the parties) provide its:

full name;
date of birth;
valid address;
valid e-mail address;
valid telephone number;
preferred dancing style;
preferred type of room during the dance retreat;
interest in participation to extra activities; [C1] and
food allergies or dietary restrictions.

For the purposes of protecting the safety of its personnel and customers, the Company may verify the data and information provided to the Company, included but not limited to the data provided through the Retreat Inscription Form.
The Customer acknowledges that he/she is between twenty-five (25) and forty (40) years old and legally capable of entering into binding agreements. The Customer represents and warrants that his/her medical condition allows participation in the dance retreat and related services without any problems or risks for the Customer or other participants.
The Customer is solely responsible for the completeness, correctness, accuracy and veracity of the data and information provided to the Company, included but not limited to the data provided through the Retreat Inscription Form. Any information not provided by the Customer to the Company, but strictly necessary to perform the Services, are not part of the existing Agreement, and will be charged at the usual prices at the expense of the Customer (unless otherwise agreed between the Parties).

ORDER PROCESS AND CONCLUSION OF AGREEMENT

To place the order, the Customer shall (i) complete the Retreat Inscription Form as included on the Website, (ii) accept the Terms and Conditions (as set forth in article 1.5 of these Terms and Conditions) and (iii) pay the price for the chosen Services. All orders are subject to confirmation of availability and order price.
The Customer will receive an e-mail by the Company confirming the order and including the invoice. At this moment, the Agreement is concluded. If the order is not confirmed within fourteen (14) calendar days, the Agreement will not be concluded and the Customer will receive a refund of its payment related to such order.[C1]
Obvious mistakes or errors in the description of the Services, its specifications or pricing will not bind the Company. The Customer shall inform the Company of any doubt with respect hereto.
The Company reserves the right to refuse any order from a Customer with whom a dispute is pending or with whom a dispute has already arisen in the past.

SERVICES

The Services as provided by the Company are always a “best efforts obligation”.
The Company reserves the right to make changes to the performance of the Services if such changes are necessary to ensure proper performance of the Services, taken into account the availability, feasibility, location, number or specifications of the Services. The Company will inform the Customer of the changes in a timely manner.
The performance of the Services and the Agreement requires the full cooperation of the Customer. The Customer shall provide the necessary cooperation to enable the Company to fulfill its obligations under the Agreement.
Any additional services requested by the Customer which were not included in the Agreement between the Parties may be charged separately to the Customer.

SUBCONTRACTING

For the performance of the Services and the Agreement the Company reserves the right to involve subcontractors and/or third parties. To the extent possible, the prices of the subcontractors and/or third parties will be included in the Agreement.
The Customer acknowledges and agrees that the Company may be bound by the availability, offer and prices imposed and/or amended by these third parties. The Customer acknowledges and agrees that any requests for change by the Customer with respect to the Services offered by third parties is subject to the availability of such third parties.
If the Customer wishes to rely on a specific third party (such as for catering or accommodation) the Customer will inform the Company hereof. The Customer accepts that, in this case, the Company has the right to request the Customer to communicate with the relevant third party directly. Unless expressly agreed otherwise, the Company is not a party to any agreement concluded between the Customer and such third party and cannot incur any liability with respect hereto.

PAYMENT

When ordering Services on the Website, the Customer shall pay the price related to such Services, as indicated on the Website. [C1]
All prices are stated and payments shall be made in EUR, unless otherwise agreed upon between the Parties [C2] .
All prices under the Agreement are exclusive of VAT, sales tax, service tax or all other duties and/or taxes or similar charges.
All payment must be made to the bank account designated by the Company. Timely payment is of the essence.
If the Customer disputes (part of) an invoice, the Customer shall notify the Company within eight (8) calendar days of receipt of such invoice. This notification shall include the basis of the Customer’ dispute and the amount in question. Invoices (or any part thereof) not disputed within eight (8) calendar days shall be deemed accepted by the Customer.

NO RIGHT OF WITHDRAWAL

In accordance with article VI.45 11° of the Belgian Code of Economic Law (CEL), the Customer does not have a right of withdrawal or reflection period of fourteen (14) calendar days. The exception or article VI.53 12° WER applies since the Company provides services of covered by this article (such as transport, accommodation and leisure services) and the Agreement provides for a specific period of performance.
The Customer is not entitled to any reimbursement from the Company if the Customer cancels its order after conclusion of the Agreement as set forth in article 3.[C1]

INTELLECTUAL PROPERTY RIGHTS

The Company and its licensors shall at all times retain all titles, interests and rights, including but not limited to any Intellectual Property Rights, in and to the Website, the Services and all other products or services it delivers (including but not limited to the dance retreats, choreographies and any other services as provided by the Company). Intellectual Property Rights means any and all now known or hereafter existing (a) rights associated with works of authorship, including but not limited to copyrights, copyrightable works (including but not limited to mask work rights) and moral rights; (b) trademarks, trade dress, trade names, corporate names, logos or service mark rights; (c) trade secret rights and other confidential information (including but not limited to ideas, information, improvements, specifications, drawings, programmer notes, discoveries and proposals); (d) patents, patent disclosures, and inventions (whether patentable or not), know-how and industrial property rights; (e) layout, design rights, database sui generis right, and other proprietary rights of every kind whether registered or not, (f) computer software programs (including but not limited to source code and object code), data, databases and documentation thereof and (g) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
The Customer shall not use or compromise the Company’s Intellectual Property Rights in any way, unless upon prior written consent of the Company.
The Customer is solely responsible for the documents, data and information it provides to the Company. The Customer guarantees that all data (including but not limited to text, images, photographs and/or other (creative) elements) that it provides to the Company are owned by the Customer or the Customer has obtained all necessary rights and titles to use such data and provide it to the Company.

CONFIDENTIALITY

Both Parties shall maintain confidentiality over the Confidential Information of the other Party and treat such Confidential Information with the same degree of care and security as each Party treats its own Confidential Information, and, under no circumstances, less than a reasonable degree of care. Confidential Information means all information disclosed by or on behalf of a Party (the Disclosing Party) to the other Party (the Receiving Party), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation, any information, in whatever form, related to the products and/or the services, business and marketing plans, trade secrets, know-how, Intellectual Property, materials, technology and technical information, methods, processes, data, programs, research, development, business processes, customers and the terms of this Agreement (including without limitation pricing terms). Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third-party without breach of any obligation owed to the Disclosing Party.
Each Party shall use the other Party’s Confidential Information only for the performance of the Services and this Agreement and shall restrict disclosure of the other Party’s Confidential Information to its employees, directors, agents, or contractors who have a “need to know” for such Confidential Information for the performance of the Services or this Agreement and who have undertaken an obligation of confidentiality.
The Receiving Party agrees not to use any Confidential Information of the other Party as a basis upon which to develop or have a third party develop competing or similar products and/or services, unless explicitly agreed otherwise in writing between the Parties.
Upon the Disclosing Party’s written request and in any event, upon any termination of this Agreement, the Receiving Party shall, at the sole discretion of the Disclosing Party, either promptly return to the Disclosing Party or destroy all Confidential Information and related documents and all copies thereof.
The provisions of this Article 9 will survive any termination of the Agreement.

DATA PROTECTION

All personal data with respect to the Customer, provided by Customer to the Company shall be processed by Company in accordance with its privacy policy https://baila-mor.com/privacy-policy/.

PORTRAIT RIGHTS

During the performance of the Services (including but not limited to the dance retreat), the Company and any appointed third party may take photographs and (video and voice) recordings of the Customers. The Client expressly waives its portrait rights to such photographs and recordings. The Customer expressly agrees that the Company is entitled use such photographs and recordings freely, including but not limited for advertising or publicity purposes (such as on the Website and the Company’s social media).

LIABILITY

The Company provides the Services on an ‘as is’ basis and the Website on an ‘as is’ and ‘as available’ basis. The Company makes no representations or warranties of any kind, express or implied, as to the performance of the services and provision of the Website, or any content thereof and materials included therein. To the full extent permissible by applicable law, the Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. The Company does not warrant that the Website is free of viruses or other harmful components.
The Company does not represent and will not be responsible nor held liable, to the greatest extent permitted by applicable law, for the actions, errors or omissions of Lenders and Customers and in particular (a) the truthfulness, completeness or accuracy of any information provided by the Customer and (b) the compliance with the Terms and Conditions or any applicable laws by the Customer.
The Company excludes any and all liability (whether in contract, warranty, tort (including as a result of negligence, product liability or other theory) or otherwise) to the Customer or any third person for any indirect, punitive, incidental, special or consequential or other similar damages (including damages for loss of profit, revenue, business, contracts or clients, loss of or corruption of data, loss of goodwill, reputational damage, opportunity loss, loss of anticipated savings, and the cost of procuring replacement goods or services), even if the Company has been advised or notified of the possibility of such costs or damages.
The Customer agrees that the Company can only be held liable under this article 8 to the extent damages suffered by the Customer are directly and solely attributable to the Company. To the maximum extent permitted by law, the aggregate liability of the Company arising out of or related to the Agreement will not exceed the total amount paid by the Customer under the Agreement during the twelve (12) months immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation. Nothing in the Agreement shall limit or exclude the Company’s liability for (i) gross negligence, (ii) willful misconduct, or (iii) fraud.
The Customer shall fully indemnify, defend and hold harmless the Company from and against any and all claims, demands, actions, investigations, costs, liabilities, damages and losses in connection with its non-compliance of one or more obligations under the Terms and Conditions.

MISCELLANEOUS

ENTIRE AGREEMENT – The Agreement contains the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and replaces all prior agreements and understanding, whether written or oral, with respect to the same subject matter still in force between the Parties.
ASSIGNABILITY – Without prejudice to other provisions of the Agreement, the Customer will not assign nor transfer any of its rights or obligations under the Agreement, either in whole or in part, to any third party without the prior written consent of the Company. Any such assignment or transfer without the prior written consent of the Company will be deemed null and void.
SEVERABILITY – Whenever possible, the provisions of the Agreement will be interpreted so as to be valid and enforceable under the applicable law. However, if one or more provisions of the Agreement are found to be invalid, illegal or unenforceable (in whole or in part), the remainder of the provisions of the Agreement will not be affected and will continue in full force and effect as if the invalid, illegal or unenforceable provision(s) had never existed. Moreover, in this case, the Parties will amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision that embodies as closely as possible the purpose of the invalid, illegal or unenforceable provision(s).
FORCE MAJEURE – Neither Party will be liable for any failure to perform under this Agreement (except for the payment of any sums due hereunder) if such failure is due to causes beyond its reasonable control, such as but not limited to fire, flood, strikes, labour disputes or other industrial disturbances, (declared or undeclared) war, embargoes, blockades, cyberattacks, legal restrictions, riots, pandemics, epidemics, insurrections, governmental regulations (Force Majeure). For the Company Force Majeure additionally includes network or internet downtime or unavailability of means or transport for third party goods or services. If an event of Force Majeure occurs, the Parties shall immediately consult with one another in order to find an equitable solution and shall use all reasonable efforts to minimize the consequences of the occurrence. The performance of the Parties’ obligations under this Agreement shall be suspended for the duration of the delay caused by the event of Force Majeure and the period of performance shall be automatically extended, without any penalty, for an equal period. However, if a Force Majeure event persists for at least three (3) months and the Parties have been unable to reach an equitable solution, either Party can terminate the Agreement by registered mail to the other Party.[C1]
NO WAIVER – Any failure or delay by one Party in exercising any right under the Agreement, the exercise or partial exercise of any right under this Agreement, or any reaction or absence of reaction by a Party in the event of a breach by the other Party of one or more provisions of the Agreement will not operate or be construed as a waiver (either express or implied, in whole or in part) of its rights under this Agreement or under said provision(s) or preclude the further exercise of any such rights. Any waiver of a right must be express and in writing. If there has been an express written waiver by one Party following a specific failure by the other Party, this waiver cannot be invoked by the other Party in favour of either a new failure, similar to the prior one, or a failure of another nature.

APPLICABLE LAW AND JURISDICTION

For a period of thirty (30) days, the Parties will attempt in good faith to resolve promptly, through negotiation, any dispute arising out of or in connection with this Agreement. If the Parties are not able to resolve their dispute, they may at any time, without obligation and without prejudice to any other proceedings, seek to settle such dispute through third party mediation.
The present Agreement is governed by the laws of Belgium. Any dispute arising out of or in connection with this Agreement, that the Parties are unable to settle amicably, shall be finally settled by the competent courts of Antwerp, division Antwerp.[C1]
Consumers also have the possibility of recourse to alternative dispute resolution through the Consumer Ombudsman Service (North Gate II, Koning Albert II-laan 8, P-Box 1, 1000 Brussels, tel: 02 702 52 00, contact@consumentenombudsdienst.be, www.consumentenombudsdienst.be). Residents of a European country other than Belgium can rely on the European Commission’s online dispute resolution portal: https://ec.europa.eu/odr.