Article 1: Applicability
1.1 These standard terms and conditions are applicable to all offers and agreements for the execution of in company programs, such that the applicability of General Terms and Conditions or other provisions or conditions of a Client is expressly rejected.
1.2 By issuing a commission, the client agrees to these General Terms and Conditions.
Article 2: Definitions
Definitions used in these General Terms and Conditions:
- Supplier: FranklinCovey organization (F&U Nederland B.V.), that holds these General Terms and Conditions.
- Client: The Other Party.
- In-Company Program: A program designed for Client in consultation with Client.
- Work: The scope of activities agreed on by Supplier and Client, with the materials supplied by Supplier.
Article 3: Offers
3.1 All offers are free of obligation, unless Supplier has explicitly stated otherwise. All offers are based on information supplied by Client during intake/ preparatory meetings/interviews.
3.2 The offer contains a detailed description of the work and materials that are to be delivered.
3.3 The offer states the period in which the work may be commenced, and includes specification of the duration of the Work, insight in the pricing and the pricing method used, and specifies the method of payment.
Article 4: Pricing
4.1 All prices are exclusive 21% VAT, unless explicitly stated otherwise.
Article 5: Realization of the Agreement
5.1 The agreement is entered into when the offer has been accepted. Acceptance of the offer will be realized by a written agreement from Supplier that is signed by Client, or by commencement by Supplier of the Work specified in the agreement.
Article 6: Execution of Work
6.1 When Supplier cannot meet commitments because of circumstances that were unknown to him at the signing of the contract, the Supplier has the right to amend the agreement so that execution of the agreement will become possible.
6.2 Supplier has the right to suspend execution of the Agreement in case arising circumstances that could not be foreseen at the time of the signing of the agreement, and are outside the Supplier’s sphere of influence, causing Supplier to be temporarily unable to fulfil the commitments under the agreement.
6.3 If performance by Supplier is poor, this will not lead to a refund on the agreed price, but the Supplier will execute the program again. In this case, Supplier will only re-charge the cost of accommodation and any new materials used.
6.4 In the case that renewed execution of the program is not possible, or it is again executed poorly, then the liability of Supplier is limited to an amount equal to the investment of Client according to the original agreement. Except and in so far as the law shall decree otherwise, Supplier’s additional liability shall be expressly excluded.
6.5 Supplier excludes all liability for damages arising out of or in connection with any unlawful act or omission or breach of an obligation by a subordinate or independent person, who is called in by Supplier in executing tasks assigned by the Client, except and in so far as the law shall decree otherwise.
Article 7: Cancellation or Rescheduling
7.1 Client has the right to cancel the order.
7.1.1 If Client cancels order more than 30 calendar days prior to agreed start date of the program; Client will not be issued any cancellation fee.
7.1.2 If Client cancels order 16 to 30 calendar days prior to agreed start date of the program, Client will be invoiced a cancellation fee of 50% of the consultant / trainer fee.
7.1.3 If Client cancels order 8 to 15 calendar days prior to agreed start date of the program, Client will be invoiced a cancellation fee of 75% of the consultant / trainer fee.
7.1.3 If Client cancels order 7 or less calendar days prior to agreed start date of the program, will be invoiced a cancellation fee of 100% of the consultant / trainer fee.
7.1.4 When materials have been customized and cannot be used in any way for another client, 100% of the costs involved will be invoiced.
7.2 Cancellation of the order needs to be in writing.
7.3 Client has the right to postpone or reschedule the order.
7.3.1 If Client reschedules order more than 30 calendar days prior to agreed start date of the program; Client will not be issued any cancellation fee.
7.3.2. If Client reschedules order 16 to 30 calendar days prior to agreed start date of the program, Client will be invoiced a cancellation fee of 25% of the consultant / trainer fee.
7.3.3 If Client reschedules order 8 to 15 calendar days prior to agreed start date of the program, Client will be invoiced a cancellation fee of 50% of the consultant / trainer fee.
7.3.4 If Client reschedules order 7 or less calendar days prior to agreed start date of the program, Client will be invoiced a cancellation fee of 75% of the consultant / trainer fee.
7.4. For those parts of the order that concern accommodation costs, such as for meeting rooms, hotel rooms and catering, the cancellation terms for that specific location will apply.
Article 8: Engagement of Third Parties
8.1 Engaging third parties in executing the program will only occur after consultation with and consent from Client.
Article 9: Payment
9.1 Payment must be remitted by Client within 30 days after invoice date in the manner designated by user and in the invoice currency. The 30 day deadline is the final deadline. In the event of overdue payment, the Client shall be in default.
9.2 If the payment period is exceeded, the Client falls into default of payment. A delay interest of 1% per month will be claimed from the date of default. Part of a month will be calculated as a full month.
9.3 When Client is in default, Supplier reserved the right to exclude participants from Client for follow-up programs/orders.
9.4 If Client is in default with payment or with any other obligation specified in the agreement, Supplier is entitled, without judicial intervention, to proceed to full or partial dissolution of the contract, without prejudice to Supplier’s right to claim damages.
9.5 Both the Supplier and Client are entitled to terminate this Agreement immediately, if the other party has applied for suspension of payment or is declared bankrupt, or – in case Client is a natural person – been placed under guardianship or has died.
9.6 All extrajudicial costs – with a minimum of 5% of the outstanding amount – will be fully at the expense of the Client. As such, shall also be considered the costs of lawyers, bailiffs and debt collection agencies, which costs shall be determined in accordance with current or usual rates.
Article 10: Intellectual Property
10.1 Any unauthorized use, reuse, copying, reproduction, recording, transmittal, modification or revision of such materials or concepts of the consultation or any portion thereof by Client is expressly prohibited and shall constitute a breach of this Agreement and/or copyright law.
10.2 Unless explicitly agreed upon, Supplier owns all intellectual property rights, proprietary rights and copyrights to all consultation concepts and materials.
10.3 Client must return the complete files at Supplier’s first request, on pain of penalty of €450 per day that Client remains in default.
Article 11: Confidentiality
11.1 Details of the order may neither be copied in whole or in part nor disclosed to third parties by Supplier, without the explicit permission from Client.
Article 12: Governing law and competent court
12.1 These General Terms and Conditions have been translated into English. In the event of any dispute about these General Terms and Conditions, the Dutch text and meaning thereof under Dutch law are binding exclusively.
12.2 All disputes arising from this agreement or any others related to it, even if only regarded as such by just one of the parties, shall be heard exclusively by the competent court in Utrecht, Netherlands.