All quotations, offers, work, services and/or agreements with Relevance shall be subject to Relevance's General Terms and Conditions, which are included in this Annex 1. The General Terms and Conditions can also be accessed and downloaded via the website https://www.relevancelearning.com/nl/terms-and-conditions.

 Deviations from these terms and conditions shall only binding if and insofar as they have been confirmed in writing by the Contractor. The applicability of any purchase conditions or other (general) terms and conditions of the Client is expressly excluded.

If Relevance makes use of the work/services of third parties for the performance of the Agreement and/or a Subcontract, the relevant provisions of the general terms and conditions of and/or relevant separate agreements with such third party shall also apply back-to-back to the Client. The relevant provisions of the general terms and conditions of and/or relevant separate agreements with the relevant third party/parties are included in Annex 1A.  The other provisions of Relevance's General Terms and Conditions shall remain in full force and effect.

 

GENERAL TERMS AND CONDITIONS OF DELIVERY OF RELEVANCE LEARNING (A LABEL OF SCHOUTEN & NELISSEN B.V.) SEPTEMBER 2025

Article 1 Definitions

General Terms and Conditions: the general terms and conditions of delivery of the Contractor.

 Client: the natural person or legal entity that negotiates with the Contractor about issuing a Contract to perform work and/or provide services, or has otherwise issued a Contract to the Contractor to perform work and/or provide services.

 Contractor: Relevance Learning.

 Contract: the contract provided by the Client to the Contractor to perform work and/or provide services for which a separate quotation is made, and in respect of which an Agreement is concluded between the Parties.

 Training/Course: Standard Training/Course and/or Customised Training/Course.

 Agreement: a written agreement concluded between the Parties for the performance of a Contract.

 Standard Training/Course: existing standard training/courses, which are part of the Contractor's standard portfolio. This may be a fully online learning pathway, a blended learning pathway or a fully virtual instructor-led training, or face-to-face training.

 Customised Training/Course: training/course that is either a version of a standard training/course of the Contractor adapted to the needs of the Client, or developed specifically for this Client and may or may not contain some elements of a standard training/course of the Contractor. This may be a fully online learning pathway, a blended learning pathway or a fully virtual instructor-led training, or face-to-face training.

Start of Training/Course: start of the first online session (date on which participants can start the journey in the case of a blended or online programme) or - in the case of a nonblended programme - session.

 Commencement of the contract: the first billable performance under the Contract.

 Cancellation/rescheduling: terminating/rescheduling the Contract for Training/a Course or rescheduling the start of the Contract.

 Parties: Client and Contractor jointly.

 Coaching: individual coaching.

Article 2  Applicability

• These General Conditions apply to all quotations and offers of the Contractor, as well as to all work, services of the Contractor and/or Contracts/Agreements between the Parties, in the broadest sense of the word.
• Deviations from these General Terms and Conditions shall only be binding if and to the extent agreed in writing between the Parties.
• The applicability of any purchase conditions or other conditions of the Client is expressly excluded.

Article 3  Formation of the Contract / Agreement

• The agreement between the Contractor and the Client is established by (1) the Client's signing of the quotation, (2) the Client's signing of the written confirmation, (3) the Contractor's written confirmation of the Client's telephone notification of the Contract or (4) the Parties' signing of an Agreement.

Article 4 Quotations

• The Contractor cannot be held to a quotation or offer if the Client should reasonably understand that (any part of) the quotation or offer contains an obvious mistake or clerical error.
• A composite quotation and/or offer does not oblige the Contractor to perform part of the quotation and/or offer at a corresponding part of the quoted price.
• Quotes and offers do not automatically apply to future Contracts/Agreements.

Article 5 Assistance from Client

• The Client shall at all times provide the Contractor with all requested and unsolicited information that the Contractor requires for the correct performance of the Contract awarded to it.
• If data necessary for the performance of the agreed Contract are not

made available by the Client, not in time or not in accordance with the agreements, or the Client does not fulfil its informational and/or other obligations in any other way, the Contractor is authorised to suspend the performance of the Contract or the Agreement.

• In order to ensure the best and timely performance of the Contract, the Client shall make employees of its own organisation available in a timely manner, unless this does not arise from the nature of the Contract. The Client shall ensure that its staff have the appropriate skills and experience to perform the work relating to the Contract.
• If not, not timely or not properly providing staff, requested data, documents and facilities by the Client leads to additional costs for the Contractor, these costs shall be borne by the Client.

 

Article 6   Performance of the Agreement

1. Insofar as the Contractor's offers are partly based on information provided by the Client,

the Client guarantees that to the best of its knowledge it has provided all information essential for the design and implementation of the work and/or services offered. The Contractor shall perform the Contract to the best of his knowledge and ability. If, during the performance, it becomes apparent that there are circumstances that necessitate a modified approach, the Contractor shall, in consultation with the Client - or vice versa - make every effort to adjust the original Contract. Both the Client and the Contractor are obliged to draw attention to this in a timely manner, and to discuss and record in writing the consequences for the Contract and any (additional) costs.

2. The Contractor shall not be liable for damage, of whatever nature, resulting from the fact that the Contractor relied on incorrect and/or incomplete information provided by the Client, unless such incorrectness or incompleteness should have been apparent to the Contractor.
3. If it has been agreed that the Contract/Agreement shall be performed in phases, the Contractor may suspend the performance of parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.

Article 7  Cancellation and/or rescheduling of the Contract by the Client

1. Cancellation by the Client, as well as a desired change to the commencement date (rescheduling), must always be made in writing or by e-mail with acknowledgement of receipt, addressed to the contact person as listed in the Contract/Agreement. Rescheduling is equivalent to cancellation, as referred to below.
2. In the case of weighty reasons (including, but not limited to illness or absence of an expert/third party), on the part of the Contractor, the Contractor may propose to the Client to cancel all or part of the Contract or to cancel participation therein by the Client or the participant designated by the Client. The Client accepts such a proposal from the Contractor, provided that the Contractor offers a full refund to the Client in respect of the cancelled (relevant part of the) Contract/Agreement.
3. Client may cancel the Contract free of charge up to 8 weeks before the Contract commences.
4. For rescheduling after a schedule has been confirmed by the Client, before 8 weeks prior to the commencement of the Contract, 5% of the price of the scheduled programmes (the relevant part of the Contract/Agreement) shall be charged.

 

Article 8 Cancellation of the Contract for customised training/course by the Client

1. An entire Contract may be cancelled under the following conditions:

1. free of charge up to 8 weeks before the Contract commences. However, all commencement costs, as well as all other costs incurred by the Contractor in connection with the Contract, shall be payable by the Client;
2. in the case of cancellation by the Client up to 4 weeks before the Contract commences, the Client is obliged to pay 50% of the agreed amount for the Contract, as included in the Agreement;
3. in the case of cancellation by the Client up to 2 weeks before the Contract commences, the Client is obliged to pay 75% of the agreed amount for the Contract, as included in the Agreement;
4. in the case of cancellation by the Client less than 2 weeks before the Contract commences, the Client is obliged to pay 100% of the agreed amount for the Contract, as included in the Agreement,

whereby the aforementioned cancellation charges shall be charged to the Client at the time the Contract would have commenced. If the Contract is rescheduled within 8 weeks before the Contract commences, this shall be considered a cancellation as referred to above in this paragraph 1.

2. Cancellation of part of the Contract not leading to cancellation of an entire Contract as referred to above in paragraph 1 may take place under the following conditions:

1. free of charge up to 4 weeks before the Contract commences. However, all commencement costs, as well as all other costs incurred by the Contractor in connection with the Contract, shall be payable by the Client;
2. if the Client cancels less than 4 weeks before the Contract commences, the Client is obliged to pay 50% of the agreed amount for the Contract, as included in the Agreement;
3. in the case of cancellation by the Client up to 2 weeks before the Contract commences, the Client is obliged to pay 75% of the agreed amount for the Contract, as included in the Agreement;
4. in the case of cancellation by the Client less than 2 weeks before the Contract commences, the Client is obliged to pay 100% of the agreed amount for the Contract, as included in the Agreement,

whereby the aforementioned cancellation fee shall be charged to the Client at the time the

Contract would have commenced. If the Contract is rescheduled within 4 weeks before the Contract commences,

this shall be considered a cancellation as referred to above in this paragraph 2.

 

Article 9 Cancellation of a Contract for Coaching by the Client

1. An entire Contract may be cancelled under the following conditions:

• cancellation or modification of the Contract always takes place in consultation between the Client and the Contractor;
• free of charge up to 4 weeks before the Contract commences. However, all commencement costs, as well as all other costs incurred by the Contractor in connection with the Contract, shall be payable by the Client;
• if the Client cancels the Contract up to 2 weeks before the Contract commences, the Client is obliged to pay 50% of the agreed amount for the Contract, as included in the Agreement;
• in the case of cancellation by the Client up to 48 hours before the Contract commences, the Client shall be obliged to pay 75% of the agreed amount for the Contract, as included in the Agreement;
• in the case of cancellation by the Client less than 48 hours before the Contract commences, the Client shall be obliged to pay 100% of the agreed amount for the Contract, as included in the Agreement;

whereby the aforementioned cancellation fee shall be charged to the Client at the time the

Contract would have commenced.

2. Cancellation of part of a Contract not leading to cancellation of an entire Contract as referred to above in paragraph 1 may take place under the following conditions:

1. cancellation or modification of the conversation always takes place in consultation between the coach and the person being coached. This assumes that the coach shall always try to achieve optimal flexibility with regard to rescheduling appointments;
2. free of charge up to 4 working days before the relevant part of the Contract commences;
3. in the case of cancellation by the Client up to 2 working days before the relevant part of the Contract commences, the Client is obliged to pay 50% of the agreed amount for the relevant part of the Contract as included in the Agreement;
4. in the event of cancellation by the Client less than 2 working days before the relevant part of the Contract commences, the Client shall pay 100% of the agreed amount for the relevant part of the Contract, as included in the Agreement,

whereby the aforementioned cancellation fee shall be charged to the Client at the time the relevant part of the Contract would have commenced.

 

Article 10   Prices

1. Unless included in an Agreement referred to in Article 3, prices are not binding.
2. All amounts stated in offers, quotations, and/or agreements are exclusive of VAT and shall be increased accordingly.

 

Article 11   Payment

1. The Contractor shall charge the amounts due by Client by means of an invoice. Payment shall be made within 30 days - without suspension and/or set-off due to an (alleged) failure of the Contractor - by transfer to the bank or giro account indicated on the invoice.
2. If the Client fails to pay the invoice within the agreed period, it shall be in default without further notice of default. The Contractor shall always be entitled to charge statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code from the due date. In the event of late payment, the Contractor shall be entitled to suspend the performance of the Assignment and/or the Agreement with immediate effect.
3. If the Client fails to pay on time, the Client shall always be obliged to reimburse the Contractor for all (extra)judicial collection costs reasonably incurred, including the costs of collection agencies, as well as the costs actually incurred and the fees of bailiffs and lawyers, even if these exceed the procedural costs awarded in court. The extrajudicial collection costs shall amount to at least 15% of the amount owed by the Client, with a minimum of EUR 260.00.

 

Article 12       Suspension and dissolution

1. If the Client fails to pay on time, the Contractor is entitled, without prejudice to the provisions of Article 11, to refuse the Client and/or the Client's designated participants participation in Coaching and/or Training/Course, to suspend the performance of the Contract/Agreement, or to dissolve the Contract/Agreement.

 

Article 13     Duration and amendment of the Contract/Agreement

1. The Contractor's offers and/or quotations are inseparable from the structure of the Contract activities described in the project proposal (of the Contractor). Changes to the structure, including with regard to the scope and phasing of the Contract, the method, analysis and reporting, made in consultation with the Client, may result in a change in the fees payable.
2. If, as a result of facts or circumstances within the sphere of influence of the Client, interim changes occur in the performance of the Contract, the Contractor is authorised - if this is necessary for the quality of the Contract - to make changes to the described set-up of the Contract. The Contractor is entitled to pass on the associated (additional) costs to Client.
3. The Contractor can only give an indication in advance of the duration of the performance period of a Contract/Agreement. Unless expressly agreed otherwise in writing, an agreed term or end date are therefore never intended to be a deadline.
4. If and to the extent required for the proper performance of the Contract/Agreement, the Contractor is authorised to have certain work performed by third parties.
5. A Contract/Agreement is always entered into for a minimum period and/or for a minimum number of (repeated) deliveries. Unless otherwise agreed in writing, such Contract/Agreement cannot be terminated early.

 

Article 14  Termination or dissolution

• Without prejudice to any other right or remedy available to them, either Party to the Agreement may terminate or rescind it with immediate effect by written notice to the other Party if:

5. there is a material breach of any provision of the Agreement by the other Party, and such breach is irreparable or (if the breach is remediable) the other Party fails to remedy it within a period of 30 calendar days after being summoned in writing to do so;
6. the other Party applies for suspension of payments, is declared or becomes bankrupt, offers an amicable or judicial settlement to its creditors, other than a WHOA agreement,
7. the other Party ceases or threatens to cease its business operations in whole or in part, liquidates its business, changes its legal personality, the financial position of the other Party deteriorates to such an extent that, in the opinion of the terminating Party, the other Party's ability to adequately meet its obligations has been jeopardised and/or foreclosure is levied on all or part of the other Party's assets;
8. Without prejudice to any other right or remedy available to him, if the Client fails to pay any amount due under the Agreement on the due date, the Contractor may terminate the Agreement with immediate effect if the Client, after having been given written notice of default, still fails to pay the amount due within the period set for that purpose.

Article 15       Consequences of termination or dissolution

1. Upon termination or dissolution of the Agreement, the Client shall return all materials that have not been paid in full and any provision of the Agreement that is expressly or implicitly intended to take effect or remain in force upon or after the termination or dissolution of the Agreement shall remain in full force and effect. Termination or dissolution of the Agreement shall not affect the rights, remedies, duties or obligations of the Parties accruing up to the date of termination, including the right to claim damages for losses arising from any failure to perform the Agreement that existed on or before the date of termination.

 

Article 16      Force majeure

1. The Contractor is not liable to the Client under the Agreement for any failure on the part of the Contractor which is not due to its fault and which is not for its account by virtue of law, legal act or generally accepted practice, including, but not limited to, as a result of strikes, lock-outs or other industrial disputes (regardless of whether these involve employees of the Contractor or those of another Party), compliance with any law and/or regulation or government order, rule or direction, illness, epidemic (and resulting or related government measures), pandemic (and resulting or related government measures), curfew or restriction by a court order or public authority, default of suppliers or subcontractors, third parties refusing to cooperate, accident, strike, fire, flood, storm (wind force higher than 7 on the Beaufort scale), (large-scale) (natural) disasters, (armed) robbery, blockade, war, riots (including uprising and civil unrest or disobedience), occupation, government obstruction or measures, nuclear reactions, transport difficulties, labour and/or material shortages, delayed delivery of goods and/or services, shutdown/disruption (temporarily or for whatever reason) of means of communication (telephone, Internet, etc.), shutdown/disruption (temporarily or for whatever reason) of the electrical and/or electronic infrastructure (computers, etc.), destruction and/or disappearance of the electronic data and/or fraudulent use thereof by third parties, failure of business equipment and/or other business disturbances, deliberate damage caused by third parties, and other causes beyond the control of the Contractor.
2. In the case of force majeure, the Contractor shall be entitled to suspend the Agreement for the duration of the force majeure and agreed deadlines shall be extended accordingly.
3. If the Contractor is prevented from executing the Agreement for more than 45 working days due to force majeure, the Contractor is entitled to dissolve the Agreement in writing in full or in part and to claim payment in respect of the work that has been performed and/or services provided under the Agreement, without the Contractor being liable for any compensation and/or guarantee. In the aforementioned case, the Client shall pay the Contractor's invoice as if it were a separate Agreement.

Article 17     Amendments

• Amendments to the Agreement shall be effective only if made in writing and signed by the Parties (or their authorised representatives).

Article 18      Waiver

1. The failure of a Party to exercise or timely exercise or exercise any right or remedy provided for in the Agreement or by law shall in no way constitute a waiver of that or any other right or remedy, or a prevention or restriction as to the further exercise of that or any other right or remedy.

  

Article 19  Intellectual property

2. For the purpose of this provision, "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and neighbouring rights, trademarks, service marks, trade, business and domain names, rights in commercial presentations or designs, rights in respect of goodwill or the right to sue when another party's products or services are issued for your products or services, rights in respect of unfair competition design rights, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or not, and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection anywhere in the world.
3. Unless expressly agreed otherwise, the intellectual property rights of the materials, including teaching materials, used by the Contractor in the performance of the Contract/Agreement shall be vested exclusively in the Contractor, unless such property rights belong to another person whose use is permitted to the Contractor. The Contractor hereby declares and guarantees to the Client that, subject to the foregoing, it is fully entitled and authorised with respect to the use of intellectual property rights and that the Contractor has not granted an exclusive licence or other copyrights to third parties or waived copyrights in this regard and that third parties cannot assert any rights to the intellectual property rights.
4. Subject to the Contractor's express prior written consent, the Client is expressly prohibited from making any changes to the materials, including teaching materials, used by the Contractor in the performance of the Contract/Agreement and/or to create derivative works from them. The Contractor is entitled to attach further conditions to the granting of the written consent referred to above, such as, but not limited to, a right of inspection and approval, additional financial compensation and/or the active involvement of the Contractor.
5. The Contractor shall indemnify the Client against any third-party action based on the allegation that the Contractor infringes any applicable copyright or any other intellectual property right, provided that the Client notifies the Contractor in writing by registered letter with copies of the documents received by the Client from the third party within 15 days after the Client has been sued by a third party for any infringement of an applicable copyright or any other intellectual property right.
6. The indemnification referred to in Article 19 paragraph 4 does not apply if the Client has made use of the intellectual property rights without the Contractor's prior written permission and/or has made changes to them, or at least has had changes made to them by someone other than the Contractor.
7. The parties are jointly responsible for any third-party claim against the Contractor and/or the Client regarding the content of intellectual property rights, as well as if such claim relates to an infringement of intellectual property rights regarding manufactured/developed works. If third parties make or assert any claim against either Party in this regard, the Parties shall determine by mutual agreement whether and in what manner they shall conduct a defence, with the Contractor having a casting vote. The costs arising from such claims, including the costs of defence and compensation to third parties, shall be borne by the Contractor. However, if it is established in court that there was intent or gross negligence on the part of the Client, all costs and damage shall be borne by the Client.
8. Unless expressly agreed otherwise in writing, the copyright on reports, proposals and other written documents produced by the Contractor for the performance of the Contract/Agreement shall be held exclusively by the Contractor.
9. The intellectual property rights to teaching materials and materials produced and/or compiled by the Contractor specifically for the benefit of the Principal for the performance of the Contract/Agreement are vested exclusively in the Contractor.
10. If the Client instructs the Contractor by means of a Contract/Agreement to develop material specifically for the Client, the Contractor may, in consultation with the Client, transfer to the Client the intellectual property rights to that specifically developed material. However, the Contractor is never obliged to do so and cannot be obliged to cooperate. The Contractor is entitled to attach further conditions to any cooperation such as, but not limited to, additional financial compensation. Material specially developed for the Client shall in any case, but not exclusively, never mean items referred to in Article 19 paragraph 11.
11. To the extent that the Client provides data and/or information to the Contractor, the Principal guarantees the accuracy and completeness of the information and data provided by it to the Contractor and indemnifies the Contractor against claims by third parties in respect of infringement of (intellectual property) rights of these third parties with regard to (the use of) the result of what has been realised by the Contractor in the context of the performance of the Contract/Agreement. Furthermore, the Client guarantees that the use of this data and/or information does not violate any (legal) regulations, rules and/or guidelines.
12. All intellectual property rights relating to the development and performance of research are vested in the Contractor.
13. Internal working methods of the Contractor, (ii) know-how of the Contractor, (iii) internal documents of the Contractor (e.g. for the coordination of freelance trainers, such as briefings and presentations, manuals/manuals, instructions etc.), (iv) general and/or pre-existing teaching methods, teaching aids and/or materials, (v) models, (vi) techniques, (vii) instruments (including software) or (viii) other items which the Contractor believes do not belong to the material developed specifically for the Client, which are used for the performance of the Contract/Agreement are and shall remain the property of the Contractor at all times.
14. The copyright in all that results from the Contractor's work, including but not limited to proposals, reports, statistics, research data, data files and other documents and generated data, shall be vested exclusively in the Contractor, unless expressly agreed otherwise in writing. The Contractor also retains the right to use the knowledge gained through the performance of work - not being cases brought in by the Client and/or documents brought in by the Client - for other purposes, provided that no confidential information of the Client is disclosed to third parties in the process. Cases and/or documents brought in by the Client shall be used, distributed and/or reproduced by the Contractor solely within the purpose of the Contract/Agreement, except insofar as the Client grants prior written permission to use, distribute and/or reproduce the aforementioned cases and/or documents outside the purpose of the Contract/Agreement. The Client is entitled to attach further conditions to the aforementioned consent.
15. In respect of the provisions of paragraphs 2, 7, 8, 9, 11, 12 and 13 of this Article 19, the Contractor grants the Client a non-exclusive, non-transferable, non-sublicensable and revocable right of use for the duration of the Contract/Agreement and within the purpose of the Contract/Agreement. Except to the extent that the right of use referred to above is revoked by the Contractor, the Client has the right, during the term of the Contract/Agreement, to use the items referred to in paragraphs 2, 7, 8, 9, 11, 12 and 13 of this article 19 (or have them used) within its own organisation and to distribute and/or reproduce them for that purpose, provided that this is not done with the intention or the result that the Client thereby enters into competition with the Contractor in any way. The Client is not entitled to use, distribute, multiply, reproduce, copy, translate, publish, deliver, stream, record, adapt, or make extracts or versions, derivative works or composite works of the items referred to in paragraphs 2, 7, 8, 9, 11, 12 and 13 of this Article 19 without the prior written consent of the Contractor, or to make extracts or versions, derivative works or composite works of them in order to provide lessons, (re)training and/or (repeat) sessions itself or to have them provided by third parties, both internal and external, all this in the broadest sense of the word.  
16. At the time that the Contract/Agreement ends/is terminated, the Client is, subject to Contractor's prior express written consent:
    1. no longer entitled to use, distribute and/or multiply, reproduce, copy, translate, publish, deliver, stream, record, adapt, or make extracts or versions, derivative works or composite works of the items referred to in paragraphs 2, 7, 8, 9, 11, 12 and 13 of this Article 19, all this in the broadest sense;
    2. obliged to return to the Contractor all the Contractor's materials and/or items (including all copies, extracts, versions, derivative works or compiled works);
17. The Contractor shall never be obliged to give a written consent referred to in paragraph 14 and/or 15 of this Article 19. The Contractor is entitled to attach further conditions to the granting of a written permission as referred to above, such as, but not limited to, additional financial compensation, inspection and approval rights and/or the active involvement of the Contractor.
18. Except to the extent otherwise agreed in writing between the Parties, when using materials of the Contractor, the Client is obliged to state explicitly and clearly that they have been developed by the Contractor and the intellectual property rights rest with the Contractor or the Contractor is entitled to the use if the rights rest with third parties.
19. The Contractor specifically agrees that the Client and/or the participants make their own notes on the insights/information shared during the training sessions ("Notes") and that, after the training has been given, they may continue to use the Notes for their own development purposes, to facilitate conversations about the programme and/or - for their internal development - for the purpose of sharing ideas with other employees, as long as these Notes are not used to provide classes, (re)training sessions and/or (repeat) sessions themselves and/or disseminate these Notes outside the Client and/or its affiliates.

 

Article 20    Takeover of staff

1. During their employment and for two years after its termination, the Contractor's employees are bound by a non-competition clause, according to which they are prohibited from performing work for business partners and/or relations of the Contractor. On that basis, during the aforementioned period, the Client shall not be free to employ (former) employees of the Contractor and/or employees affiliated with the Contractor or otherwise make use of their services without the written consent of the Contractor. This also applies if the employee and/or the employee associated with the Contractor has been employed by a third party in the meantime.

 

Article 21   Liability

1. The Contractor shall endeavour to carry out assignments to the best of his knowledge and ability and in accordance with the regulations of the NRTO (Nederlandse Raad voor Training en Opleiding) nrto.nl/kwaliteit.
2. The Contractor accepts no liability to the Client for damage other than that covered by its liability insurance, and only to the extent that the insurer pays out in appropriate cases.
3. In cases other than those mentioned in paragraph 2, the Contractor's liability is limited to the amount charged for the damage-causing performance, or - if it concerns a fixed-term agreement - to the amount of invoices over a period of 3 (three) months. In no case shall the compensation exceed €15,000.00 (in words: fifteen thousand euros).
4. The Contractor shall never be liable for damage resulting from:
5. non-performance by the Client of its obligations, including failure to provide adequate cooperation in the performance of the agreement.
6. incorrect and/or incomplete and/or untimely information provided by the Client. The Client guarantees the accuracy and completeness of the information essential for the project.
7. The Contractor shall never be liable for indirect damage, including consequential damage, loss of profit and/or damage resulting from business interruption, all in the broadest sense of the word.
8. The Contractor cannot be held liable if the Client has the possibility to recover the damage suffered from its insurance company and/or a third party.

 

Article 22    Processing of Personal Data

The basis for processing personal data is formed by the performance of the Agreement with the participant/Client as included in the Agreement and/or these General Terms and Conditions.

The purpose for which the Contractor processes personal data is related to the services provided by the Contractor, namely the development, maintenance and organisation of training, education, consultancy, coaching and research, with the aim of personal development and development of the team and the organisation.

All personal data obtained from the participant/Client under the Agreement shall be treated by the Contractor in strict confidence and in accordance with applicable privacy laws and regulations.

Research data obtained by the Contractor from the Client may be used in anonymised form for scientific and other research-related activities. This means that without specifying the exact origin, the data can be published without the explicit consent of the Client. By awarding the Contract to the Contractor, the Client also grants the Contractor permission to use the data generated from the Client for the purpose described above.

Inspection, correction and deletion. The Client and/or participant have the right to inspect, correct or delete his/her personal data. The GDPR statement explains how to exercise this right.

The processing of personal data results in information on the use of training and learning services and is therefore used to generate information that is not traceable to the data subject, but consists of statistical and other statements for management, policy and research purposes.

The full GDPR statement shall be made available to the Client.

Article 23  Penalty clause

If the Client acts in violation of any of the obligations under Articles 19, 20, 25 and/or 27 of this Agreement, the Client shall forfeit (after written objective substantiation of such violation), without notice of default being required, a penalty of up to EUR 10,000.00 (in words: ten thousand euros) for each violation, as well as a penalty of EUR 1,000.00 (in words: one thousand euros) for each day that such violation continues. Instead, the Contractor is entitled to claim full compensation to the extent that the damage exceeds the penalty amount.

 

Article 24    Provision of personal data to third parties

2. Personal data shall not be provided to third parties unless:
3. This is done with the explicit consent of the data subject;
4. This is required by law, or the information is requested by the public prosecutor and/or the police as part of the investigation and prosecution of criminal offences.
5. The Contractor may engage third parties to process personal data. The Contractor shall oblige such third parties to act in accordance with the requirements set out in Article 22 of these General Terms and Conditions and the GDPR statement and data processing agreement.
6. Personal data shall not be sold to third parties.

 

Article 25 Confidentiality and secrecy

1. In addition to the Data Processing Agreement, both Parties are obliged to maintain the confidentiality of any confidential information obtained from the other Party in the context of the Agreement. Information is considered confidential if this has been communicated by the other Party or if this arises from the nature of the information. The Parties therefore undertake not to (i) disclose or use any information relating to this Agreement or any resulting or related agreement, or to the confidential affairs of the other Party, except:

1. to the extent necessary to exercise the rights under the Contract/Agreement;
2. to the extent disclosure is required by law, regulation or a binding decision of a court or any competent public authority;
3. to its professional advisers under an obligation of confidentiality and only to the extent necessary for any lawful purpose; or
4. to the extent that such information became public on or after the date of the Contract/Agreement other than through unlawful disclosure which the Party concerned knew or could reasonably have known to be unlawful at the time of disclosure.
   2. Any disclosure within the framework of the Assignment/Agreement, both internal and external, shall be agreed upon by the Parties, both in terms of content and in terms of the form and the timing of publication. The parties authorise each other to share the information with their advisers involved in the Contract/Agreement, or at least with their advisers in the event of a dispute arising from the Contract/Agreement.

 

Article 26   Entire Agreement

1. The Contract/Agreement constitutes the entire Agreement between the Parties and supersedes and renders null and void all previous agreements, promises, undertakings, warranties, representations and understandings between them, whether written or verbal, relating to its subject matter. Each Party confirms that, in entering into the Assignment/Agreement, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Assignment/Agreement.

 

Article 27   Assignment and subcontracting

2. The Client shall not assign, transfer, encumber, subcontract or otherwise deal in any of its rights or obligations under any Contract/Agreement without the prior written consent of the Contractor, which consent may be refused at the sole discretion of the Contractor. In case the Contractor intends to give the aforementioned written consent, the Contractor can/may attach further conditions to it. The Contractor may at any time assign, transfer, encumber, subcontract or otherwise deal in any of its rights or obligations under a Contract/Agreement or any part thereof.

 

Article 28                 Applicable law and competent court

1. All Agreements between the Parties shall be governed by Dutch law. Any disputes arising from Agreements to which these General Terms and Conditions apply shall be submitted to the competent court of the Oost-Brabant District Court, subject to appeal and cassation.

ANNEX 1: GENERAL TERMS AND CONDITIONS AND/OR SEPARATE AGREEMENTS WITH THIRD PARTIES THAT ALSO APPLY TO CLIENT

 

Relevance uses the following third parties for some services:

• Area9 Lyceum Aps;
• Business Monitor;
• ProfitWise International B.V., and
• Cross Knowledge;

hereinafter collectively referred to as: "Technology Partners" and each separately as "Technology Partner".

 

The following separate agreements with Technology Partners also apply to the Client and are as such included below.

 

• The Client may only use the products and/or (related) services of Technology Partners and/or Technology Partners' affiliated entities within the context of this Agreement. Without the prior written consent of the relevant Technology Partner in each specific case, the Client shall not be entitled to use any products and/or (related) services provided by the relevant Technology Partner or its affiliated entities for its own benefit or financial gain, or for the benefit or financial gain of third parties, in the broadest sense of the word.

 

• The relevant Technology Partner may, at its discretion, reject requests for consent as referred to above in Article 1.1, grant consent that is limited in time or scope (subject matter, geographical or otherwise), or grant consent subject to specific conditions, including, but not limited to, the provision of information and documentation to the relevant Technology Partner that the relevant Technology Partner considers relevant to its response to a request for consent.

 

• All intellectual property rights related to products and/or (related) services of Technology Partners and/or Technology Partners' affiliated entities, all related and/or derivative rights including database rights, data compilations, copyrights, trade secrets and other related intellectual property rights, all in the broadest sense of the word, are vested in Technology Partners and shall at all times remain the property of Technology Partners. The Client acknowledges that it does not acquire any ownership rights to the intellectual property relating to products and/or (related) services of Technology Partners and/or Technology Partners' affiliated entities, but only a limited right of use under this Agreement, and the Client shall not perform any acts that infringe Technology Partners' intellectual property rights. The Client is not authorised to copy, adapt, reverse engineer, decompile, disassemble, modify or create derivative works of Technology Partners’ software or correct errors, or in any other way derive or access the source code of Technology Partners’ software, in whole or in part, nor attempt to perform any such acts. The Client and its (end) users are expressly prohibited from (i) using Technology Partners’ software in any form other than object code; (ii) using Technology Partners’ software for any purpose other than as agreed between the Parties; (iii) obtaining ownership of Technology Partners’ software or any intellectual property rights thereon; (iv) removing or disabling security features of Technology Partners’ software; (v) removing any trademark or copyright notices of Technology Partners’ software (vi) publishing, distributing, renting, leasing or lending Technology Partners’ software; (vii) using Technology Partners’ software in violation of law; (viii) using Technology Partners software to develop a competing product or to benchmark Technology Partners services; and (ix) sublicensing Technology Partners’ software. Any use of Technology Partners’ software outside the licence specifically granted by the relevant Technology Partner constitutes a violation of the intellectual property rights of the relevant Technology Partner. Technology Partner may revoke Relevance's licence to the relevant Technology Partner's software with immediate effect if any restriction on the use of the relevant Technology Partner's software as set out above is breached or otherwise infringes or violates the relevant Technology Partner's intellectual property rights. The relevant Technology Partner and/or Relevance may suspend user accounts for security reasons or otherwise with immediate effect in the aforementioned cases, provided that the Client is notified in writing. Technology Partners and/or their suppliers retain all rights to software, know-how, inventions and the like used in connection with the provision of services by the relevant Technology Partner, including all intellectual property rights therein. All modifications, enhancements and/or derivative works to Technology Partners’ software (or any part thereof) made by or on behalf of the relevant Technology Partner or Relevance or Client shall be the sole property of the relevant Technology Partner and Client hereby assigns and agrees to assign (at Technology Partner's first request, free of charge) all rights it has in such works to the relevant Technology Partner. Unless otherwise agreed in a separate agreement, the Client retains all rights to content provided by or on behalf of Client.

 

• The Client shall receive the necessary login details, passwords or other necessary security keys that allow the Client to access the software of the relevant Technology Partner, provided the Agreement is signed. The Client may only use the assigned login details and passwords to access Technology Partners’ software via the Internet. No other access to the Technology Partners’ software by the Client is permitted. Login details, passwords and other security keys are strictly personal and confidential.

 

• The Client is responsible for its own internet connection and all associated costs. The Client's use of Technology Partners' software requires Internet access that can be used for data transfer between the Client and the data centre (e.g. Amazon) used by the relevant Technology Partner. The Client warrants that it and all users granted access to the relevant Technology Partner's software by or through Relevance ("Authorised Users") shall abide by the terms of this Agreement, including the restrictions on the use of the relevant Technology Partner's software, and that the information relating to Client and its Authorised Users is at all times accurate and up to date and that only Authorised Users shall be granted access to the software. The Client is responsible for informing Authorised Users of this obligation and assumes liability for failure of its Authorised User to comply with this Agreement. The Client is obliged to store and use login details, passwords and other security keys correctly (including ensuring that its Authorised Users do not share the foregoing). The Client should immediately notify Relevance as soon as it becomes aware that the security in relation to access to the relevant Technology Partner's software may have been compromised. The Client shall immediately notify Relevance as soon as it detects shortcomings and defects in the relevant Technology Partner's software. The Client represents and warrants that (i) all content provided by the Client, including but not limited to images, text, etc., does not infringe or otherwise violate any third party rights and (ii) all necessary third party approvals relating to its use have been obtained, if required. The Client shall not export, re-export or otherwise disclose any of the Technology Partners' software, services or related technical data, directly or indirectly, to any jurisdiction or country where such export, re-export or disclosure is prohibited under applicable laws or regulations, nor permit any third party to do so. To the extent exports are not prohibited, the Client shall comply with all applicable laws, regulations and rules and

complete all required obligations (including obtaining the necessary export licence or other government approval) before exporting or re-exporting Technology Partners’ software, Technology Partners’ services and any related technical data.

 

• With respect of Technology Partners' software, Relevance (on behalf of itself and its suppliers) hereby disclaims all (and gives no) express, implied or statutory representations, warranties or guarantees, including implied warranties of merchantability, non-infringement or fitness for a particular purpose. Relevance does not warrant that Technology Partners’ software shall operate without interruption, meet performance or reliability standards or be error free. Technology Partners' software and services are provided "as is". Relevance and the Technology Partners shall not be liable to any party for any claims, losses or damages arising out of or in connection with the use of, or inability to use, any licensed intellectual property. The Client shall indemnify Relevance against any third-party claims arising from the Client's or its suppliers' use of Technology Partners' software and/or services.

 

• Relevance does not provide consulting services in relation to the Client's use of Technology Partners’ software unless specifically agreed in a separate written agreement. The Client's use of Technology Partner's software and services is entirely at the Client's responsibility and risk. Relevance and/or Technology Partners are not liable for the Client's use of Technology Partners’ software or services. Relevance shall not be liable for any damages arising out of or in connection with the Client's use of Technology Partners’ software, or arising out of acts or omissions caused by Technology Partners, whether such damages arise in breach of contract, tort (including negligence) or otherwise. Relevance disclaims any liability in relation to Technology Partners' software and services. If any warranty relating to Technology Partners’ software or services is breached, the Client's sole remedy and Relevance's sole liability for such breach shall be at Relevance's discretion: (i) the full or partial refund of the amounts paid for the services during the period in which the relevant Technology Partner’s software was defective, but not more than the licence/usage fee for six (6) months; or (ii) the correction of, or the procurement of the correction of, the defects in the Technology Partner’s software causing such breach. Relevance shall not be liable for any consequential, incidental, special or indirect damages, including loss of profits, loss of production, loss related to inability to use Technology Partners’ software as intended, loss of reputation, penalties and fines, loss related to breach or termination of contracts with third parties or loss related to the loss or disruption of data arising out of or relating to any agreement, whether or not Relevance has been advised of the possibility of such damages, unless it is proved that Relevance has acted wilfully or with gross negligence. With respect to the Technology Partner's software and services, the Client is not entitled to compensation later than twenty-four (24) months after the incident giving rise to the claim. The aforementioned limitations of liability also apply to Relevance's employees, representatives, suppliers, subcontractors and natural and legal persons assisting with deliveries. Consequently, these persons also cannot be held liable for any damages or losses incurred by the Client.

 

• Relevance's liability in connection with virus attacks related to Technology Partners' software is excluded.

 

• Relevance may, during regular business hours and upon reasonable prior written notice of at least 10 working days, conduct an audit to determine the Client's compliance with the terms of the Agreement. A notification to conduct an audit should be sent to the Client by regular mail. The Client shall grant Relevance or parties authorised by it (who shall assume a duty of confidentiality no less restrictive than that of Relevance) access to the Client's facilities and cooperate fully with Relevance in any such investigation. For the avoidance of doubt, audits do not include access to information on the Client's general cost structure or to information on anything other than strictly necessary to determine the Client's compliance with the terms of the Agreement. The Client is not entitled to assign any rights or obligations under the Agreement without Relevance's prior written approval.

 

• Waivers by a Party are not effective unless expressly set out in writing and signed by the Party waiving. The decision by either Party not to exercise (or to delay exercising) a right or remedy under the Agreement does not constitute a waiver of that Party's rights or remedies to exercise that right in accordance with the terms of the Agreement, e.g. under similar circumstances.

 

• Provisions of the Agreement relating to obligations that have arisen, express or implied, shall survive the term of the Agreement, and any provision necessary to interpret and enforce the rights and obligations of the Parties under the Agreement to the extent necessary for the full compliance and performance of the Agreement shall survive termination or expiry of the Agreement (including with respect to ownership of intellectual property, disclaimers, limitations of liability and confidentiality).

 

• Breach of the obligations by the Client, as referred to above in this clause 1, shall constitute a material breach entitling Relevance to immediately terminate the Contract without prior notice of default.