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: every company belonging to the Bureau Zuidema concern, including Bureau Zuidema B.V., Zuidema Learning Solutions B.V., The Influence Company (TIC), Instituut voor Toegepaste Gedragsanalyse (IGTA) B.V., Zuidema Consultants International B.V., Zuidema Personeels Management B.V. on the understanding that this always refers to the Bureau Zuidema company that invokes these Conditions;
b) Client: any legal person or partnership that enters into an Agreement with Bureau Zuidema, or negotiates the conclusion thereof, or requests a quotation or towards whom Bureau Zuidema performs any (legal) act;
c) Agreement: any Agreement (including any (legal) act in preparation for and/or implementation of that Agreement) that has been concluded between Bureau Zuidema and the Client, including, but not limited to, agreements whereby the Client orders Bureau Zuidema to provide Services; to
d) Open Training Programmes: by Bureau Zuidema offered courses, trainings and other learning activities and programmes of Bureau Zuidema 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, in the broadest sense of the word, that form the subject of an Agreement, including but not limited to offering courses, trainings/training programmes (including Open Training and In-Company Training), educations, customised services, learning and development programmes, talent-, team- and MD programmes, consulting programmes on structure and (learning) culture, coaching and interventions, all this including the provision of course and training material, and giving 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 Services and apply to all related acts, juridical or otherwise, connected thereto and performed by Bureau Zuidema and the Client, including offers, quotations and invoices.
- These Terms and Conditions are explicitely not applicable when the Client is a natural person; in that case the NRTO Terms and Conditions for consumers are applicable.
- The applicability of any (general) 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, every Client will be jointly and severally liable to comply with all obligations to which a Client is subject pursuant to the Agreement and its Conditions.
- 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.
- By accepting these Terms and Conditions, the Client also agrees to the applicability of these Terms and Conditions to future Agreements, Services, offers, quotations and invoices.
- Bureau Zuidema takes privacy seriously. By agreeing to these Terms and Conditions, the Client declares to also have taken note of the Privacy Statement from Bureau Zuidema and agrees to it.
Article 2 – Quotations and Formation of Agreements
- Quotations submitted by Bureau Zuidema are without obligation, unless explicitely stated otherwise in the quotation. The Client cannot derive any rights from manifest clerical errors and / or errors contained in the quotation.
- An Agreement between Bureau Zuidema and the Client will only be formed if and insofar as:
a) Bureau Zuidema has received a by the Client signed quotation from Bureau Zuidema.
b) Bureau Zuidema has accepted a registration or assignment from the Client in writing.
- Amendments or additions to these Terms and Conditions or an Agreement, as well as (oral) agreements and/or promises of (Employees of) Bureau Zuidema are only valid if they have been accepted in writing by Bureau Zuidema.
Article 3 – Prices and price changes
- Unless explicitly agreed otherwise in writing, the prices for Bureau Zuidema Services are:
a) based on the wages, labour costs, and social insurance and government charges or taxes applicable at the time of the establishment of the quotation or the formation of the Agreement;
b) excluding travel-, accommodation costs;
c) excluding shipping expenses and cost of materials;
d) 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;
e) excluding costs for the rental of the venue
f) excluding the costs of accommodation of trainers, advisors and participants unless otherwise stated;
2. Contrary to the provisions of paragraph 1, Open Training Programmes include the costs mentioned in paragraph c), d) and f).
3. Bureau Zuidema is entitled to change the prices in response to market developments, increasements of one or more of the in paragraph 1 under a) mentioned cost factors, a situation of force majeure or unforeseen circumstances, 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 4 – 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 or an incomplete 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 a contractual interest payment on the outstanding amount which is equal to the statutory commercial 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 (including the interest referred to in article 4.3), with a minimum of EUR 250.00. ,without prejudice to Bureau Zuidema’s right to claim the actual costs, if these turn out to be higher.
- Invoices as part of the Agreement will be send to the Client 2 weeks before the first day of the agreed training course. May any change in the Agreement occur as stated in Article 6 and 7, the amount as meant in paragraph 6 and 4 of those Articles will be invoiced 2 weeks before the agreed date of the first day of the training course.
Article 5 – Force majeure Bureau Zuidema
- Force majeure exists if, due to a circumstance beyond the control of Bureau Zuidema, as a result of which full or partial performance of the obligations of Bureau Zuidema to the Client is prevented or as a result of which performance of its obligations cannot reasonably be required from Bureau Zuidema, irrespective of whether this circumstance was foreseeable at the time the Agreement was concluded. These circumstances also include: epidemics, pandemics, natural disasters, serious disruptions or disruptions in Bureau Zuidema’s business (such as strikes and excessive absenteeism) or insufficient availability of trainers and consultants, breach of contract by or delay on the part of any (employees of) supplier(s) of Bureau Zuidema and any (employees of) 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.
- Bureau Zuidema reserves the right towards the Client to cancel, change, move (according to time and/or location) or suspend orders in the event of force majeure until the circumstances causing the force majeure no longer occur.If the situation of force majeure lasts longer than 6 months, each of the parties is entitled to dissolve the Agreement and Bureau Zuidema will refund the invoice amount, unless this dissolution takes place after the assignment has been moved at the request of the Client (to time and/ or location), in which case no refund will be made. In the event of force majeure and/or dissolution on the basis of this paragraph, the Client is not entitled to (any) compensation, not even if Bureau Zuidema should have any advantage as a result of the force majeure.
- Bureau Zuidema is entitled to demand payment for the work performed in the context of the performance of the relevant Agreement, before the circumstance preventing performance arises.
Article 6 – Cancellation and alteration of In-Company Training Courses
1. Cancellation – for whatever reason – by the Client of an In-Company Training (or part thereof) will only take place in writing or by e-mail.
2. In the event of cancellation of an In-Company Training (or part thereof), the Client, regardless of the reason for cancellation, owes Bureau Zuidema a quarter of the agreed price, if between the date of the written notification referred to in paragraph 1 and the first day on which the In-Company Training would take place according to the Agreement is a period of more than 30 days.
3. In the event of cancellation of an In-Company Training (or part thereof) within 30 days before the first day on which the In-Company Training would take place in accordance with the Agreement, the Client will pay Bureau Zuidema the price agreed in the Agreement:
a) payable in full in the event of cancellation of an In-Company Training six days or less before the first day on which the In-Company Training would take place in accordance with the Agreement;
b) payable half in case of cancellation of an In-Company Training more than six days before the first day on which the In-Company Training would take place in accordance with the Agreement.
4. Costs that Bureau Zuidema owes to third parties in connection with the performance of an Agreement will be charged in full to the Client in the event of cancellation – for whatever reason.
5. Any alterations to the dates and/or the nature and/or the scope of an Agreement must always be agreed in writing with Bureau Zuidema in advance.
6. If the Client wishes to (partially) change the dates agreed upon in the Agreement (moving the training to another date), for which the Client submits a written (or e-mail) request to Bureau Zuidema, the Client owes – without prejudice to Bureau Zuidema’s right to refuse the request to change, in which case the provisions of paragraphs 1 to 4 apply – for that change a fee to Bureau Zuidema of:
a) 75% of the agreed price, with a maximum of € 7,500 if the Client submits his request to Bureau Zuidema within six days prior to the first day on which the In-Company Training would take place, according to the Agreement.
b) 50% of the agreed price with a maximum of € 5,000 if the Client submits his request to Bureau Zuidema within 30 days prior to the first day on which the In-Company Training would take place, according to the Agreement and no later than six days prior to that day.
c) 25% of the agreed price with a maximum of € 2,500 if the Client submits its request to Bureau Zuidema more than 30 days prior to the first day on which the In-Company Training would take place, according to the Agreement.
7. When applying the periods referred to in paragraphs 2, 3 and 6, the calculation will be from the day following the date of the written notification/request referred to in paragraph 1 or paragraph 6.
Article 7 – Cancellation and change of participation in Open Training Programmes
- Cancellation – for whatever reason – by the Client of Open Training Programmes must be made in writing or by e-mail.
- In case of cancellation,of participation in an Open Training Programme, the Client, regardless of the reason for cancellation is:
- a) Not due the agreed price if there is a period of 30 days or more between the date of the written notification referred to in paragraph 1 and the first day on which the Open Training would take place according to the Agreement;
b) Due the full agreed price if a period of less than 30 days lies between the date of the written notification referred to in paragraph 1 and the first day on which the Open Training was to take place according to the Agreement. The Agreement for participation in an Open Training can be amended by the Client in writing (or by e-mail) with due observance of the following paragraph.
- In the event of an amendment to the Agreement, the Client is:
a) Due 25% of the agreed price if there is a period of 14 days or more between the date of the written notification referred to in paragraph 3 and the first day on which the Open Training was to take place according to the Agreement;
b) Due 50% of the agreed price if a period of less than 14 days lies between the date of the written notification referred to in paragraph 3 and the first day on which the Open Training was to take place according to the Agreement.
- When applying the periods referred to in paragraphs 2 and 4, the calculation will be from the day following the date of the written notification referred to in paragraph 1 or paragraph 3.
- If the Client does not appear, for whatever reason, on the first day on which the Open Training is to take place according to the Agreement or is irregularly present during the Open Training, the Client will still owe the fully agreed price.
- If the Client is unable to attend, the Client may send a substitute to participate in the Open Training Programme, at the agreed rate.
- If the client is a natural person, the general Terms and Conditions of the NRTO for consumers apply.
Article 8 – Cancellation of hotel overnight stays
- Any costs that Bureau Zuidema has to incur for the late cancellation of the hotel arrangement by the Client will be charged to the Client.
- In case of cancellation, the Client is:
a) Not due the agreed price if notice of cancellation or alteration is given at least four weeks before the agreed commencement date of the hotel arrangement;
b) Due the full agreed price if notice of cancellation or alteration is given less than four weeks before the agreed commencement date of the hotel arrangement.
Article 9 – 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.
- Under no circumstances does a possible complaint, as referred to in this article, entitle the Client to suspend its obligations under an Agreement.
Article 10 – Liability
- Bureau Zuidema is not liable for any failure in the performance of its obligations or an unlawful act against the Client, 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 business-, consequential- and/or indirect damage, including damage as a result of business interruption, loss of profit and turnover and loss. Nor is Bureau Zuidema liable for damage that can be attributed to an act or omission of the Client or a third party engaged by the Client.
- Without prejudice to the foregoing provisions, the liability of Bureau Zuidema, with due observance of the provisions of the law, in the Agreement and in these Terms and Conditions, is in all cases limited to the price agreed for the performance of the Agreement, whereby in the event of a continuing performance agreement based on the agreed price for one year, or up to a maximum amount of € 450,000, if the latter amount is lower than the amount of the agreed price.
- The Client is liable for all damage suffered by (Employees of) Bureau Zuidema as a result of any shortcoming in the performance of an Agreement by the Client or an unlawful act by the Client towards Bureau Zuidema and the Client indemnifies Bureau Zuidema against claims (including costs and interest) of third parties, including Employees.
- 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 11 – 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 in 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 12 – 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 first day on which the relevant Services where performed.
- Under no circumstances does Bureau Zuidema have an obligation to pay compensation in respect of claims instituted more than two years after the first day on which the relevant Services were performed.
Article 13 – Concluding provision
- On all obligations between Bureau Zuidema and the Client, on these Terms and Conditions and Agreements and all related non-contractual obligations are governed by Dutch law, with the exception of Dutch international private law conflict rules.
- All disputes arising from Agreements or quotations concluded between Bureau Zuidema and the Client to which these Terms and Conditions apply, as well as all ensuing or related extra-contractual obligations, 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 February 1st, 2021