General terms and conditions
Article 1 Definitions1. In these General Terms and Conditions, the following words have the following meanings:
a. Contractor: private company with limited liability Bureau Zuidema BV;
b. Customer: the natural person or legal entity that is entering into an agreement with Bureau Zuidema BV or is requesting a quotation with that purpose in mind;
c. Agreement: the Agreement which has been concluded between the Customer and Bureau Zuidema BV and which relates to an assignment to provide courses, training or other learning activities or to the Customer’s participation therein, or an assignment to provide consultation, coaching and interventions in the broadest sense of the word;
d. Open Learning Programmes: courses, training and other learning activities for which participants register on an individual basis;
e. In-Company Assignments: courses, training and other learning activities which Bureau Zuidema BV provides for the Customer only.
2. These General Terms and Conditions apply to all quotations submitted by the Contractor and to all Agreements concluded between the Customer and the Contractor.
3. Variations from these General Terms and Conditions will only be binding if and in so far as these have been confirmed by the Contractor in writing.
4. Purchase terms and conditions of the Customer do not apply, unless they have been accepted by the Contractor in writing.
Article 2 Code of Conduct
1. The Contractor is associated with the Dutch Council of Agencies Offering Advice to Organisations (ROA) and with the Dutch Association of Training Institutes in the Netherlands (VETRON), and considers himself bound by the codes of conduct laid down by these organisations. This means that:
a. the Contractor refrains from doing anything that might harm the dignity of his profession;
b. the Contractor only takes on a job if he can take responsibility for carrying it out professionally and thoroughly;
c. the Contractor will not accept or continue an assignment if an independent and objective opinion is jeopardised by a personal relation with the Customer;
d. the Contractor undertakes not to disclose any confidential information that comes to his attention;
e. the Contractor will ensure that he and the Customer arrive at and keep to a clear consensus regarding the content of one and another assignment;
f. the Contractor will do his utmost to achieve the result intended under the aforementioned consensus, without, however, guaranteeing it;
g. in principle, the Contractor’s fee is determined by the work put in on, and the costs incurred for, an assignment: the size of the fee does not depend on the result of the work;
h. if problems arise because other advisers (organisatieadviseurs) are working for the Customer, the Contractor will act in such a way that the interests of the Customer remain central;
i. during the course of an assignment, the Contractor will not offer people employed by the Customer any positions in his office or with one of his other customers.
Article 3 Status of Quotation
1. Quotations submitted by the Contractor are without obligation, unless the quotation specifies otherwise.
Article 4 Establishment of the Agreement
1. The Agreement between the Contractor and the Customer takes effect once the Customer signs the appropriate registration form, once the written confirmation is signed by the Contractor and the Customer, or once the Contractor confirms in writing that he has received a registration or assignment by email.
2. Additional arrangements or adjustments made after the establishment of the Agreement as well as (oral) arrangements and/or promises made by employees of the Contractor, will only be binding upon the Contractor if they have been confirmed in writing.
Article 5 Prices and Price Changes
1. Prices offered or agreed are:
a. based upon the salaries, labour costs, and social security and government charges or taxes at the time of the submission of the quotation or the establishment of the Agreement;
b. inclusive of travelling, accommodation and materials costs, it being understood that reproduction costs for large numbers of reports or syllabi which are required for the performance of the Agreement are not included in the price;
c. exclusive of costs for the rental of audio-visual equipment;
d. exclusive of costs for the rental of the venue;
e. exclusive of accommodation costs for instructors, trainers or consultants;
f. exclusive of VAT.
2. Notwithstanding the provisions of paragraph 1, Open Learning Programmes are offered at a fixed price which includes all costs except the costs for the rental of the venue and the costs for the accommodation of the Contractor.
3. The Contractor reserves the right to change prices in response to market developments, circumstances beyond his control or unforeseen circumstances, including pay rises and increased social security and government charges, even if the prices have been confirmed in writing, provided that at least three months have elapsed between the establishment of the Agreement and the commencement date of the Agreement.
Article 6 Cancellation and Alteration of In-Company Assignments
1. Cancellation of In-Company Assignments must be made in writing.
2. If an In-Company Assignment is cancelled, the Customer must pay one quarter of the agreed price if at least one month has elapsed between the date of the written notice referred to in paragraph 1 and the agreed commencement date of the Assignment, not including the date of the written notice and the commencement date of the Assignment.
3. If an In-Company Assignment is cancelled less than one month before the agreed commencement date of the Assignment, the Customer must pay:
4. 100% of the agreed price if the In-Company Assignment is for six days or less;
5. 50% of the agreed price if the In-Company Assignment is for more than six days.
6. In case of cancellation, costs which the Contractor has incurred with respect to the performance of the Assignment will be charged to the Customer in full.
7. Alterations to the dates and/or the nature and scope of the Agreement must be agreed with the Contractor.
Article 7 Cancellation and Alteration of Open Learning Programmes
1. Cancellation of Open Learning Programmes must be made in writing.
2. If an Open Learning Programme is cancelled, the Customer:
3. does not have to pay the agreed price if notice of cancellation is given four weeks or more before the agreed commencement date of the Programme;
4. must pay the agreed price in full if notice of cancellation is given up to four weeks before the agreed commencement date of the Programme.
a. The Customer may make alterations to the Programme in writing.
b. In case of alteration of the Programme in accordance with the provisions of paragraph 3, the Customer must pay:
5. 25% of the price if the alteration is made between four and two weeks before the agreed commencement date of the Programme;
6. 50% of the price if the alteration is made up to two weeks before the agreed commencement date of the Programme.
a. If the provisions of paragraph 2 or paragraph 4 of this Article are applied, the posting date of the written notice referred to in paragraph 1 or paragraph 3 and the agreed commencement date of the Programme will not be counted.
b. If the Customer does not appear on the agreed commencement date of the Programme or irregularly attends afterwards, the Contractor has the right to regard this as a cancellation of the entire Programme.
c. If the Customer is unable to attend, the Customer may send a substitute to participate in the Programme for which he or she has registered, at the agreed fee.
Article 8 Cancellation of Hotel Bookings
1. The Contractor works with the Bakker & Schnabel accommodation agency on the booking of overnight stays at hotels.
2. The Customer is responsible for the cancellation of a booking.
3. Any costs for late cancellation will be charged to the Customer.
4. The invoice for the hotel reservation will be sent by Bakker & Schnabel.
Article 9 Force Majeure
1. In the event of force majeure, the Contractor reserves the right to cancel or alter assignments, to move assignments to another time or location, or to postpone assignments until the circumstances of force majeure have ceased.
2. If it has been established that the circumstances of force majeure are of a permanent nature, either party may dissolve the Agreement and the Contractor will refund the invoice amount with due observance of paragraphs 4 and 5 of this Article, unless dissolution takes place after the assignment has been moved upon the request of the Customer, in which case there will be no refund.
3. Circumstances of force majeure include but are not limited to inavailability of trainers/consultants due to unforeseen circumstances (with respect to trainers/consultants including sickness).
4. The Contractor has the right to invoice the Customer for work carried out under the relevant Agreement before the circumstance preventing performance of the Agreement arose.
Article 10 Invoicing
1. Payment must be made within 28 days of the posting of the invoice, without prejudice to the right of the Contractor to demand advance payment as he sees fit.
2. In the event of non-payment within the term referred to in paragraph 1, the Customer is in default, without a notice of default being required, and the Customer must pay an interest rate of 1% per month over the outstanding amount.
3. All costs that the Contractor incurs for the purpose of collecting amounts that the Customer owes to the Contractor will be payable by the Customer. Extrajudicial costs (including a reasonable compensation for the time spent on collecting outstanding amounts by the Contractor) are set at 15% of the principal sum, with a minimum of €500.
Article 11 Copyright
1. Unless otherwise agreed with the Customer, all our reports, syllabi, forms, and similar items are protected by copyright.
2. This also implies that we do not give Customers the right to make copies for their employees.
Article 12 Liability
1. The Contractor is not liable for any failure in the performance of obligations ensuing from the Agreement, unless the Customer demonstrates that the failure was caused by wilful misconduct or gross negligence on the part of the Contractor.
2. The Contractor is not liable for any direct and/or indirect consequential loss, including loss due to business interruption.
3. If the Contractor, with due observance of legal provisions, provisions in the Agreement and provisions in these General Terms and Conditions, should be liable to the Customer, this liability is limited to the price agreed for the performance of the Agreement. If the Agreement is a continuing performance agreement, this liability is limited to the price agreed for one year or to a maximum amount of €454,000, whichever is lower.
4. The Customer is liable for any loss which the Contractor's employees suffer in relation to the performance of the Agreement and the Customer undertakes to indemnify the Contractor against claims from these employees.
5. If and in so far as sporting or similar activities are carried out for the performance of the Agreement, it is up to the participants themselves to judge if they are physically capable of participating. Participation is at risk of the participant.
6. In case of cancellation under this Article, the Contractor will never be liable for the compensation of any loss suffered by the Customer as a result of this.
Article 13 Course Quality Control
1. Quality control for courses offered by VETRON members is carried out by the independent organisation Centre for Documentation and Information on External Courses Offered to Businesses (CEDEO). The CEDEO-VETRON contract-evaluation protocol is applicable to all tenders and assignments related to our training programmes.
2. CEDEO does spot checks on assignments carried out by VETRON institutes. Subsequently, the Customers are requested to fill out a comprehensive questionnaire. The information that Customers provide is used by CEDEO for periodic reports to VETRON’s Committee for Authorisation and Testing for the purpose of monitoring the quality of courses offered by its members, for information and advice to companies and organisations that wish to choose courses or an institute that offers them, and for periodic reports to VETRON institutes on the appraisal of their courses by the "market".
Article 14 Complaints Procedure
1. The Contractor has a complaints procedure that applies to all services rendered to Customers.
2. Complaints must be made in writing to the Management of the Contractor, within one week of the conclusion of the assignment or part thereof.
3. The Management of the Contractor will contact the Customer within two week to discuss the settlement of the complaint.
4. The Contractor will notify the Customer of the result of the decision in writing.
Article 15 Conclusion
1. All Agreements between the Contractor and the Customer are governed by Dutch law.
2. Any disputes ensuing from Agreements concluded between the Contractor and the Customer will be submitted to the Civil Court of Arnhem, the Netherlands, without prejudice to the right of the Contractor to apply to another legally competent court.