TERMS AND CONDITIONS
Article 1 – Definitions
Contractor: branko Broekman, registered in the Dutch Trade Registry (Handelsregister) under no. 39082310.
Client: The natural or legal person that the Contractor concludes an Agreement with for the provision of services and/or the supply of products.
Participant: The natural person to whom the services are effectively provided and/or the products are supplied. Client and Participant can be the same natural person.
Agreement: The Agreement concluded between Contractor and Client regarding the provision of services and/or the supply of products.
Article 2 – General
These Terms & Conditions are applicable to every offer, quotation and Agreement between Contractor and Client, unless the parties have specifically opted to derogate from these Terms & Conditions.
The Agreement consists of these Terms & Conditions together with the order confirmation Contractor provides to Client. The Agreement will be considered concluded from the day of the written order confirmation by Contractor and Client.
The applicability of any purchase or other conditions from Client is hereby explicitly rejected.
If one or more of the provisions in these Terms & Conditions is at any time declared null or void, in part or in full, by a court, this does not affect the remaining provisions.
Article 3 – Offers and Quotations
Any offer and quotation by Contractor are non-binding, unless the offer or quotation contains a period for acceptance.
All prices are in Euro, excluding VAT and any other costs, such as travel and accommodation costs, and other expenses made for the execution of the Agreement including, but not limited to, expense statements from contracted third parties. The aforementioned costs will be charged to Client.
Contractor is not bound by the offer or quotation if Client could reasonably understand that (a part of) the offer or quotation contains an apparent error or spelling mistake.
A composite offer or quotation does not bind the Contractor to perform a part of the offer or quotation for a corresponding part of the indicated price.
Article 4 – Execution of the Agreement
Client guarantees that he/she has provided Contractor timely and truthfully with all information that is essential for the execution of the Agreement. This regards information of which Contractor indicates that it is essential or information of which Client could reasonably understand that it is necessary for the execution of the Agreement.
If the information needed for the execution of the Agreement is not provided to Contractor in a timely fashion, Contractor has the right to suspend the execution of the Agreement and/or to charge any additional costs as a result of this delay to Client according to the prevailing rate.
Article 5 – Changes in the Agreement
Contractor reserves the right to change the dates of and location for the execution of the Agreement. Client will be informed of these changes as quickly as possible.
Contractor is free to change the contents of and the structure for the execution of the Agreement completely and to his own discretion.
If during the course of the execution of the Agreement it becomes clear that for a satisfactory execution the work to be executed has to be changed or complemented, parties will adapt the Agreement accordingly in a timely fashion and upon consultation with each other.
Changes desired by Client after accepting the offer or quotation for the execution of the Agreement have to be notified in a timely fashion and in writing to Contractor. A change of or an addition to the Agreement is only valid if this has been accepted (preferably in writing) by both Contractor and Client.
Changes in the Agreement by Client that were not foreseeable by Contractor and that lead to extra work will be charged by Contractor to Client according to the rate agreed upon in the Agreement. If Contractor as a result of the provision of incorrect or incomplete information by Client has to reorganise the planned work, this also counts as extra work. Contractor has the right to charge the costs of the extra work to Client on the basis of subsequent calculation.
Changes in an already given assignment could mean that the initially agreed delivery date will be exceeded by Contractor. The aforementioned change does not grant Client any right to compensation.
Changes in an already given and planned assignment will be subject to the cancellation periods and obligations provided for in Article 6(3).
Changing already scheduled meetings in individual mentoring courses or for consultancy is subject to the following terms and rates: up to 1 week before the agreed date, there will be no charges; between 1 week and 48 hours before the agreed time, there is a fee of 50 % of the agreed rate; less than 48 hours before the agreed time will incur 100 % of the costs.
Should this be possible for the execution of the Agreement, it will be allowed to have a Participant replace the Participant who was unable to attend. This will be at the discretion of Contractor at all times. No extra costs will be charged for such a replacement.
Article 6 – Cancellation of the Agreement
Contractor reserves the right to cancel the Agreement under certain circumstances. These circumstances should be outside the control of Contractor or circumstances that Contractor was not aware of and could not have been aware of at the time of conclusion of the agreement. Client will be informed of this as quickly as possible. In this case, Contractor will refund any possible prepaid amount related to the execution of the cancelled Agreement. If possible, Contractor will offer an alternative. If Client uses this alternative, there will be no refund of costs.
Pursuant to Article 5(1), Client has the right to cancel the Agreement without costs. In this case, Contractor will refund any possible prepaid amount related to the execution of the cancelled Agreement.
Client can cancel the Agreement only in writing. There will be no charges if the Agreement is (partially) cancelled up to 6 weeks before the start of the execution of the Agreement. If the Agreement is cancelled between 6 to 4 weeks before the start, 50 % of the rate that was agreed upon in the Agreement (‘Agreed Rate’) will be charged; if the Agreement is cancelled between 4 and 2 weeks before the start, 75 % of the Agreed Rate will be charged; if the Agreement is cancelled less than 2 weeks before the start, 100 % of the Agreed Rate will be charged.
If the Agreement has been concluded for an undetermined period and is cancelled by Client, Contractor has a right to compensation as a result of the loss of students that has occurred and is reasonable, unless facts and circumstances that can be attributed to Contractor are the reason for the cancellation.
Article 7 – Force Majeure
If Contractor is unable to fulfil his obligations in a timely or satisfactory fashion as a result of a cause that cannot be attributed to him, those obligations will be postponed to a moment in time where Contractor can fulfil these obligations in the way as agreed in the Agreement. If possible, Contractor will offer replacement or an alternative. Force Majeure includes at any rate illness of Contractor.
Should the period during which fulfilment of the Contractor’s obligations is not possible last longer than 2 months, both parties can dissolve the Agreement without this giving rise to any right for Client to demand compensation. Work that has already been done on the basis of the Agreement, will be charged proportionally.
Article 8 – Payment Conditions
Payment will take place in Euros within 14 days after the invoice date in a by Contractor indicated manner, unless explicitly agreed otherwise.
If Client defaults on a timely payment, he/she is in default by operation of law and Client is liable for the legal (commercial) interest rate.
From the moment Client defaults, Client has to refund all (extra)judicial costs and execution costs related to the collection of the invoiced amounts.
Article 9 – Claims and Research
If Client does not submit a claim in writing within 8 days after discovering a fault in the work of Contractor or after he/she should have discovered such a fault, Client can no longer submit a claim related to this fault.
Claims regarding the invoiced amount have to be submitted in writing within 8 days from the invoice date. After this period, complaints will no longer be addressed and Client no longer has the right to submit a claim. Client under no circumstance has the right to offset the amounts he/she owes Contractor.
Client does not have the right to suspend his/her (payment) obligations, should Client be of the opinion he/she has the right to submit a claim.
Client shall give Contractor the possibility to examine a complaint or to have it examined.
In case of a just and timely claim, Contractor will at his discretion repair or replace the delivered goods/services in return for the originally delivered goods/services, or pay Client a replacement compensation or credit a proportionate part of the invoice.
Should a complaint appear to be unfounded, the costs made by Contractor in relation to this matter will be for the account of Client.
Article 10 – Liability
Contractor is not liable for any damages caused because Contractor trusted upon incorrect and/or incomplete data provided by or on behalf of Client.
Should Contractor be liable for any damages, the Contractor’s liability will be limited to at most the invoiced amount, or at most the part of the amount related to the liability.
Contractor’s liability is at any rate always limited to the amount actually paid by his insurer in the present case.
Contractor is only liable for direct damages.
Contractor is never liable for indirect damages, including consequential damages, lost profits, missed savings and damages as a result of business interruption.
The liability limitations included in this Article are not valid in case of intent or gross negligence by Contractor.
If Contractor has used third parties and this third party has limited his liability further than Contractor, Contractor has the right to accept any liability limitations of these third parties on behalf of Client and/or Participant. Every liability of Contractor for a shortcoming of a third party is limited to the amount Client and/or Participant could have received in the case of a direct claim against that third party.
Article 11 – Indemnification from Third Parties
Client indemnifies Contractor from possible claims by third parties who, in relation to the execution of the Agreement have suffered damages and where the cause can be attributed to other than Contractor.
Client has to support Contractor, both judicially and extrajudicially, if Contractor is held liable pursuant to the first paragraph of this Article and immediately has to do everything in his/her power that can be expected of him/her in that case. If Client fails to undertake adequate measures, Contractor has the right, without notice of default, to act himself. All costs and damages of Contractor and third parties that are caused by this failure will be for the account and risk of Client.
Article 12 – Confidentiality
Client, Participant, and Contractor undertake to maintain the confidentiality of all confidential information they receive from each other or another source in the context of this Agreement. Information is deemed to be confidential if the other party indicates it as such or if this follows from the nature of the information.
In those cases where Participant is not the Client, the confidentiality of all exchanged information and conversations between Contractor and Participant also extends to Client.
Client and Contractor will impose their obligations pursuant to this Article to any third party possibly contracted by them.
Personal information, including the email address, of Client/Participant will only be processed to be able to execute and comply with the Agreement and to inform Client/Participant of future activities of Contractor. Should Client/Participant not want to receive information about other activities and/or not want to be mentioned on the web site of Contractor, they can indicate this to Contractor in writing.
Should Contractor have to disclose personal information pursuant to a legal provision or a court order to a third party indicated by law or a court order and if Contractor cannot invoke legal privilege, Contractor is not liable for a compensation or indemnification and Client does not have the right to dissolve the Agreement as a result of any damages caused by this.
Article 13 – Intellectual Property
All intellectual property rights (including but not limited to copyrights, design rights and/or patent rights) on documents provided by Contractor to Client, such as reports, opinions, agreements, designs, sketches, drawings, software, materials, course schemes, training modules, practising materials, Contractor’s web site, etc., rest with Contractor.
All documents provided by Contractor to Client, such as reports, designs, working methods, models, opinions, drawings, software and contracts, can only be used by Client. Documents provided by Contractor cannot be published, reproduced, exploited or brought to the attention of third parties without prior written consent of Contractor, unless the nature of the provided documents indicates otherwise.
Contractor reserves the right to utilize the knowledge that has been acquired as a consequence of the activities for other purposes, to the extent that no confidential information is disclosed to third parties.
Contractor reserves the right to make images and/or sound recordings during the execution of the Agreement and use it for his own training and promotion purposes. If Client or Participant has objections, he/she is required to notify Contractor in writing before execution of the Agreement.
Article 14 – Special Provisions
Contractor reserves at all times the right to exclude Participant(s) of participation prior to the execution of the Agreement without giving a reason. If this concerns a product and/or service with an open registration, every excluded Participant has a right to a refund of the entire amount paid to Contractor. If it concerns a closed registration, Contractor can decide on the ground of fairness to refund Client with a proportionate amount of the amount due.
Contractor reserves the right to exclude Participants, who because of their behaviour or otherwise hinder or hamper the normal execution of the Agreement, taking into account the interests of the other Participants, from further participating in the Agreement concerned and/or future Agreements. Exclusion does not affect the obligation to pay the compulsory costs.
Article 15 – Expiry Period
In derogation of the legal expiry periods, the expiry period of all claims and defences of Client towards Contractor is limited to one year.
Article 16 – Applicable Law
All Agreements between Contractor and Client are exclusively subject to Dutch law.
Without prejudice to the right of Contractor to file a claim for a dispute with the competent court, disputes between the parties will in first instance be filed with the competent court for the registered office of Contractor, unless explicitly determined otherwise by law.
Article 17 – Changes in the Terms & Conditions
The version as valid at the time of conclusion of the Agreement between Client and Contractor will be applicable.
The Dutch text of these Terms & Conditions determines their interpretation.