Terms and conditions
Article 1: Definitions
In these terms and conditions, the following definitions apply:
Contractor: The legal entity on behalf of whom the coach provides services in the field of coaching and/or training under the application of these terms and conditions
Client: The natural or legal person who has given the contractor the assignment to perform services in the field of coaching and/or training or related activities
Coachee: The natural person who participates in a coaching and/or training program
Services: All tasks for which an assignment has been given, or which arise from, or are directly related to the assignment.
Agreement: Any arrangement between the client and the contractor for the provision of services by the contractor for the benefit of the client
Article 2: Applicability of these Terms and Conditions
- These terms and conditions apply to all quotes, order confirmations, and agreements in which the contractor offers or provides services.
- These terms and conditions also apply to any agreement in which third parties are involved by the contractor for the execution of the services.
- Deviations from these terms and conditions are only valid if and to the extent that they have been agreed upon in writing between the client and the contractor.
- Any purchase or other general terms and conditions of the client do not apply unless expressly accepted in writing by the contractor.
- If one or more provisions of these terms and conditions are invalid or voided, the remaining provisions of these terms and conditions remain fully applicable. The client and the contractor will then consult to agree on a new provision to replace the invalid or voided provision, as much as possible in line with the goal and intent of the original provision.
- These terms and conditions also apply to additional and follow-up assignments from the client.
Article 3: Quotes and Formation of the Agreement
- All quotes made by the contractor are non-binding and valid for 30 days unless otherwise stated. The contractor is only bound by a quote if the client's acceptance of it is confirmed to the contractor within the validity period without reservation or modification
- The prices in the quotes are exclusive of VAT unless expressly stated otherwise.
- The agreement is concluded by the acceptance of the quote by the client as described in the last sentence of paragraph 1. The client and contractor have also entered into an agreement if the contractor confirms in writing an arrangement made between the client and the contractor, and the client does not contest the accuracy of this confirmation in writing within ten working days or, if the term is shorter, before the commencement of the work
- An agreement with a natural person as the client can also be concluded if, at the request of that natural person, a conversation is held with or on behalf of the contractor, based on which the parties agree on a coaching process, followed by the contractor sending an invoice.
Article 4: Execution of the Agreement
- Each Agreement creates an obligation of effort for the contractor, where the contractor is required to fulfill their obligations to the best of their ability, with due care and expertise.
- In all cases where the contractor deems it useful or necessary, they have the right – in consultation with the client – to have certain tasks performed by third parties or to seek assistance from third parties.
- The client ensures that all data, which the contractor deems necessary for the execution of the agreement, is provided accurately, completely, and in a timely manner. If the necessary data for the execution of the agreement is not provided to the contractor in a timely manner, the contractor has the right to suspend the execution of the agreement and/or charge the client for any additional costs resulting from the delay, according to the usual rates.
- If a deadline has been agreed upon for the completion of certain tasks by the contractor, this is not considered a strict deadline, unless explicitly agreed otherwise. Exceeding the agreed deadline does not constitute a default on the part of the contractor. Therefore, the client cannot dissolve the agreement nor claim compensation. However, the client can set a new, reasonable deadline for the contractor to complete the agreement. Exceeding this new deadline may give the client grounds to terminate the agreement.
- When the contractor is tasked with fulfilling an assignment or part of an assignment in collaboration with a third party, the client, in consultation with all involved parties, will determine each party's responsibilities. The contractor does not accept joint liability nor liability for the performance of the third party's task and related work.
Article 5: Confidentiality and privacy
- Conversations between the contractor and the coachee are considered strictly confidential. Information is considered confidential if it has been communicated by the client or if it follows from the nature of the information. The contractor ensures that this obligation is also imposed on any employees or third parties involved in the assignment. The contractor will not disclose any information about the content and progress of these conversations to anyone, including the client, unless the coachee has given permission to do so
- The contractor will keep all data and knowledge of the client, which has been provided in the context of the agreement(s) with the client, confidential and handle it with care, both during and after the completion of the agreement(s), unless there is a legal obligation or a request from an authorized governmental body to disclose certain data.
Article 6: Intellectual Property
- The contractor holds the intellectual property rights concerning the services and products provided to the client and/or coachee in the context of this agreement, including but not limited to tests, readers, reports, models, exercise materials, and computer programs.
- The client and/or coachee may not use these services and/or products, on which the contractor holds intellectual property rights, without the explicit written consent of the contractor, other than for the purpose of this assignment.
- The contractor is entitled to use the knowledge acquired through the performance of the work for other purposes, provided that no confidential information is disclosed to third parties and provided it cannot be traced back to individual clients or coachees.
Article 7: Fees and Costs
- Unless explicitly agreed otherwise, the contractor's fee consists of a predetermined fixed amount per agreement or per service provided and/or may be calculated based on rates per time unit worked by the contractor.
- All fees are exclusive of government levies such as VAT (Value Added Tax) as well as travel and other expenses incurred on behalf of the client, including but not limited to invoices from third parties engaged.
- The contractor may request the client to pay a reasonable advance in connection with fees owed or to be owed by the client and/or expenses that must be incurred on behalf of the client. When a reasonable advance has been requested by the contractor, the contractor has the right to suspend the execution of the work until the client has paid the advance or provided security for it.
- The contractor reserves the right to adjust the agreed fees annually due to changes in the general price index and any measures imposed by the government.
- The contractor distinguishes between rates for business and private clients. The standard rates of the contractor are the business rates. The contractor may decide to apply the private rate to a private client under the strict condition that the client finances the service from their own funds.
Article 8: Payment
- Payment must be made within 14 days of the invoice date for private clients and within 30 days of the invoice date for business clients, in a manner specified by the contractor. Payment shall be made without any deductions, set-offs, or suspensions for any reason whatsoever.
- After the payment term has expired, the client is in default. From the moment of default, the client owes the contractor interest on the outstanding amount at the statutory interest rate, plus administrative costs amounting to 10% of the outstanding invoices.
- In the event that there are multiple clients, each client is jointly and severally liable to the contractor for the payment of the total invoice amount if the services have been performed for all of these clients.
- Payments made by the client will always first be applied to pay any interest and costs due, and secondly to the overdue invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.
Artikel 9: Collection Costs
- If the contractor takes collection measures against the client, who is in default, the costs related to that collection will be charged to the client, which costs will be set at a minimum of 10% of the outstanding invoices. These costs include any fees for collection agencies, bailiffs, and/or lawyers that may be engaged.
Article 10: Liability
- The contractor is only liable to the client and/or coachee for damage resulting from a serious attributable shortcoming in the performance of the agreement. This is the case if the contractor does not exercise the required care and expertise in the performance of the agreement.
If, for whatever reason, no insurance payment is made, the liability of the contractor towards the client and/or coachee is limited to the fee for the assignment to which the liability relates, with a maximum of € 500. - The Contractor is not obliged to compensate for indirect damage suffered by the client or coachee, including but not limited to consequential damage, loss of profit and damage resulting from business stagnation.
- The Contractor will exercise due care when engaging third parties not employed by its organization (such as consultants, experts or service providers).
- The Contractor is not liable for serious shortcomings towards the client or coachee or for any errors or shortcomings of these third parties. In such a case,
The Client is obliged to hold any third parties involved liable and to recover any damages suffered from these third parties.
The Contractor shall not be liable for any damage suffered by the Client or Coachee, of whatever nature, if the Contractor has based its performance of its assignment on incorrect and/or incomplete information provided by the Client, unless this incorrectness or incompleteness was or should have been clearly apparent to the Contractor. - The Contractor or coaches or third parties engaged by him, who are charged with guiding coachees, will not provide or use any means, methods, techniques or instructions or allow situations to arise that limit or adversely affect the coachee's ability to perceive, analyse and assess any potential damage to the coachee, in any form whatsoever. If the coachee were to suffer any damage, the Contractor or coaches or third parties engaged by him will not be liable for this in any way.
- The client indemnifies the contractor against all claims (such as damages and legal proceedings) from third parties related to the performance of the agreement between the client and the contractor, unless it concerns claims resulting from serious shortcomings on the part of the contractor.
- If the client and/or coachee does not institute legal proceedings against the contractor within one year of discovering the damage, this legal action will lapse after the expiry of the year.
Article 11: Cancellation conditions
- In the event of cancellation by the client of coaching and/or training within 5 working days prior to the commencement of the relevant activities, the client must pay 100% of the costs of the cancelled hours or of the agreed principal sum and in the event of cancellation more than 5 working days prior to this, the client owes 50% of the costs of the cancelled hours or of the agreed principal sum.
- In the event of cancellation by the client of coaching and other guidance programs within 24 hours before the start of the activity in question, the client owes 100% of the agreed principal sum, between 24 and 48 hours before the start of the activities 50% of these costs and in the event of cancellation more than 48 hours before the start of these activities 25%.
- The Client shall owe 100% of the total agreed principal sum if, even without cancellation, he does not use the agreed services of the Contractor.
- Cancellation by the client must be made by registered letter.
Article 12: Termination of the agreement
- The Contractor is entitled to terminate the agreement with immediate effect, without judicial intervention, by means of a registered written notice to the Client, if the Client fails to pay an invoice sent by the Contractor within 14 days after written notice.
- The Contractor is entitled to terminate the agreement with immediate effect, without judicial intervention, by means of a registered written notice to the Client, if any obligation arising from this agreement is not or not properly fulfilled within 14 days after written notice.
- Both the client and the contractor may terminate the agreement with immediate effect by means of a registered letter if the other party is granted a moratorium on payments or is declared bankrupt.
Article 13: Dispute resolution
- Dutch law applies to all Agreements between the client and the contractor.
- If the contractor and the client or coachee have a dispute arising from this agreement, they are obliged to first attempt to resolve this dispute through consultation and, if this fails, to use mediation.
- If consultation and/or mediation does not lead to a resolution of the dispute, the competent judicial authority in the district where the contractor is established shall have exclusive jurisdiction to hear the dispute.