GENERAL TERMS AND CONDITIONS
LOUTER PROMOVEREN / THE DUTCH PHD COACH
Article 1 General
- These general terms and conditions (hereinafter ‘conditions’) will use the following terms, unless stipulated differently:
- Louter Promoveren/The Dutch PhD Coach: Louter Promoveren/The Dutch PhD Coach (hereinafter ‘Louter Promoveren’) established in Oene, user of these conditions and contractor when executing a contract.
- The other party: the natural or legal person who concludes a contract with Louter Promoveren or to whom Louter Promoveren has made an offer on which these conditions are applicable.
- Products: the products, like e-books, to be sold and delivered or sold and delivered by Louter Promoveren, whether or not online, to the other party.
- Services: the services delivered or to be delivered by Louter Promoveren, like (online) training and support.
- Program: a program offered by Louter Promoveren with different parts, like (online) training, and/or support, given for a longer period, as described in Louter Promoveren’s information material.
- Participant: a (extra) participant of a program appointed by Louter Promoveren.
- Online-study course: a by the other party online selected course or training offered online by Louter Promoveren.
- These conditions apply to every offer and contract between Louter Promoveren and another party to which Louter Promoveren applied these conditions, unless otherwise explicitly stipulated in writing. By accepting without any comment of an offer or order confirmation, the other party agrees with the application of these conditions.
- The present conditions do also apply to contracts for the execution of which Louter Promoveren need to involve a third party.
- The applicability of other general terms and conditions (including those of the other party) is explicitly rejected.
- Where one or more stipulations under the present conditions shall be null and void or annulled, either in their entirety or in part, the remaining stipulations shall remain fully effective. Louter Promoveren and the other party will in that case enter into consultation in order to agree on the substitution of the null or annulled stipulations, whereby observing the goal and meaning of the original stipulations as much as possible.
- If uncertainty exists regarding the interpretation of one or more stipulations of these conditions, then the explanation shall be found in the spirit of these stipulations.
- If there is a conflict between parties that is not regulated in these conditions, this situation should be assessed in the spirit of these conditions.
- If strict observance of these conditions is not always required by Louter Promoveren this does not mean that the stipulations are not applicable or that Louter Promoveren loses the right in any manner to demand the strict compliance of these stipulations in other cases.
- Louter Promoveren reserves the right to modify or supplement these conditions. Changes of minor importance can be made at any time. In case the other party doesn’t want to accept a change, he can terminate the contract until the date the new conditions will come into force. In case Louter Promoveren hasn’t received a written protest within the period of 14 days after the notification that change will happen, the changes involved will be regarded as having been unconditionally accepted and approved by the other party.
- In these conditions the term ‘written’ regarding communication between Louter Promoveren and the other party also means electronic communication. The electronic system of Louter Promoveren shall be regarded as the only evidence of the content and time of receiving and sending of the relevant electronic communication.
Article 2 Offers and quotations
- All offers and quotations of Louter Promoveren are without obligation and valid for 30 days from the date stipulated thereon, unless the offer specifies otherwise.
- Louter Promoveren shall not be held to its offer or quotation if the other party can reasonably understand that the offer or any part thereof contains a mistake or clerical error.
- The prices stated in an offer or quotation are without VAT (value added tax) and other government imposed taxes or any costs incurred during the agreement like travel, accommodation, administration and postage costs, unless stated otherwise.
- If the acceptance deviates from the offer included in the quotation (whether or not on minor points), Louter Promoveren will not be bound to that acceptance. In such case the contract will not take place according to the different acceptance, unless stated otherwise.
- A combined quote will not oblige Louter Promoveren to deliver a part of the proposal stated in the offer for a corresponding part of the price. Any offer or quotation will not automatically apply for future orders.
Article 3 Conclusion and performance of the agreement
- The agreement to follow a program is concluded by the other party signing the appropriate application and registration form or by registering digitally as stated in the notification requirements of Louter Promoveren, followed by a written notice by Louter Promoveren that the other party and her (extra) participant is accepted for the program by Louter Promoveren.
- Louter Promoveren will inform the potential other party as soon as possible by email to the email address supplied by the other party if he/she (resp. the (extra) participant) is or isn’t accepted for the program.
- Until such notification as mentioned in article 3.2. is provided, no contract will take place for the program stated and the other party is allowed to cancel his/her registration.
- The agreement to follow an online study course is a result of the digital registration of the other party, in accordance with the stated notification requirements, aiming at the establishment of a contract to follow an online study course.
- The contract to buy a product is a result of the electronic acceptance by the other party of Louter Promoveren’s online offer and compliance with the relevant conditions.
- Offers of Louter Promoveren are non-binding until a conract is reached between Louter Promoveren and the other party.
- If for the execution of certain activities a term was agreed upon, then this term is never fatal. In the event that the final deadline is exceeded, the other party must notify Louter Promoveren of the default in writing with due regard for a reasonable period of time to fulfil her obligations.
- Louter Promoveren shall be entitled to have specific activities carried out by third parties.
- In the event work is performed by Louter Promoveren or by third parties engaged by Louter Promoveren, including employees of Louter Promoveren, on site at the other party’s location or at a location designated by the other party, the other party needs to take care free of charge of the facilities as requested in all fairness by those assistants.
- Louter Promoveren will execute the contract to the best of its knowledge and in accordance with the requirements of good craftsmanship and on the basis of the best available techniques at the time. Louter Promoveren has a best effort obligation and doesn’t have a commitment or obligation to achieve a specific result.
- Louter Promoveren offers services and products in the area of training and support based on own expertise and will always provide training and support with dedication and motivation, which at that moment will have to the best of knowledge and belief the best chance of success for the other party. The final outcome will also depend on external factors over which Louter Promoveren has no influence. Louter Promoveren does never have an obligation to achieve results.
Article 4 Billing and payment
- The other party must pay all amounts due including VAT no later than on the date agreed, respectively within the agreed payment deadlines. The other party is not entitled to suspend his/her payment obligation, not even on the grounds that it has submitted a claim.
- In the case of advanced payment for the delivery of services and products, the other party cannot exercise any right to delivery then after complete payment to Louter Promoveren of amounts due.
- Louter Promoveren will send the other party invoices in respect of goods supplied and services rendered or in case of advance payment still to be supplied or to be rendered.
- Louter Promoveren has the right to send invoices electronically to the email address supplied by the other party.
- If no other payment term has been agreed, the other party must pay within 14 days after invoice date.
- Net payment of the invoices need to be paid into the bank account of Louter Promoveren, without any discount, deduction or sett off. The date stated on the bank transfer slips of Louter Promoveren will be considered the date of payment.
- In case the other party hasn’t paid the full amount owed within the agreed payment deadline or no later than the stipulated payment date, the other party is legally in default, without any notice of default being required. Participation of the other party in the relevant program will be ended immediately. Default interest of 1,5% over the full amount owed per month or part of a month, whereas a part of a month will be considered as a full month, shall be calculated from the time that the other party is in default until the moment of payment of the full amount owed. This article is without prejudice to the right of Louter Promoveren to full compensation of damages according to the law.
- In case the other party ends the participation in a program for which a contract was made, the other party is not released from paying the total amount owed for the full program.
- All costs connected with the collection from the other party of the amount due, including judicial and extrajudicial expenses, shall be for account of the other party. Included are costs of seizure of possessions, voluntary liquidation, collection expenses, and costs made by Louter Promoveren for debt collection agencies, as well as fees of bailiffs and lawyers and other advisers. The extra judicial costs shall be deemed to be at least 15% of the amount to be claimed, for a minimum of € 75.
- Complaints on invoices should be reported in writing by registered mail with acknowledgment of receipt, in the absence of which invoices are considered accepted and agreed upon and complaints are no longer valid.
- Payments made by the other party shall initially always serve for payment of all judicial and extra judicial costs and interest and shall then be applied to settle the oldest outstanding items, even in case the other party states otherwise.
Article 5 Obligations of the other party and participants during the execution of a program/training
- The other party (respective an appointed (extra) participant) shall provide the correct and complete information, deemed necessary by Louter Promoveren for the program/training.
- A (extra) participant is bound to the stipulations in the contract (including these conditions).
- The other party guarantees that he/she and a by him/her appointed (extra) participant will comply with the stipulations of the contract (including these conditions) that are applicable to participants.
- The parts of a program need to be completed within the time frame as stipulated in the information material of the program.
- The other party, respective a (extra) appointed participant is expected to conduct himself or herself in a positive, cooperative way while following the program/training/support.
Article 6 Rights of Louter Promoveren relating to the execution of a program
Louter Promoveren has the following rights:
- to change the contents of a program in the interim when the need arises for quality purposes;
- to alter the group size for training and support sessions in a program:
- to change the planning of parts of a program in the interim regarding place or time;
- to stipulate which trainer/teacher will conduct the training or support and if necessary substitute a trainer/teacher in the interim;
- to cancel a program before the training begins due to insufficient enrolments or other reasons of its own. Participants that are accepted will be informed in which case Louter Promoveren isn’t obliged to state a reason. The obligations of payment will be abolished and already made payments refunded;
- to refuse the participation (in interim) of a specific other party (participant) for reasons of its own. The other party/participant will be informed in which case Louter Promoveren is not obliged to state a reason. The obligations of payment will be abolished and already made payments (in proportions to services not yet received) will be refunded.
Article 7 Postponement, annulment and premature cancellation of the contract
- In case:
- The other party has failed to fulfil its payment obligation or to do so in time or in full;
- The other party requests its bankruptcy, goes into liquidation or ask for suspension of payment;
- The other party decides to liquidate and/or is liquidated or ceases its business operations;
- The other party, respective participant fails to fulfil its obligations towards Louter Promoveren, even after notice of default with a reasonable time limit for remedying,
the other party will be held in default by operation of law. Louter Promoveren has the right to dissolve the contract with immediate effect, either wholly or in part; to refuse (further) participation in a program of the other party and/or by the other party appointed participant(s) or to suspend her obligations (execution of its services), without prejudice to Louter Promoveren’s other rights by virtue of the law. Louter Promoveren shall not be liable for the reimbursement of any already made payments or indemnity and will be entitled to amounts not yet paid by the other party that are owed based on the agreement and are immediately due by the default.
- Louter Promoveren is entitled to terminate the contract if there are circumstances that are of such nature that it is impossible to fully comply with the obligations of the contract or in the event of any other circumstances, which are of such a nature that the other party cannot expect the unaltered continuation of the contract in reason.
- The full claim for payment is due immediately if the contract is dissolved through the negligence of the other party. If Louter Promoveren suspends the fulfilment of the obligations, she retains the entitlements deriving from law and the contract.
- If Louter Promoveren suspends or dissolves the contract, she shall not be under any obligation to compensate any losses or costs ensuing from this in any way.
- If the termination is to be attributed to the other party, Louter Promoveren is entitled to compensation of the damage and costs, which are caused directly and indirectly as a result.
- In case the other party is disturbing or difficult to work with, doesn’t comply with the program’s guidelines or disturbs or makes it unsafe for the participation of other participants, Louter Promoveren can terminate the agreement at its own option and discretion and limit participation on a program; suspend or cancel without repayment or remission claims for monthly payments still to be cashed.
- In case the other party enrols in a program of Louter Promoveren, the other party commits himself for the whole term of this program. In case the other party decides during the program to terminate the program, the other party is still bound to pay for the complete costs of the full program if not already done so. That obligation shall continue to apply, irrespective of the other party is participating and finishing and irrespective if the other party pays in one go or in terms. No refunds are made on payments already done.
- In case the other party terminates its participation for a program, the other party is entitled to appoint another participant within 5 working days after cancelation. Louter Promoveren shall be free to accept or not accept this replacement participant.
- After the contract has been concluded, there is no possibility to cancel/terminate the online study course contract.
- It is only possible in exceptional situations to reschedule planned one-on-one meetings in a program, which will be assessed exclusively by the discretion of Louter Promoveren. Missed meetings are neither made up nor a reason to change (reduce) the payment obligations of the other party.
- If the other party cancels an already placed order wholly or partially, then the therefor ordered and already manufactured parts, as well as the forwarding, disposal and delivery cost and reserved working hours will be invoiced in their totality to the other party.
- Louter Promoveren is entitled freely to cancel a program prematurely without providing reasons. In that case the other party is entitled to reimbursement of paid amounts after deduction of all other costs due for already delivered performances and services.
- In case the contract is terminated, the provisions that are by their nature intended to continue, shall continue to exist after the termination of the contracht like, but not limited by the provisions regarding confidentiality and intellectual property.
Article 8 Force majeure
- Louter Promoveren is not obliged to fulfil any obligation if it is hampered to do so as a consequence of a circumstance that is neither due to negligence, nor by virtue of the law, a legal action or pursuant generally accepted principles.
- In these conditions, force majeure is defined, in addition to the relevant definitions in the law and in case law, as all external causes, foreseen or not, which Louter Promoveren cannot influence (like illness or death of a trainer/teacher, riots or civil disturbance, war, electricity failure, failure of the internet, service providers, computer network or telecommunications facilities) which prevent Louter Promoveren from fulfilling its obligations. That includes work strikes at Louter Promoveren or third parties. Louter Promoveren has the right to invoke force majeure if the circumstance that prevents (further) compliance takes effect after Louter Promoveren should have complied with its obligations under the contract.a
- Louter Promoveren will inform the other party as soon as possible in a case of force majeure. If possible, both parties shall try to reach a solution like, in case of illness of a trainer/teacher, rescheduling of the activities in the program.
- During the period of force majeure, Louter Promoveren may suspend compliance with its obligations. In case the period of force majeure lasts longer than two months, then each party is entitled to terminate the contract without any obligation to pay damages to the other party.
- In so far as Louter Promoveren has partly performed or will be able to partly perform its obligations arising from the contract at the time when the situation of force majeure occurs, and that part performed or to be performed is of independent value, Louter Promoveren will be entitled to invoice the part performed or to be performed in proportion to the total amount of the contract. In the event that on the commencement of the force majeure the other party has paid more than is owed based on what is partly delivered, Louter Promoveren must reimburse the overpaid amount.
Article 9 Secrecy / confidentiality
- The other party shall not disclose, or use for any purpose other than its original purpose, any confidential information, or information that could be confidential, provided by participants on a program; by Louter Promoveren or a representative of Louter Promoveren. All parties shall be subject to a duty of secrecy with regard to any confidential information.
- All business information disclosed to Louter Promoveren during a direct individual and private meeting shall remain confidential. Information provided by the other party and other participants during group sessions and other meetings and recordings can be distributed among all participants of a program and can be added to products sold by Louter Promoveren, so new participants can learn from the provided information. Louter Promoveren asks all the participants to observe confidentiality and to respect the rights and privacy of the other participants. Louter Promoveren shall not be liable in case the other party or other participants don’t respect this provision.
- Information is considered confidential if this is communicated by Louter Promoveren or the other party/participants or if this results from the nature of the information. When in doubt, information will be regarded confidential.
- The other party can’t share confidential information as described in this article with others and can’t use it then in discussion with other participants of the program during program sessions.
Article 10 Ownership reservation and intellectual property rights
- Until the other party complies fully with all the obligations contained in the contract, all services, documents, physical or electronic files remain the property of Louter Promoveren.
- All by Louter Promoveren delivered electronic files and physical materials are protected by copyright and owners right. The other party is expressly forbidden without Louter Promoveren’s permission previously given in writing from copying any material, and shall refrain from reproducing, publishing or exploiting data or information, including working methods, recommendations and other intellectual products, in the broadest sense of the word, with or without calling on the services of third parties. In the event of premature termination of the contract, the foregoing applies mutatis mutandis.
- Louter Promoveren is entitled for the execution of the contract to use the at its side increased knowledge for other purposes, provided that no strictly confidential information of the other party will be notified to third parties.
- The other party shall at all times do whatever may reasonably be expected of him to safeguard the rights of ownership of Louter Promoveren.
Article 11 Liability and indemnity
- If Louter Promoveren would be liable, this liability is limited to what is stipulated in this article. The limitations of liability contained in these conditions do not apply if the damage can be attributed to intent or gross negligence of Louter Promoveren or executives under her management.
- Louter Promoveren cannot be held liable in case of failure of realising expected outcomes. The realisation of outcome is depending on background, dedication, desires, commitment and motivation of the other party. Louter Promoveren therefor has no responsibility or liability in this regard.
- Louter Promoveren is not liable for damages of whatever nature, due to Louter Promoveren working on the basis of incorrect and/or incomplete data provided by the other party.
- Louter Promoveren is not liable for damages in case Louter Promoveren refers to a third party or Internet site with which she has good experiences. It is the other party’s duty to verify if the services, products or information and products that need to be downloaded are safe and secure.
- Louter Promoveren is never liable for damages that may result from Louter Promoveren’s recommendations to the other party. The other party shall bear the responsibility for the activities, choices and working methods carried out by or on behalf of him/her.
- If Louter Promoveren is liable for any damages, then the liability shall be limited to the amount to be paid by Louter Promoveren’s insurance company. In case the insurance company will not pay any amount, the liability of Louter Promoveren is limited to the invoice value of the order, at least limited to that part of the order related to the liability.
- Louter Promoveren shall exclusively be liable for direct damage. Direct damage is solely understood to mean the reasonable costs for determining the cause and scope of the damage, as far as the determination is related to the damage within the meaning of these conditions, any reasonable costs incurred in responding to the faulty performance of Louter Promoveren, as far as these costs can be attributed to Louter Promoveren and the costs incurred in preventing or limiting the damage, as far as the other party can prove that these costs resulted in the limitation of the direct damage as referred to in these conditions.
Louter Promoveren shall never be liable for indirect damage, including consequential damage, loss of profit, loss of savings or damage due to stagnation of business. Louter Promoveren shall also never be liable in case of force majeure.
- The other party indemnifies Louter Promoveren against possible claims
of third parties who due to the implementation of the contract suffer damage and of which the cause is accountable to others than Louter Promoveren. If Louter Promoveren does receive a claim by a third party, the other party is required to assist Louter Promoveren in both extrajudicial and judicial proceedings and do everything that might be expected of the other party without delay.
- Louter Promoveren shall not be liable for damage which is the consequence of the errors and omissions of third parties or of persons whose services are used, who have been charged by Louter Promoveren to perform work.
- Louter Promoveren will not be liable for any damage resulting from any shortcoming of the other party/participant from complying with the obligations as stated in article 5 or any consequential damage resulting from the implementation of the documents and plans as drawn up during a program, like action plans, in the other party’s organisation.
- Any claim against Louter Promoveren, with the exception of claims explicitly acknowledged by Louter Promoveren, lapses after the mere course of a period of 12 months from the time the claim has arisen.
- Louter Promoveren’s employees can, toward the other party, invoke all means of defence afforded by the contract as if they themselves were a party to that contract.
Article 12 Personal data
- Louter Promoveren shall treat all personal data received from the other party in connection with the contract strictly confidentially and according to applicable privacy laws and regulations.
- Louter Promoveren will record the name and address data of the other party and the by her appointed participants of a program in a client base. This data will be used to execute a contract and can also be used to inform the persons concerned of other services (like training, events and programs) by Louter Promoveren.
- Louter Promoveren and the other party/participants shall agree with the use of those data for the purpose as described above.
- In case the other party/participant might not appreciate information on (new) services of Louter Promoveren, he/she should notify Louter Promoveren who will terminate the supply of information.
Article 12 Applicable law and disputes
- All legal acts in which Louter Promoveren is a party are solely governed by Dutch law, even when a contract, in whole or in part is performed in a foreign country or if any involved parties reside in a foreign country. The applicability of the Vienna Sales Convention is expressly excluded.
- Submitting a complaint does not entitle the other party to suspend his payment obligations, in whole or in part.
- Where a dispute arises following an order, parties shall seek to resolve the dispute through friendly consultation.
- A dispute exists when either party so declares in writing with the statement of the subject of the dispute according to that party.
- After receipt of the complaint, Louter Promoveren will notify this to the other party within 5 working days and will give him/her an indication of the period of time in which the complaint will be dealt with. This period of time shall be, depending on nature and scope of the complaint, a maximum of two months.
- In order to achieve an amicable agreement, both parties can submit the dispute for the assessment of an independent expert for advice and mediation. The costs for this shall be borne by the party, which is proven to be wrong by this independent expert.
- If the dispute cannot be resolved, or no agreement can be reached in appointing an independent expert, the dispute will be referred to the relevant competent civil court.