General terms and Conditions COURIUS
Our General Terms and Conditions apply to the services supplied by COURIUS B.V. as filed with the Chamber of Commerce.
ARTICLE 1 – GENERAL
In these regulations, the following terms are understood to mean:
- Client: the natural person or legal entity who has instructed COURIUS to perform the work.
- Organisation adviser/(team)coach/trainer: the person who performs the assigned work for COURIUS.
- Materials: all items made available to COURIUS by the Client, including documents or data carriers, as well as items produced for the purposes of the performance of the work by COURIUS, including documents or data carriers.
- Parties: The Client and COURIUS together.
ARTICLE 2 – APPLICABILITY
- The General Terms and Conditions apply to all legal relationships between the Parties. Alterations to these terms and conditions should be confirmed by both parties explicitly and in writing.
- In so far as rules of conduct and professional practice apply for the organisation adviser/(team)coach/trainer, these are part of the agreement. The Client declares that it will always fully respect the obligations arising from this for COURIUS.
- If one or more of the provisions of these General Terms and Conditions are void or nullified, the Parties will establish in consultation with each other one (or more) replacement provision(s) that are approximate as far as possible to the purpose and the essence of the void or nullified provision and which is (are) not void or nullifiable.
ARTICLE 3 – FORMATION OF THE AGREEMENT
- The formation of a proposal is free of obligation for the Client unless the time investment exceeds a reasonable period and the Client and COURIUS therefore come to another agreement.
- A proposal is valid for three months. During this period, alterations may occur which necessitate consultation about the feasibility of the work. After this date, the Parties will enter into consultation with each other about the consequences of the delay.
- The agreement will come into effect when COURIUS notifies the Client, either in writing or verbally, that it accepts the assignment and the Client has informed COURIUS in writing that the assignment has been given.
- The agreement will be entered into for an indefinite period, unless as a result of the content, nature or purpose of the given assignment this has been entered into for a definite period.
ARTICLE 4 – THE PROVISION OF INFORMATION BY THE CLIENT
- The Client is obliged to provide all data and materials which, in the opinion of COURIUS, is necessary for the proper performance of the assignment given, in good time and in the desired form and manner.
- The Client will notify COURIUS of all other information which is relevant to the performance and completion of the assignment.
- The Client vouches for the correctness, completeness and reliability of the data and materials made available to COURIUS, also if these come from third parties, in so far as nothing else arises from the nature of the assignment.
- The Client is obliged to inform COURIUS immediately about facts or circumstances that could be signficant in connection with the performance of the assignment.
- If and in so far as the Client makes such a request, the materials provided will be returned to him.
- Extra costs and extra fees arising from the delay in the performance of the assignment which has arisen from the non-provision, untimely or improper provision of the required data and materials, will be payable by the Client.
ARTICLE 5 – PERFORMANCE OF THE ASSIGNMENT
- COURIUS will ensure that the work is performed by the organisation advisers(team)coaches/trainers to the best of their ability, exercising the due care expected of a professional practitioner. COURIUS cannot, however, guarantee the achievement of any intended result.
- COURIUS may for the proper performance of an assignment make use of organisation advisers/(team)coaches/trainers who perform to a high standard at the required level, but who are not employees of COURIUS within the meaning of the law.
- COURIUS will determine the way in which the assignment is carried out and by whom, but will still take into consideration the requirements expressed by the Client as much as possible. If the assignment has been given with a view to it being performed by a certain person who works at or with COURIUS – except and in so far as the Client and COURIUS have explicitly and in writing agreed otherwise – this does not imply that the work may only be carried out by this person or be under this person’s responsibility, neither that the assignment ends on the death of this person, nor that this person can be considered (partly) liable for a failure in the performance of the assignment. For this reason, the articles in Book 7 section 404 and Book 7 section 407 paragraph 2 of the Dutch Civil code are explicitly not applicable.
ARTICLE 6 – USE OF INFORMATION
- COURIUS is bound not to disclose any confidential information it has acquired within the scope of the agreement to a third party who is not involved in the performance of the assignment, unless it has a legal or professional obligation to disclose. Information is considered to be confidential if this has been stated by the Client or if this ensues from the nature of the information.
- COURIUS is not entitled to use information made available to it by the Client for another purpose than that for which it was acquired. However, an exception will be made to this if COURIUS acts for itself in disciplinary, civil or criminal proceedings, for which these documents may be of importance.
- COURIUS is entitled to use statistical results acquired following processing, (for example, evaluations), for statistical or comparative purposes, provided that the results cannot be traced back to individual Clients.
- COURIUS is entitled to use the case histories of a Client, provided that these cannot be traced back to an individual team or person, for (communication) purposes, also for the Client concerned.
- COURIUS reserves the rights and powers to which it is entitled in accordance with the Copyright Act with regard to documents and suchlike that have been supplied to a client or participant in a training programme, unless another copyright owner of the work itself has been indicated. The client or participant in a training programme will neither publish nor reproduce in any way whatsoever information from sections and/or extracts or any material without the explicit written consent of COURIUS.
- COURIUS is entitled to use knowledge acquired during the performance of its side of the agreement also for other purposes, in so far as no strictly confidential information from the Client is passed on to third parties.
ARTICLE 7 – FEES AND CANCELLATION
- COURIUS’ fee is not dependent on the result of the given assignment and is calculated with due observance of COURIUS’ customary rates and is payable as and when the work has been carried out by COURIUS for the Client, based on the actual time spent, unless the Parties have agreed otherwise.
- COURIUS’ fee, plus disbursements where necessary (such as office expenses, materials, travel and accommodation expenses) and declarations from engaged third parties, will as a rule be charged to the Client each month, unless the Parties have made other arrangements for this.
- If, for reasons on the Client’s side, a given assignment or one of the interventions within the assignment cannot go ahead, the following cancellation provisions will apply, provided that the time can no longer be sold by COURIUS:
1. until 6 weeks before the start: no fee;
2. until 5 weeks before the start: 33% of the amount quoted;
3. until 4 weeks before the start: 67% of the amount quoted;
4. until 3 weeks before the start: 100% of the amount quoted.
5. Obligations entered in to by COURIUS on behalf of the Client or for the purposes of the assignment which cannot be reversed/cancelled, or a reimbursement required in line with the General Purchase Conditions for the Horeca (hotels, restaurants and cafés) will be payable by the Client.
6. Registration for a training programme via the COURIUS website is considered as ‘distance buying’ and gives the consumer a legal right to a reflection period of 14 days. If a consumer wishes to make use of this ‘approval period’, the consumer should notify us within fourteen working days after registration by email to email@example.com that he/she wishes to withdraw the registration for the training programme under the provisions of the statutory approval period.
7. Cancellation of participation in a training programme via the website should be done by sending an email to: firstname.lastname@example.org. The date and time of receipt of the cancellation will determine what costs will have to be paid:
- Cancellation is free of charge until 10 working days before the start of the training programme.
- If cancellation takes place less than 10 working days before the start of the training programme, the student will be obliged to pay the full costs of the training programme.
- In the event of partial participation or early termination by the student, the costs will not be refunded.
- In the event of an inability to participate following payment, it will be possible to come to an agreement regarding participation in a subsequent training programme
ARTICLE 8 – PAYMENT
- Payment by the client should take place within the agreed periods of time, without deduction, discount or setoff, but in any case no later than 30 days after the invoice date. If the payment is not made on time, the Client will be in default by operation of law. Payment must be made in Dutch currency or in the currency indicated on the invoice by transfer to a bank account indicated by COURIUS.
- All reasonably incurred extra judicial collection costs, also including lawyer’s and bailiff’s costs incurred by COURIUS as a result of the Client’s failure to fulfil its payment obligations, will be payable by the Client. The extrajudicial collection costs are at all times the minimum amount that would be due in accordance with the Rapport Voorwerk II used by the Court or the actual costs if these are higher. From the moment the Client is in default, it will also owe default interest equal to the current statutory interest rate, plus 2% on an annual basis.
- If, in the opinion of COURIUS, the financial position or the payment history of the Client gives grounds for this, COURIUS is entitled to require the Client to provide (supplementary) security immediately in a manner to be determined by COURIUS. If the Client fails to provide the required security, COURIUS is entitled, without prejudice to its other rights, to suspend the further performance of the agreement immediately or to terminate the agreement, and everything that is owed by the Client to COURIUS of whatever nature will be immediately due and payable.
- In the case of a jointly given assignment, the Clients will be jointly and severally liable to pay the invoice amount, in so far as the work for the joint Clients has been carried out.
ARTICLE 9 – PERIODS OF TIME
- If the Client owes an advance payment or if he needs to provide information and/or materials for the performance, then the period of time during which the work must be completed will not commence before the entire amount has been
received, respectively the information and/or materials have been completely provided.
- Periods of time during which the work must be completed are only to be considered as firm deadlines if this has been explicitly agreed.
- The agreement may not – unless it is indisputable that performance remains impossible – be terminated by the Client due to exceeding the deadline, unless COURIUS also does not perform or partly perform the agreement within a reasonable period of time indicated to him in writing after the expiry of the agreed period of time. Termination is then permitted in accordance with Article 265, Book 6 of the Dutch Civil Code.
ARTICLE 10 – TERMINATION
- Parties may terminate the agreement at all times, but with at least one month’s notice.
- Article 7, paragraph 3 (cancellation) remains fully applicable.
- The other party must be notified of the termination in writing.
ARTICLE 11 – LIABILITY
- With respect to the Client, COURIUS is liable for an attributable failure in the performance of the assignment in so far as this relates to failure to exercise the care and professionalism that may be relied upon in the performance of the assignment. However, COURIUS is not liable for:
1. damage to the Assignment or third parties arising from the provision of incorrect or incomplete details or information by or on behalf of the Client to COURIUS.
2. indirect or consequential damage to the Client or third parties.
- COURIUS has the right at all times to remedy as far as possible damage suffered by the Client.
- If the Client is considering holding COURIUS liable for the compensation of damage, it is obliged to enter into consultation with COURIUS first, before going ahead with the claim for liability.
- The liability of COURIUS for a failure in the performance of the assignment as well as for an unlawful act is limited to the fee owed by the Client to COURIUS had the work been carried out properly.
- The liability of COURIUS for damage suffered by the Client owing to the attributable failure in the fulfilment of the agreement, or owing to the committing of an unlawful act with respect to the Client, will be limited to the amount paid out as appropriate under the business liability insurance of COURIUS for which it is eligible, plus the amount of the excess which, under the policy conditions, is not borne by the insurer.
- A claim for compensation of damage must be submitted to COURIUS within 12 months after the Client has discovered the damage or could have discovered it, failing which the right to compensation will lapse.
- The exclusions and limitations of the liability of COURIUS, ensuing from this article, are not applicable in so far as the damage is a consequence of intent or deliberate recklessness by COURIUS.
ARTICLE 12 – RIGHTS OF SUSPENIONS AND RETENTION
- COURIUS has the power to suspend the fulfilment of its obligations until all identifiable claims against the Client have been fully settled.
- The power referred to in the first paragraph also covers the issue of materials or other items to the Client or third parties.
ARTICLE 13 – FINAL STIPULATIONS
- All agreements between the Client and COURIUS to which these General Terms and Conditions apply are exclusively governed by Dutch law.
- All disputes in connection with agreements between the Client and COURIUS, to which these terms and conditions apply, will be settled by the court which has jurisdiction in ‘s-Hertogenbosch.