General Terms and Conditions
Centre for Safety and Development B.V.
Version: November 22, 2019
1. Applicable terms and conditions
1. 1 The following general terms and conditions apply to all agreements concluded with the Stichting Centre for Safety and Development and/or Centre for Safety and Development B.V. (to be referred to hereinafter as CSD), unless expressly agreed otherwise in writing. In the text below, “CSD” should be read each time as “Stichting Centre for Safety and Development and/or Centre for Safety and Development B.V. and third parties engaged by CSD for the performance of the agreement”.
2. Scope of commitments
2.1 Agreements concluded with CSD create a best-efforts obligation for CSD, and not a result-based obligation. In this context, CSD is obliged to satisfy its commitments in such a way that can be required from CSD according to standards of due care and professionalism based on the criteria at the time of compliance.
2.2 Insofar as CSD, for the proper performance of its commitments, is dependent on information from, or the cooperation by, the client, or a course participant, CSD is released from its commitments if this information or the cooperation is not provided in a timely manner.
3.1 Training/education/courses offered by CSD shall only take place in the case of sufficient enrolment. CSD reserves the right to cancel a program till 10 working days before a course starts due to unforeseen circumstance, including but not limited to too few participants. In such a case, program fees will be reimbursed. However, CSD can not accept responsibility for any travel, accommodation or other costs incurred for a cancelled program.
4.1 If the agreement with CSD is dissolved, without there being a shortcoming attributable to CSD (e.g. non-participation in an activity on the day on which people are enrolled or the dissolution of a consultancy project) (to be referred to hereafter as “cancellation”), or after the period of reflection as stated in 4.1.1., the following applies. In this context, cancellation must take place in writing.
Period of Reflection
4.1.1 The agreement has a period of reflection for individual private subscriptions of 14 working days. For a period of 14 days after signing of the agreement, the agreement can be dissolved without charge.
4.1.2 In the case of cancellation of the application or changing the date (moving to another course), three weeks before the start of the course, the full price of the course will be owed. The enrolled participant may have someone replace him or her in the course.
4.1.3 In the case of cancellation or change of the date(s) until one month before the start of the training sessions/conferences/courses/consultancy project developed by CSD at the request of the client, 50% of the proposal/invoice price will be charged to the client. In the case of cancellation or change of the date(s) within one month before the start of the training sessions/conferences/courses/consultancy project developed by CSD at the request of the client, 100% of the proposal/invoice price will be charged to the client.
4.2 If one of the parties fundamentally fails in the performance of its obligations, and, after this has been expressly pointed out by the other party, these commitments are still not performed satisfactorily within a reasonable amount of time, the other party is authorised to terminate the agreement without the terminating party owing any compensation to the defaulting party. The performance/efforts provided up to the termination shall be paid in the agreed manner.
4.3 If the agreement concluded with CSD concerns the provision of the same performance/efforts more than once, the agreement concluded with CSD is deemed to be entered into for a period of one year (unless expressly agreed otherwise). Such an agreement will be automatically renewed for a period of one year. Each party can terminate this agreement in writing three months before the date of renewal. In the case of such termination, neither party will owe the other any compensation for damages on this basis.
5.1 All prices stated by CSD are denominated in euro’s. Payments must be made within fourteen days of the invoice date. Late payments will be subject to interest charges for overdue payment, equal to the legally permissible interest rate. Out-of-court collection costs will be subject to a charge of 15% of the late payment amount.
5.2 CSD may require payment before commencing its activities (tailor made courses, large numbers of participants, consultancy projects, etc.) (or security in the same amount).
5.3 In case of a refund, CSD will do so within 14 days.
5.4 In case of travel and accommodation costs mentioned on the contract and/or the invoice this concerns costs for: flights and other means of transport, insurances, visas, Daily Subsistence Allowances, hotel/guesthouse accommodations, training venues, Food and Beverages, communication costs and other costs related to travel and stay of the trainers/consultants/actors and participants.
6. Non-employment clause
6.1 None of the parties are permitted, either during the performance of the agreement or for two years after the termination of the agreement, to employ persons who are involved or were involved with the performance of an agreement, or to have these persons carry out activities any other way, or to negotiate with these persons in this regard, without advance written consent from the other party.
7. Intellectual property
7.1 Insofar as copyrights, trademark rights, models rights, trade name rights or other rights of intellectual property apply to products and services provided by CSD in the performance of the agreement, CSD is and remains the owner (in accordance with third party licenses) of these rights. All modules, hand-outs, models and/or techniques that are developed and/or used in the context of the assignment, are and remain the intellectual property of CSD. The client receives only a non-transferable right of use insofar this is necessary for the performance of the agreement. The client may only use the physical carriers of these rights for the purpose for which they were provided to the client, and may not reproduce these carriers, or change or remove the copyright, trademark, model or trade name or other identifiers. Clients, course participants or other parties may not reproduce the course material without advance written permission.
8.1 CSD is not liable for any indirect loss or damage that can be attributed to CSD. For loss or damage that is a direct result of a shortcoming attributed to CSD, CSD is only liable if this shortcoming is a result of wilful misconduct or gross negligence on the part of CSD. If CSD is required to compensate for loss or damage, the compensation amount is limited to the agreed price involved in the agreement (and in the case of a continuing performance contract, for a period of one year).
8.2 Insofar as sports, physical activities or training simulations and comparable activities are part of the agreement concluded with CSD, the participants of such activities must independently assess whether they are mentally and physically in the proper condition to responsibly take part in such activities.
8.3 Participants or the client themselves should obtain information about the training/educational courses to determine whether such courses align with the future duties/activities of the participants. CSD shall provide this information upon request and advise participants or the client without obligation. However, participants or the client cannot derive any rights on this basis.
9. Non-disclosure and registration of personal details
9.1 CSD, her employees and (sub)contractors shall hold and maintain the confidential information in strictest confidence for the sole and exclusive benefit of the client. Information obtained by the CSD during the period of the agreement will not be disclosed without prior approval of the client. ‘Information’ means any information, data or know-how, including, but not limited to, that which relates to research, products, services, customers, markets, software, developments, inventions, processes, designs, marketing or finances, disclosed orally or in written or electronic form. This information does not include information, data or know-how which is in the possession of the CSD at the time of disclosure as shown by CSD files and records prior to the time of disclosure.
By entering into an agreement with CSD, CSD is granted permission to automatically process the personal details obtained from the agreement. CSD will only use these personal details for its own activities. CSD will manage the personal details it has obtained in the legally prescribed manner.
10. Complaints Procedure
10.1 In the event of a complaint, the complaints procedure will come in operation. The procedure and the complaints form are available on the website. Complaints will be treated confidentially. Complaints will be settled as soon as possible and at the latest within 4 weeks. If more time is needed to settle the complaint, the plaintive will be notified within 4 weeks with an explanation of the postponement. Additionally, an indication is given when the complaint will be settled.
10.2 Against CSD’s decision appeal can be made with the Chairman of the Advisory Board. The Chairman will take the complaint into consideration. The Advisory Board will make a decision within 4 weeks. This decision is binding for CSD and shall be implemented accordingly as soon as possible.
Disclaimer: This is a translation of an original Dutch-language document. In the case of a dispute, the original document shall prevail.