General Terms & Conditions

of Delivery Relevance Learning, a label of Schouten & Nelissen B.V.

Article 1 Definition of terms

Client: the natural or legal person who negotiates with Contractor on the granting of an Assignment to perform work or who in any other way has given Contractor an Assignment to perform work.
Contractor: Relevance Learning
Assignment: the assignment given by the Client to Contractor for the provision of learning services for which an offer is drawn up separately and on which matter a Contract is entered into between Parties.
Standard training /course: Existing standard training/courses, part of Relevance’s standard portfolio. Can be a purely online learning pathway, a blended learning journey or purely Virtual instructor led or face to face training.
Customised training/course: Training/course that is either an adaptation of a standard Relevance training/ course to the needs of the client, or a training/ course that has been developed specially for this client an may have some elements of a Relevance standard training/course in it. Can be a purely online learning pathway, a blended learning journey or purely Virtual instructor led or face to face training.
Starting moment of the training/course: starting moment of the first online session ( date that participants can start the journey in case of blended or online program) or session case of a non -blended program.
Starting moment of the assignment: the first invoiceable performance of the assignment.
Cancelling/Shifting: the termination/shifting of the assignment for a training/course or shifting of the starting moment of the assignment.
Parties: Client and Contractor jointly.
Coaching: individual counselling.

Article 2 Applicability

1. These General Terms and Conditions apply to all quotations and offers from Relevance Learning, as well as all contracts between Relevance Learning and clients for the provision of internal company projects and/or participation in these projects, or consultancy in the broadest sense of the word, hereinafter referred to as the 'assignment'.
2. Deviations from these terms and conditions will only be binding if and to the extent they are confirmed in writing by Contractor.
3. The application of any purchasing terms and conditions or other terms and conditions of the Client is explicitly rejected.

Article 3 Formation of the assignment

The contract between Contractor and the client is concluded by (1) signing of the offer by the client, (2) by signing of the written confirmation by the client or (3) through written confirmation by Contractor of the client's notification of the assignment by telephone.

Article 4 Offers

1. The Contractor cannot be bound by an offer or bid if the Client can reasonably understand that (part of) the offer or bid contains a clear mistake or clerical error.
2. A compiled offer and bid does not commit the Contractor to perform part of the offer and bid for an equivalent part of the price quoted.
3. Offers and bids do not automatically apply for future contracts.

Article 5 Assistance by Client

1. The Client will provide the Contractor at all times, on request or otherwise, with all information that the Contractor needs for correct execution of the assignment awarded to it.
2. If the data necessary for the execution of the agreed assignment are not made available by the Client, or are not made available on time or in accordance with the agreements, or if the Client fails to comply with its information or other obligations in other ways, the Contractor is authorised to suspend the execution of the Contract.
3. In order to ensure that the execution of the assignment proceeds well and on schedule as far as possible, the Client will make employees of its own organisation available in a timely manner, unless this does not follow from nature of the assignment. The Client must ensure that its personnel have the right skills and experience to be able to perform the work.
4. If the Client’s failure to provide personnel, requested data, documents and facilities or its failure to do so correctly or on time results in extra costs for the Contractor, these costs will be borne by the Client.

Article 6 Performance of the contract

1. In so far as offers submitted by Contractor are partly based on information that is provided by the Client, Client guarantees that to the best of his knowledge he provided all essential information for the design and performance of the offered activities. Contractor will perform the services to be provided by him to the best of his knowledge and ability, and in accordance with high standards. If in the performance it emerges that there are circumstances that require a modified approach, Contractor will, in consultation with Client - or vice versa - strive to adapt the original assignment. Both Client and Contractor are obliged to draw attention to this promptly and discuss and record in writing the consequences for the assignment and any (extra) costs.
2. The Contracted Party is not liable for damage of whatever nature as a result of the Contracted Party’s reliance on incorrect and/or incomplete information provided by the Contracting Party unless it should have been apparent to the Contracted Party that such information was incorrect or incomplete.
3. If it has been agreed that the agreement is executed in phases, the Contracted Party may suspend execution of such parts as pertain to a following phase until the Contracting Party has approved the results of the preceding phase in writing.

Article 7 Cancellation and/ or rescheduling of the assignment by the client

1. The client is entitled to cancel the assignment in writing.
2. The client may cancel the assignment free of charge until 8 weeks before commencement of the assignment.
3. If the client cancels up to 4 weeks before commencement of the assignment, the client will be obliged to pay 50% of the amount of the offer.
4. If the client cancels up to 2 weeks before commencement of the assignment, the client will be obliged to pay 75% of the amount of the offer.
5. In the event of cancellation less than 2 weeks before commencement of the assignment, 100% of the amount of the offer must be paid.
6. For customised programs, in case of cancellation of the order all start up, design and other incurred cost will be charged to the client.
7. The cancellation fees will be charged at the time the assignment would have commenced.
8. Rescheduling within the 8 weeks term will be considered the same as cancellation.
9. For rescheduling after a planning has been confirmed by client, before 8 weeks before the commencement of the assignment, will be charged at 5% of the price of the scheduled programs.

Article 8 Cancellation of individual guidance/coaching by the client

1. In departure from Article 7, cancellation of the planned meeting may take place without charge until 1 month before the meeting.
2. If the meeting is cancelled up to 2 weeks before its commencement, the client will be obliged to pay 50% of the amount of the offer.
3. In the event of cancellation up to 48 hours before commencement of the meeting, 75% of the amount of the offer must be paid.
4. In the event of cancellation less than 48 hours before commencement of the meeting, the full costs must be paid.
5. Also with respect to cancellation of a meeting for individual guidance/coaching, the cancellation fees will be charged at the time the meeting would have commenced.

Article 9 Prices

Prices are non-binding unless included in a written contract as referred to in article 3.

Article 10 Payment

1. Relevance Learning will charge the fees payable by the client by means of an invoice. Payment must be made in the bank or postal giro account indicated on the invoice within a period of 30 days, without suspension or set-off due to an (alleged) failure by Relevance Learning.
2. If the client fails to pay within the agreed period, it will be in default without further notice of default. Relevance Learning will always be entitled to charge statutory interest from the due date. If payment is not made in good time, Relevance Learning are entitled to suspend performance of the assignment immediately.
3. Failing prompt payment by the client, it will always be obliged to compensate Relevance Learning for all collection costs reasonably incurred in and out of court at any time, 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 court costs awarded at law. The extra judicial collection costs will amount to at least 15% of the amount owed by the client, with a minimum of EUR 260,-.

Article 11 Suspension and dissolution

Failing prompt payment by the client, Relevance Learning are entitled to refuse participation of the client or the participants designated by the client in a project or to suspend performance of the assignment or dissolve the contract, without prejudice to the terms of Article 9.

Article 12 Duration and conclusion of assignment

1. Offers by Contractor are inextricably linked with the structure of the activities described in the project proposal (of contractor). Changes to the structure, including those concerning the size, phasing of the project, the method, analysis and reporting, that are made in consultation with the Client, can result in the modification of the costs owed.
2. If interim change to the performance of the learning services arises due to facts or circumstances within the control of the Client, Contractor is entitled to make modifications to the described structure for the learning services if this is necessary for the quality of the service. Contractor is entitled to pass the (extra) costs linked to that on to the Client.
3. Contractor can in advance only give an indication of how long the completion time will be for the performance of a project. An agreed period or end date of the activities and the reporting are therefore not intended as a final deadline, unless expressly agreed otherwise.
4. If and insofar as required for the proper execution of the agreement, the Contracted Party is entitled to have certain work carried out by third parties.
5. A contract is always concluded for a minimum period and/or for a minimum number of (repeat) deliveries. Unless agreed otherwise, such a contract cannot be terminated early.

Article 13 Termination

1. Without affecting any other right or remedy available to it, either party to the Agreement may terminate it with immediate effect by giving written notice to the other party if:

i. the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 calendar days after being notified in writing to do so;
ii. the other party takes any step or action in connection with its entering administration, provisional liquidation, bankruptcy or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
iii. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
iv. Without affecting any other right or remedy available to it, Contractor may terminate the Agreement with immediate effect by giving written notice to the Client fails to pay any amount due under the Agreement on the due date for payment

Article 14 Consequences of termination

On termination of the Agreement:
The Client shall return any of the Training Materials which have not been fully paid for; and any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
Termination of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

Article 15 Force majeure

Contractor shall have no liability to the Client under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Contractor or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.

Article 16 Variation

No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Article 17 Waiver

No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Article 18 Intellectual property

1. As between Parties, all Intellectual Property Rights and all other rights in the Deliverables and any other documents and materials provided by the Supplier, (collectively ‘Materials’) shall be owned by the Supplier and/or its business partners absolutely.
2. Supplier hereby grants client for the term of the Agreement a non-exclusive, revocable, royalty free license for client’s employees who attend the training program, (‘Program Participants’), to use the Materials for the purpose of receiving the Services in accordance with the terms of the Agreement.
3. Supplier specifically consents to the Program Participants making their own notes on the insights/information shared throughout the training, (“Notes”), and following delivery of the training to use the Materials and their Notes for their own developmental purposes, to facilitate discussions about the program and to share ideas with other employees for their internal development as long as client does not (without express prior written consent from the Supplier) use the Materials for additional sessions without the Supplier’s involvement or to provide training to additional employees, or disseminate the Materials outside the Client and/or its affiliates.
4. Except as outlined above, the Client may not duplicate, reproduce, copy, translate, publish, supply, stream, record, extract, adapt or create versions, derivative or compilation works from any of the Materials unless the Client has the express prior written consent from the Supplier.
5. For the purposes of this clause “Intellectual Property Rights” shall mean all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Article 19 Takeover of personnel

During their employment and for two years after termination of their employment, the employees of Relevance Learning will be bound by a competition clause, entailing that they may not do any work for business associates of Relevance Learning. On that basis, the client is not at liberty during the aforementioned period, without approval of Relevance learning, to employ (former) employees and/ or associated staff of relevance learning or otherwise make use of their services without written approval of Relevance learning. This also applies if the employee and/ or associated staff member has meanwhile been employed by a third party.

Article 20 Liability

1. Relevance Learning will make every effort to carry out assignments according to their best insight and ability and in accordance with the codes of the NRTO (Association of Training and Educational Institutes in the Netherlands).
2. Relevance Learning will not accept any liability towards the client for damage other than damage covered by their liability insurance and to the extent that the insurer will pay in cases that arise.
3. In cases other than those mentioned in paragraph 2, liability is limited to the amount charged for the performance causing the damage, or if a fixed-term contract is concerned, up to the amount of the invoices over a period of 3 (three) months. In no event will the damages amount to more than EUR 15.000
4. Relevance Learning will never be liable for damage due to:
• any breach by the client of its obligations, including not rendering sufficient cooperation in the performance of the contract.
• incorrect and/or incomplete information from and/or information provided too late by the client. The client warrants the correctness and completeness of the information essential to the project.
5. Relevance Learning will never be liable for indirect damage and/or loss, including consequential loss, loss of profit and damage and/or loss from business stagnation.
6. Relevance Learning may not be held liable if the client has the opportunity to claim compensation from its insurance company or from a third party for the damage and/or loss incurred.

Article 21 Processing personal Data

1. The basis for the processing of personal data is formed by the execution of the agreement with the participant/Contracting Party as included in these General Terms and Conditions of Delivery.
2. The purpose for which we process personal data is related to the services provided by Relevance Learning, namely the development, maintenance and organisation of training, education, consultancy, coaching and research, with the objective of personal, team and organisational development.
3. All personal data that are obtained within the context of the agreement with the participant/Client will be handled in the strictest confidence and in accordance with the applicable privacy legislation and regulations by the Contractor.
4. Any research data that are obtained by the Contractor from the Client may be used for scientific and other research activities in anonymised form. This means that the data can be published without a statement of the exact origin of the data without the Client’s express approval. By granting the assignment to the Contractor, the Client also grants the Contractor approval to use the data generated at the Client for the purpose described above.
5. Inspection, correction and removal. Client is entitled to inspect, correct or remove his/her personal data. Our Data Protection and privacy statement explains how to exercise this right.
6. The processing of personal data results in information concerning the use of the training and learning services and is therefore used to generate information that cannot be traced back to the person concerned but comes in form of statistical and other overviews for management, policy and research purposes.
7. The full Data protection and privacy Statement can be found here.

Article 22 Penalty Clause

In the event Client acts in violation of any of the obligations under the articles of this Agreement, Client shall (upon written objective substantiation of such violation), without notice of default being required, forfeit to the Client for each such violation, a penalty in the maximum amount of EUR 10.000,00 as well as a penalty of EUR 1.000,00 for each day such violation has taken place and continues. Alternatively, Contractor will be entitled to claim full damages.

Article 23 Provision of personal data to third parties

1. Personal data are not provided to third parties unless:
a. This takes place with the express consent of the data subject;
b. Such is required by law or the information is requested by the Public Prosecution Service and/or the police within the context of the investigation and prosecution of criminal offences.

2. The Contractor may engage third parties to process personal data. The Contractor obliges these third parties to act in accordance with the Contractor’s privacy and data processing conditions, which have been laid down in Section 21 and the Data protection and privacy statement and Data processing the addenda 1 and 2.
3. Personal data are not sold to third parties.

Article 24 Confidentiality

In addition to the data processing agreement in addendum 2, both parties are obliged to keep secret all confidential information obtained from the other party or from another source within the framework of the agreement. Information will be considered to be confidential when it has been designated as such by the other party or when this ensues from the nature of the information.

Article 25 Entire agreement

The Agreement shall constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the 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 Agreement.

Article 26 Assignment and subcontracting

Client shall not, without the prior written consent of Contractor assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement, such consent may be withheld in Contractor's sole discretion. Contractor may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

Article 27 Applicable law and court with jurisdiction

All contracts between Relevance Learning and a client are governed by Dutch law. Disputes arising from contracts to which these Terms and Conditions apply, which are not subject to the jurisdiction of the sub district court, will be brought before the District Court of Den Bosch.