These are the General Terms and Conditions of Theorie Snel Halen B.V. (hereinafter referred to as “TSH”), a company with the address Oderweg 6, 1043 AG Amsterdam. TSH is registered with the Chamber of Commerce under number 89622006.

Definitions
In these General Terms and Conditions, the following terms have the following meanings, unless explicitly stated otherwise:

General Terms and Conditions: these general terms and conditions as mentioned below.
Company: the Student acting in the course of a business or profession.
BW: the Civil Code.
Consumer: the Student not acting in the course of a business or profession.
Assignment: All activities, in any form, that TSH performs for or on behalf of the Student.
Service: All activities, in any form, that TSH performs for or on behalf of the Student.
Distance Service: an agreement concluded between TSH and the Student within the framework of an organized system for distance service provision, in which until the conclusion of the agreement, use is made solely or partly of one or more techniques for communication at a distance.
Agreement: Every agreement concluded between TSH and the Student.
Student: the party who has accepted these General Terms and Conditions and has given an Assignment. The Student can be both a Company and a Consumer.

Unless the General Terms and Conditions explicitly state otherwise, in interpreting the General Terms and Conditions, the singular is deemed to include the plural and vice versa, and a reference to a male form is also deemed to include a reference to a female form and vice versa.

 

 

1 Applicability

  1. These General Terms and Conditions apply to every offer, quotation, and Agreement concluded between TSH and the Student, unless expressly deviated from these General Terms and Conditions in writing by the parties.
  2. These General Terms and Conditions also apply to agreements with TSH for which third parties need to be involved in the execution.
  3. The applicability of the Student’s general terms and conditions is expressly rejected.
  4. Deviations from the Agreement and General Terms and Conditions are only valid if expressly agreed upon in writing between the parties.

 

 2 Quotations and Offers

  1. All quotations and/or offers, unless explicitly stated otherwise, are considered non-binding offers and can be revoked at any time, even if they contain a deadline for acceptance. Offers or quotations can also be revoked in writing by TSH immediately after receiving acceptance, but no later than within two business days, in which case no agreement is reached between the parties.
  2. All quotations and/or offers from TSH are valid for 3 months, unless otherwise specified.
  3. TSH cannot be held to its quotations and/or offers if, based on reasonableness and fairness and commonly accepted societal norms, the Student should have understood that the quotation and/or offer, or a part thereof, contains an obvious mistake or typographical error.

If the acceptance, whether or not on minor points, deviates from the offer included in the quotation and/or offer, TSH is not bound by it. The Agreement is not formed in accordance with this deviating acceptance, unless TSH indicates otherwise.

 

3 Formation of Agreement

  1. The Agreement is established by the acceptance of the offer and/or proposal by TSH by the Student.
  2. Quotations and/or offers can only be accepted in writing (including electronic means). Nevertheless, TSH is entitled to accept oral acceptance as if it had been made in writing.
  3. A contract between the parties is formed when an order confirmation is signed by both the Student and TSH or when TSH begins the actual execution.
  4. The Agreement replaces and supersedes all previous proposals, correspondence, agreements, or other communications, whether made in writing or orally.

 

4 Execution of Agreement

  1. TSH will execute the Agreement to the best of its knowledge and ability, in accordance with the requirements of good craftsmanship. With regard to the intended activities, there is an obligation of effort on the part of TSH. The applicability of Article 7:404, 7:407 paragraph 2, and 7:409 of the Civil Code is expressly excluded.
  2. TSH determines the manner in which and by whom the Assignment is carried out. TSH is entitled to have certain activities performed by third parties.
  3. TSH is entitled to carry out the Agreement in phases. If the Agreement is executed in phases, TSH has the right to invoice each executed part separately. If and as long as this invoice is not paid by the Student, TSH is not obliged to execute the next phase and has the right to suspend the Agreement.
  4. TSH is entitled to the pre-announced days off, regardless of the potentially included minimum number of hours in the Agreement.

 

5 Changes and Additional Work

  1. If it becomes apparent during the execution of the Agreement that it is necessary to change or supplement the Agreement for proper execution, TSH will promptly inform the Student of this. The parties will then proceed to change the Agreement in a timely manner and through mutual consultation.
  2. If the parties agree to change/supplement the Agreement, it may affect the completion time of the execution. TSH will inform the Student of this as soon as possible.
  3. If the change or addition to the Agreement will have financial, quantitative, and/or qualitative consequences, TSH will inform the Student in advance.
  4. If a fixed rate or fixed price has been agreed upon, TSH will indicate to what extent the change/supplement to the Agreement will affect the rate/price. TSH will attempt, as far as possible, to provide a price estimate in advance.
  5. TSH will not be able to charge additional costs if the change/supplement is the result of circumstances that can be attributed to TSH.
  6. Changes to the originally concluded Agreement between the parties are only valid from the moment these changes are accepted by both parties through an additional or amended Agreement.

 

6 Student’s Obligations

  1. TSH is not liable for any damage, of any kind, resulting from TSH having relied on inaccurate and/or incomplete information provided by the Student unless such inaccuracy or incompleteness should have been apparent to TSH.
  2. The Student must refrain from behaviors that make it impossible for TSH to properly execute the Assignment.
  3. If the Student has not fulfilled their obligations as outlined in this article, TSH has the right to suspend the execution of the Agreement and/or charge the Student for any additional costs arising from the delay, according to the standard prices or rates.
  4. The Student is required to make use of all materials made available by TSH and actively participate in the course. This includes being punctual and having a sufficient command of the Dutch language (language level B2), which is relevant for the course.

 

7 Cancellation

  1. TSH is at all times entitled to change the course date or cancel the course. TSH will inform the Student of this as soon as possible. TSH will, as far as possible, offer an alternative training or workshop. If this is not possible, any amounts already paid by the Student to TSH will be refunded.
  2. Cancellation of the Course by the Student is only possible in accordance with the provisions below:
  3. Cancellation must always be done in writing.
  4. In case of cancellation less than 14 days before the start of the Course, 50% of the package price is due.
  5. In case of cancellation less than 7 days before the start of the Course, the Student is liable for the full price.
  6. The costs incurred by TSH due to cancellation or postponement of the Course will be billed to the Student if the Student cancels or postpones the execution of a workshop or training.
  7. Any amounts already paid, minus the amount due for cancellation, will, as far as possible, be credited by TSH towards a new training or workshop. If this is not possible, TSH will refund this amount to the Student.
  8. In the event of misconduct by a person or if a person violates the applicable rules and safety measures, TSH is entitled to deny that person access to the training or workshop without any refund of the training or workshop costs.

 

8 Prices

  1. Unless expressly agreed otherwise in writing, the prices and rates indicated by TSH always include VAT.
  2. If a price or rate has not been expressly agreed upon, the price or rate will be determined based on the actual hours worked and TSH’s standard rates.
  3. TSH will provide the Student with a statement or information regarding all additional costs in a timely manner before concluding the Agreement, based on which these costs can be billed to the Student.
  4. If TSH agrees to a fixed price or rate at the time of concluding the Agreement, TSH is entitled to increase it, even if the price or rate was not originally given as subject to change.
  5. In the event that TSH intends to change the price or rate, TSH will inform the Student of this as soon as possible.
  6. If the price or rate increase occurs within three months of concluding the Agreement, the Student may terminate the Agreement by a written declaration unless:
  7. The increase results from a legal authority or obligation imposed on TSH;
  8. The increase is due to a rise in the price of raw materials, taxes, production costs, currency exchange rates, wages, etc., or for other reasons that were not reasonably foreseeable at the time of entering into the Agreement;
  9. TSH is still willing to execute the Agreement based on the originally agreed terms; or
  10. It has been stipulated that the execution will take place more than three months after the Agreement is concluded.

 

9 Payment

  1. Payment is made by transfer to a bank account designated by TSH, unless otherwise agreed.
  2. TSH and the Student may agree that payment is made in installments in proportion to the progress of the work. If payment in installments is agreed upon, the Student must pay according to the installments and percentages as laid out in the Agreement.
  3. Objections to the agreed-upon price do not suspend the payment obligation of the Student.
  4. The Student is not authorized to deduct any amount due from them in respect of any counterclaim.
  5. In the case of non-payment or late payment, the Student is automatically in default without any notice of default. As of the date on which the payment became due, the Student is then liable to pay the legal (commercial) interest until the date of full payment, with interest calculated over a portion of the month being counted as a full month.
  6. A payment made by the Student is applied, in the first place, to reduce all due interest and costs, and finally to the due invoices that have been outstanding for the longest time, even if the Student states that the payment relates to later invoices.
  7. If the Student defaults or is in breach of their obligations (in a timely manner), all reasonable costs for obtaining payment out of court are at the expense of the Student.
  8. With regard to extrajudicial (collection) costs, TSH, as long as the Student acts in the capacity of a Company, is entitled to a fee of 15% of the total outstanding principal, with a minimum of €75 for each invoice that is wholly or partially unpaid.
  9. With regard to extrajudicial (collection) costs, TSH, as long as the Student acts in the capacity of a Consumer, is entitled to the legally maximum allowable compensation, as determined in the Decree on Compensation for Extrajudicial (Collection) Costs.
  10. As long as the Student acts in the capacity of a Consumer, TSH is only entitled to compensation for extrajudicial (collection) costs after TSH has sent a reminder to the Student to pay the outstanding invoice(s) within 14 days following the occurrence of default.
  11. In the event of bankruptcy, suspension of payment, liquidation, seizure of assets, death, or guardianship, the claims of TSH and the obligations of the Student towards TSH become immediately due and payable.
  12. Any reasonable judicial costs and enforcement costs are also at the expense of the Student.

 

10 Distance Services

  1. This provision applies only to the Student acting in the capacity of a Consumer.
  2. In the case of Distance Services, TSH has the right to require the Consumer to make an advance payment of up to 50 percent of the price.
  3. In the case of Distance Services, the Consumer has the right to withdraw from the Agreement within fourteen calendar days after the conclusion of the Agreement, without specifying any reasons.
  4. The Consumer can exercise the right of withdrawal by using the standard form placed on the TSH website for withdrawal or in a manner chosen by the Consumer.
  5. The right of withdrawal lapses once the Assignment has been fully performed. Furthermore, the right of withdrawal expires if TSH has begun the execution of the Assignment with the explicit prior consent of the Consumer and if the Consumer has acknowledged that they lose their right of withdrawal once TSH has fully performed the Assignment.
  6. If the Consumer has exercised their right of withdrawal, TSH will refund the full amount paid, including the shipping costs paid, within fourteen calendar days of the dissolution of the Agreement.
  7. The above provisions in this article do not apply if the Agreement concerns:
  8. immovable goods;
  9. financial services;
  10. services related to accommodation, transportation, hospitality industry;
  11. services provided on a specific date or during a specific period;
  12. newspapers and magazines, including newsletters and rapid messaging;
  13. products and/or services whose prices are subject to fluctuations in the financial market over which TSH has no influence and that occur within the withdrawal period;
  14. sealed products where the Consumer has broken the seal;
  15. hygiene products where the Consumer has broken the seal;
  16. products and/or services that are delivered within the reflection period with the consent of the Consumer;
  17. products and/or services that cannot be returned due to their nature;
  18. products and/or services that can spoil or age quickly;
  19. products and/or services of a personal nature;
  20. custom-made products and/or services.

 

11 Complaints

  1. The Student must inspect the Assignment at the time of execution, but in any case, within 7 days after execution, to determine whether the executed Assignment complies with the Agreement.
  2. Complaints must be reported in writing to TSH within 7 days after the execution of the Assignment.
  3. The right to (partial) refund of the price, replacement, or compensation is forfeited if the complaint is not reported within the specified period, unless a longer period results from the nature of the Assignment or the circumstances of the case.
  4. The payment obligation is not suspended if the Student informs TSH of the complaint within the specified period.

 

12 Force Majeure and Unforeseen Circumstances

  1. A failure cannot be attributed to TSH, as the failure is not due to its fault, nor is it considered its responsibility under the law, legal act, or prevailing standards in society. In this case, TSH is also not obligated to fulfill the obligations arising from the Agreement.
  2. In these General Terms and Conditions, force majeure is understood to mean, in addition to what is understood in the law and jurisprudence in this regard, all external causes, foreseen or unforeseen, over which TSH has no control and that prevent TSH from fulfilling its obligations.
  3. Force majeure for TSH includes, but is not limited to:
  4. strikes;
  5. disruptions in traffic;
  6. government measures that prevent TSH from fulfilling its obligations in a timely or proper manner;
  7. riots, civil unrest, war;
  8. labor shortages;
  9. fires;
  10. import, export, and transit bans; and/or
  11. any circumstances that disrupt the normal course of business, as a result of which the fulfillment of the Agreement by TSH cannot reasonably be expected by the Student.

 

13 Termination of the Agreement

  1. Parties may terminate the Agreement at any time by mutual consent.
  2. Parties may terminate the Agreement in writing with one month’s notice.
  3. Parties may terminate the Agreement immediately in writing in the event of:
  4. a request for or granting of a suspension of payment to the other party;
  5. a request for or declaration of bankruptcy of the other party;
  6. the liquidation of the other party or the temporary cessation of the other party’s business; or
  7. If the Agreement is dissolved, TSH’s claims against the Student become immediately due and payable. If TSH suspends the performance of its obligations, it retains its rights under the law and the Agreement. TSH always reserves the right to claim damages.

 

14 Return of Items Provided

  1. If TSH has provided items to the Student in the execution of the Agreement, the Student is obligated to return these items in their original condition, free from defects, and complete within 14 days. If the Student fails to fulfill this obligation, all resulting costs will be at their expense.
  2. If the Student, for any reason, still fails to meet the obligation mentioned in paragraph 1 of this article after a corresponding demand, TSH has the right to recover the resulting damages and costs, including replacement costs, from the Student.

 

15 Liability

  1. TSH is only liable for direct damage resulting from gross negligence or willful intent by TSH, and not exceeding the amount paid by the insurer to TSH or up to a maximum of once the amount stated on the invoice.
  2. Direct damage is exclusively defined as:
  3. reasonable costs incurred to determine the cause and extent of the damage, as far as the determination relates to damage within the meaning of the General Terms and Conditions;
  4. reasonable costs incurred to make TSH’s defective performance comply with the Agreement, as far as these costs can be attributed to TSH; or
  5. reasonable costs incurred to prevent or limit damage, as far as the Student demonstrates that these costs have led to the limitation of direct damage as referred to in the General Terms and Conditions.
  6. TSH is never liable for indirect damage, including consequential damage, loss of profit, missed savings, damage due to business interruption, damage resulting from the provision of defective cooperation and/or information by the Student, damage due to TSH providing non-binding information or advice, the contents of which are not expressly part of the Agreement, and all damage that does not fall under the direct damage as defined in these general terms and conditions.
  7. TSH is never liable for errors in the material provided by the Student or for misunderstandings or errors in the execution of the Agreement if they have their cause in actions by the Student, such as not providing complete, adequate, and clear data/materials in a timely manner.
  8. TSH is never liable for errors if the Student has given approval at an earlier time or has been given the opportunity to perform an inspection and has expressed no need for such an inspection.
  9. The liability limitations set out in this article are also stipulated for the benefit of third parties engaged by TSH for the execution of the Agreement.
  10. TSH is not liable for the damage or loss of documents during transportation or mailing, regardless of whether the transportation or mailing is carried out by or on behalf of TSH, the Student, or third parties.

 

16 Confidentiality

  1. Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from other sources in the context of the Agreement. Information is considered confidential if it has been disclosed by the other party or if it arises from the nature of the information. The party receiving confidential information will only use it for the purpose for which it was provided.
  2. If, based on a legal provision or a court decision, TSH is required to disclose confidential information to third parties designated by law or by the competent court, and TSH cannot invoke a legal or recognized and permitted privilege in this regard, then TSH is not obliged to pay damages or compensation, and the Student is not entitled to terminate the Agreement on the basis of any damage incurred as a result.
  3. Notwithstanding the above, TSH is authorized to include the name of the Student on a list of relationships published on the website or through other means to third parties, unless otherwise agreed.

 

17 Indemnification

  1. To the extent permitted by law, the Student indemnifies TSH against any liability towards one or more third parties arising from and/or related to the execution of the Agreement, regardless of whether the damage is caused or inflicted by TSH, her auxiliaries, auxiliary materials, or performed Assignment.
  2. Additionally, to the extent permitted by law, the Student indemnifies TSH against all claims from third parties in connection with any infringement of their intellectual property rights.
  3. The Student is always obliged to make every effort to limit the damage.

 

18 Intellectual Property

  1. All intellectual property rights in all products, materials, analyses, designs, software, documentation, advice, reports, quotations, (electronic) information, as well as preparatory material thereof, developed or provided within the framework of the execution of the Agreement (collectively referred to as “IP Material”), are the exclusive property of TSH or its licensors.
  2. The Student acquires only any rights and powers with regard to the IP Material arising from the Agreement and/or explicitly granted in writing.
  3. The Student is not allowed to transfer any rights or powers obtained with regard to the IP Material to third parties without the prior written consent of TSH.
  4. The Student is not permitted to remove or alter any indication of intellectual property rights such as copyrights, trademark rights, or trade names from the IP Material.
  5. Any exploitation, reproduction, use, or disclosure by the Student of the IP Material that goes beyond the scope of the Agreement or the granted rights and powers shall be considered a violation of TSH’s intellectual property rights.
  6. In the event of such a violation, the Student shall pay an immediately due and non-judicially reducible penalty of €000 per infringing act to TSH, without prejudice to TSH’s right to seek compensation for its damages resulting from the infringement or to take other legal measures to terminate the infringement.
  7. There shall be no infringement of intellectual property rights if the Student has obtained express written consent from TSH for the exploitation, reproduction, use, or disclosure of the IP Material that goes beyond the scope of the Agreement or the granted rights and powers.
  8. All IP Material developed by TSH for the execution of the Agreement may be used by TSH for its own promotional purposes unless otherwise agreed with the Student.

 

19 Privacy

  1. TSH respects the privacy of the Student. TSH handles and processes all personal data provided to it in accordance with the applicable legislation, particularly the General Data Protection Regulation. The Student consents to this processing. To protect the Student’s personal data, TSH employs appropriate security measures.
  2. TSH uses the Student’s personal data exclusively in the context of executing the Agreement or addressing a complaint.
  3. For more information on privacy, please refer to TSH’s website.

 

20 Statute of Limitations

  1. For all claims and/or rights that the Student may have against TSH and/or any third parties engaged by TSH, a statute of limitations of one year applies, deviating from the statutory limitation periods. This one-year period commences from the moment when an event occurs that enables the Student to assert these rights and/or powers against TSH and/or any third parties engaged by TSH.

 

21 Assignment

  1. The Student is not permitted to transfer rights and obligations arising from the Agreement to third parties without obtaining written consent from TSH.
  2. TSH is entitled to attach conditions to this consent.

 

22 Continuation

  1. The provisions of the General Terms and Conditions and the Agreement, explicitly or by their nature intended to remain effective even after the termination of this Agreement, will continue to be in force and binding on both parties.

 

23 Additional

  1. Any deviations from these General Terms and Conditions can only be agreed upon in writing. Such deviations do not grant rights with regard to later legal relationships.
  2. The administration of TSH serves, unless proven otherwise, as evidence of the applications made by the Participant. The Participant acknowledges that electronic communication can serve as evidence.
  3. If and insofar as any provision of the General Terms and Conditions and the Agreement is declared void or annulled, the other provisions of these General Terms and Conditions and the Agreement shall remain in full force. TSH shall then establish a new provision to replace the void/annulled provision, taking into account the purpose of the void/annulled provision as much as possible.
  4. The place of performance of the Agreement is considered to be the location where TSH is established.

 

24 Applicable Law and Choice of Forum

  1. All Agreements, the General Terms and Conditions, and all non-contractual rights and obligations arising from them are governed in all respects by Dutch law.
  2. All disputes between TSH and the Participant, who is not a Consumer, that may arise in connection with an Agreement and/or the General Terms and Conditions, as well as agreements resulting from them, shall be initially settled by the competent judge of the District Court of Amsterdam.