Terms and conditions | What Makes You Tick

Article 1: Definitions

In these general terms and conditions, the following terms are understood to mean:

Contractor:
The natural or legal person on whose behalf the coach/facilitator offers services in the field of training, coaching, advice, or related activities under these general terms and conditions, in this case, What Makes You Tick V.O.F.

Client:
The natural or legal person who has commissioned the Contractor to perform services in the field of training, coaching, advice, or related activities.

Participant:
The natural person who participates in a guidance process in the field of training, coaching, or related activities.

Services:
All activities commissioned, or arising from, or directly related to the assignment, in the broadest sense of the word.

Agreement:
Any agreement between the Client and the Contractor for the provision of services by the Contractor for the benefit of the Client.

Article 2: Applicability of these conditions

These general terms and conditions apply to all offers and agreements whereby the Contractor offers or provides services in the context of their profession.
These general terms and conditions also apply to any agreement involving third parties for the execution by the Contractor.
Deviations from these general terms and conditions are only valid if and insofar as they have been agreed upon in writing between the Client and the Contractor.
Any purchase or other general terms and conditions of the Client do not apply unless the Contractor has expressly accepted them in writing.
If one or more provisions of these general terms and conditions are null and void or annulled, the remaining provisions of these general terms and conditions remain fully applicable. The Client and the Contractor will then consult to agree on a new provision to replace the null and void or annulled provision, as much as possible in accordance with the purpose and intent of the original provision.
These general terms and conditions also apply to additional and follow-up assignments from the Client.

Article 3: Offers and conclusion of the Agreement

All offers made by the Contractor are without obligation and are valid for 30 days unless otherwise indicated. The Contractor is only bound by an offer if the acceptance thereof by the Client is confirmed to the Contractor within the specified validity period without reservation or change.
The prices in the offers are exclusive of VAT unless expressly stated otherwise. The Agreement is concluded by acceptance of the offer by the Client as referred to in the last sentence of paragraph 1.
The Client and the Contractor have also concluded an Agreement if the Contractor confirms an agreement made between the Client and the Contractor in writing and the Client does not dispute its correctness in writing within ten working days or – if that period is shorter – before the start of the work.

Article 4: Execution of the Agreement

Each Agreement leads to a best-efforts obligation for the Contractor, whereby the Contractor is obliged to fulfill their obligations to the best of their ability, with the necessary care and craftsmanship.
In all cases where the Contractor deems it useful or necessary, they have the right to – in consultation with the Client – have certain activities performed by third parties or to be assisted by third parties.
The Client ensures that all data, which the Contractor indicates are necessary for the execution of the agreement, are provided to the Contractor properly, completely, and in a timely manner.
If the data required for the execution of the Agreement are not provided to the Contractor in time, the Contractor has the right to suspend the execution of the Agreement and/or charge the Client for the additional costs resulting from the delay according to the usual rates. If a term has been agreed upon for the completion of certain activities by the Contractor, this is not a strict deadline unless expressly agreed otherwise. Exceeding or shifting the agreed term does not constitute an attributable shortcoming of the Contractor. For this reason, the Client cannot dissolve the Agreement and is not entitled to compensation. The Client can, in case of exceeding or shifting the agreed term, set a new, reasonable term within which the Contractor must execute the agreement. Exceeding this new term may provide the Client with grounds for dissolving the Agreement.
When the Contractor is commissioned to fulfill an assignment or part thereof in collaboration with a third party, the Client will determine in consultation with all parties involved what each party’s task is. The Contractor does not accept joint and several liability, nor liability for the execution of the task and the associated activities of the third party.

Article 5: Confidentiality

The Contractor is, except for any obligation imposed by law or a competent government body to disclose certain data, obliged to maintain confidentiality towards third parties regarding all confidential information obtained in the context of the Agreement from the Client or other sources. Information is considered confidential if it has been communicated by the Client or if it arises from the nature of the information. The Contractor ensures that this obligation is also imposed on any employees or third parties engaged by them for an assignment.
Conversations, workshops, and other contacts that take place in any form between the Contractor and the Participant are considered strictly confidential. The Contractor will not disclose any information about the content and progress of these contacts to anyone, including the Client, unless this is done with the express consent of and/or at the initiative of the Participant.

Article 6: Intellectual property

The Contractor holds the intellectual property rights to the products provided to the Client and/or Participant in the context of the Agreement or used in the context of this Agreement, including but not limited to tests, readers, reports, models, exercise materials, and computer programs.
The Client and/or Participant may not use these products, to which the Contractor holds the intellectual property rights, without the express written consent of the Contractor, other than for the purpose of this assignment.
The Contractor is entitled to use the knowledge obtained from the execution of the activities for other purposes, provided that no confidential information is disclosed to third parties and it is not traceable to individual Clients or Participants.

Article 7: Fees and costs

The Contractor’s fee consists, unless expressly agreed otherwise, of a predetermined fixed amount per Agreement or per service provided and/or can be calculated based on rates per time unit worked by the Contractor.
All fees are exclusive of government levies such as VAT as well as exclusive of travel and other expenses incurred on behalf of the Client, including but not limited to declarations of engaged third parties.
The Contractor reserves the right to charge separately for office or material costs incurred, insofar as these exceed the usual.
The Client must pay the total amount to the Contractor at the start of the agreed activities.
The Contractor has the right to suspend the execution of the activities until the Client has paid the advance to the Contractor or has provided security for it.
The Contractor reserves the right to adjust the agreed fees annually in consultation with the Client due to changes in the CBS price index due to measures imposed by the government.

Article 8: Payment

Payment must be made within 30 days of the invoice date by transferring the amount due to What Makes You Tick, stating the invoice number. The invoice is considered paid once the amount due has been received by What Makes You Tick.
The Client is not authorized to set off the invoice amount, regardless of whether it is disputed on its merits, with an alleged counterclaim and/or to suspend payment of the invoice.
After the expiration of the specified period of 30 days after the invoice date, the Client is in default. From the moment of default, the Client owes the Contractor a delay interest of 1% per month on the amount due.
If there are multiple Clients, each Client is jointly and severally liable to the Contractor for the payment of the total invoice amount if the activities have been performed for the benefit of all these Clients.
Payments made by the Client always serve to settle, in the first place, all due interest and costs, and in the second place, the oldest outstanding invoices, even if the Client states that the payment relates to a later invoice.

Article 9: Collection costs

If the Contractor takes collection measures against the Client, who is in default, the costs associated with that collection are borne by the Client, which costs are set at at least 15% of the outstanding invoices.
These costs include the costs of any collection agencies, bailiffs, and/or lawyers to be engaged.

Article 10: Liability

The Contractor is only liable to the Client and/or Participant for damage resulting from a serious attributable shortcoming in the execution of the Agreement. This is the case if the Contractor does not exercise the required care and expertise in the execution of the Agreement.
The Contractor is not obliged to compensate indirect damage suffered by the Client or Participant, including but not limited to consequential damage, lost profit, and damage resulting from business interruption.
The Contractor will exercise due care when engaging third parties not working within their organization (such as advisors, experts, or service providers). The Contractor is not liable for serious shortcomings towards the Client or Participant or for any errors or shortcomings of these third parties. In such a case, the Client is obliged to hold the engaged third parties liable themselves and to recover any damage suffered from these third parties.
The Contractor is not liable for damage suffered by the Client or Participant, of any kind, if the Contractor has relied on incorrect and/or incomplete data provided by the Client in the execution of their assignment, unless this incorrectness or incompleteness was clearly recognizable to the Contractor.
The Contractor or trainers/coaches or third parties engaged by them, who are responsible for guiding Participants, will not give or use means, methods, techniques, or instructions or create situations that limit or adversely affect the Participant’s ability to perceive, analyze, and assess imminent injury, in any form. If the Participant were to suffer any injury, the Contractor or trainers/coaches or third parties engaged by them are in no way liable for this.
The Client indemnifies the Contractor against all claims (such as damages and legal actions) from third parties related to the execution of the Agreement between the Client and the Contractor, unless it concerns claims resulting from serious shortcomings of the Contractor.
If the Client and/or Participant does not bring a possible claim against the Contractor to court within 1 year after discovering the damage, this legal claim will expire after the year has passed.

Article 11: Modification

If during the execution of the assignment it appears that it is necessary to modify or supplement the work to be performed for proper execution, the Contractor and the Client will timely and mutually adjust the assignment accordingly.
Changes in assignments are only binding if these changes have been accepted by the Contractor.
If the Contractor and the Client agree that the assignment will be modified or supplemented, the time of completion of the execution may be affected. The Contractor will inform the Client of this as soon as possible.
If the modification or supplement to the assignment has financial and/or qualitative consequences, the Contractor will consult with the Client about this.

Article 12: Rescheduling or cancellation

Rescheduling or cancellation by the Client must be done in writing.
For rescheduling or cancellation by the Client of training, workshops, lectures, advice, and related activities, the following fees apply:
a. For rescheduling or cancellation 7 or fewer calendar days before the scheduled start date, the fee by the Client is 100% of the costs for the rescheduled or canceled hours or the agreed principal sum.
b. For rescheduling or cancellation 8 or more calendar days (but less than 15 calendar days) before the scheduled start date, the fee by the Client is 50% of the costs for the rescheduled or canceled hours or the agreed principal sum.
c. For rescheduling or cancellation 15 or more calendar days (but less than 31 calendar days) before the scheduled start date, the fee by the Client is 25% of the costs for the rescheduled or canceled hours or the agreed principal sum.
d. For rescheduling or cancellation 31 or more calendar days before the scheduled start date, no fee is charged.
For rescheduling or cancellation by the Client or Participant of coaching and other individual guidance processes, the following fees apply:
a. For rescheduling or cancellation within 24 hours before the start of the relevant activity, the fee by the Client is 100% of the costs for the rescheduled or canceled hours or the agreed principal sum.
b. For rescheduling or cancellation between 24 and 48 hours before the start of the relevant activity, the fee by the Client is 50% of the costs for the rescheduled or canceled hours or the agreed principal sum.
c. For rescheduling or cancellation more than 48 hours before the start of the relevant activity, no fee is charged.
The Client owes 100% of the total agreed principal sum if they, even without canceling, do not use the agreed services of the Contractor.

Article 13: Termination of the Agreement

The Contractor is entitled to terminate the Agreement with immediate effect, without judicial intervention, by means of a registered written notice to the Client, if the Client fails to pay the invoice sent by the Contractor within 14 days after a written reminder.
The Contractor is entitled to terminate the Agreement with immediate effect, without judicial intervention, by means of a registered written notice to the Client, if any obligation arising from this Agreement is not or not properly fulfilled within 14 days after a written reminder.
Both the Client and the Contractor can terminate the Agreement with immediate effect by means of a registered letter if the other party is granted a moratorium or declared bankrupt.

Article 14: Force majeure

In these general terms and conditions, force majeure means, in addition to what is understood in law and jurisprudence, all external, unforeseen causes over which the Contractor has no control, but which prevent the Contractor from fulfilling their obligations.
During force majeure, the Contractor’s obligations are suspended.
If the Contractor is prevented from completing the agreement due to force majeure, the Contractor can dissolve this agreement without judicial intervention, without any obligation to pay compensation and without prejudice to their further rights.
The Client will always, even in the event of force majeure, pay the fees owed to the Contractor for services already provided and investments made under this agreement.

Article 15: Dispute resolution

All agreements and legal acts between the Client and the Contractor are governed by Dutch law.
If the Contractor and the Client or Participant have a dispute arising from this agreement, they are obliged to first try to resolve this dispute through consultation and if this fails, to use mediation.
If mediation also does not lead to a resolution of the dispute, the competent judicial authority where the Contractor is established has exclusive jurisdiction to hear the dispute.

Last update: 05-01-2023