General Terms and Conditions of YOUR-Q Academy
Article 1 – Definitions
1.1 Supplier: Your-Q Academy, the supplier of an (online) platform for training courses. ‘Your-Q Academy’ is a trade name and working method of Daphne Beers Consultancy, registered in the trade register of the Netherlands Chamber of Commerce under number 70434522.
1.2 Purchaser: the party that contracts with the Supplier.
1.3 Parties: the Supplier and the Purchaser together.
1.4 Contract: the agreement between the Parties for the supply of the Service.
1.5 Service: the total product of the online training platform and additional (training) services provided by the Supplier to the Purchaser.
Article 2 – Scope of these general terms and conditions
2.1 These general terms and conditions (the ‘general conditions’) apply to all legal relationships between the Supplier and the Purchaser, including the Service, and in particular the product and additional services specified in the offer and the contract.
2.2 Deviations from these general conditions shall only be valid if they have been expressly agreed in writing. The Supplier expressly rejects the scope of any general conditions used by the Purchaser.
Article 3 – Accessibility
3.1 The Supplier shall make every reasonable effort to ensure that the Service is available twenty-four hours per day, seven days per week. However, there will be circumstances in which the Service is interrupted for/by maintenance, upgrades or emergency repairs or due to failure of communication links, equipment or third parties. The necessary steps shall be taken by the Supplier to minimise such disruptions.
3.2 When providing the Service, the Supplier shall observe such duty of care as reasonably owed to the Purchaser. In particular, the supplier shall ensure the confidentiality of all data and information, online and offline, provided by the Purchaser within the framework of the Contract and use of the Service.
3.3 The Supplier reserves the right, in its sole discretion, at any time, with and without notice, to impose limits on usage and storage relating to the Service.
3.4 The Purchaser declares that the individual users are at least 18 years of age and are legally permitted to use the Service.
3.5 The Supplier makes content available via the Service and website. The Supplier makes no representation that the Service can be lawfully used or that content can be uploaded or downloaded to and from the Service outside of the Netherlands. Access to the Service may not be legal for/by certain persons in certain countries. If the Purchaser uses the Service outside the Netherlands, it does so at its own risk and is responsible for compliance with the laws of the relevant jurisdiction.
3.6 The Purchaser is responsible for obtaining and maintaining all equipment and support services necessary to connect to and use the Service, including, but not limited to, modems, hardware, software and long distance or local telephone services. The Purchaser is also responsible for ensuring that such equipment or support services are compatible with the Service.
Article 4 – Contract
4.1 All offers from the Supplier are without obligation and are valid for a maximum of 30 days.
4.2 The Supplier cannot be held to an offer if the Purchaser ought reasonably to realise that the offer contains an obvious mistake or typo.
4.3 Offers do not automatically apply to future and/or follow-up orders.
4.4 A Contract is only valid if it has been confirmed in writing, by e-mail or otherwise.
4.5 A Contract is also created if the Purchaser places a written or oral (telephone) order, registration, or instruction with the Supplier which is accepted by the Supplier. By virtue of their written or oral order, registration or instruction, the Purchaser accepts these general conditions.
4.6 By enrolling on a course of education or training, the Purchaser enters into a Contract for the duration of the course as stated on the website and/or in the offer.
Article 5 – Performance of the Contract
5.1 The Supplier shall make every effort to provide the best possible Service and advice to the best of its knowledge and ability; the times indicated by the Supplier are approximate. The Supplier is permitted to perform the Contract in parts and to invoice these parts separately.
5.2 The Purchaser must ensure that the information requested and/or required by the Supplier is provided in a timely manner, and that this information is complete and correct. Failing this, the Supplier is entitled to suspend the performance of the Contract and/or to charge the Purchaser for the extra costs incurred as a result.
5.3 Goods/equipment (electronics, etc.) supplied by the Supplier to the Purchaser in the execution of an order must be returned to the Supplier in the same condition.
5.4 For the performance of projects, the Purchaser may determine its own preferred location in the Netherlands, whether internally at the Purchaser’s own premises, or at an external location, such as a conference centre. The Supplier shall, if desired, provide advice and/or mediation in respect of making this choice. The Supplier reserves the right not to agree to the location selected by the Purchaser.
5.5 All costs of the location are at the expense of the Purchaser and will be invoiced directly by the location to the Purchaser. In the event that Service is provided on the Purchaser’s premises or at a location designated by the Purchaser, the Purchaser shall provide the facilities reasonably required free of charge.
5.6 If and insofar as required for the proper performance of the Contract, the Supplier shall be entitled to have the Service performed or supplied by third parties.
Article 6 – Duration of Contract and of performance of Contract
6.1 The Contract is entered into for a pre-agreed duration. On expiry of this period, the Contract shall be automatically renewed for an identical period, provided that neither Party has given notice to terminate the Contract.
6.2 If a duration has been agreed between the Parties in connection with the performance of the Contract, this term is only approximate, unless expressly agreed otherwise in writing.
Article 7 – Prices
7.1 Prices shall be determined on the basis of published prices at www.your-q.com. The prices will be stipulated in the Contract together with the corresponding payment terms. The Supplier reserves the right to change agreed prices upon renewal of the Contract.
7.2 All prices are exclusive of VAT and other government levies, as well as any costs to be incurred within the framework of the Contract, unless stated otherwise in the offer.
7.3 Any travel and accommodation expenses and costs incurred by third parties shall be borne by the Purchaser.
7.4 For journeys within fifty kilometres of the Supplier’s business address, a travel allowance of €0.30 per kilometre applies. Above that distance, an additional rate may be charged.
7.5 Where the Contract is with a Purchaser established outside the Netherlands, but within Europe, the VAT will be transferred to the Purchaser.
Article 8 – Payment
8.1 The Purchaser must pay the invoiced sum one month before the commencement of the order, but no later than fourteen days after the invoice date, unless otherwise agreed in writing. Objections to sums invoiced do not suspend the payment obligation.
8.2 If the Purchaser fails to pay within the payment term of fourteen (14) days, they will be in default by operation of law. In that case, the Purchaser shall owe interest of 1% per month or at the statutory (commercial) interest rate, whichever is higher. The interest on the debt will be calculated from the moment the Purchaser is in default until the moment of payment in full.
8.3 All costs incurred by the Supplier for obtaining payment in and out of court are the liability of the Purchaser. Extrajudicial costs are calculated in accordance with the Rapport Voorwerk II used by the courts in the Netherlands, with a minimum of €150.
8.4 The Purchaser is not allowed to set off.
Article 9 – Suspension and complaints
9.1 The Supplier shall be entitled to suspend performance of its obligations if the Purchaser fails to comply with its obligations under the Contract in full or at all, or threatens not to comply. Suspension of the Contract does not release the Purchaser from their payment obligations. If the Supplier suffers loss and/or incurs additional costs as a result of suspension of the Contract, the Purchaser will be liable for such loss and costs. The Supplier is not liable for loss suffered by the Purchaser as a result of the suspension.
9.2 Any complaint about the Service supplied must be reported in writing by the Purchaser to the Supplier within eight days after discovery, but at the latest within fourteen days after completion of the relevant Service. Such notice of default must contain as detailed a description as possible of the breach by the Purchaser, to enable the Supplier to respond adequately.
9.3 If a complaint is well-founded, the Supplier shall be given the opportunity to supply the agreed Service. In the event that it is no longer reasonably possible to provide the Service, the Supplier shall only be liable within the limits of Article 11.
Article 10 – Notice period
10.1. Either party may terminate a Contract at any time in writing, with effect from a new month, subject to a notice period of two calendar months, except for a Contract that stipulates an annual payment, see section 2 of this article.
10.2 A Contract that stipulates an annual payment term cannot be terminated before the end of the full term, unless the Purchaser agrees to full payment of the agreed total fee over the full term of the Contract. A notice period of two (2) calendar months also applies to this kind of Contract.
10.3 If, before the notice period has expired, the Purchaser does not give the Supplier the opportunity to perform the order, the Purchaser will nevertheless owe the full amount that they would owe under the Contract.
Article 11 – Liability
11.1 In view of the nature of the Service and the element of subjectivity in assessments, the Supplier is not liable for any loss suffered by the Purchaser as a result of any act or omission of the Supplier in the performance of a Contract or otherwise, except in case of intent or gross negligence. There is no liability for consequential loss, including loss of profit or losses suffered.
11.2 If the Supplier is liable for loss suffered by the Purchaser, the compensation payable by the Supplier will not exceed the amount invoiced for the Service that was the cause of the loss, or – if this cannot be determined – the amount invoiced for the Service that the Supplier supplied to the Purchaser at the time that the loss-causing event occurred, up to a maximum of €5,000.
11.3 The Purchaser indemnifies the Supplier against all third-party claims for damages in connection with or arising from the Contract. This does not affect the Supplier’s duty of care as referred to in Article 3.
11.4 The exclusions and limitations of liability as specified in this article, as well as the indemnity as referred to in section 3, are also stipulated in favour of subordinates of the Supplier and any other person whose assistance the Supplier engages in the performance of the Service.
11.5 The Supplier is not liable for any loss caused by any third party or parties it has engaged.
Article 12 – Force majeure
12.1 ‘Force majeure’ means every circumstance on the basis of which it is unreasonable to require (further) performance of the Contract by the Supplier. This includes, but is not limited to, fire, blockade, operational disturbance, power failure, natural disasters, refusal of permits, strikes or work stoppages, loss of data, computer virus or computer hacking caused by third parties, machine breakdowns, and other calamities that prevent or limit the Supplier’s business operations.
12.2 In the event that the Supplier is prevented by force majeure from delivering the Service in whole or in part, the Supplier has the right, without the need for court approval, to suspend the delivery of the Service or to treat the Contract as terminated in whole or in part, at the Supplier’s discretion, without thereby being obliged to compensate any loss suffered by the Purchaser.
12.3 In the event that at the time of force majeure the Supplier has already partly performed its obligations to the Purchaser under the Contract, and has supplied part of the Service for the benefit of the Purchaser – and the Service already supplied has independent value – the Supplier is entitled to invoice separately for this part of the Service. The Purchaser is then obliged to pay the Supplier’s invoice in question.
Article 13 – Intellectual property & copyright
13.1 All intellectual property rights to the documents provided by the Supplier, such as reports, advice, agreements, designs, software, training content, videos, etc., are held by the Supplier and are exclusively intended to be used for the benefit of the Purchaser and may not be reproduced, made public or brought to the knowledge of third parties by the Purchaser without the prior consent of the Supplier. The Purchaser acknowledges these rights and shall refrain from any infringement thereof.
13.2 The Purchaser shall indemnify the Supplier against any third-party claim asserting any breach of intellectual property rights, if this breach relates to the use of data, including the data provided by the Purchaser to the Supplier in connection with the performance of its order. This includes data and/or visual material.
13.3 The Supplier reserves the right to use the knowledge gained through the performance of the Service for other purposes, insofar as no confidential information is disclosed to any third party.
13.4 The Supplier shall be entitled to sign and/or use everything produced by the Supplier to promote its own organisation and services.
13.5 Any other use, including copying, editing, reproducing, publishing, distributing, selling, hiring out, storing in data files, providing third parties with the content and/or layout of the training content, software, videos, etc., is not permitted without the prior written consent of the supplier. In the event of any breach of this article, the third party in breach and the Purchaser via whose Contract with the Supplier the third party gained access to the training content, software, videos, etc., are jointly and severally liable to pay a one-time, non-appealable, penalty of €5,000, as well as a non-appealable penalty of €1,000 for each day that the breach continues, without prejudice to the right of the Supplier to recover the full amount of its loss from the party in breach and the Purchaser.
Article 14 – Confidentiality
14.1 The Supplier is obliged not to disclose the data and information provided by or on behalf of the Purchaser to any third party not involved in the performance of a Contract. If the Supplier is obliged by any statutory provision or judicial order to provide confidential information to any third party stipulated by law or by the competent court, and the Supplier is unable to invoke any legal right to refuse such disclosure, the Supplier is not obliged to pay compensation and the Purchaser is not entitled to terminate the Contract as a result.
Article 15 – Termination
15.1 The Supplier is entitled, without the need to serve notice of default or an obligation to pay compensation, to terminate all or part of the Contract or – at its own discretion – to suspend further performance of the Contract if:
- The Purchaser is declared bankrupt;
- The Purchaser applies for a moratorium;
- The Purchaser’s business goes into liquidation;
- The Purchaser is made subject to a guardianship order, or dies; or
- The Purchaser fails to comply with any legal obligation to the Supplier, or any obligation arising from the Contract.
15.2 In the cases referred to in section 1 of this article, the Supplier is entitled to demand immediate and full payment of the sum owed by the Purchaser.
15.3 The Purchaser must inform the Supplier immediately if a circumstance as listed in section 1 occurs. In the event that one of the circumstance as listed under section 1.e occurs, the Purchaser is in default by operation of law and any debt to the Supplier becomes immediately due and payable.
Article 16 – Transfer and obligations
16.1 The Purchaser is not entitled to transfer any part of their rights and obligations under a Contract to any third party, except with the prior written consent of the Supplier.
16.2 This clause has property law effect as referred to in Book 3 Article 83(2) of the Dutch Civil Code, which excludes the transfer of rights of action.
Article 17 – Dispute resolution and applicable law
17.1 These general conditions shall take effect on 1 January 2020.
17.2 In the event that any provision of these general conditions proves to be void or voidable, this shall not affect the validity of the other provisions.
17.3 The legal relationship between the Purchaser and the Supplier is governed by Dutch law.
17.4 Any dispute between Purchaser and the Supplier arising under, or in connection with, the Contract should be brought exclusively before the competent court for the district of Noord-Holland, sitting in Alkmaar.
Article 18 – Amendment of the general conditions
18.1 The Supplier shall, at all times, be entitled to amend these general conditions.
18.2 Any such amendment shall be binding on the Parties from the moment that the amended version has been received by the Purchaser.
18.3 The amended version shall apply as from the time it comes into effect.