Terms of condition
GENERAL DELIVERY CONDITIONS
Anne van de Vegte
1.1 In these general terms and conditions and the agreements to which they have been declared applicable, the following terms have the following meaning:
- supplier: Anne van de Vegte based in Zwolle;
- client: the natural or legal person acting in the exercise of a profession or business and who wishes to purchase a particular service or product from the supplier;
- contract: the contract for the supply of services or purchase of products between the supplier and the buyer and any further transactions between the supplier and the buyer concerning the sale and supply of services or products, including offers and notification procedures, and including the general conditions applicable to contracts;
- products: the products to be sold and delivered or sold and delivered by the supplier to the customer, whether or not online, such as E-books;
- services: the services to be provided or to be provided by the provider to the buyer, such as training and coaching; general terms and conditions: these general terms and conditions;
- programme: a programme, training or programme offered by the provider with various components, such as training and/or coaching, that are given over a longer period of time, as described in more detail in the provider's information material;
- participant: a (additional) participant in a programme designated by the customer;
- online learning programme: the course or training selected by a customer from the online offer of the provider via an online application.
2.1 These general terms and conditions apply, to the exclusion of conditions of third parties, to every delivery of products and services by the supplier to the buyer, all related agreements and all related actions, both of a preparatory and executive nature, such as an offer and deliveries.
2.2 The applicability of other general terms and conditions (including those of the buyer) is excluded.
2.3 Deviating terms and conditions only apply to the extent that they have been expressly accepted by the Supplier in writing and only apply to the contract in question.
2.4 Amendments and additions to any provision in the agreement are only valid if they have been laid down in writing and have been signed by both parties.
2.5 If any provision of these general terms and conditions or the agreement is not valid for any reason whatsoever, the provisions of these general terms and conditions will remain in force for the rest.
2.6 If any provision of the general terms and conditions or the agreement is not valid for any reason whatsoever, the parties will negotiate on the content of a new provision, which provision is as close as possible to the content of the original provision.
2.7 The term "in writing" with regard to communication between the Provider and the Customer also includes electronic communication. The provider's electronic system is deemed to be the sole proof of the content and time of receipt and transmission of the electronic communication in question.
2.8 The offer of the Provider is exclusively aimed at customers who act in the exercise of a profession or business.
3. Formation of the agreement
3.1 The agreement to follow a programme is concluded by the Purchaser signing the appropriate registration or registration form, by the Purchaser's digital registration in accordance with the Supplier's indicated registration conditions, followed by a written notification by the Offeror of the acceptance by the Purchaser and its designated (additional) participant in the programme to the Offeror, or by digital confirmation of the digital registration made by the Offeror.
3.2. The Supplier will inform the potential customer as soon as possible by e-mail to the e-mail address indicated by the party concerned whether or not they (or the (extra) participant) have been accepted in the programme.
3.3 As long as the notification referred to in Article 3.2 has not taken place, no agreement will be concluded regarding the following of a programme and the customer can cancel the notification.
3.4 The agreement to follow an online learning pathway is concluded through the digital registration of a customer, in accordance with the indicated registration conditions, aimed at the conclusion of an agreement to follow an online learning pathway.
3.5 The agreement to purchase a Product is concluded by electronic acceptance by the Purchaser of the online offer by the Provider and the fulfilment of the associated conditions.
3.6 Offers made by the Supplier are not binding until a contract has been concluded between the Supplier and the Customer.
4.1 Prices are non-binding, unless included in an agreement. The most current prices of the supplier are listed on the website of the supplier or can be retrieved by e-mail.
4.2 The prices quoted by the Supplier are exclusive of VAT and exclusive of all other levies, duties or charges due in connection with the performance of the agreement.
4.3 Travel and accommodation costs in connection with following parts of a programme on location and costs of recommended literature are not included in the prices of a programme, unless explicitly agreed otherwise.
5. Payment and invoicing
5.1 The Customer must have paid amounts due, including VAT, by the agreed payment dates or within the agreed payment periods, as the case may be. The Customer is not entitled to suspend its payment obligations, not even in the event of complaints.
5.2 If advance payment is required for the delivery of services or products, the Customer cannot assert any right to delivery of these before full payment of the amount due to the Supplier has been made.
5.3 The Supplier shall send the Customer invoices for the services and products he has delivered or (in the event of advance payment) still has to deliver.
5.4 The Supplier shall be entitled to send invoices electronically to the e-mail address indicated by the Customer.
5.5 If no other term of payment has been agreed, invoices must be paid within 21 days of the invoice date.
5.6 Payment must be made net to the Provider's bank account, without any discount, deduction or set-off. The value date indicated on the Supplier's bank statements will be regarded as the day of payment.
5.7 If the Customer fails to pay the full amount due within an agreed payment term or at the latest on an agreed payment date, the Customer will be in default by operation of law, without any notice of default being required. From the day that the Customer is in default until the day of full payment, the Customer will owe default interest of 1.5% on the amount owed per month or part thereof, whereby part of a month will count as a whole month. This applies without prejudice to the supplier's right to full compensation on the basis of the law.
5.8 All costs of collecting the amounts owed by the Customer, both judicial and extrajudicial, shall be borne by the Customer. This includes the costs of seizure, petition for bankruptcy, collection costs, as well as the costs of lawyers, bailiffs and other experts engaged by the Supplier. The extrajudicial collection costs are deemed to be at least 15% of the amount to be collected and amount to at least € 75.
5.9 The Customer must submit complaints regarding invoices to the Supplier by registered letter with acknowledgement of receipt at the latest within 8 days of the invoice date, failing which the invoices will be deemed to have been accepted and approved by the Customer, and complaints in this respect will no longer be accepted.
5.10 Incoming payments will always be used to pay judicial and extrajudicial costs and interest, and will then be used to pay the oldest of the payment obligations outstanding at the supplier's, irrespective of any other indication by the buyer.
6. Obligations of recipients and participants in the implementation of a programme
6.1 Customer (or a (extra) participant designated by it) must ensure the correct and complete provision of essential information requested by Provider and/or required for the training/coaching.
6.2 An (additional) participant is bound by the provisions of the agreement (including these general terms and conditions).
6.3 The Customer guarantees that it and a (extra) participant designated by it will comply with the provisions of the agreement (including these general terms and conditions) that are (partly) applicable to participants.
6.4 The components of a programme must be completed within the period indicated in the information material about the programme.
6.5 The customer or an (extra) participant appointed by har must, from a positive basic attitude, adopt a cooperative attitude when following a training/coaching course.
7. Rights of the provider concerning the implementation of a programme
7.1 Aanbieder is gerechtigd:
1. to make interim changes to the content of a programme for reasons of quality improvement;
2. to determine the group size with regard to the training and coaching sessions in a programme;
3. to allow a group programme to continue with 1 participant;
4. to make interim changes to the planning of parts of a programme in terms of place or time;
5. determine which lecturer/trainer will give a training or coaching, and possibly replace a lecturer/trainer in the interim;
6. in the event of insufficient registrations or for other reasons of its own, to cancel a programme entirely prior to the start of the programme. Accepted customers (participants) will be notified of this, without any obligation on the part of the supplier to give reasons, after which their payment obligations will lapse and/or payments that have already been made will be refunded;
7. (interim) to refuse the participation of a particular customer (participant) for reasons of its own. The relevant buyer/participant will be notified of this, without the supplier being obliged to give reasons, after which their payment obligations will lapse and payments already made (in proportion to the performance not yet received) will be refunded.
8. Cancellation by/option of and impediment to customer/participant in a programme
8.1 The Customer is entitled to cancel the participation of its or an (extra) participant and to terminate an agreement concerning participation in a programme.
8.2 Cancellation of participation in a programme or termination of the agreement must be effected by the Customer by means of a registered letter to the address of the Supplier stated on the Supplier's website.
8.3 In the event of cancellation/cancellation by the Customer, the Supplier is not obliged to refund customer's paid amount, and the Customer is still obliged to pay any outstanding payment terms to the Supplier.
8.4 The provisions of articles 8.1 and 8.2 apply except for the right of the customer to cancel participation in the program if the customer (participant) has noticed during the first day of the kick-off seminar that the offer does not meet his/her expectations. The Purchaser (participant) must inform the Offeror of this at the end of the first day of the Starter Seminar, and confirm this in writing no later than the following day. Within 14 working days thereafter, prepayments, less the non-refundable deposit, will be refunded to the Customer, provided that the course materials received have been returned. There will be no refund if a replacement participant participates in the programme as stipulated in article 8.5.
8.5 In the event of cancellation of participation in a programme, the customer is entitled to designate another participant to participate in the programme within 7 working days of cancellation. The supplier is free to accept or reject a replacement participant.
8.6 Cancellation/cancellation of an online learning pathway agreement is not possible after the agreement has been concluded.
8.7 The relocation of planned one-on-one conversations in a programme is only possible in exceptional situations, at the sole discretion of the Provider. Missed calls cannot be recovered and do not lead to a change (reduction) in the (payment) obligations of the Customer.
9. Cancellation by the provider in the meantime for a programme
9.1 The Supplier shall be entitled to cancel a programme prematurely without giving reasons. In that case, the Customer shall be entitled to a refund of the amounts paid by him/her, after deduction of the amounts due for the services already provided.
10.1 The Supplier shall make every effort to the best of his knowledge and ability in the performance of his training and coaching activities. However, the final result also depends on factors over which the Supplier has no influence. The Supplier shall not provide any guarantee with regard to the result of its activities.
10.2 With regard to the delivery of products, the possible liability of the supplier is limited to the possible delivery of a replacement product or to a refund of the amount paid by the buyer in the event of a faulty delivery.
10.3 The Supplier shall not be liable to the Customer/participant(s) for any damage resulting from any failure to perform its obligations towards them or damage directly or indirectly resulting from the performance of an agreement, unless and insofar as such damage is due to the intent or wilful recklessness of the Supplier.
10.4 The Supplier shall not be liable for any damage resulting from errors or omissions on the part of third parties or auxiliary persons charged by the Supplier with the performance of activities.
10.5 The Supplier shall not be liable for any damage resulting from a failure by the Customer/participant(s) to comply with the obligations set out in Article 6 or any consequential damage resulting from the implementation in the Supplier's organisation of documents and plans drawn up in a programme during the training, such as action plans.
10.6 If and to the extent that the Supplier is liable for any loss or damage, for whatever reason, it shall at all times be limited to direct loss or damage and shall be limited to the payment under the Supplier's liability insurance policy that covers the loss or damage in question and proceeds to payment.
10.7 Apart from the cases referred to in Clause 10.6, the Supplier's liability shall in any case be limited to the amount charged for the damage-causing service.
10.8 The customer/participant shall never hold the staff of the supplier personally liable in connection with an agreement.
10.9 Any claim against the Provider, with the exception of a claim that has been accepted by the Provider, shall lapse by the mere expiry of 12 months after the claim arose.
10.10 The employees of the Supplier may invoke all defences to be derived from the agreement vis-à-vis the Customer/participant, as if they were a party to that agreement themselves.
11. Force majeure
11.1 If the supplier is prevented by force majeure of a permanent or temporary nature from fulfilling or continuing to fulfil the contract, regardless of whether the force majeure could have been foreseen, the supplier is entitled to terminate the contract in whole or in part without any obligation to pay compensation by means of a written notification without judicial intervention, without prejudice to the supplier's right to payment by the buyer for services already provided by the supplier prior to the occurrence of a force majeure situation, or to suspend all or part of the (further) implementation of the contract.
11.2 The Supplier shall inform the Customer/participant of the situation of force majeure as soon as possible. If possible, the parties will try to find a solution in consultation, such as, in the event of illness of a teacher/trainer, relocation of programmed activities.
11.3 In the event of suspension, the supplier will still be entitled to terminate the contract in whole or in part.
11.4 Force majeure includes all circumstances that temporarily or permanently prevent the provider from fulfilling its obligations, such as illness or death of a teacher/trainer, riots, war, electricity failures, computer failures, internet failures, (mobile) telephone failures and furthermore all circumstances in which the provider cannot reasonably be expected to (further) fulfil its obligations towards the buyer/participant.
12. Execution by third parties
12.1 The Supplier shall be entitled to engage third parties for the performance of an agreement.
13.1 The Supplier shall not disclose any substantive information received from the Customer (or participants) in the context of the performance of an Agreement, unless otherwise agreed or the Supplier is obliged to do so pursuant to legislation or regulations.
13.2 The customer or participants are obliged to keep confidential all confidential information which they have obtained from the supplier or other customers/participants in a programme within the framework of the execution of an agreement. Information is deemed to be confidential if this has been communicated by the offeror/other participants or if this results from the nature of the information. In case of doubt, the information will be considered confidential.
14. Intellectual property rights
14.1 The intellectual property rights relating to training courses, programmes, documents, brochures, programmes, handouts, lectures, exercises, offers, expressions on the Provider's internet/site, ezines, e- mails, models, techniques, other documents and information arising from the Provider's activities and software used are vested in the Provider or its licensors, unless another party entitled to a work has been indicated.
14.2 The intellectual property rights and copyright relating to the expressions referred to in Article 14.1 will not be transferred on the basis of an agreement, unless agreed otherwise in writing.
14.3 Without the Supplier's prior written consent, it is not permitted to process, reproduce or publish any concept, material or information supplied by the Supplier in whole or in part, to make it available to third parties via any medium whatsoever, or to make it available for inspection by third parties, whether or not for a fee.
14.4 It is not permitted to remove or change any indication concerning rights from the information provided by the Supplier.
15. Suspension and termination
1. the Customer has not fulfilled his payment obligations towards the Supplier, or has not fulfilled them on time or in full;
2. the customer applies for his/her own bankruptcy, is declared bankrupt or applies for a suspension of payments;
3. a decision is taken and/or the customer is wound up or the business of the customer is terminated;
4. the customer or participant still fails to fulfil its obligations towards the supplier, even after having been given notice of default with a reasonable period of time to fulfil its obligations,
the Customer shall be deemed to be in default by operation of law, the Supplier shall be entitled to terminate the agreement in whole or in part with immediate effect, to refuse (further) participation by the Customer and/or the participant(s) designated by the Customer in a programme, or to suspend obligations (performance of its services), without prejudice to the Supplier's further rights pursuant to the law. In that case, the Supplier shall not be obliged to repay any amounts already paid or to pay damages, and shall remain entitled to any amounts not yet paid by the Customer that are due under the agreement and become immediately due and payable as a result of the default.
15.2 Upon termination of the agreement, provisions which by their nature are intended to continue in force, such as, but not limited to, provisions concerning confidentiality and intellectual property, shall remain in force.
16. Personal data
16.1 The Supplier shall treat personal data it receives in connection with the agreement with the Customer in the strictest confidence and in accordance with applicable privacy laws and regulations.
16.2 The Supplier will include the name and address details of the Customer and programme participants designated by it in a customer database. These are used for the execution of an agreement and can also be used to keep those involved informed of other services (such as training courses, events and programmes) provided by the Supplier.
16.3 The Customer and participants agree to the use of the data in question for the purpose described above.
16.4 If a customer/participant does not wish to receive information about (new) services, he/she can at all times inform the provider and the provider will then stop the provision of information.
17. Applicable law and competent rights
17.1 All agreements concluded by the parties shall be governed by Dutch law. The Vienna Sales Convention 1980 (CISG, Vienna Convention) does not apply.
17.2 Any disputes in connection with or arising from an agreement will in the first instance be submitted to the competent court in Zwolle, without prejudice to the right of the supplier to have a dispute submitted to another court that is competent according to the law/agreement.
18.1 The Supplier shall be entitled to amend these General Terms and Conditions. The Purchaser/participant shall be deemed to have accepted the amendments in question if the Purchaser/participant has not received a written protest against them within 14 days of the Offeror's notification that the amendment will take place.