General Terms and Conditions BMWE B.V.
Article 1 | Definitions
1. BMWE B.V. (BedrijfsMaatwerk Eindhoven): the user of these general terms and conditions.
BMWE B.V. is registered with the Chamber of Commerce under number 83272410.
2. Client: any natural or legal person with whom BMWE B.V. enters into an agreement or is negotiating the conclusion of an agreement.
3. Client: the person who participates in one of BMWE B.V.’s services including corporate social work, corporate haptonomy, (career) coaching, psychological counseling, grief therapy, trainings and workshops.
4. Contractor: BMWE B.V.
5. Agreement: any agreement concluded between BMWE B.V. and the customer/client, any amendment or addition thereto, as well as all (legal) acts required for the execution of that agreement and, in retrospect, all (legal) acts required for entering into that agreement.
6. Services: all services and activities provided by BMWE B.V. to the customer/client, including: corporate social work, corporate haptonomy, (career) coaching, psychological counseling, bereavement therapy, training sessions and workshops, all in the broadest sense of the word, as well as all other work of any kind performed for the customer/client, carried out in the context of an order, including work not performed at the express request of the customer/client.
Article 2 | Applicability.
1. These general terms and conditions shall apply to all offers and agreements, both oral and written, in which BMWE B.V. offers or provides services. Deviations from these terms and conditions are valid only if expressly agreed in writing.
2. These general terms and conditions shall also apply to agreements in which BMWE B.V. engages third parties for the execution of the agreement.
3. Any purchasing or other general terms and conditions of the client shall not apply unless they are expressly accepted by BMWE B.V. in writing.
4. Should BMWE B.V. not demand strict compliance with these general terms and conditions for a short or longer period of time, this shall not affect BMWE B.V.’s right to still demand direct and strict compliance.
5. Invalid or voidable provisions do not affect the validity and force of other provisions. The void or voided provision(s) will be replaced by new, legally permissible provision(s) that are consistent with the purpose and intent of the void or voided provision(s).
6. Situations not covered by these general terms and conditions, or about which there is ambiguity, should be judged according to the spirit and purpose of these general terms and conditions.
7. BMWE B.V. reserves the right to amend or supplement these general terms and conditions. Changes of minor importance may be made at any time. If the customer/client does not wish to accept a change, he can terminate the agreement by this date until the date on which the new terms take effect.
Article 3 | Execution of the agreement
1. The Contractor shall perform the Agreement to the best of his knowledge and ability. The Contractor has an obligation of effort toward the performance of the Agreement and therefore cannot be held accountable from an obligation of result.
2. By confirming the order/agreement and thereby these general terms and conditions, the customer/client consents to automatic processing of personal data obtained from the agreement. BMWE B.V. will use these personal data exclusively for its own activities.
Article 4 | Amendment of the agreement
1. If during the execution of the agreement it appears that for a proper execution it is necessary to change or supplement the work to be done, the parties will adjust and sign the agreement accordingly in writing in a timely manner and in consultation.
2. If the parties agree that the agreement will be amended or supplemented, the time of completion of performance may be affected. BMWE B.V. shall inform the client of this as soon as possible.
3. If amending or supplementing the contract has financial and/or qualitative consequences, BMWE B.V. shall inform the client in a timely manner.
Article 5 | Prices and offers
- All offers and quotations made by the contractor are without obligation, both in terms of price, content and delivery time and expire after 30 days.
- Quotes are based on information available with the Contractor.
- An agreement is established at the moment that the quote or order signed for approval by the customer/client is received and accepted by the contractor and/or recorded by email, or if a request from a customer/client for an offered activity is confirmed by the contractor by email.
- The agreement may set out further pricing arrangements, such as hiring third parties, hiring accommodation, resources, travel expenses and the like.
Article 6 | Terms of payment
- Unless otherwise agreed in writing, payment shall be made within 21 days of the invoice date, in a manner to be indicated by BMWE B.V., in the currency invoiced. Payment will be made without deduction, compensation or suspension on any account.
- If the customer/client has not paid the amounts due by the due date, he/she will automatically be in default without further notice of default being required. Should the customer/client default on payment, BMWE B.V. shall be entitled to discontinue or suspend all work to be performed for the customer/client with immediate effect, without becoming liable for compensation to the customer/client in any way.
- In case of default of payment, the customer/client shall also owe default interest on the outstanding claims equal to the legal interest rate.
- In case of liquidation, bankruptcy or suspension of payment of the customer/client, the claims of BMWE B.V. and the obligations of the customer/client towards BMWE B.V. shall be immediately due and payable
- Payments made by the customer/client always serve to settle firstly all interest and costs due, secondly payable invoices that have been outstanding the longest, even if the customer/client states that the payment relates to a later invoice.
- If more than the usual effort is required of BMWE B.V. for the execution of the agreement, BMWE B.V. may demand payment (or equivalent security) before the start of its work.
- In the event that BMWE B.V. decides for good reason to collect a claim for non-payment of one or more unpaid invoices through the courts, the customer/client shall, in addition to the principal and interest due, also be obliged to reimburse all judicial and extrajudicial costs reasonably incurred. This will always include the costs of collection agencies, as well as the costs and fees of bailiffs and lawyers, even if these exceed the litigation costs to be awarded in court.
- In the event of any objections regarding the invoice, the customer/client must notify the contractor in writing within two weeks of receiving the invoice.
Article 7 | Duration and termination
1.The agreement between customer/client and contractor may be terminated or extended by either party at any time.
- The termination of the agreement does not affect the financial obligation that remains to be fulfilled.
Article 8 | Cancellation by the contractor
The contractor reserves the right to cancel individual trajectories, without giving reasons, or to refuse a client. The Contractor undertakes to confirm such cancellation or refusal in writing, thereby terminating the contract without further obligations or claims on either side.
For cancellation of other trajectories, the contractor also reserves the right to cancel, without giving reasons, or refuse a client. The Contractor undertakes to confirm such cancellation or refusal in writing, and to refund any amounts paid in advance at 100% of the amount paid to date by the customer/client, thereby terminating the contract without any further obligations or claims on either side.
Article 9 | Cancellation by customer for group training and courses
Client agrees to notify Contractor in writing of any cancellation or change. In the event of cancellation of registration (for participation in a workshop/training or scheduled group training) by the client or client, the client and the contractor will first consult to come up with suitable alternatives. If no suitable alternatives are possible, at the discretion of the contractor, cancellation conditions will apply. Client is required to pay cancellation fees to Contractor as follows:
1. For cancellation after registration up to two weeks before the start, the cancellation fee is 50%.
2. For cancellation after registration up to one week before the start, the cancellation fee is 100%. This also applies to early termination, upon commencement, or failure to appear at a training or workshop.
Article 10 | Rescheduling appointments for individual pathways
- If the client cancels her/his scheduled appointment within 48 hours prior to the respective appointment, the contractor will charge 50% of the fee and the client/client will be obliged to pay it. Cancellations within 24 hours will be charged 100% of the reserved time regardless of the reason for cancellation.
- If the client fails to appear for a scheduled activity, the cost for this activity will be charged and the client/client will be required to pay it.3. Contractor reserves the right to reschedule or cancel appointments if she cannot properly perform the agreement.
Article 11 | Confidentiality
- Both parties are obliged to keep confidential all confidential information obtained from each other or from other sources in the context of their agreement. Information is considered confidential if it has been communicated by the other party or results from the nature of the information.
- Information relating to the customer, regardless of the method of recording or transfer, will be provided to third parties only after the customer has taken cognizance of that information and given consent to the provision of that information, unless otherwise provided by Dutch law.3. If, on the basis of a statutory provision or a judicial decision, the contractor is obliged to disclose confidential information to third parties designated by law or by the competent court and the contractor cannot in this respect invoke a right to refuse to give evidence, recognized or permitted by law or by the competent court, the contractor will not be obliged to pay damages or compensation.
Article 12 | Liability
- The Contractor accepts no liability whatsoever, howsoever, for damages arising out of or in connection with services performed by it.2. The contractor is not liable for direct or indirect damages suffered by the client/client as a result of actions or decisions taken as a result of activities followed by the client/client. Client/client remains responsible at all times for choices made.
3. Any liability of the contractor for trading losses or other indirect or consequential damages of any kind is expressly excluded.
Artikel 13 | InArticle 13 | Intellectual Propertytellectuele Eigendom
BMWE B.V. owns all Intellectual Property rights to the works and materials developed by BMWE B.V. (including documents and images and sound) used in the context of the activities offered, unless otherwise agreed in writing. Without explicit permission from BMWE B.V., it is not permitted to publish data, in any form from these works and materials, or reproduce them in any way.
Article 14 | Force majeure
- In the event of force majeure, BMWE B.V. shall not be obliged to fulfill any obligation to the client. In such case the parties will consult with each other in order to find an alternative way to fulfill the agreement.
- If the period of force majeure lasts longer than two months, then either party shall be entitled to dissolve the agreement, without any obligation to compensate the other party for damages. If the aforementioned situation occurs when the agreement has been partially executed, the client shall be obliged to fulfill its obligations to BMWE B.V. up to that time. BMWE B.V. shall be entitled to invoice separately the part already fulfilled or to be fulfilled respectively. The client is obliged to pay this invoice as if it were a separate agreement.
Article 15 | Applicable law
- Dutch law shall apply to every agreement between BMWE B.V. and the client.
- Disputes arising from agreements to which these terms and conditions apply and which do not fall within the competence of the subdistrict court shall be submitted to the competent court of the district in which BMWE B.V. has its registered office.