Terms and Conditions Trustworks B.V.

Definitions
In these general terms and conditions (hereinafter: the “Terms and Conditions”) the following definitions shall apply:

(a) Trustworks BV: the private company with limited liability Trustworks BV

(b) Client: any natural person, partnership, legal person or other entity that enters into an Agreement with Trustworks BV, or negotiates the conclusion thereof, or requests a quotation for that purpose, or towards whom Trustworks BV performs any (legal) act;

(c) Agreement: any Agreement concluded between the Client and Trustworks BV concerning the participation of the Client or its employees in or the Assignment to conduct (online) courses, training, and other forms of education, or the Assignment to provide advice, coaching, and interventions in the broadest sense of the word, as well as any (legal) act in preparation and/or in the execution of this Agreement, as well as Open training programs and In-company programs.

(d) Open program: (online) courses, training, and other forms of training for which registration is on an individual basis.

(e) Customised program: courses, trainings, other forms of training and consultancy offered to the Client by Trustworks BV.

(f) Services: all services c.q. activities that form the subject matter of the Agreement, including but not limited to the provision of (online) training programs, customized programs, learning and development programs, talent, team, and Management Development programs, advisory programs on structure and (learning) culture, including the provision of specific course and training materials.

(g) Employee: any (legal) person, whether or not employed by Trustworks BV, who is charged with the execution of the Agreement and/or the performance of the Services on behalf of Trustworks BV.

Article 1 – General

  1. These Terms and Conditions are part of all Agreements and apply to all related (legal) acts of Trustworks BV and the Client, including offers and quotations.
  2. The applicability of the terms and conditions of the Client is explicitly rejected by Trustworks BV.
  3. In the event of an Agreement concluded with more than one Client, all such Clients will be jointly and severally liable for compliance with all obligations resting on a Client under the Agreement.
  4. Changes or additions to these Conditions and/or the Agreement will only apply if and insofar as they have been laid down in writing by Trustworks BV and will apply exclusively to that Agreement.
  5. Notwithstanding the provisions of Sections 7:404, 7:407(2), and 7:409 of the Dutch Civil Code, all work, irrespective of whether the assignment has been granted with a view to a specific person, shall be accepted and performed exclusively by Trustworks BV and the directors as well as those working for the company shall not be personally bound or liable and the assignment to Trustworks BV shall not terminate by their death, receivership, moratorium or bankruptcy.
  6. The Client with whom an Agreement was once concluded on the basis of the terms and conditions agrees to the applicability of these terms and conditions to subsequent Agreements.

Article 2 – Offers and formation of Agreements

  1. Offers made by Trustworks BV are without obligation unless otherwise stated in the offer. The Client cannot derive any rights from apparent slips and/or errors in the quotation.
  2. The agreement between Trustworks BV and the Client is only concluded if and insofar as: a. the written confirmation signed by Trustworks BV and the Client has been received by Trustworks BV or Trustworks BV has accepted the sent notification or assignment in writing by e-mail; or b. the Client has signed the registration or notification form provided for that purpose; or c. The client has submitted the order electronically, and Trustworks BV has confirmed acceptance by email.
  3. If the agreement is concluded electronically, Trustworks BV will take appropriate technical and organizational measures to secure the electronic transfer of data and will ensure a secure web environment.
  4. Additional agreements or changes made after the agreement has been concluded, as well as (verbal) agreements and/or promises by Trustworks BV employees, only bind Trustworks BV if they have been confirmed in writing by Trustworks BV.

 

 

Article 3 – Execution of the agreement

  1. All work performed by Trustworks BV will be carried out to the best of its knowledge and ability in accordance with the requirements of good workmanship. With regard to the work envisaged, Trustworks BV is bound by a best efforts obligation, unless explicitly stated otherwise. Trustworks BV will determine the manner in which and by which employee(s) the Assignment will be carried out but, will take into account, as much as possible, the requirements made known by the Client.
  2. If the confirmation of assignment mentions (an) employee(s) by name, Trustworks BV will endeavor to ensure that the employee(s) in question remains available to carry out the work throughout the term of the Assignment. Notwithstanding the foregoing, Trustworks BV is entitled to replace such employees after consultation with the Client.
  3. Trustworks BV may only perform and charge the Client for work in excess of that for which the Assignment was issued if the Client has given its prior consent. However, if Trustworks BV is obliged by virtue of its (legal) duty of care to carry out additional work, it is entitled to charge this to Client, even if Client has not explicitly given its prior consent to carry out the additional work.
  4. If the Client wishes to involve third parties in the execution of the Engagement, it will only do so after reaching an agreement with Trustworks BV, as the direct or indirect involvement of a third party in the execution of the Engagement may have a significant impact on Trustworks BV’s ability to execute the Engagement correctly. The provisions of the previous sentence apply mutatis mutandis to Trustworks BV.
  5. Trustworks BV maintains a work file in respect of the Assignment containing copies of relevant documents, which is the property of Trustworks BV.
  6. All information provided by clients and/or participants is confidential to Trustworks BV, its employees, and instructors, and this information will not be shared with third parties unless agreed upon otherwise.

Article 4 – Fee

  1. If, after the Agreement’s conclusion but before the Assignment has been fully executed, rate-determining factors such as wages and/or prices change, Trustworks BV is entitled to adjust the previously agreed rate accordingly.
  2. Trustworks BV’s fee excludes travel expenses, any expenses of Trustworks BV employees, and accommodation costs.
  3. Unless stated otherwise, 50% of the hourly rate will be charged for the travel time of Trustworks BV employees.
  4. All rates are exclusive of turnover tax and other government levies.

Article 5 – Invoicing

  1. Payment by the Client must be made without deduction, discount, or set-off within 14 days of the invoice date. Payment must be made in the currency indicated on the invoice by transfer to a bank account designated by Trustworks BV. Objections to the amount of invoices submitted do not suspend the Client’s payment obligation.
  2. If the term referred to under 5.1 is exceeded, Client, after having been reminded by Trustworks BV at least once to pay within a reasonable term, will be in default by operation of law. In that case, the Client will owe statutory interest on the amount due from the date on which the sum due becomes payable until the time of payment. In addition, all costs of collection after Client is in default, both judicial and extrajudicial, shall be borne by Client. If Trustworks BV has to take collection measures after the due date, the Client will owe extrajudicial costs.
  3. If in the opinion of Trustworks BV, the client’s financial position and/or payment record gives cause to do so, Trustworks BV is entitled to require the client to immediately provide (additional) security in a form to be determined by Trustworks BV and/or to make an advance payment. If the Client fails to provide the required security, Trustworks BV is entitled, without prejudice to its other rights, to immediately suspend further execution of the Assignment, and all amounts owed by the Client to Trustworks BV for whatever reason will become immediately due and payable.
  4. In the event of a jointly awarded Assignment, Clients are jointly and severally liable for payment of the full invoice amount insofar as the work was performed on behalf of the joint Clients.
  5. All refunds due shall be paid within 30 days.

Article 6 – Force majeure

  1. Force majeure means any circumstance beyond the control of the parties, as a result of which the fulfillment of the obligations of one party towards the other party is prevented in whole or in part or as a result of which the fulfillment of its obligations cannot reasonably be required of a party, irrespective of whether such circumstance was foreseeable at the time the Agreement was concluded. Such circumstances include: illness or insufficient availability of employees and/or breach or delay on the part of suppliers of Trustworks BV and third parties engaged by TrustworksBV in connection with the execution of the agreement or their personnel and/or measures taken by any government authority, as well as the absence of any government permit.
  2. Both parties reserve the right vis-à-vis the other party to cancel, change, move (to time and location), or suspend assignments in case of force majeure until the circumstances causing the force majeure no longer occur.
  3. In the event that it is established that the force majeure is of a permanent nature, each of the parties is entitled to dissolve the Agreement and Trustworks BV will refund the invoice amount in accordance with paragraph 4 of this article, unless such dissolution takes place after the assignment has been rescheduled at the request of the Client, in which case no refund will be made.
  4. Trustworks BV is entitled to claim payment for work carried out in the execution of the relevant Agreement before the circumstance preventing fulfillment occurred.
  5. The party that believes it is in force majeure must notify the other party as soon as possible.

Article 7 – Cancellation and Modification Customised Program

  1. Cancellation of a Customised Programme must be made in writing.
  2. In the event of cancellation of a Customised Work Program, the Client shall owe Trustworks BV one-fourth of the agreed price if a period of more than one month elapses between the date of the written notification referred to in paragraph 1 and the start date agreed for implementation of the Agreement, not including the day of the written notification and the day on which implementation commences.
  3. In the event of cancellation of a customized program within one month before the agreed date of execution, the Client shall owe the agreed price to Trustworks BV: a. in full in the event of an Agreement for six days or less; b. half in the event of an Agreement of more than six days.
  4. Costs payable by Trustworks BV to third parties in connection with the execution of the Agreement will be charged to the Client in full in the event of cancellation.
  5. Changes in dates and/or the nature and scope of the Agreement must be agreed with Trustworks BV.

 

 

 

Article 8 Cancellation and modification of participation in Open Programmes

  1. Cancellation of Open Registrations shall be in writing.
  2. In the event of cancellation, the Customer shall: a. Not owe the agreed price in case of cancellation up to four weeks before the agreed date of performance of the Agreement; b. The full agreed price is due in case of cancellation within four weeks before the agreed date of performance of the Agreement.
  3. The Agreement to participate in an Open program can be amended by the Client in writing.
  4. In the event of amendment of the Agreement, the participant shall owe: a. 25% of the price due in case of change within four to two weeks before the agreed date of execution of the Agreement; b. 50% of the agreed price is due in case of amendment within two weeks before the agreed date of execution of the Agreement.
  5. In the application of paragraphs 2 and 4 of this article, the day of sending the written communication referred to in paragraphs 1 and 3 and the agreed day of execution of the Agreement shall not be counted.
  6. Should the Client fail to appear on the agreed day of execution of the Agreement or attend irregularly thereafter, Trustworks BV is entitled to consider this as a cancellation of the entire Agreement.
  7. in the event of cancelation, the Client is entitled to let a substitute attend the training course for which he has registered at the agreed rate.

Article 9- Liability

  1. Trustworks BV is not liable for any shortcoming in fulfilling its obligations under the Agreement unless the Client proves that the shortcoming is due to intent or gross negligence on the part of Trustworks BV.
  2. Trustworks BV is not liable for direct and/or indirect consequential damage, including damage resulting from business interruption.
  3. The Client is liable for damage suffered by the employees of Trustworks BV in the context of the execution of the Agreement and undertakes to indemnify Trustworks BV against claims by those employees.
  4. If and insofar as sports activities or comparable activities are undertaken as part of the Agreement’s implementation, the participants themselves must assess whether they are physically capable of participating. Participation is at the participant’s own risk.

Article 10 Intellectual property

  1. All intellectual property rights, including copyright, relating to all items provided and compiled by Trustworks BV as well as all intellectual property rights arising as a result of the provision of Services, are and remain the sole property of Trustworks BV. The Client only acquires those rights that are expressly granted to him under any agreement.
  2. Without the express written consent of Trustworks BV, the Client and participant are not entitled to disclose, exploit, or reproduce in any manner whatsoever any information from and/or parts and/or excerpts of the items made available.

Article 11 – Internet use

During the execution of the Assignment, Client and Trustworks BV will be able to communicate with each other by electronic means at the request of either of them. Both Trustworks BV and Client acknowledge that the use of electronic means carries risks such as – but not limited to – distortion, delay, and viruses. Client and Trustworks BV hereby acknowledge that they will not be liable to each other for any damage resulting from using electronic means. Both Client and Trustworks BV will do all that can reasonably be expected of each to prevent the occurrence of the aforementioned risks.

Article 12 – Expiry period

Unless the Agreement stipulates otherwise, rights of action and other powers of the Client vis-à-vis Trustworks BV, on whatever account, will lapse in any case after a period of one year has elapsed from the moment when a fact occurs that allows the Client to exercise these rights and/or powers vis-à-vis Trustworks BV.

Article 13 – Complaints

  1. Trustworks B.V. has a complaints procedure that provides for an appeal option to Bureau van der Kleij as an independent third party: www.bureauvanderkleij.nl email: bureau@bureauvanderkleij.nl
  2. A complaint will be acknowledged in writing within 1 week of receipt and will be dealt with within 6 weeks. If a longer time is needed to investigate, the Client will be notified within two weeks, explaining the delay and giving an indication of when a decision can be expected.
  3. The judgment of the independent appeal body is binding on Trustworks B.V. Any consequences will be dealt with by the institute without undue delay.
  4. Complaints are always handled confidentially
  5. The documents, including digital files, relating to the complaint and its handling will be kept for at least 4 years.

Article 14 – Final provisions

  1. The provisions of this Agreement, which are expressly or tacitly intended to remain in force even after termination of this Agreement, will remain in force thereafter and continue to bind both parties.
  2. All Agreements between the Main Contractor and Supplier are governed by Dutch law.
  3. With regard to all disputes arising from this Agreement, the parties undertake to mediation. Only if no solution satisfactory to both parties is found, the District Court of Amsterdam shall have jurisdiction, unless another court has mandatory jurisdiction under the law.

Amsterdam, February 2019.