Article 1. Definitions
1.1. In the absence of explicit statement to the contrary, the terms used in these general terms and conditions are defined as follows:
User: The user of the general terms and conditions.
Client: The user's counterparty.
Contract: The contract for the rendering of services.
Article 2: General
- These conditions are applicable to all offers, quotations and all contracts between the user and a client to which the user has stated that these conditions are applicable, in so far as the parties have not made any specific written agreements to the contrary.
- These terms and conditions are further applicable to all contracts with the user that are executed with the assistance of third-parties.
- Departures from these general terms and conditions are valid exclusively if expressly agreed in writing.
- The applicability of any purchasing or other conditions of the client is expressly rejected.
Article 3: Offers and quotations
- All offers are subject to contract unless the offer contains an express written statement to the contrary.
- In the absence of statement to the contrary, the prices stated in the aforementioned offers and quotations are exclusive of VAT and other governmental levies as well as the costs incurred in relation to the contract, including forwarding and administration expenses.
- If the acceptance differs (on minor points) to the offer set out in the quotation, the user is not bound to those differing points. In the absence of statement to the contrary by the user, the contract will in that case not be formed in keeping with those different points.
- A composite price statement does not oblige the user to perform part of an order at a corresponding proportion of the stated price.
- Offers and quotations are not automatically applicable to future orders.
Article 4: Execution of the contract, information and resources
4.1 The user will execute the contract to the best of his knowledge and ability and in accordance with high standards and in keeping with the expertise the client can reasonably expect of the user. The user does not however guarantee that any intended result will be achieved.
4.2 If it has been agreed that the contract will be executed in stages, the user reserves the right to suspend execution of the components forming part of a subsequent stage until the client has approved the results of the preceding stage in writing.
Article 5: Amendments to the contract
- No amendments or additions to the contract will be possible.
Article 6: Duration of the contract; period of execution
- The contract between the user and a client is entered into for a definite period of time, i.e. for the duration of the course.
Article 7: Termination
7.1. The contract is terminated upon completion of the course.
7.2 If the contract is prematurely terminated by the client, there will be no financial reimbursement by the user.
Article 8: Fee
- The client has to abide by the fixed fee stipulated for the course.
- The fee and any cost estimates are exclusive of VAT.
Article 9: Payment
- Payment is due when registering for the course, without any deduction, discount or set-off, by depositing or transferring the payable amount to the bank or bank giro account stipulated by the user.
- If the client fails to remit payment within the 14-day period, the client shall be held in default by operation of law. The client shall in that case be liable for the payment of interest equal to the statutory commercial interest rate at that time. The interest over the payable amount shall be calculated from the time at which the client was held in default until the time of full and final settlement, in which context part of a month shall be deemed to be a full month.
- In the event of the client declared bankrupt or granted suspension of payment, the claims of the user on the client shall become immediately due and payable.
- The user reserves the right to have payments made by the client extend first to payment of costs, then to outstanding interest and finally the principal amount and the current interest. The user can refuse a payment offer, without thus being in default, if the client indicates a different order of allocation. The user can refuse full payment of the principal amount if the due and current interest and costs are not remitted at the same time.
Article 10: Collection costs
10.1. All judicial and extrajudicial (debt collection) costs reasonably incurred by the user in connection with the client's non-compliance or late compliance with his payment obligations shall be for the client's account.
10.2. The client is liable for payment of interest over the debt collection costs.
Article 11: Suspension and dissolution
11.1. The user is authorised to suspend compliance with his obligations or to dissolve the contract if the client fails to meet his contractual obligations or meet them in full, or if, after entering into the contract, the user becomes aware of circumstances that give the user good grounds to presume that the client will not meet his obligations. If there are good grounds for presuming that the client will only meet his obligations in part or not adequately, the suspension shall only be permitted if justified by the shortcoming.
11.2 If the contract is dissolved, the claims of the user on the client shall become immediately due and payable. If the user suspends compliance with his obligations, he retains his claims by law and under the contract.
11.3 The user reserves the right at all times to claim compensation for damages.
Article 12: Liability
12.1. In the event of the user being held liable, that liability shall be limited to the provisions of this clause.
12.2 The user cannot under any circumstances be held liable for indirect losses, including consequential losses, loss of income, missed savings or losses caused by business stagnation. The above is subject to exception in cases of intentional act or omission on par with gross negligence on the part of the user.
Article 13: Indemnification
13.1 The client indemnifies the user against claims of third-parties regarding intellectual property rights on materials or information issued to the client and which are used during implementation of the contract.
Article 14. Force majeure
14.1 The parties are not be required to comply with any obligation if prevented from doing so as a result of a circumstance that is beyond their control and for which they cannot be held accountable by virtue of the law, a juristic act or generally accepted views.
14.2 In these general conditions, force majeure is defined - in addition to that which is deemed as such by law and legal precedent - as all circumstances, foreseen or unforeseen, that are beyond the control of the user but which prevent the user from meeting his obligations. That includes strikes at the user's business.
14.3 The user shall also be entitled to invoke force majeure if the circumstance preventing (further) compliance occurs after the user should have met his obligations.
14.4 The parties can suspend their contractual obligations during the period of force majeure. If the period of force majeure lasts for longer than two months, either party shall be entitled to dissolve the contract without being obliged to pay any compensation for damages to the other party.
Article 15: Confidentiality
15.1 Both parties are obliged to protect the confidentiality of all confidential information that they obtain from each other or from other sources in the context of their contract. Information is deemed to be confidential if the other party has been informed that is the case or if that is apparent from the nature of the information.
15.2 If the user is obliged pursuant to a statutory provision or a legal ruling to disclose confidential information to third-parties designated by the law or the court with competent jurisdiction, and the user is unable to invoke a right to privilege recognised or permitted by statute or by the court with competent jurisdiction, the user is not obliged to pay compensation for damages or other compensation and the counterparty is not entitled to dissolve the contract on the ground of any losses thus caused.
Article 16: Intellectual property and copyrights
16.1. Notwithstanding the other provisions of these general terms and conditions, the user reserves the rights and powers enjoyed by the user under the Netherlands Copyright Act.
16.2 All reports, recommendations, contracts, designs, sketches, drawings, software, etc., issued by the user are exclusively designated for the client's use and the client may not, without the prior permission of the user, reproduce them, publicise them or communicate them to third-parties unless otherwise determined by the nature of the documents issued.
16.3 The user reserves the right to use information received through the implementation of the work for other purposes provided that doing so does not result in confidential information being disclosed to third-parties.
17.1 In the absence of mandatory rules of law to the contrary, the court in the user's place of establishment has exclusive competent jurisdiction.
17.2 The parties shall not refer a matter to court until they have done their utmost to resolve the dispute in mutual consultation.
Article 18: Applicable law
18.1 All legal relationships between the user and the client to which these general conditions apply shall be governed by the laws of the Netherlands.