Article 1. Definitions
Terminology used in these Terms and Conditions is defined as follows:
- Contracted Party: ImpactYourCareer, located in Amsterdam.
- Client: The private individual or the legal entity who has given Contracted Party the assignment to perform coaching, training, or related Services.
- Services: All activities for which an assignment has been given or ensuing from or are directly related to the assignment, all to be taken in the broadest sense of the word.
- Agreement: Each arrangement between Contracted Party and Client for the performance of Services by Contracted Party for the benefit of Client.
- NOBCO: De Stichting Nederlandse Orde van Beroeps Coaches (Foundation Dutch Order of Professional Coaches).
Article 2. Applicability of these Terms and Conditions
- These Terms and Conditions apply to all quotations and agreements in which Services are being offered or delivered by Contracted Party within the scope of his profession. Derogations from these Terms and Conditions are only valid if and to the extent that Client and Contracted Party have agreed to these in writing.
- These Terms and Conditions also apply to any agreement for the performance of which Contracted Party will engage third parties.
- The rules and regulations of conduct (e.g. NOBCO / EMCC) are part of any agreement.
- These Terms and Conditions are also applicable to any additional assignments and ensuing assignments Client may give.
- In the event that one or more stipulations of these Terms and Conditions are void or declared invalid, all other stipulations of these Terms and Conditions remain fully applicable. Client and Contracted Party will then consult with each other to agree to a new stipulation as a replacement for the void and/or invalid stipulation, consistent with the objectives and the purpose of the original stipulation as much as possible.
- Any purchasing conditions or other terms and conditions used by Client are not applicable unless Contracted Party has explicitly accepted these in writing.
Article 3. Applicable Rules and Regulations of Conduct
- Contracted Party performs the Services in accordance with the “NOBCO Ethische Gedragscode” (“NOBCO Ethical Code of Conduct”) or the professional Code of Conduct replacing it and considers himself bound to the Complaints Regulations of the NOBCO or the Rules of Professional Conduct and the Regulations on Discipline replacing these. The applicable Rules and Regulations of Conduct are to be found on NOBCO’s website: www.nobco.nl.
Article 4. Quotations and conclusion of the Agreement
- All quotations made by Contracted Party are free of engagement and stand for 30 days, unless stated otherwise. Prices set in the quotations are exclusive of VAT unless explicitly stated otherwise.
- The Agreement is concluded by acceptance of the quotation by Client in writing (including e-mail) within 30 days.
- Quotations are based on the information that Client provided to Contracted Party. The quotation is expected to be correct and complete. The Agreement is concluded for an indefinite period unless the nature or content of the Agreement requires otherwise.
Article 5. Performance of the Agreement
- For Contracted Party, each Agreement leads to an obligation to perform to the best of his abilities on a best-efforts basis with due precision and expertise, and not to an achievement/results obligation, in accordance with the NOBCO standards and directions applicable at the time of the performance of the Agreement.
- Contracted Party determines how and by whom the assignments are executed, while carefully considered the requests of Client.
- In all cases wherein Contracted Party deems it useful or necessary, he has the right to engage third parties for the performance of operations or to have third parties assist him, in consultation with Client.
- Client takes care that all information, which Contracted Party has indicated as necessary for the execution of the Agreement, is provided correctly, completely and promptly. If Client fails to promptly provide the required information, Contracted Party has the right to suspend performance of the Agreement and to charge Client for any extra costs relating to the suspension, in accordance with customary rates.
- If a term has been agreed on for completion of certain operations by Contracted Party, this is not to be regarded as a strict deadline, unless explicitly agreed otherwise. Consequently, if the agreed time limit is exceeded, this does not constitute an attributable failure to comply on the part of Contracted Party. Therefore, Client cannot dissolve the Agreement and has no right to compensation. If the term is exceeded, Client can, however, set a new reasonable time limit for performance, within which Contracted Party is to perform the Agreement. If this new time limit is exceeded, this may give Client grounds to dissolve the Agreement.
- When Contracted Party receives the order to fulfil an assignment or part of it in cooperation with a third party, Client will determine everybody’s tasks, in close consultation with all involved. Contracted Party excludes joint and several liabilities, as well as any liability for the performance of the tasks of third parties and the operations related to these tasks.
Article 6 Changes in the Agreement
- When quality and completion of the assignment require changes or additional Services, Contracted Party and Client will discuss and change the assignment in a timely manner.
- When Contracted Party and Client change or complement the Agreement, the timeline of the agreed completion of the tasks could be affected or financial and/or qualitative consequences could occur. In this case, Contracted Party will inform Client as soon as possible. When Contracted Party’s fee consists of a fixed amount, Contracted Party will inform Client how much the changes or additional Services in the Agreement will exceed this fixed amount.
Article 7. Confidentiality
- Contracted Party may not disclose any confidential information provided by Client or obtained otherwise during performance of the Agreement to third parties, except in case of any obligation imposed by law or by an authorised public body to disclose certain information. Information is deemed to be confidential if it has been qualified as such by the other party or if confidentiality is implied by the (private) nature of the information. Contracted Party takes due care that a similar duty of confidentiality is imposed on third parties engaged by him in performance of an agreement.
- Conversations, sessions and any other contacts in whatever form that take place between Contracted Party and Client or between Contracted Party and Coachee are deemed to be strictly confidential. Contracted Party is not to disclose any information about the content or course of these to anybody, including Client, unless Client or Coachee has explicitly given permission to do so or in case of any obligation imposed by law or by an authorised public body to disclose certain information.
Article 8. Intellectual Property Rights
- Contracted Party is owner of the intellectual property rights pertaining to products and Services provided for performance of the contract, including, but not limited to, tests, readers, reports, models, exercise materials and computer programs.
- Client shall not use products and Services, and shall procure that Coachee shall not use products and Services, that are exclusively owned by Contracted Party, for purposes other than performance of the Agreement, unless Contracted Party has given his prior written consent and then only for the purpose of the assignment.
- Contracted Party has the right to use knowledge obtained in performance of the operations for other purposes, as long as no confidential information is disclosed to third parties and provided that it cannot be traced back to any individual Client and/or Coachee.
Article 9. Fees and Costs
- Contracted Party’s fee consists of a fixed amount, determined in advance, per Agreement or per provided Service and/or can be calculated based on rates per time unit that Contracted Party has worked, unless agreed otherwise.
- All fees are exclusive of government taxes such as turnover tax/VAT and are also exclusive of travel expenses and other expenses made on behalf of Client, including expense accounts of third parties engaged in the performance of the Agreement.
- Contracted Party may request a reasonable advance payment of fees from Client in relation to expenses made on behalf of Client. If Contracted Party has requested a reasonable advance, he has the right to suspend the performance of services until Client will have paid the advance to him or has provided security for payment.
- Contracted Party has the right to annually adjust the fees agreed on, in consultation with Client, due to changes in the general price index and governmental regulations.
Article 10. Payment
- Payment is due within agreed timeframes and before the start of individual Coaching, by method of payment indicated by Contracted Party. Payment will take place without deduction, adjustment or suspension for any reason whatsoever.
- When Client did not fulfil the payment within the terms as stated in article 10.1, Client is in default. Client is liable to pay Contracted Party interest for late payment on the payable amount equal to the statutory interest from the moment of default.
- In the case of article 10.2, Contracted Party has the right to end or suspend any activities with regards to this agreement without being liable.
- If there are several Clients, each Client is jointly and severally liable towards Contracted Party for payment of the total sum of invoice in the event that the operations have been performed for the benefit of all these Clients.
- Payments made by Client will firstly serve to settle any accrued interest and costs, and secondly to settle the longest outstanding invoices, even if Client states that the payment is intended to settle an invoice of a later date.
- If Client has been granted suspension of payment or has become bankrupt, claims of the Contracted Party to Client are immediately due and payable.
Article 11. Collection Costs
- In the event that Client is in default of full payment of the amounts indebted to Contracted Party, Client is liable for extrajudicial costs and the following applies:
- To the extent that Client did not act while practising a profession or business, Contracted Party may claim an amount equal to the maximum legally permitted compensation of extrajudicial collection costs permitted by law, as determined in the (Dutch) Compensation for Extrajudicial collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten) and calculated in accordance with this Decree, to the extent – after the default took effect – that the unsettled amount has not been paid by Client if Client, being in default, fails to pay the unsettled amount within 14 days from the day after a reminder notice was sent to him.
- To the extent that Client did act while practising a profession or business, Contracted Party may claim compensation of the extrajudicial (collection)costs, which, in deviation from article 96, subsection 4 of Book 6 of the Dutch Civil Code, and the Compensation for Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten), are set at 15% of the total outstanding principal amount, with a minimum of EUR 75,00 for each unsettled or partially unsettled invoice.
Article 12. Liability
- Contracted Party does not accept any liability towards Client and/or Coachee for any damage resulting from compliance with the Agreement that is attributable to him, unless Client proves that the damage resulted from serious culpability or gross negligence.
- In the event that Contracted Party should be liable for any damage suffered by Client and/or Coachee, his liability towards Client and/or Coachee will be limited to the fee for the assignment on which the liability is based, or that part of the assignment the liability refers to.
- In derogation from article 12.2, when an assignment is valid for 6 months or limited, liability is limited to the fee over the last 6 months.
- In the event that Contracted Party should be liable for any damage suffered by Client and/or Coachee, his liability will be limited to the amount of indemnity payable for each accident under Contracted Party’s professional liability insurance, or any other liability insurances, to be increased by Client’s insurance deductible. The total amount will not exceed the maximum amount payable by the insurer. Contracted Party will provide a copy of the insurance policy containing the conditions of the professional liability insurance upon request.
- Contracted Party is not obliged to pay compensation for consequential damage suffered by Client including but not limited to consequential loss, loss of earnings and damage resulting from stagnation of business.
- Contracted Party is not liable for any damage suffered by Client and/or Coachee, irrespective of its nature, resulting from of inaccurate and/or incomplete information provided by Client, unless Contracted Party should have been aware of these inaccuracies or incompleteness, or they should have been knowable to Contracted Party.
- Client indemnifies Contracted Party against any claims by third parties arising from the performance of the Agreement between Client and Contracted Party, unless it concerns claims resulting from serious failure to perform by Contracted Party.
- Any claims against Contracted Party by Client and/or Coachee must be filed within 1 year from ascertaining the damage, after which the legal claim will be expired.
Article 13. Terms of Cancellation
- Contracted Party has the right to cancel Services without given a specific reason of refuse the assignment or participation of a Client and/or Coachee referred by Client. In this case Contracted Party will reimburse the paid honorarium to Client.
- Cancellation by Client is to be done in writing by post or e-mail and confirmed by Contracted Party.
- If cancellation of training sessions and related operations by Client takes place within 5 working days prior to commencement of the activities concerned, Client is to pay 100% of the costs of the cancelled hours or of the agreed total sum. If this cancellation takes place more than 5 working days but no longer than 15 working days prior to commencement of the activities, Client will be obliged to pay 50% of the costs of the cancelled hours or of the agreed total sum.
- If cancellation of individual coaching and other support programmes by Client takes place within 24 hours prior to commencement of the activities concerned, Client will be obliged to pay 100% of the costs of the cancelled hours and/or of the agreed total sum; if cancellation takes place between 24 and 48 hours prior to commencement of activities he will be obliged to pay 50% of these and if cancellation takes place earlier than 48 hours prior to commencement of these activities he will be obliged to pay 25% of these at the maximum.
- Client will be liable to pay 100% of the agreed total sum if he, even without cancellation, does not use the Services of Contracted Party agreed on.
Article 14. Termination of the Agreement
- Termination of the Agreement by Contracted Party or Client is to be done in writing by post or e-mail. When the agreement has a duration of 1 year or longer, a notice period of a minimal of two months should be considered.
- Contracted Party will have the right to immediately terminate the Agreement without the need for judicial intervention, by written notice of termination sent by post or e-mail to Client if the latter remains in default as to paying the invoice sent by Contracted Party, within 14 days of the written final notice for payment.
- Contracted Party will have the right to immediately terminate the Agreement, without legal intervention, by written notice of termination sent by post or e-mail to Client if any contractual obligation is still not fulfilled or not fulfilled adequately within 14 days of the written final notice to comply.
- Client as well as Contracted Party may immediately terminate the Agreement by means of a notice sent by post or e-mail if the other party has been granted suspension of payment or has become bankrupt.
Article 15. Settlement of a dispute
- Dutch Law is applicable to all Agreements between Contracted Party and Client.
- The court of Amsterdam has exclusive authority to hear the case.