Article 1 General
1.1 These order conditions are applicable to all offers of HumanDimensions B.V. (hereinafter referred to as HD) and all assignments and agreements entered into with HD, and all legal relationships resulting therefrom.
1.2 Deviations from these order conditions must be expressly agreed in writing. Any (general) conditions of the Client shall not be accepted by HD unless expressly agreed otherwise in writing by HD.
1.3 HD’s offers are without engagement, unless otherwise provided.
1.4 HD is entitled to terminate an assignment with immediate effect if the client is in default of its obligations, or if a petition for bankruptcy or suspension of payment of the client is filed, it goes into liquidation or ceases its business activities.
1.5 HD may amend these Terms of Engagement at any time. Such an amendment shall take effect fourteen days after the date of dispatch to the Client of the amended terms and conditions. If the client objects to the intended amendment in writing within this fourteen day period, the original terms and conditions shall continue to apply to it.
1.6 A contract takes effect as soon as HD has received confirmation from the Client on the basis of a quotation. Confirmation may be in writing or by e-mail.
1.7 For registration for courses, trainings, courses, lectures, workshops, the contract is entered into as soon as the registration form has been submitted to HD in writing or by mail / online and the general terms and conditions have been visibly accepted.
1.8 For registration for courses, trainings, courses, lectures, workshops, HD may apply the additional condition for registration that the invoice is paid in advance. Participation is then only guaranteed when the costs have been paid. This only applies if this is indicated in the recruitment text.
Article 2 Quotations
If no period of validity is indicated in the tender issued by HD, this shall be thirty days.
Tenders are based on the information provided by the Client.
The recipient of the tender may only use HD’s knowledge and experience contained therein to form an opinion about the offer and may not make it available to third parties. This shall also apply to orders for research proposals.
For private persons, the statutory reflection period of 7 days after entering into the agreement shall apply.
Article 3 Performance of the assignment
3.1 The Client shall cooperate fully with the
performance of the assignment and make available to HD the information, materials and facilities required for this purpose. The Client shall ensure the safety of (HD’s) employees present at the Client’s premises or at another location at the Client’s request.
3.2 The duration of the assignment may be influenced by the extent of the Client’s cooperation.
3.3 HD shall perform the work to be performed to the best of its knowledge and ability and in accordance with the requirements of good workmanship. The obligations entered into by HD with the assignment shall have the character of an obligation of best intents. Article 7:403 of the Dutch Civil Code (assignment given to a specific person) is not applicable.
3.4 HD’s work may include, inter alia: preparatory work and research (such as orientation in the workplace, conducting interviews, developing materials, drafting a training programme and analysis work), execution of a programme (training, keynote lecture, masterclass, workshop, work conference, dynamic presentation, game or advisory programme). Discussions (content discussions, progress discussions and evaluation discussions), coaching sessions, supervision of teams, supervision of project groups, consultancy work.
The client provides a suitable training room with at least a flipchart. At the trainer’s request, the client will provide additional resources as stated in the quotation.
Article 4 Performance by third parties
4.1 In consultation with, and after approval by the Client, HD may make use of external trainers/consultants/actors from its own network, in which case the assignment may be performed in whole or in part by a third party under HD’s final responsibility.
Article 5 Rates and payments
5 1 For HD’s work a fee is due on the basis of the half-day and/or product rate as described in the order confirmation. A part of a day is an afternoon, morning or evening. All rates mentioned in the order confirmation are in Euros and are exclusive of turnover tax and any other government levies.
5.2 The fee is, unless otherwise agreed, exclusive of the costs of any accommodation (training room, aids and/or accommodation costs) and study materials, including travel and administration costs, unless otherwise agreed in the quotation.
5.3 HD reserves the right to change the rates in the interim. HD will not do this during ongoing assignments. However, for a renewal of the assignment with the same client, the rate increase may be implemented on the basis of a new agreement and in consultation.
5.4 Services performed on a post-calculation basis will be charged per month at the rates applicable at that time. If a total amount has been agreed, this amount may be invoiced in monthly instalments as an advance or in one amount in arrears.
5.5 The payment term of HD’s invoices shall, unless otherwise agreed in writing, be 21 days from invoice date.
5.6 HD may offer services which are invoiced in advance, such as participation in education, courses, trainings, workshops, lectures.
5.7 If a participant (client) has paid the costs in advance and HD is unable to provide the service due to force majeure or a shortage of registrations, the amount paid will be refunded to participant (client) within 30 days.
5.8 In case of untimely payment, the Client shall, even without notice of default, be in default by operation of law and shall – without prejudice to the legal consequences of non-performance of obligations – owe default interest of 1% per month, including any part of a month, as from the due date. After written demand, HD is entitled to charge extrajudicial collection costs to the amount of 15% of the principal sum with a minimum of € 150, without prejudice to the right to claim the full collection costs.
5.7 HD is at all times authorised, before (further) performance, to demand that the Client provides adequate security for the fulfilment of its obligations towards HD.
Article 6 Change or cancellation of the assignment
6.1 If the parties agree to change the approach, working method or extent of the assignment, this may influence the agreed time schedule or approach.
agreed time schedule or approach. Only changes agreed in writing are binding for the parties.
6.2 If an interim change or delay affects the agreed delivery time, fee or cost reimbursement, HD shall inform the client in writing as soon as possible.
6.3 Every order issued to HD may be cancelled in writing (letter or fax). The cancellation date shall be the date of the postmark or fax.
6.4 In case of cancellation, the following arrangements shall apply:
Cancellation more than 20 working days before commencement of the work is free of charge. Up to 10 working days before execution we will charge 50%. Subject to any preparatory activities already carried out and costs of third parties which HD has demonstrably incurred and which remain payable by HD.
In case of cancellation within the period of 10 working days, we will charge the full costs.
In case of late cancellation, the full amount of the work is irrevocably due and no refund can be claimed.
In case of serious personal circumstances of Client (illness, death), HD may make an exception out of courtesy and HD will consider this at all times and with all its heart. However, client cannot derive any rights from this goodwill arrangement.
When registering for courses, trainings, workshops, administrative costs may be charged in case of cancellation, provided this has been made known in advance on the registration form. The following also applies: After sending the registration form via our website, the statutory 14-day cooling-off period starts (during which you can change your mind free of charge) and you will receive a confirmation e-mail from us for participation in the desired training course. You can cancel free of charge up to 20 working days prior to the first training date, after which 50% of the total training price will be charged. For cancellations up to one week in advance, 100% of the total training price will be charged.
6.5 If a meeting, for which HD has been hired to contribute, cannot take place live due to government regulations:
– We will move it to a suitable online environment at the same time. The fee arrangements remain unchanged.
– This also applies if the client decides not to do a meeting live but online, even though the government would allow it.
– In the case of a large event where moving to online is not possible or desirable, the arrangements set out in 6.4 apply in principle. Out of courtesy, HD will in this case look for possible exceptions together with the client. However, the client cannot derive any rights from this goodwill arrangement.
– If, due to government regulations, activities in our open training offer cannot take place, we offer participants the opportunity to transfer free of charge to an alternative date offered by us, or to provide their own replacement. Restitution of registration fees is not possible in these cases.
Article 7 Intellectual property, confidentiality and privacy
7.1 All intellectual property rights which can be asserted with regard to the models, study materials, methods, techniques and instruments used by HD remain vested in HD, unless otherwise agreed.
7.2 Except with HD’s express prior written consent, the works published or made available by HD in the context of the performance of an assignment may not be used or adapted in any manner whatsoever, for any purpose other than as stipulated in the context of the assignment.
7.3 Client shall not remove or alter any mention of HD’s name or an indication of any other right holder in the works made available.
7.4 Data of clients and participants in courses, trainings, workshops, education will not be disclosed, lent or sold to third parties.
7.5 Data of participants (clients) in training courses, training courses, workshops, courses can be included in a list of participants for the purpose of that specific course, training course, workshop. On the registration form the possibility is offered to indicate that the participant (client) does not want this.
7.6 HD undertakes to keep confidential all confidential information obtained from the client in the context of the contract. Participants are expressly asked to do the same. Information counts as confidential if it is communicated by the other party or if it arises from the nature of the information.
7.7 HD requires hired third parties to sign a confidentiality agreement, by which the hired third party also undertakes to observe confidentiality as described in Article 7.6.
7.7 During courses, courses of study, workshops, trainings, HD shall draw participants’ (clients’) attention to the confidentiality of everything that comes to the ears of fellow participants. Participants (clients) undertake to observe confidentiality upon registration and acceptance of the general terms and conditions.
Article 8 Liability and complaints
8.1 Except in cases of intent or gross negligence, HD is not liable for any damage suffered by the client or a third party as a result of an act or omission in connection with the performance of the assignment.