General terms and conditions

 

 

TERMS AND CONDITIONS

 

Article 1. Definitions

1. In these general terms and conditions the following definitions apply:IN2COACHING: a private limited company, registered at the Amsterdam Chamber of Commerce under number 59040238. IN2COACHING provides services in the field of coaching and other forms of guidance, advice and training.
2. Client: the person, company or body that issues the order to IN2COACHING.
3. Client: the person or persons for whom services commissioned to IN2COACHING are intended. The Customer and the Client may be the same in person.
4. Parties: Client and IN2COACHING.

 

Article 2. Applicability of these conditions

1. These general terms and conditions apply to all quotations of IN2COACHING, all services performed by IN2COACHING and all agreements with IN2COACHING. Deviations from these terms and conditions are valid only if expressly agreed in writing.
2. Not only IN2COACHING but also all persons or companies involved in carrying out any assignment for the Client may rely on these general terms and conditions.
3. Any purchasing or other general terms and conditions of the Client shall not apply unless accepted by IN2COACHING in writing.

 

Article 3. Offers and formation of the agreement

1. Quotations made by IN2COACHING are valid for 30 days unless otherwise stated in the quotation. IN2COACHING is only bound by an offer if it is accepted in writing within 30 days.
2. The prices in the quotations mentioned are exclusive of VAT, unless otherwise stated in the quotation.

 

Article 4. Execution of the agreement

1. Agreements concluded with IN2COACHING result in a best-efforts obligation for IN2COACHING, not a result obligation. IN2COACHING fulfils its obligations as may be expected of IN2COACHING according to the standards of care and craftsmanship at the time the assignment was performed. IN2COACHING is a member of the Dutch Association of Professional Coaches (NOBCO) and will comply with the guidelines and rules of conduct of this association.
2. The Customer bears responsibility, accountability and authority over its own behaviour and its consequences, both during the time IN2COACHING and the Customer spend together and afterwards.
3. If the training or coaching includes an online programme, the Client itself is responsible for the necessary connections to IN2COACHING's digital learning environment 'In2Learning'. The (temporary) unavailability or inadequate functioning of the relevant connections is at the risk of the Client and cannot be charged to IN2COACHING, unless the failure is attributable to IN2COACHING.
4. IN2COACHING performs its services in some cases (partly) with the help of third parties it has engaged. IN2COACHING can change the composition of a team at any time if it considers this necessary for the proper performance or continuity of its services. This will always take place in consultation with the Client.
5. If the Client wishes to involve third parties in the performance of the assignment, prior written consent must be obtained from IN2COACHING.
6. The Client shall ensure that all data requested by IN2COACHING or which the Client should reasonably understand are necessary for the performance of the agreement are provided to IN2COACHING in good time. If the Customer fails to comply with this, IN2COACHING shall be entitled to suspend performance of the agreement and to charge the additional costs resulting from the delay to the Customer in accordance with the agreed rates.
7. IN2COACHING is not liable for damage, of whatever nature, because IN2COACHING relied on incorrect and/or incomplete data provided by the Customer, unless it should have been aware of such incorrectness or incompleteness.

 

Article 5. Conclusion and duration of the agreement

1. The agreement is concluded when the Client has signed the agreement without reservation and the copy thus signed has been returned to IN2COACHING or by written acceptance by the Client of IN2COACHING's quotation or, if the Client places an order without that order being based on a quotation by IN2COACHING, by written confirmation by IN2COACHING of that order.
2. The duration of the assignment is fixed in the quotation. If the duration of the agreement cannot be fixed in advance due to the nature of the services, an estimate of the duration or number of sessions is included in the quotation. The parties then determine by mutual agreement the final duration of the performance of the services.

 

Article 6. Modification of the agreement

1. If, during the performance of the agreement, it appears that for a proper performance it is necessary to change or supplement the work to be performed, the Parties will adjust the agreement accordingly in good time and in consultation;
2. If the Parties agree that the agreement will be amended or supplemented, this may affect the time of completion of the performance. IN2COACHING will inform the Client of this as soon as possible;
3. If amending or supplementing the agreement has financial or qualitative consequences, IN2COACHING will inform the Client in advance;
4. If a fixed fee has been agreed, IN2COACHING will state the extent to which the amendment or supplement to the agreement will result in this fee being exceeded.

 

Article 7. Cancellation

1. The Client has the right to cancel participation in or the order for a course, training, education, coaching, guidance or customisation programme by e-mail. The cancellation is final when IN2COACHING has confirmed it by e-mail.
2. Cancellation by the Client of the assignment can be done free of charge up to 4 weeks before the start of a course, training, education, coaching, guidance or customisation programme.
3. In case of cancellation within 4 weeks up to and including 1 week before the start of a course, training, education, coaching, guidance or customised work programme, IN2COACHING is entitled to charge 50% of the amount due and in case of cancellation within one week before the start or in case of absence without cancellation the full amount.
4. If, after commencement of the course, training, guidance or coaching programme, the Client or the client designated by the Client terminates participation prematurely or does not participate in it in any other way, the Client is not entitled to any refund, unless the special circumstances of the case, in the opinion of IN2COACHING, justify otherwise.
5. An individual counselling or coaching session can be cancelled or rescheduled free of charge up to 48 hours before the start of the session. In case of cancellation or rescheduling within 48 hours or if the Client fails to appear, IN2COACHING is entitled to charge the full rate agreed for the conversation with a minimum of 60 euros.
6. IN2COACHING has the right to cancel a course, training, education, coaching, counselling or customisation programme or refuse participation of a Customer without giving reasons, in which cases the Customer shall be entitled to a refund of the full amount paid to IN2COACHING for the services for such Customer.
7. If, after commencement of the course, training, education, coaching, guidance or customisation programme, the Client or Customer terminates participation prematurely or does not participate in it in any other way, the Client is not entitled to any refund, unless the special circumstances of the case justify otherwise, in the opinion of IN2COACHING.

 

Article 8. Interim termination of the agreement

1. IN2COACHING is entitled to terminate the assignment early, but only as a result of facts and circumstances beyond its control or which cannot be attributed to it and as a result of which completion of the assignment cannot reasonably be required of it. In that case, IN2COACHING shall in any event retain the right to payment for its work until the time of termination.
2. IN2COACHING reserves the right to exclude from participation Clients whose behaviour or otherwise disrupts or otherwise impedes the normal course of the work. Exclusion will be communicated to the Client in writing with reasons and will not affect the Client's obligation to pay the full amount of the assignment to IN2COACHING.
3. If one of the parties materially fails to fulfil its obligations and, after having been expressly notified of this by the other party by means of a notice of default, fails to fulfil this obligation within the reasonable period stated in the notice of default, the other party shall be entitled to terminate the agreement without the terminating party owing the defaulting party any compensation. The services rendered until termination shall be paid for in the agreed manner.
4. Either Party may terminate the Agreement in writing at any time. Parties must observe a notice period of one calendar month.
5. Either Party may, without any demand or notice of default, rescind the agreement with immediate effect out of court by registered letter, if
   1. the other party applies for (provisional) suspension of payments or is granted (provisional) suspension of payments,
   2. the other party files for bankruptcy or is declared bankrupt or the other party's company is liquidated,
   3. the other party ceases its business,
   4. a substantial part of the other party's assets is seized,
   5. the other party enters into a merger or demerger or is dissolved,
   6. or the other party must otherwise be deemed no longer able to fulfil its obligations under the agreement.

6. If the Agreement is dissolved, IN2COACHING shall repay to the Client any undue payments already made by the Client to it, plus statutory interest on the amount paid from the day on which it was paid. If the Agreement has been partially dissolved, the repayment obligation only exists to the extent that the payments relate to the dissolved part.

 

Article 9. Payment

1. The Client shall pay for the services at the prices and rates set out in the agreement.
2. IN2COACHING charges for services by invoice. Unless otherwise agreed in writing, payment must be made within 14 days of the invoice date, in a manner specified by IN2COACHING in the invoice. If IN2COACHING has stated this in the quotation, all or part of the order may be invoiced on an advance basis.
3. If the Client has not paid an invoice within the period mentioned in the previous paragraph without a valid reason, he shall be in default without a notice of default being necessary. In that case, the Client shall be liable by operation of law:
   1. an expense allowance as referred to in Art. 6:96(4) of the Civil Code and
   2. the statutory interest referred to in Article 6:119a paragraph 1 of the Civil Code.

Expenses and interest shall be paid on IN2COACHING's claim.

Furthermore, all costs incurred by IN2COACHING in exercising and maintaining its rights, such as judicial and extrajudicial collection costs, shall be borne by the Customer. This includes the costs of collection agencies, as well as the costs and fees of bailiffs and lawyers, even if these exceed the procedural costs to be awarded at law.

4. Payments made by the Principal always serve to settle firstly all interest and costs due, secondly payable invoices that have been outstanding the longest, even if the Principal states that the payment relates to a later invoice.

 

Article 10. Liability

1. IN2COACHING does not accept any liability whatsoever, regardless of how this is done, for loss or damage arising from or in connection with services provided by it, unless IN2COACHING can be blamed for intent or gross negligence.
2. If IN2COACHING is liable for any loss at any time despite the provisions of paragraph 1, it shall be limited to the invoice value of the order, or at least that part of the order to which the liability relates.
3. Notwithstanding the provisions of paragraph 2 of this article, in the case of an order with a duration of more than six months, liability shall be further limited to the invoice amount due over the last six months.
4. If damage is caused to persons or property by or in connection with the provision of services by IN2COACHING or otherwise, for which IN2COACHING is liable, such liability shall be limited to the amount of the payment under the general liability insurance taken out by IN2COACHING, including the excess borne by IN2COACHING in connection with that insurance.
5. Any liability of IN2COACHING for trading loss, consequential loss or other indirect loss of any nature whatsoever is expressly excluded.
6. The limitation of liability as described in this article is also stipulated for the benefit of third parties, employees and auxiliary persons as well as the partners of IN2COACHING engaged by IN2COACHING.

 

Article 11. Confidentiality

1. IN2COACHING undertakes to keep confidential all information of the Client and Customer of which it becomes aware in the context of the assigned services, except insofar as any statutory regulation or court ruling obliges it to disclose such information. Information is considered confidential if this has been communicated by the other party or results from the nature of the information. The Client undertakes to indicate the possible confidential nature of the information provided in cases where this cannot be considered obvious.
2. To this end, IN2COACHING has imposed a duty of confidentiality on all its employees and all third parties engaged in the performance of the services. In addition, the employees and third parties involved are bound by codes of conduct and professional professional codes, depending on the nature of the services to be provided.
3. In the event that IN2COACHING provides services to a Customer on the instructions of an employer, IN2COACHING will not provide any information about the execution of the assignment or the Customer's situation or claims to the Client or the employer, as the case may be, to the Client or the employer, as the case may be, without the specific written consent of the Customer.
4. The assignment will not be referenced externally by IN2COACHING without the Client's consent.
5. The confidentiality principle applies to all means of communication, such as e-mail, mail, fax, voicemail and other means. Unless arrangements have been made beforehand, only IN2COACHING and the Client are the ones who can see the communication via these media. The parties shall not exchange information with confidential content via media managed by third parties and when using which the confidential treatment of the information cannot be guaranteed.

 

Article 12 Processing of personal data

1. IN2COACHING processes personal data, as defined in Article 4 General Data Protection Regulation (Avg), properly and carefully and in accordance with applicable laws and regulations as well as IN2COACHING's Code of Conduct.
2. IN2COACHING shall fully cooperate to have Customers or data subjects within the meaning of Article 4 paragraph 1 Avg (i) access their personal data, (ii) have personal data deleted or corrected, and/or (iii) demonstrate that personal data have been deleted or corrected if they are incorrect or, if IN2COACHING disputes the data subject's point of view, record that the data subject considers their personal data to be incorrect.
3. IN2COACHING will always report any security incidents to the Client within the applicable statutory period. In the report, IN2COACHING will state which incident has occurred, what possible consequences the incident has had for (access to) the personal data in question and what measures have been or will be taken to terminate the incident and prevent it in the future. In the event that the incident has potential consequences for (a) customer(s) or (a) data subject(s), IN2COACHING will report the incident to the Client without delay. Where necessary, IN2COACHING will also cooperate in adequately informing those involved about the security incident.

 

 

Article 13. Intellectual property

1. Models, techniques and instruments developed or used by IN2COACHING for the performance of the assignment are and remain the property of IN2COACHING. The same also applies to any (interim and final) reports to be issued by IN2COACHING. The Client will only be granted the right to use these reports within its own organisation for the purpose for which IN2COACHING provided them to the Client. The Client may not change or remove the copyright, trademark, model, trade name and other designations. Disclosure of one or more of these can only take place after prior written permission has been obtained from IN2COACHING, unless the Parties have expressly agreed otherwise.
2. IN2COACHING reserves the right to use the knowledge gained in the performance of the work for other purposes, provided that no confidential information is brought to the attention of third parties in the process.

 

Article 14 Continuing obligations

1. Obligations which by their nature are intended to continue beyond the expiry of the agreement will retain their effect thereafter. These obligations include: liability (Article 10), confidentiality (Article 11), processing of personal data (Article 12), intellectual property (Article 13), applicable law and disputes (Article 15).

 

Article 15. Applicable law, complaints and disputes

1. Agreements with IN2COACHING are governed by Dutch law;
2. IN2COACHING handles complaints in accordance with the complaints regulations, which can be requested from the management.
3. Disputes arising from agreements to which these terms and conditions apply shall be submitted to the competent court of the district in which IN2COACHING has its registered office.