General Terms and Conditions of Delivery of Bureau Zuidema.
In these general terms and conditions of Bureau Zuidema (hereinafter referred to as the “Terms and Conditions”) the following is understood to mean:
- a) Bureau Zuidema: the private limited liability company Bureau Zuidema BV and / or Zuidema Learning Solutions BV as well as all affiliated companies to the extent that they have declared the Terms and Conditions applicable;
- b) Client: any natural person, partnership, legal or other entity that enters into an Agreement with Bureau Zuidema, or negotiating the formation of such Agreement, or requesting a quotation for this purpose or with respect to whom Bureau Zuidema performs any act, juridical or otherwise;
- c) Agreement: any Agreement concluded between the Client and Bureau Zuidema concerning the participation of the Client or its employees in or the assignment to provide courses, training and other forms of learning activities, or the assignment to provide consultation, coaching and interventions in the broadest sense of the word, as well as any act, juridical or otherwise, in preparation of and / or execution of this Agreement, as well as Open Training Programmes and In-Company Training Courses.
- d) Open Training Programmes: courses, training and other learning activities and programmes for which for which registration is made on an individual basis;
- e) In-company Training Courses: courses, training and other learning activities and programmes which are offered by Bureau Zuidema (exclusively) to the Client;
- f) Services: all services or activities that form the subject of the Agreement, including but not limited to offering training programmes, customised services, learning and development programmes, talent, team and MD programmes, consulting programmes on structure and (learning) culture, including the provision of certain course and training material, and access to digital learning platforms;
- g) Employee: any legal entity or natural person, whether or not employed by Bureau Zuidema, charged with performing the Agreement or the Services on behalf of Bureau Zuidema.
Article 1 – General
- These Terms and Conditions form part of all Agreements and apply to all related acts, juridical or otherwise, connected thereto and performed by Bureau Zuidema and the Client, including offers and quotations.
- The applicability of any terms and conditions or stipulations of the Client is specifically excluded by Bureau Zuidema.
- If an Agreement has been concluded with more than one Client, all these Clients will be jointly and severally liable to comply with all obligations to which a Client is subject pursuant to the Agreement
- Any changes or additions to these Terms and Conditions and / or the Agreement will only apply if and insofar as they have been recorded by Bureau Zuidema in writing and apply exclusively to the relevant Agreement.
- Contrary to the provisions of Sections 7: 404, 7: 407 paragraph 2 and 7: 409 of the Dutch Civil Code, all activities, irrespective of whether the assignment has been granted in view of a particular person, be accepted and performed by Bureau Zuidema, and the managing directors and those employed by the company will not be personally bound or liable and the assignment granted to Bureau Zuidema will not end due to their death, placement under curatorship, suspension of payments or bankruptcy.
- The Client with whom an Agreement was concluded on the basis of the Terms and Conditions, agrees to the applicability of these Terms and Conditions to subsequent Agreements.
- Bureau Zuidema takes privacy seriously. By agreeing to our General Terms and Conditions, the Client has also taken note of the Privacy Statement from Bureau Zuidema.
Article 2 – Quotations and Formation of Agreements
- Quotations submitted by Bureau Zuidema are without obligation, unless stated otherwise in the quotation. The Client cannot derive any rights from manifest clerical errors and / or errors contained in the quotation.
- The Agreement between Bureau Zuidema and the Client will only be formed if and insofar as:
a) Bureau Zuidema has received the written confirmation signed by Bureau Zuidema and the Client or Bureau Zuidema has accepted the assignment in writing by means of a digitally sent notification or confirmation;
b) the Client has signed the designated registration or application form.
- Bureau Zuidema will only be bound by additional agreements or changes made after the formation of the Agreement and by (verbal) agreements and/or commitments made by Staff Members of Bureau Zuidema if these have been confirmed in writing by Bureau Zuidema.
Article 3 – Execution of the Agreement
Bureau Zuidema is a member of the Dutch Board of Organisational Consultancy Bodies (Raad van Organisatieadviesbureaus, ROA) and with the Dutch Council for Training and Education (Nederlandse Raad voor Training en Opleiding, NRTO) and considers itself bound by the codes of conduct and general terms and conditions of these organisations, including the implementation of any quality controls. These codes of conduct and general terms and conditions can be consulted on www.roa-advies.nl and www.nrto.nl .
Article 4 – Prices and price changes
- Prices offered and agreed upon are:
a) based on the wages, labour costs, and social insurance and government charges or taxes applicable at the time of the submission of the quotation or the formation of the Agreement;
b) excluding travel and accommodation expenses and cost of materials;
c) excluding the costs of any rental of audio-visual equipment, the use of digital online and offline learning platforms, performance tools, analysis and management information and (interactive) learning tablets;
d) excluding costs for the rental of the venue;
e) excluding accommodation costs for instructors, trainers and consultants;
f) excluding VAT.
- Contrary to the provisions of paragraph 1, Open Training Programmes are offered at a fixed price which includes all costs, excepting VAT, and with the exception of the costs of the rental of the venue and the costs for the accommodation of the Client.
- Bureau Zuidema is entitled to change the prices in response to market developments, a situation of force majeure or unforeseen circumstances, including pay rises and increases in social insurance and governmental changes, even if the prices have been confirmed in writing, provided that more than 3 months have elapsed between the formation of the Agreement and the effective date of the Agreement.
Article 5 – Invoicing
- Payment must be made within 28 days of the date of the invoice, without prejudice to the right of Bureau Zuidema to demand payment in advance as it sees fit.
- All amounts charged to the Client must be paid without discount or deduction. The Client is not authorised to make a set-off.
- In the event of non-payment within the period referred to in paragraph 1, the Client will be in default, without a notice of default being required, and the Client will owe an interest payment on the outstanding amount which is equal to the statutory interest rate applicable in the Netherlands at that time, plus a 3% surcharge.
- All costs incurred by Bureau Zuidema for the collection of the amounts owed by the Client to Bureau Zuidema are at the expense of the Client. Extrajudicial costs (including a reasonable compensation for the time spent by Bureau Zuidema on collecting the amounts) are set at a minimum of 15% of the principal sum due, with a minimum of EUR 250.00.
Article 6 – Force majeure
- Force majeure is understood to be any circumstance beyond the control of the parties, as a result of which full or partial performance of the obligations of one party to the other party is prevented or as a result of which performance of its obligations cannot reasonably be required from a party, irrespective of whether this circumstance was foreseeable at the time the Agreement was concluded. These circumstances also include: illness or insufficient availability of trainers and consultants and/or breach of contract by or delay on the part of any supplier(s) of Bureau Zuidema and any third parties engaged by Bureau Zuidema in connection with the performance of the agreement or their staff and/or measures taken by any government agency, as well as the absence of any government permit to be obtained.
- In the event of force majeure, both parties reserve the right to cancel or alter assignments, or to postpone assignments until the circumstances of force majeure have ceased. In the event of force majeure, the Client will not be entitled to any compensation, not even if Bureau Zuidema may in any way benefit from the circumstances of force majeure.
- If it has been established that the circumstances of force majeure are of a lasting nature, either party is entitled to terminate the Agreement and Bureau Zuidema will refund the invoice amount with due observance of paragraph 4 of this Article, unless the Agreement is dissolved after the assignment has been moved at the Client’s request, in which case the amount will not be refunded.
- Bureau Zuidema has the right to demand payment for the work carried out under the relevant Agreement before the circumstance preventing performance of the obligations arose.
- The party who finds that it has been affected by force majeure must inform the other party of this as soon as possible.
Article 7 – Cancellation and alteration of In-Company Training Courses
- Cancellation of an In-Company Training Course must be made in writing.
- If an In-Company Training Course is cancelled, the Client must pay one quarter of the agreed price to Bureau Zuidema if more than one month has elapsed between the date of the written notice referred to in paragraph 1 and the agreed commencement date of the Agreement, not counting the date of the written notice and the commencement date of the Agreement.
- If an In-Company Training Course is cancelled within one month before the agreed commencement date of the Agreement, the Client must pay to Bureau Zuidema:
a) 100% of the agreed price if the Agreement is for six days or less;
b) 50% of the agreed price if the Agreement is for more than six days.
- In case of a cancellation, any costs owed by Bureau Zuidema to third parties in connection with the performance of the Agreement will be charged to the Client in full.
- Any alterations to the dates and / or the nature and scope of the Agreement must be agreed with Bureau Zuidema.
Article 8 – Cancellation and change of participation in Open Training Programmes
- Cancellation of Open Training Programmes must be made in writing or by e-mail.
- In case of a cancellation, the Client is:
a) Not due the agreed price if notice of cancellation is given at least four weeks before the agreed commencement date of the Agreement;
b) Due the full agreed price if notice of cancellation is given less than four weeks before the agreed commencement date of the Agreement.
- The Agreement to participate in an Open Training Programme may be altered by the Client in writing.
- In case of an alteration to the Agreement, the participant must pay:
a) 25% of the price if the alteration is made less than two weeks before the agreed commencement date of the Agreement;
b) 50% of the agreed price if the alteration is made less than two weeks before the agreed commencement date of the Agreement.
- If the provisions of paragraphs 2 and 4 of this Article are applied, the posting date of the written notice referred to in paragraphs 1 and 3 and the agreed commencement date of the Agreement shall not be taken into account.
- If the Client fails to appear on the agreed commencement date of the Agreement or is irregularly present thereafter, the Client will be entitled to regard this as a cancellation of the entire Agreement.
- If the Client is unable to attend, the Client may send a substitute to participate in the programme in which he or she has enrolled, at the agreed rate.
Article 9 – Cancellation of hotel overnight stays
- Any costs for not cancelling on time will be charged to the Client.
- In case of cancellation, the Client is:
a) Not due the agreed price if notice of cancellation is give at least four weeks before the agreed commencement date of the hotel arrangement;
b) Due the full agreed price if notice of cancellation is given less than four weeks before the agreed commencement date of the hotel arrangement.
Article 10 – Complaints procedure
- Bureau Zuidema has a complaints procedure that applies to all Services provided to the Clients.
- Complaints must be made in writing to the management board of Bureau Zuidema, at the risk of forfeiting the right of complaint, within one week after conclusion of the assignment or part thereof. Any defects which cannot reasonably be discovered within this period must be reported to Bureau Zuidema in writing within ten days after they have been discovered or could reasonably have been discovered, at the risk of forfeiting the right of complaint.
- The management board of Bureau Zuidema will contact the Client within two weeks after receiving the complaint to make an appointment about the settlement of the complaint.
- The Client will provide all cooperation necessary for the investigation of the complaint. If the Client fails to cooperate or an investigation is otherwise not or no longer possible, the complaint will not be processed and the Client will not have any claims in this respect. If the complaints prove to be unfounded, the costs of investigating the complaint will be borne by the Client. The Client cannot derive any rights from the handling of a complaint.
- Bureau Zuidema will notify the Client of the result of the decision in writing.
Article 11 – Liability
- Bureau Zuidema is not liable for any failure in the performance of its obligations ensuing from the Agreement, unless the Client demonstrates that the failure was caused by wilful misconduct or gross negligence on the part of Bureau Zuidema.
- Bureau Zuidema is not liable for any direct and / or indirect consequential damage or loss, including loss as a result of company stagnation.
- Should Bureau Zuidema, with due observance of the provisions of the law, the provisions of the Agreement and the provisions in these general Terms and Conditions, be liable to the Client, the obligation of Bureau Zuidema to pay compensation shall, in all cases, be limited to the price agreed for the performance of the Agreement. If the Agreement is a continuing performance agreement, this obligation will be limited to the agreed price for one year or to a maximum of € 454,000, if the latter amount is lower than the amount of the agreed price.
- The Client is liable for damage or loss suffered by the staff members of Bureau Zuidema in relation to the execution of the Agreement and accommodates itself to indemnify Bureau Zuidema against any claims from these staff members.
- If and insofar as sports or similar activities are carried out for the performance of the Agreement, the participants themselves must assess whether they are physically capable of participating. Participation is at the risk of the participant.
Article 12 – Intellectual property
- All intellectual property rights, including copyrights, with respect to all items provided and compiled by Bureau Zuidema, and all intellectual property rights created as a result of the provision of Services, are and will remain vested exclusively in Bureau Zuidema. The Client only obtains those rights that are explicitly granted to him under any Agreement.
- Without the express written consent of Bureau Zuidema, the Client and participant are not authorised to publish, exploit or in any way reproduce data from and/or parts of and/or extracts from the items provided.
Article 13 – Expiry period
- Insofar as these Terms and Conditions do not provide otherwise, any rights of claim and other powers of the Client towards Bureau Zuidema in connection with the performance of the Agreement by Bureau Zuidema will, in any case, lapse after one year after the time when the Customer became aware or could reasonably have become aware of the existence of these rights and powers. In all cases, the above rights and other powers will lapse after two years after the Services have been provided.
- Under no circumstances does Bureau Zuidema have an obligation to pay compensation after two years after the Services have been provided.
Article 14 – Concluding provision
- All Agreements between Bureau Zuidema and the Client are governed by Dutch law.
- Any and all disputes arising from the Agreements concluded between Bureau Zuidema and the Client will be submitted to the civil-court judge of the District Court of Gelderland, Arnhem location, irrespective of the right of Bureau Zuidema to apply to a different court that is competent by law.
Version July 1, 2018