Terms and conditions

Article 1. DEFINITIONS

1.1. Counterparty: client, the natural person or legal entity with whom an agreement regarding participation in a course has been concluded;

1.2. Participant: the natural person, either a private individual or the person specified by the counterparty, who actually participates in a course provided by Training Academy Uden;

1.3. Course: course, training, workshop, coaching, counseling, or any other meeting aimed at conveying and/or enhancing knowledge and/or skills;

1.4. Open course: a course with participation by individuals and/or participant(s) from one or more different companies and/or organizations;

1.5. ‘In company’ or In-house course: a course at a location chosen by the counterparty with participation by participant(s) from one or more companies and/or organizations.

Article 2. GENERAL

2.1. These terms and conditions apply to all offers and agreements for the sale/purchase of goods and/or advice on assignments and services from Training Academy Uden. The general terms and conditions can be found on www.Training Academy Uden.nl and are provided free of charge upon request;

2.2. Additions or deviations from these terms and conditions must be agreed upon in writing and only apply to the agreement for which they were made;

2.3. The rights and obligations arising from agreements between Training Academy Uden and the counterparty cannot be transferred to third parties unless with the written consent of Training Academy Uden. Except for evidence to the contrary, the data from Training Academy Uden’s administration are decisive;

2.4. Different general terms and conditions, including those of the counterparty, are not accepted by Training Academy Uden unless agreed upon in writing and confirmed by Training Academy Uden.

Article 3. OFFERS/ QUOTATIONS

3.1. All offers are entirely non-binding and valid for 30 days unless otherwise agreed in writing. An agreement is only concluded after Training Academy Uden has accepted the assignment, and the counterparty has accepted the quotation. Also, the booking of a training date by the counterparty is confirmation of acceptance of Training Academy Uden’s quotation. An offer that includes a term can still be revoked by Training Academy Uden, even after receiving the assignment, provided it is done within 5 working days of receiving that assignment. The content of the agreement is determined by the quotation and/or order confirmation of Training Academy Uden and these general terms and conditions;

3.2. Quantities, amounts, prices, etc., mentioned in price lists, quotations, and other documents are for informational purposes only. They have the character of an approximate indication and do not bind Training Academy Uden;

3.3. The offer/quotation includes a description of the activities to be performed, which is sufficiently detailed to enable a proper assessment of the offer by the counterparty. The offer to the counterparty provides insight into the price and whether there is a fixed fee or whether the assignment will be based on worked time units; Accepted fee; The performance of the assignment, agreed upon in advance between the counterparty and Training Academy Uden, at a predetermined total amount; Worked time unit: A pre-agreed fee for providing services for one hour by one person. The counterparty will be charged for the total number of hours worked for him/her, including travel time to and from the work;

3.4. If the counterparty requests a quotation not only from Training Academy Uden but also from others for the same project, the counterparty must inform Training Academy Uden in advance;

3.5. A quotation is based on the information known at that time. If information provided by or on behalf of the counterparty – as subsequently appears – gives an incorrect picture of the actual situation, Training Academy Uden is entitled to calculate the number of hours to be spent on an assignment. In such a case, Training Academy Uden may adjust the quotation based on the new facts and circumstances, with notification to the counterparty.

Article 4. CONFIDENTIALITY

4.1. The counterparty undertakes to maintain complete confidentiality of all data and information regarding Training Academy Uden or its business, both before, during, and after the termination of the agreement and the relationship between the parties, to the extent that this data has been confidentially provided or has an apparent confidential nature;

4.2. Training Academy Uden will not disclose data provided by the counterparty for the execution of the assignment, or of which Training Academy Uden becomes aware during the execution of the assignment, to third parties unless necessary for the execution of the assignment or unless Training Academy Uden has obtained permission from the counterparty;

4.3. Conversations, sessions, and other contacts in any form between Training Academy Uden and the counterparty are also considered strictly confidential.

Article 5. AGREEMENTS

5.1. Training Academy Uden commits to making reasonable efforts during the execution and will carry out the assignment to the best of its knowledge and ability in accordance with the requirements of good craftsmanship;

5.2. If it appears that it is necessary to modify the activities to be performed for the proper execution of the agreement, the parties shall amend the agreement in a timely manner and in consultation accordingly. If this change has financial or qualitative consequences, Training Academy Uden will inform the counterparty in advance;

5.3. If, after the assignment has been given, an additional assignment is offered, the originally agreed-upon time will be canceled;

5.4. Registration for open courses provided by Training Academy Uden can be done by the counterparty by submitting the fully completed registration form by post or fax, by telephone registration, or by email/electronic mail. The order confirmation reflects the (content of the) agreement unless proven otherwise.

5.5. In the case of an ‘in company’ course, the counterparty shall request a quotation from Training Academy Uden, as per Article 3. The agreement regarding participation in an ‘in company’ course is concluded by integral acceptance of the quotation. The content of the quotation serves as a representation of the agreement. A deviating acceptance of the quotation is considered a rejection of the original quotation and an invitation to make a new quotation. Training Academy Uden is not obliged to draw up a new quotation.

Article 6. REMUNERATION/ PRICES

6.1. All price quotations and remuneration charged by Training Academy Uden are the prices applicable at the time of the offer/formation of the agreement, excluding VAT, travel costs, and other costs falling under the agreement, unless otherwise agreed upon in writing;

6.2. The remuneration of Training Academy Uden is not dependent on the outcome of the assignment;

6.3. Regarding fees based on an hourly rate, an estimate of the number of hours to be spent on the assignment will be made in advance, as far as possible, based on experience and the facts and circumstances outlined by the counterparty;

6.4. Price changes of more than 10% give the counterparty the right to terminate the agreement, provided this is done in writing within seven days of receiving the relevant notice. Such termination does not entitle the counterparty to any compensation for damages;

6.5. Travel expenses are borne by the counterparty unless otherwise agreed upon in writing;

Article 7. PAYMENT

7.1. Payment must be made within 14 days from the invoice date, but no later than before the start of the first course day, without any right to discount or offset, at the office of Training Academy Uden or by deposit into a bank or giro account designated by Training Academy Uden;

7.2. The counterparty is in default after the expiration of the payment term mentioned in paragraph 1 of this article, without a notice of default being required, regardless of whether the delay can be attributed to the counterparty;

7.3. If the counterparty is in default with the payment of invoices, Training Academy Uden is entitled to suspend the work. Any resulting damage is for the account of the counterparty;

7.4. Without prejudice to its other rights, Training Academy Uden is then authorized to charge interest on the outstanding amount of 1% per month or part of a month, calculated from the respective due date;

7.5. All extrajudicial and judicial costs incurred by Training Academy Uden in the context of a dispute with the counterparty, both as claimant and defendant, shall be borne by the counterparty. Extrajudicial collection costs shall be determined in accordance with the Collection Costs Act. The judicial collection costs for the actual amount paid by Training Academy Uden for the procedure, even if this exceeds the liquidated procedural costs, shall also be borne by the counterparty;

7.6. Incoming payments shall serve to satisfy the oldest outstanding items, including interest and costs, even if the counterparty declares otherwise in this regard;

7.7. In the case of a joint assignment, each counterparty is individually jointly liable for payment of the entire invoice amount.

Article 8. DELIVERY TIME, DELIVERY, RISK

8.1. Deadlines for the completion of work are not considered firm deadlines and are only approximate, even if expressly accepted by the counterparty. In case of late delivery, Training Academy Uden will only be in default after written notice of default;

8.2. Unless it is established that execution is permanently impossible, the counterparty cannot dissolve the agreement due to exceeding the deadline, unless Training Academy Uden also does not or only partially execute the agreement within a reasonable period set by the counterparty in writing after the expiration of the agreed delivery time;

8.3. The specified or agreed delivery period is automatically extended by a reasonable period in any case, but not exclusively, when: – there is a delay due to any temporarily impeding circumstance for the performance, regardless of whether this can be attributed to Training Academy Uden; – the counterparty fails to meet one or more obligations towards Training Academy Uden or there is a well-founded fear that they will do so, regardless of whether the reasons for this are justified or not; – the counterparty does not allow Training Academy Uden to execute the agreement; this situation occurs, among other things, when the counterparty fails to provide the data, goods, or facilities necessary for the execution.

Article 9. EXECUTION OF THE AGREEMENT

9.1. Training Academy Uden will carry out the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship and based on the state of knowledge at that time. Training Academy Uden cannot guarantee the achievement of an intended result or legal consequence but will make every effort (best efforts) to ensure that the intended result or legal consequence occurs;

9.2. Training Academy Uden is entitled to outsource or have third parties who are not employees of Training Academy Uden perform the assignment or parts thereof without the counterparty’s permission;

9.3. The counterparty shall ensure that all data, which Training Academy Uden indicates as necessary or which the counterparty should reasonably understand as necessary for the execution of the agreement, is provided to Training Academy Uden in a timely manner. If the data required for the execution of the agreement is not provided to Training Academy Uden in a timely manner, Training Academy Uden has the right to suspend the execution of the agreement and/or charge the counterparty for any additional costs resulting from the delay at the usual rates;

9.4. If it has been agreed that the agreement will be executed in stages, Training Academy Uden may suspend the execution of those parts that belong to a subsequent phase until the counterparty has approved the results of the preceding phase in writing.

Article 10. NON-COMPLIANCE/ TERMINATION/SUSPENSION

10.1. Training Academy Uden is authorized to suspend the fulfillment of its obligations or to dissolve the agreement if: – the counterparty fails to fulfill the obligations under the agreement or does not fulfill them in full; – circumstances that have come to the attention of Training Academy Uden after the conclusion of the agreement give good reason to fear that the counterparty will not fulfill its obligations. If there is good reason to fear that the counterparty will only partially or inadequately fulfill its obligations, the suspension is only permitted to the extent that the breach justifies it; – the counterparty has been requested to provide security for the fulfillment of its obligations under the agreement upon conclusion and this is not provided or is insufficient;

10.2. Furthermore, Training Academy Uden is authorized to dissolve the agreement (or have it dissolved) if circumstances occur that are of such a nature that the fulfillment of the agreement is impossible or can no longer be expected according to standards of reasonableness and fairness;

10.3. If the agreement is dissolved, Training Academy Uden’s claims against the counterparty become immediately due and payable. If Training Academy Uden suspends the fulfillment of its obligations, it retains its rights under the law and the agreement;

10.4. Training Academy Uden always reserves the right to claim damages.

Article 11. LIABILITY

11.1. Training Academy Uden is not liable for damage to the counterparty or third parties resulting from incorrect or incomplete information or actions or omissions by or on behalf of the counterparty. Training Academy Uden will consult with the counterparty as much as possible before engaging third parties and will exercise due care in the selection of third parties to be engaged. However, Training Academy Uden is never liable for damage to the counterparty resulting from the actions or omissions of third parties in the exercise of their profession and who have been engaged by Training Academy Uden on behalf of the counterparty;

11.2. The liability of Training Academy Uden for a professional error resulting in damage to the counterparty is limited to the amount of the invoice. The counterparty is solely liable for shortcomings in the execution of the assignment to the extent that these are the result of Training Academy Uden not observing due care, expertise, and craftsmanship;

11.3. The counterparty is obliged to indemnify Training Academy Uden against all claims by third parties arising from or relating to the activities of Training Academy Uden on behalf of the counterparty;

11.4. Training Academy Uden excludes all liability for damage or injury resulting from or related to the counterparty’s compliance with advice provided by Training Academy Uden, unless there is intent or gross negligence on the part of Training Academy Uden;

11.5. Training Academy Uden cannot be held liable for the advice it provides;

11.6. Training Academy Uden can never be held liable for damage to goods used during the course;

11.7. Training Academy Uden is not liable for theft, loss, or damage to the property of participants;

11.8. Training Academy Uden is never liable for the occurrence of any consequential damage.

Article 12. FORCE MAJEURE

12.1. Parties are not obliged to fulfill any obligation if they are hindered from doing so as a result of circumstances that are not due to fault and are not for their account according to the law, a legal act, or generally accepted principles in society;

12.2. Force majeure, as used in these general terms and conditions, is understood to mean, in addition to what is understood by it in law and jurisprudence, all external causes, foreseen or unforeseen, over which Training Academy Uden cannot exercise any influence, but which prevent Training Academy Uden from fulfilling its obligations. Strikes in Training Academy Uden’s business are also included;

12.3. Training Academy Uden is also entitled to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after Training Academy Uden should have fulfilled its obligations;

12.4. During the period that force majeure continues, the parties can suspend the obligations under the agreement. If this period lasts longer than two months, either party is entitled to dissolve the agreement without obligation to pay compensation to the other party;

12.5. To the extent that Training Academy Uden has partially fulfilled its obligations under the agreement at the time of the occurrence of force majeure or will be able to do so, and the fulfilled or to be fulfilled part has an independent value, Training Academy Uden is entitled to separately invoice the already fulfilled or to be fulfilled part. The counterparty is obliged to pay this invoice as if it were a separate agreement.

Article 13. COMPLAINTS

13.1. Complaints about the work (training) performed must be reported by the counterparty to Training Academy Uden within 8 days after completion of the work (training). After this period, complaints will no longer be processed. Training Academy Uden will inform the counterparty in writing of the justified or unjustified findings within 18 working days after receiving the complaint. The notice of default must contain as detailed a description of the shortcoming as possible so that Training Academy Uden can respond adequately;

13.2. If a complaint is justified, Training Academy Uden will still perform the work as agreed unless this has become demonstrably pointless for the counterparty in the meantime. The latter must be communicated to the counterparty in writing;

13.3. If it is no longer possible or meaningful to perform the agreed work, Training Academy Uden will, at its discretion, either perform other work or grant a price reduction;

13.4. Complaints are not possible if: – the damage is caused by negligence on the part of the counterparty or because the counterparty has acted contrary to instructions, directions, and advice from Training Academy Uden; – the counterparty has not fulfilled its obligations towards Training Academy Uden (financially or otherwise).

Artikel 14. RESCHEDULING/DELAYED/CANCELLATION (COURSE)

14.1. The counterparty has the right to cancel participation in the assignment/training free of charge by registered letter up to 4 weeks before the training, unless otherwise agreed in an individual agreement with Training Academy Uden;

14.2. In the case of an ‘in-company course,’ if rescheduling occurs less than four weeks before the date but more than one (1) week before the date, 50% of the course fee will be charged. If rescheduling occurs within one (1) week of the agreed date, the full course fee is due;

14.3. In the case of an open course, if cancellation occurs up to four (4) weeks before the first day of the course, €30 (excluding VAT) will be charged. If cancellation occurs from four (4) weeks to one week before the first day of the course, 50% of the course fee will be charged. If cancellation occurs within one (1) week of the first day of the course, the full course fee is due, and the counterparty is not entitled to a refund of any amount already paid;

14.4. If a participant is unable to attend the course, they can be replaced by another participant, provided that the replacement is notified to Training Academy Uden no later than one (1) week before the first day of the course. No additional charges will be incurred for this replacement;

14.5. A participant who is unable to attend may be rescheduled to the same course on different dates upon request. When rescheduling, an administration fee of €19.50 (excluding VAT) will be charged. If rescheduling occurs within one week before the first day of the course, these costs will be 25% of the course fee, with a minimum of €19.50;

14.6. Training Academy Uden reserves the right to cancel the course up to three (3) days before the first day of the course. The counterparty will be promptly informed of this. Training Academy Uden will refund the course fee paid by the counterparty. If possible, Training Academy Uden will offer an alternative to the counterparty. If the counterparty chooses this alternative, the course fee will not be refunded;

14.7. Cancellation by the counterparty is increased, if necessary, by any damage suffered by Training Academy Uden as a result of the cancellation;

14.8. If the counterparty, or a participant designated by the counterparty, terminates participation after the start, or otherwise does not participate, there is no entitlement to any refund;

14.9. Training Academy Uden reserves the right to remove participants who disrupt the normal course of events without a refund of the amount paid.

Artikel 15. INTELLECTUAL PROPERTY RIGHTS

Training Academy Uden retains all rights (intellectual property) with respect to the goods delivered by it, manufactured materials, and documents in the broadest sense, in particular copyright in all works as referred to in Article 10 of the Copyright Act. The counterparty undertakes not to violate or impair these rights in any way, directly or indirectly, by use or otherwise, and acknowledges that Training Academy Uden is entitled in this regard.

Artikel 16. PARTIAL INVALIDITY

If one or more provisions of this agreement with the counterparty are not or not entirely legally valid, the remaining provisions will remain in full force. Instead of the invalid provisions, a suitable provision will apply that approximates the intention of the parties and the economic result they pursued as closely as possible in a legally effective manner.

Artikel 17. PLACE OF PERFORMANCE, APPLICABLE LAW, COMPETENT JUDGE

17.1. The place of business of Training Academy Uden is the place where the counterparty must fulfill its obligations to Training Academy Uden, unless mandatory provisions prevent this;

17.2. Only Dutch law applies to all offers and agreements of Training Academy Uden;

17.3. All disputes arising from the agreement concluded between the counterparty and Training Academy Uden, as well as any subsequent agreements that may result from it, will be settled by the competent judge.

Artikel 18. AMENDMENT, INTERPRETATION, AND LOCATION OF THE TERMS

18.1. These terms and conditions have been deposited at the Chamber of Commerce;

18.2. In the event of an interpretation of the content and scope of these general terms and conditions, the Dutch text shall always be decisive;

18.3. The last deposited version or the version that applied at the time of the conclusion of the agreement shall always apply.