Article 1. Definitions

Contractor: Leadership Matters at De Rijp.

Client: the natural person or legal entity which commissioned the Contractor to undertake work. 

“Open Programme”: a programme for which employees of various organizations can register.

“In-company programme”: a programme that is designed exclusively for employees of the Client.

“Other costs”: costs the Contractor shall pay third parties in the context of the relevant assignment, including: location, accommodation costs, audiovisual means, tickets and external speakers.

Article 2. Applicability

  1. These terms and conditions shall apply to any agreement between the Contractor and the Client pursuant to which the Contractor performs, or will perform, work.
  2. Deviations from these terms and conditions only apply if, and to the extent that, they have been agreed in writing between the Parties.
  3. Any purchase or other general terms and conditions of the Client shall not apply unless expressly accepted by the Contractor. 

Article 3. Offers / Conclusion of the Agreement

  1. Any offer from the Contractor shall be without engagement, unless stated otherwise in writing. 
  2. Agreements for performance of work are concluded if, and as soon as the registration form and/or confirmation of the assignment, completed and signed by the Client, has been received by the Contractor. 

Article 4. Execution of the Assignment

  1. Offers from the Contractor are based on the information provided by the Client. The Client guarantees that, to the best of its knowledge, it provided all the essential information required for the planning and performance of the work. The Contractor shall perform the services to be provided to the best of its knowledge and abilities, in accordance with high standards. This obligation has the nature of a best efforts obligation.
  2. When it becomes evident during performance of the work that there are circumstances requiring a different approach, deviations from the original assignment can be agreed upon. Both the Client and the Contractor are under an obligation to identify these circumstances in a timely fashion and to discuss the consequences for the assignment and any (additional) costs and to record these in writing.
  3. Without permission from the Contractor, it is not allowed that a part of the assignment will be missed. If this happens, the Contractor has the right to exclude the participant from further participation without the participant being entitled to a (partial) refund of the registration fee and/or other costs due. When further participation is possible, but a catch-up session is needed, the costs hereof will be charged as additional costs on the basis of the Contractor’s current hourly coaching fee.

Article 5. Cancellation by the Client

  1. Notice of cancellation must be made in writing. Cancellation date is the date of receipt by the Contractor of the cancellation notice.
  2. Cancellation of an “open programme”: 
  • Until 4 weeks before the start date: free of charge; less than 4 weeks before the start date: 100% of the agreed price. In case of cancellation, the accommodation costs will be charged in full. 
  • The cancellation provisions no longer apply when the Client registers another replacement participant for the programme – fitting the profile of the programme. 
  • Not appearing on the first day of the programme is considered to be a cancellation. Participants failing to appear on the first day of the programme will not be allowed to follow the rest of the programme.
  1. Cancellation of an “in-company programme”: 
  • Until 8 weeks before the start date: other costs (which are the costs the Client has to pay third parties, including location, accommodation costs, audiovisual means, tickets, external speakers and the like); between 8 weeks and

4 weeks before the start date: 50% of the amount agreed upon, plus other costs; cancellation within 4 weeks of the start date: 100% of the amount agreed upon for the programme, plus other costs.

  1. Cancellation of coaching: 
  • Until 48 hours before the agreed time: free of charge; less than 48 hours: 100% of the fee.

Article 6. Change of dates at the request of the Client

  1. For an “open programme”:
    • Once only there is an option to move to the next similar programme that has space available, free of charge, provided that no later than 8 days before the start of the original programme the Contractor has been informed in writing. In case of moving to the next programme, the accommodation costs will be charged in full. In case of cancellation after moving to a next programme, the total costs will be charged in full. 
  2. For an “in-company programme”: 
    • Until 2 months before the start of the programme: performance costs plus other costs; between 2 months and the start date: 50% of the amount agreed upon plus performance costs and other costs. 
    • A second change and changes causing the new date to be 6 months later than the original date, are considered to be a cancellation. 
  3. For coaching: 
    • Until 48 hours before the agreed time: free of charge; less than 48 hours: 100% of the fee.

Article 7. Cancellation / Contractor moving the dates

  1. If there are insufficient applications for an “open programme”, the Contractor always has the right to cancel the programme and to not accept an application without being held liable to pay damages or costs. The Client will receive notice of cancellation no later than 2 weeks before the start of the programme. Any course fee already paid will be refunded. 
  2. If an assignment cannot be executed on the planned dates due to force majeure (including sickness) on the part of the Contractor and replacement is not an option, the Client will be informed as soon as possible. New dates will be agreed after consultation. Moving dates due to the above-mentioned reasons does not give a right to cancellation or damages.

Article 8. Payment

  1. Unless expressly agreed otherwise, payment shall be made within 14 days of the invoice date.
  2. The Contractor has the right to refuse participation of the Client, or participation of a participant designated by the Client, in a course or to suspend execution of the assignment, if the Client has not fulfilled its payment obligations in time.

Article 9. Copyright

  1. The copyright on brochures, workbooks, course materials, reports, proposals and other documents related to the work issued by the Contractor, rests with the Contractor unless another copyright owner has been indicated on the work itself. If the Client makes available for the assignment: drawings, designs, schedules or other indications in the broadest sense of the word, the Clients assumes full responsibility and liability that by the execution of the assignment no intellectual property rights of third parties will be violated or any other right will be infringed. The Client shall indemnify the Contractor against any claims in this respect.

Article 10. Confidentiality

  1. The Contractor undertakes to maintain confidentiality of any confidential information regarding the Client. Any reports, accounts and such on the organization of the Client shall therefore not be provided to third parties for inspection. 
  2. With regard to coaching, training or other programmes, personal information of participants shall not be provided to third parties or the employer except with the express permission of the participant in question.

Article 11. Liability

  1. Any liability of the Contractor for damage arising from, or related to, any attributable breach or wrongful act, or based on another legal ground, shall be limited to the amount paid by the liability insurer of the Contractor in that particular case, plus its excess under the insurance.
  2. In the event that the liability insurer does not proceed to make payments, the liability for the total damage arising from, or related to the agreed activities, shall be limited to the amount paid by the Client to the Contractor, for the work in respect to which the damage has arisen. For assignments with a longer term, the liability will be limited to the invoice amount over the last six months.
  3. The Client indemnifies the Contractor against any claims from third parties, including its employees.

Article 12. Applicable law and competent court

  1. Any agreements and legal relationships with the Contractor shall be governed by Dutch law. Any disputes between the Client and the Contractor shall be submitted to the competent court in Alkmaar.