GENERAL TERMS AND CONDITIONS
SIGNATURE 4 SUCCESS
Doornhoecklaan 48, 3601 JW Maarssen
Chambers of Commerce 30253113 | VAT id: NL001654814B30
In these general terms and conditions of delivery and the agreements to which they have been declared applicable, the following terms have the following meanings:
• S4S: SIGNATURE 4 SUCCESS®, Business & Career Coaching (intermediair) represented by K.M. van Es (Evelien);
• Entrepreneur: the independent entrepreneur who works as a (career) coach and/or trainer with the Signature 4 Success® methodology and provides coaching, guidance and training for customers;
• Client (usually employer): the contractual counterparty of the Entrepreneur, being a company or private individual;
• Coachee: the natural or legal person who acts in the exercise of a profession or business to whom the coaching and/or training activities or program is performed by the Entrepreneur. In some cases, this is the same person as the Client (in case of independent entrepreneurs);
• Agreement: the agreement for the delivery of S4S services and products between the Entrepreneur and the Client;
2.1 These general terms and conditions of delivery apply, with the exclusion of third-party terms and conditions, to all agreements for the supply of S4S products and services by the Entrepreneur to the client;
2.2 Entrepreneur rejects the applicability of general terms and conditions of the Buyer and/or the Client. Deviating terms and conditions only apply if they have been specifically accepted in writing by S4S and only apply to the relevant agreement;
2.3 Deviating conditions only apply if they have been explicitly accepted in writing by all parties involved and only apply to the agreement in question;
2.4 The term ‘in writing’ with regard to communication between the provider and the customer also includes electronic communication (including e-mail). The provider’s electronic system is deemed to be the only proof of the content and time of receipt and transmission of the electronic communication concerned;
2.5 The offer of the provider is exclusively aimed at customers who act in the course of a profession or business.
3. Realization of the Agreement
3.1 The agreement for following a program and/or coaching trajectory is concluded by a written confirmation by the Client, or the Coachee itself – in the role of the Client – of the program and/or coaching as agreed on;
3.2 If it concerns an online program or training, the provider will inform the potential customer by e-mail, using the e-mail address indicated by the relevant party, whether or not it has been accepted in the program;
3.3 As long as the notification referred to in article 3.2 has not taken place, no agreement will be concluded regarding the follow-up of a program and the Coachee can cancel the registration;
3.4 The agreement for following an online training is concluded through the digital registration of a Coachee, in accordance with the specified registration conditions, aimed at the conclusion of an agreement for following an online learning course;
3.5 The agreement to purchase a product or service is concluded by electronic acceptance by the Client of the online offer from S4S and/or Entrepreneur – on behalf of S4S –provider and compliance with the associated conditions, or by purchase and payment of a physical product (such as a book).
4.1 Prices quoted by the Entrepreneur on behalf of S4S are exclusive of VAT, as well as exclusive of all other levies, duties or charges owed in connection with the execution of the agreement, unless explicitly stated otherwise;
4.2 Most EU business owners are not charged VAT because the VAT is shifted. Dutch VAT is charged to private EU and non-EU individuals;
4.3 Travel and subsistence expenses related to following on-site components of a program and costs of recommended literature, printed materials and other necessary support materials are not included in the program prices unless expressly agreed otherwise. The Entrepreneur can charge the aforementioned costs separately to the Client.
5. Payment and Billing
5.1 The Client must have paid the amounts due, including VAT, no later than on the agreed payment dates or within the agreed payment terms. Client – or Coachee – is not entitled to suspend its payment obligations, even in the event of complaints;
5.2 If payment for the delivery of services or products is to be made in advance, the Client cannot assert any right to delivery thereof before full payment of the amount due to S4S has taken place;
5.3 S4S sends the Client invoices for services and products it has delivered or (in the case of advance payment) to be delivered, and if desired also for products (such as books);
5.4 S4S is entitled to send invoices electronically to the email address indicated by the Client;
5.5 If no other payment term has been agreed, invoices must be paid within 10 days of the invoice date;
5.6 Payment must be made net in the bank account of S4S, without any discount, deduction or set-off. The value day indicated on the bank statements of S4S is regarded as the day of payment;
5.7 If the Client has not paid the full amount due within the agreed payment term or no later than the agreed payment date, the Client will be in default by operation of law, without any notice of default being necessary. From the day that the Client is in default until the day of full payment, the Client owes default interest of 1.5% on the amount owed per month or part thereof, whereby part of a month will count as a whole month. This applies without prejudice to S4S’s right to full compensation based on the law;
5.8 Client must submit complaints regarding invoices to S4S by letter or e-mail no later than 7 days after the invoice date, failing which invoices will be deemed to have been accepted and approved by Client, and complaints will no longer be accepted;
5.9 No refunds will be made after the purchase and payment of physical products, such as books.
6. Execution of the Agreement
6.1 Coachee must ensure that the essential information requested by the Entrepreneur and/or S4S required for training/coaching is provided correctly and completely;
6.2 Client and Coachee are bound by the provisions included in the Agreement (including these general terms and conditions);
6.3 Coachee must, from a positive basic attitude, be cooperative when following training / coaching;
6.4 Entrepreneur undertakes to perform the agreed activities to the best of his knowledge and ability, in accordance with the requirements of good workmanship and the current state of the field;
6.5 Entrepreneur makes every effort to achieve the result that is intended with the Agreement;
6.6 If and insofar as required for the proper execution of the Agreement, Entrepreneur is entitled to have the work performed, temporarily or partially, by other S4S coaches and/or trainers. This also includes observation in the event of calamities with which the Entrepreneur guarantees its services to the Client.
7. Changes in the Assignment
7.1 If the scope of the assignment given to Entrepreneur changes for whatever reason after the Agreement has been concluded, Entrepreneur is entitled to charge any additional work from S4S to Client;
7.2 Van meerwerk is ook sprake bij situaties waarin de door Opdrachtgever verstrekte informatie niet overeenstemt met de werkelijkheid;
7.3 If during the execution of the assignment it appears that it is necessary for a proper execution to change or supplement the work, parties will adjust the assignment description accordingly in mutual consultation.
8.1 Entrepreneur makes every effort to the best of its knowledge and ability in the execution of its work regarding training and coaching. However, the final result also depends on factors over which Entrepreneur cannot influence. Entrepreneur does not provide any responsibility with regard to the result of work performed by it;
8.2 With regard to the delivery of products, any liability of the Entrepreneur is limited to the possible supply of a replacement product or to the refund of the amount paid by the Client in the event of an inadequate delivery;
8.3 Entrepreneur is not liable to the Client(s) for any damage as a result of any default in the fulfillment of its obligations to them or damage that is directly or indirectly the result of the execution of an agreement, unless if and insofar as this damage is due to the intent or deliberate recklessness of the Entrepreneur;
8.4 Entrepreneur is not liable for damage resulting from errors or the omission of third parties or auxiliary persons charged by the provider with the performance of work;
8.5 Entrepreneur and S4S are not liable for damage resulting from a shortcoming of the Client(s) in complying with the obligations set out in article 6 or any consequential damage from implementation in the organization of the Client of documents and plans drawn up in a program during the training, such as action plans;
8.6 If and insofar as any liability would come to rest on S4S and/ or Entrepreneur, on whatever ground, this is at all times limited to direct damage and limited to payment under the liability insurance of the supplier that covers the relevant damage and proceeds to payment;
8.7 Apart from the cases referred to in article 8.6, the liability of S4S and/or Entrepreneur is in any case limited to the amount charged for the damage-causing performance;
8.8 Any claim against S4S, except a claim that has been acknowledged by S4S, lapses by the mere lapse of 12 months after the claim arose;
8.8 Business damage, loss of income and the like, regardless of the cause, are not eligible for compensation.
9.1 If the Entrepreneur is prevented from (further) executing the agreement by force majeure of a permanent or temporary nature, irrespective of whether this was foreseeable, the Entrepreneur is entitled, without any obligation to pay compensation, to the agreement in full or in writing – without judicial intervention – to terminate the agreement in full or partially, without prejudice to the right of S4S to payment by the Client for performances already performed by the Entrepreneur before a force majeure situation, or to suspend the (further) performance of the agreement in whole or in part;
9.2 S4S or Entrepreneur will inform the Client as soon as possible of the situation of force majeure. If possible, the parties will try to find a solution in consultation, such as, in the event of a trainer’s illness, relocation of programmed activities; ;
9.3 In the event of suspension, S4S will still be entitled to terminate the agreement in whole or in part. In that case, neither of the parties is entitled to compensation for the damage suffered as a result of the dissolution;
9.4 Force majeure includes all circumstances whereby Entrepreneur on behalf of S4S is temporarily or permanently unable to meet its obligations, such as illness or death of a trainer, riot, war, electricity outages, computer malfunctions, internet malfunctions, (mobile) telephone malfunctions and furthermore all circumstances in which reasonably not the Entrepreneur may be required to (further) fulfill its obligations to the Client.
10.1 S4S and Ondernemer will not disclose substantive and confidential information that it has received from the Client in the context of the execution of an agreement, unless otherwise agreed or the Entrepreneur and or S4S is obliged to do so based on laws or regulations;
10.2 Client is bound to observe secrecy with regard to all confidential information that they have obtained in the context of the execution of an agreement with regard to a program from S4S or Entrepreneur on behalf of S4S. Information is considered confidential if this has been communicated by S4S and or Entrepreneur or if this results from the nature of the information. If in doubt, the information is considered confidential.
11. Intellectual Property Rights
11.1 The intellectual property rights concerning training courses, programs, documents, brochures, presentations, handouts, (e-)books, lectures, exercises, offers, expressions on S4S’s website, e-zines, e-mails, models, techniques, other documents and information developed by S4S arising from the work of the Entrepreneur on behalf of S4S and the software used are vested in S4S or its licensors, also when costs have been charged for this or when improvements have been made after the assignment, whether or not at the request of the Client. Where appropriate, all intellectual property rights are automatically deemed to have been transferred to S4S and if this is not possible, the Entrepreneur, Client and/or Coachee hereby grants S4S an irrevocable power of attorney to effect said transfer of intellectual property rights;
11.2 The intellectual property right and copyright regarding the expressions mentioned in article 11.1 are not transferred on the basis of an agreement, unless agreed otherwise in writing;
11.3 Without the prior written permission of the provider, it is not permitted to edit, reproduce or publish any material supplied to it by the provider, as referred to in Article 14.1, in whole or in part, through any medium whatsoever, other than for internal use at the Client in the context of the Agreement;
11.4 It is not permitted to remove or change any indication of rights from information provided by S4S.
12. Cancellations by Clients and/or S4S
12.1 Client is entitled to cancel participation by a Coachee and to cancel an Agreement regarding participation in a coaching or training program;
12.2 Cancellation of participation in a program or cancellation of the Agreement must be done by Client, by means of a registered letter to the address of S4S that is stated on the website of S4S;
12.3 In the event of cancellation by Client, S4S is not obliged to refund the amount paid by Client, and Client is bound to pay any payment terms still owed to S4S;
12.4 The provisions of articles 12.1 and 12.2 apply subject to the right of Coachee to cancel participation in a multi-day program if Coachee has noticed during the first day that the offered does not match what has been explicitly offered in advance. Coachee must inform S4S about this before 12:00 pm on the first day of the multi-day program and confirm this in writing no later than the day after. Within 14 working days thereafter, prepaid amounts, less the non-refundable down payment, will be refunded to Client, provided that course materials received have been returned. Refunds will not be made in the event that a replacement person participates in the program;
12.5 In case of cancellation of participation in a program, Client is entitled to appoint another person to participate in the program within 7 working days after cancellation. S4S is free to accept or not accept a replacement person.
13. Suspension and Termination
13.1 In case:
a. Client has not, not timely or not fully fulfilled its payment obligations towards the S4S;
b. Client, Coachee or Entrepreneur apply for his/her own bankruptcy, is declared bankrupt or requests suspension of payment;
c. A decision is taken and/or the Client is proceeded to liquidation or the Client’s business activities are terminated;
d. Even after a notice of default with a reasonable term for performance, the Client does not meet its obligations towards S4S, Client is deemed to be in default by operation of law. S4S has the right to terminate the Agreement in whole or in part with immediate effect, to refuse (further) participation of Client in a program or to suspend obligations (performance of its services), without prejudice to further rights of S4S under the law. In that case, S4S is not obliged to repay amounts already paid or to pay compensation and remains entitled to amounts not yet paid by Client that are due under the Agreement and become immediately due and payable due to the default;
13.2 Upon termination of the agreement, provisions that by their nature are intended to continue will survive, such as, but not limited to, provisions regarding confidentiality and intellectual property.
14.1 Client is entitled to submit a complaint to Entrepreneur in the event of gross negligence or shortcoming by the Entrepreneur in the execution of the Agreement;
14.2 A complaint must be reported to Entrepreneur in writing and as soon as possible, at the latest within 7 days after the act or omission that gives rise to the complaint, or within 7 days after it could reasonably be established that the act or omission gives rise to a complaint. The complaint must describe the fact it concerns and how the Client believes that it has been treated improperly and/or that its interests have been harmed;
14.3 The complaint will be handled by Entrepreneur in consultation with S4S within four weeks of receipt. If circumstances arise that make it impossible to handle the complaint within this period, the submitter will be informed about this as soon as possible and a different reasonable period for handling will be indicated;
14.4 When assessing the merits of the complaint, it will be examined whether the disputed act or behavior, or the omission or refusal thereof by Entrepreneur: a. is in conflict with the provisions of the Agreement for services; b. complies with the requirements of proper and professional conduct as well as with the standards deriving from the principles of reasonableness and fairness;
14.5 If Client’s complaint is deemed justified by Entrepreneur, Client will be informed of this in writing and with reasons. If applicable, Entrepreneur will make a proposal to the submitter for recovery or compensation, with due observance of the provisions of these general terms and conditions regarding force majeure and liability;
14.6 If Client’s complaint is deemed to be unjustified, this will be communicated to the submitter in writing and with reasons;
14.7 Claims and defenses based on the assertion that Entrepreneur in any way has failed to do so will become statute-barred six months after the termination of the assignment to which they relate.
15. Personal Data
15.1 Entrepreneur and S4S treat personal data that they receive under the Agreement with the Client in strict confidence and in accordance with applicable privacy laws and regulations (GDPR);
15.2 In a customer database, S4S will include the Client’s company name, personal name, address details, email address and telephone number. These are used to execute an Agreement and, provided that the Client gives explicit permission, can also be used for sharing newsletters, tips, blogs and offers from other training courses, events, programs and products of S4S;
15.3 Client always has the right to withdraw his consent to the processing of data, after which S4S will no longer process the data for the provision of information. Withdrawal of this consent does not affect the legality of our data statement based on the consent of the Client, which took place before this withdrawal;
15.4 Client also has the right to inspect his personal data and the right to rectify it. To view the personal data, the Client can submit a written request for inspection to S4S.
16. Mediation Clause
16.1 In the event of disputes relating to the agreement signed by the parties or from agreements that build on it, the parties will attempt to resolve them in the first instance by means of mediation, in accordance with the Regulations of the Mediators Federation of the Netherlands (established in Rotterdam), as stated on the start date of the mediation;
16.2 As long as the mediation has not ended, neither party will bring the dispute to court, unless solely for the preservation of rights;
16.3 Parties attend the first mediation meeting together. After that, parties are free to terminate the mediation at any time. The mediation starts when the parties attend the first joint mediation meeting;
16.4 If it has proved impossible to resolve a dispute as referred to above using mediation, that dispute will be settled by the competent court in the Utrecht District Court in The Netherlands.
17. Applicable Law and Competent Rights
17.1 Dutch law applies to all agreements concluded by the parties. The Vienna Sales Convention 1980 (CISG, Vienna Convention) does not apply;
17.2 All disputes arising from agreements can only be brought before the competent court in the district in which S4S is established.
18.1 S4S is entitled to change these general terms and conditions. Client and Coachee are deemed to have accepted the relevant changes if S4S has not received a written protest against this within 14 days after the Entrepreneur’s notification that the change will take place.