General Terms and Conditions for Provision of Services
Drawn up and adopted in Hoogland on April 2, 2011 and registered under Chamber of Commerce number 32167541 at the Chamber of Commerce in Amersfoort by “SOCIAL@VISORS – training, education, coaching, supervision”, Stille Steeg Oost 37, 3823 ZK Amersfoort, hereinafter referred to as: SOCIAL@VISORS.
Article 1: Definitions
In these general terms and conditions the following terms have the following meanings:
- SOCIAL@VISORS: the contractor who uses these general terms and conditions to provide Services in the field of training, education, coaching, supervision or related activities.
- Client: the natural or legal person who has commissioned SOCIAL@VISORS to provide Services.
- Agreement: the written Agreement for the provision of Services.
- Coachee: the natural persons who take part in a counseling process in the field of training, education, coaching, supervision or related activities for which they are not the Client themselves.
- LVSC: Landelijke Vereniging voor Supervisie en Coaching. (not official translation: National Association for Supervision and Coaching).
- Parties: Client, Coachee and SOCIAL@VISORS jointly.
- Services: the activities to be performed by SOCIAL@VISORS for the Client in the following areas: a. Advising and guiding organizations or organizational units with regard to the promotion of expertise; b. Guiding and training people in their personal and professional development, both individually and in groups.
Article 2: Applicability of these conditions
1. These general terms and conditions apply to all offers, tenders and Agreements whereby SOCIAL@VISORS offers or provides Services in the context of its profession.
2. These general terms and conditions also apply to any Agreement involving third parties for the implementation or execution of Services by SOCIAL@VISORS.
3. Deviations from these general terms and conditions are only valid if and insofar as they have been agreed in writing between the Client and SOCIAL@VISORS.
4. Any purchasing or other general terms and conditions of the Client do not apply, unless they have been explicitly accepted in writing by SOCIAL@VISORS.
5. If one or more provisions of these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions will remain fully applicable. Client and SOCIAL@VISORS will then consult to agree on a new provision to replace the invalid or nullified provision, as much as possible in accordance with the purpose and purport of the original provision.
6. These general terms and conditions also apply to additional assignments and follow-up assignments from the Client.
Article 3: Applicable regulations
SOCIAL@VISORS performs the Services in accordance with the LVSC Code of Conduct or the professional rules that replace it, and in accordance with the LVSC Complaints Regulations or the professional rules and disciplinary law that replace them.
Article 4: Offers, tenders and conclusion of the Agreement
1. All offers or tenders made by SOCIAL@VISORS are without obligation and are valid for 30 days, unless stated otherwise. SOCIAL@VISORS is only bound by an offer or tender if the acceptance thereof by the Client has been confirmed in writing to SOCIAL@VISORS within the stated validity period without reservation or modification.
2. The prices in the offers or tenders are exclusive of VAT unless explicitly stated otherwise.
3. The Agreement is concluded by acceptance of the offer or tender by the Client as referred to in the last sentence of paragraph 4.1. The Client and SOCIAL@VISORS have also concluded an Agreement if SOCIAL@VISORS confirms an Agreement made between the Client and SOCIAL@VISORS in writing and the Client has not denied the correctness thereof within 10 working days or before the start of implementation or execution.
Article 5: Implementation of the Agreement
1. Every Agreement leads SOCIAL@VISORS to a best efforts obligation, not to a result obligation, whereby SOCIAL@VISORS is obliged to fulfill its best efforts obligation according to the standards of care and craftsmanship according to the standards and guidelines of the LVSC as applicable at the time of the execution of the Agreement.
2. In all cases in which SOCIAL@VISORS deems it useful or necessary, it has the right – in consultation with the Client – to have certain activities carried out by third parties or to be assisted by third parties.
3. The Client will ensure that all data, of which SOCIAL@VISORS indicates that they are necessary for the execution of the Agreement, is provided to SOCIAL@VISORS properly, completely and on time. If the information required for the implementation of the Agreement is not provided to SOCIAL@VISORS on time (within 3 working days before the start of the implementation), SOCIAL@VISORS has the right to suspend the implementation of the Agreement and charge the additional costs resulting from the delay, to the Client according to the usual rates.
4. Pursuant to article 3 and if a term has been agreed for the completion of certain activities by SOCIAL@VISORS, this is not an absolute term, unless explicitly agreed otherwise. Exceeding such a term will therefore not result in an attributable shortcoming on the part of SOCIAL@VISORS and therefore no ground for dissolution of the Agreement. If such a term is exceeded, the Client can set a new, reasonable term within which SOCIAL@VISORS must have performed the agreed Services as included in the Agreement, except in cases of force majeure. Exceeding that new, reasonable term provides grounds for dissolution of the Agreement by the Client.
5. When SOCIAL@VISORS is instructed 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 person’s task is. SOCIAL@VISORS does not accept joint and several liability, nor liability for the performance of the task and the associated activities of the third party.
Article 6: Confidentiality
1. SOCIAL@VISORS is bound – unless subject to an obligation imposed on it by law or an authorized government body to disclose certain data – to secrecy towards third parties of all obtained confidential information that it has in the context of the Agreement from the Client or from another source. Information is considered confidential if this has been communicated by the Client or if this arises from the nature of that information. SOCIAL@VISORS ensures that this obligation is also imposed on any employees or third parties engaged by it for an assignment.
2. Conversations, meetings, sessions and other contacts that take place in whatever form between SOCIAL@VISORS and the Coachee are considered to be strictly confidential. SOCIAL@VISORS will therefore not make any statement to anyone – not even the Client -about the content and progress of these contacts unless the Coachee has given explicit permission for this or has viewed and approved a written report in advance.
Article 7: Intellectual property
1. Without prejudice to the provisions of article 6 of these general terms and conditions, SOCIAL@VISORS reserves all rights with regard to products of the mind that SOCIAL@VISORS uses or has used in the context of the implementation of the Agreement with the Client, insofar as rights can exist or be established on those products in a legal sense.
2. All products provided by SOCIAL@VISORS, including but not limited to texts, readers, reports, models, training materials, computer programs and other mental products, whether or not with the involvement of third parties, are exclusively intended to be used by the Client within the scope of the assignment and may not be reproduced in any way, made public, exploited or brought to the attention of third parties without the prior consent of SOCIAL@VISORS.
3. SOCIAL@VISORS is entitled to use the knowledge obtained through the execution of the work for other purposes, insofar as no confidential information is disclosed to third parties and if it cannot be traced back to individual Clients.
Article 8: Fee and costs
1. Unless explicitly agreed otherwise, the fee of SOCIAL@VISORS can consist of a predetermined amount per Agreement and/or can be calculated on the basis of rates per time unit worked by SOCIAL@VISORS.
2. All fees are exclusive of government levies such as sales tax (VAT) as well as exclusive of travel and other expenses incurred on behalf of the Client, including but not limited to invoices from third parties engaged.
3. SOCIAL@VISORS can request the Client to pay a reasonable advance (50%) in connection with fees that he will owe or expenses that must be incurred on his behalf. SOCIAL@VISORS has the right – whenever a reasonable advance payment has been requested by it – to suspend the execution of the work until the Client has paid the advance payment to SOCIAL@VISORS or has provided proven security for this.
4. SOCIAL@VISORS reserves the right, in consultation with the Client, to adjust the agreed fees due to changes in the general price index and due to measures imposed by the government.
Article 9: Payment
1. Invoicing by SOCIAL@VISORS will take place at the end of each calendar month in which execution of the Agreement took place or costs were incurred. Payment must be made no later than 30 days after the invoice date, in a manner to be indicated by SOCIAL@VISORS. Payments must be made without any discount or settlement.
2. If the Client disputes the correctness of a part of an invoice, it must immediately notify SOCIAL@VISORS of this in writing and dated. In addition, it is nevertheless obliged to pay the uncontested part. If and insofar as the disputed part is still due, the original invoice date applies.
3. SOCIAL@VISORS will keep records of the time spent and costs incurred by third parties engaged by it in the context of the execution of the Services, which will serve as proof, unless proof to the contrary provided by the Client.
4. After the expiry of 30 days after the invoice date without payment, the Client is in default; The payment of a partial amount for which no written and dated protest has been served is also regarded as complete default. From the moment of default, the Client owes SOCIAL@VISORS default interest on the amount due, equal to the statutory interest (as published annually in the Official Gazette). It is calculated per month with each started period of a month being considered as a complete period.
5. In the event of joint commissioning, Clients are jointly and severally liable for the payment of the invoice amount, insofar as the work has been performed for the joint Clients.
6. Payments made by the Client always serve to settle in the first place all interest and costs owed, and in the second place of due and payable invoices that have been outstanding the longest, even if the Client states that the payment relates to a later invoice.
7. Materials and resources provided in the context of the Agreement remain the property of SOCIAL@VISORS until the relevant invoice has been paid in full.
Article 10: Collection and court costs
1. In the event that SOCIAL@VISORS decides for reasons of its own to collect a claim for non-payment of one or more invoices by judicial means, the Client is also obliged to pay all reasonable judicial and extrajudicial costs in addition to the principal amount and interest owed.
2. These costs will always include the costs of collection agencies, as well as the costs and fees of bailiffs and lawyers, even if these exceed the legal costs to be awarded.
3. The compensation for judicial and extrajudicial costs incurred amounts to at least 15% of the principal amount owed, with a minimum of € 250.00.
Article 11: Liability
1. SOCIAL@VISORS is only liable towards the Client and/or Coachee for damage as a result of serious shortcomings in the implementation of the Agreement insofar as these could have been avoided if the care, expertise and craftsmanship required in the given assignment situation reckoned, were observed. The maximum liability of SOCIAL@VISORS is limited to the amount of the fee for the relevant assignment.
2. If damage is caused to persons or objects by, or in connection with, the execution of the Agreement, for which SOCIAL@VISORS is liable, that liability will be limited to the amount or amounts covered by the general liability insurance (AVB) taken out by the contractor. including the deductible SOCIAL@VISORS bears in connection with that insurance.
3. SOCIAL@VISORS is never obliged to compensate the Client for indirect damage, including but not limited to consequential damage, lost profit or business interruption.
4. SOCIAL@VISORS will exercise due care when engaging third parties not working in its organization (including consultants, experts or service providers). However, SOCIAL@VISORS is not liable for errors or shortcomings of these third parties.
5. SOCIAL@VISORS is also not liable for damage, of whatever nature, because SOCIAL@VISORS has based on incorrect and/or incomplete information provided by the Client, unless this inaccuracy or incompleteness should have been known to him.
6. The liability of SOCIAL@VISORS due to attributable shortcoming in the fulfillment of an Agreement only arises if the Client immediately and properly declares SOCIAL@VISORS in default in writing, setting a reasonable period for remedying the shortcoming and SOCIAL@VISORS also after that period. continues to fail imputably in the performance of its obligations. The notice of default must contain a description of the shortcoming that is as detailed as possible, so that SOCIAL@VISORS is able to respond adequately.
7. The condition for the existence of any right to compensation is always that the Client reports the damage to SOCIAL@VISORS in writing and dated as soon as possible after it has arisen.
8. The Client indemnifies SOCIAL@VISORS against all claims (such as damages and legal claims) of third parties that are related to the implementation of the Agreement between the Client and SOCIAL@VISORS
Article 12: Personal data
By entering into an Agreement with SOCIAL@VISORS, it is granted permission for automatic processing of the personal data obtained from the Agreement. SOCIAL@VISORS will only use this personal data for its own activities.
Article 13: Cancellation, termination, default
1. If the Agreement, or Services that form part thereof, are not purchased at the agreed times through no fault of SOCIAL@VISORS, the following cancellation conditions apply. For all these cancellation conditions applies that this must be done in writing and dated.
For group training, workshops and related activities:
– cancellation of reserved hours within a period of 30 working days before the start of the activities concerned: 100% of the costs of the canceled hours.
For coaching, supervision and other individual guidance programs:
– If the Client or the Coachees registered for the agreed activities cancel a scheduled appointment for that activities at least 24 hours before the start, the canceled meeting may be made up for at a later time; there are no costs associated with the cancellation.
– In case of cancellation less than 24 hours before the start of the agreed activities, the agreed amount remains due. If the canceled meeting is made up for, it will be charged extra at the then current rates.
– The Client will not be entitled to a reduction of the agreed amount if the registered Coachees fail to attend the scheduled appointment. If the missed appointment is made up, it will be charged extra at the then current rates.
2. If the Agreement is terminated prematurely by SOCIAL@VISORS, it will, in consultation with the Client, arrange for the transfer of activities still to be performed to third parties, unless the cancellation is based on facts and circumstances that are attributable to the Client. Furthermore, the Client is then obliged to pay the invoices for the activities performed up to that point, costs incurred and the costs arising from any obligations entered into by SOCIAL@VISORS to third parties for the performance of the Agreement.
3. If the transfer of the activities entails additional costs for SOCIAL@VISORS, these will be charged to the Client.
Article 14: Termination of the Agreement
If the Agreement or the Services that form part thereof, through no fault of SOCIAL@VISORS, have not been purchased within the end date stated in the Agreement, SOCIAL@VISORS is entitled to invoice 25% of the total agreed quotation amount as expenses after the said end date.
Parties are entitled to terminate the Agreement, with immediate effect and without judicial intervention, by means of a registered written notification to the other Party, if:
1. Client is negligent in fulfilling any payment obligation no later than 14 days after a written reminder;
2. The Client or SOCIAL@VISORS does not, or does not properly, fulfill any obligation arising from the Agreement – other than those referred to under paragraph1. – within 14 days after a written reminder;
3. Suspension of payment or bankruptcy of the Client or SOCIAL@VISORS is applied for or pronounced.
Article 15: Dispute resolution
1. All Agreements and legal acts between the Client and SOCIAL@VISORS are governed by Dutch law.
2. Parties preferably have their disputes settled by means of mediation.
3. If the Parties cannot come to a settlement with regard to a dispute by means of mediation, this will be settled by the competent court in the district in which SOCIAL@VISORS is established at the request of the most diligent Party.
The text above is a translation of the original text. Only the original (Dutch) text is legally binding. The original can be found HERE.