General Terms and Conditions of LinkLeaders / Efficomm bv.

1. Definitions

1.1 In these general terms and conditions and the agreements to which they apply, the following terms have the following meanings:

Provider: Linkleaders / Efficomm BV, located in Reeuwijk; customer: the natural person or legal entity acting in the course of a profession or business who wishes to purchase or has purchased a certain service or product from the provider; agreement: the agreement for the provision of services or the purchase of products between the provider and the customer, and all further actions between the provider and the customer regarding the sale and delivery of services or products, including offers and registration procedures, and including the applicable general terms and conditions; products: the products sold or to be sold and delivered by the provider to the customer, online or otherwise, such as e-books; services: the services to be provided or provided by the provider to the customer, such as training and coaching; general terms and conditions: these general terms and conditions; program: a program offered by the provider with various components, such as training and/or coaching, provided over a longer period, as further described in the provider’s information material; participant: an (additional) participant designated by the customer in a program; online learning program: the course or training selected by the customer from the online offerings of the provider via an online application.

2. General

2.1 These general terms and conditions apply, to the exclusion of any terms and conditions of third parties, to every delivery of products and services by the provider to the customer, all related agreements, and all related actions, both preparatory and executive, such as an offer and deliveries.

2.2 The applicability of other general terms and conditions (including those of the customer) is excluded.

2.3 Deviating conditions shall only apply if expressly accepted in writing by the provider and shall only apply to the specific agreement concerned.

2.4 Changes and additions to any provision in the agreement are only valid if they are recorded in writing and signed by both parties.

2.5 If any provision of these general terms and conditions or the agreement is invalid for any reason, the remaining provisions shall remain in full force and effect.

2.6 If any provision of the general terms and conditions or the agreement is invalid for any reason, the parties shall negotiate the content of a new provision that closely approximates the content of the original provision.

2.7 The term “in writing” with respect to communication between the provider and the customer also includes electronic communication. The electronic system of the provider shall be deemed the sole evidence of the content and the timing of the receipt and sending of the relevant electronic communication.

2.8 The offer of the provider is exclusively directed at customers who act in the course of a profession or business.

3. Conclusion of the agreement

3.1 The agreement for participation in a program is concluded by the customer signing the designated registration form or application form, or by the customer digitally registering in accordance with the indicated registration requirements of the provider, followed by a written notification from the provider of the acceptance of the customer and the participant designated by the customer in the program.

3.2 The provider shall inform the potential customer as soon as possible by email to the email address indicated by the respective party whether they (or the participant) have been accepted into the program.

3.3 As long as the notification referred to in Article 3.2 has not taken place, no agreement regarding participation in a program is concluded and the customer may cancel the registration.

3.4 The agreement for participation in an online learning program is concluded by the customer’s digital registration in accordance with the indicated registration requirements, with the aim of concluding an agreement for participation in an online learning program.

3.5 The agreement for the purchase of a product is concluded by the customer’s electronic acceptance of the online offer by the provider and compliance with the specified conditions.

3.6 Offers from the provider are non-binding until an agreement has been concluded between the provider and the customer.

4. Prices

4.1 Prices are non-binding unless stated in an agreement. The most current prices of the provider are listed on the provider’s website.

4.2 The prices stated by the provider are exclusive of VAT and any other levies, duties, or charges due in connection with the execution of the agreement.

4.3 Travel and accommodation expenses related to attending program components on-site and costs of recommended literature are not included in the prices of a program unless expressly agreed otherwise.

5. Payment and Invoicing

5.1 The customer must have paid the amounts due, including VAT, by the agreed payment dates or within the agreed payment terms. The customer is not entitled to suspend its payment obligations, even in the case of complaints.

5.2 If advance payment is required for the provision of services or products, the customer is not entitled to demand delivery until full payment of the amount due to the provider has been made.

5.3 The provider will send invoices to the customer for the services and products delivered by the provider or (in the case of advance payment) yet to be delivered.

5.4 The provider is authorized to send invoices electronically to the email address provided by the customer.

5.5 If no other payment term has been agreed, invoices must be paid within 14 days of the invoice date.

5.6 Payment must be made in full to the bank account of the provider, without any discount, withholding, or setoff. The value date indicated on the provider’s bank statements shall be deemed the date of payment.

5.7 If the customer has not paid the full amount due within the agreed payment term or by the agreed payment date, the customer is automatically in default, without the need for any notice of default. From the day the customer is in default until the day of full payment, the customer shall be liable for default interest of 1.5% per month or part thereof on the amount due, whereby a part of a month shall be considered a whole month. This is without prejudice to the provider’s right to full compensation for damages under the law.

5.8 All costs incurred in the collection of amounts due by the customer, both judicial and extrajudicial costs, shall be borne by the customer. This includes, among others, the costs of attachment, bankruptcy application, collection costs, as well as the costs of lawyers, bailiffs, and other experts engaged by the provider. The extrajudicial collection costs are deemed to be at least 15% of the amount to be collected and amount to a minimum of €75.

5.9 The customer must submit complaints regarding invoices to the provider by registered letter with acknowledgment of receipt no later than 8 days after the invoice date. Failure to do so will be deemed acceptance and approval of the invoices by the customer, and complaints in this regard will no longer be accepted.

5.10 Incoming payments shall always be applied first to satisfy judicial and extrajudicial costs and interest and shall then be applied to satisfy the oldest outstanding payment obligations to the provider, regardless of any other instruction by the customer.

6. Obligations of the Customer and Participants during Program Execution

6.1 The customer (or a designated additional participant) must ensure the accurate and complete provision of essential information requested by the provider and/or necessary for the training/coaching.

6.2 An additional participant is bound by the provisions contained in the agreement (including these general terms and conditions).

6.3 The customer guarantees compliance by herself and any designated additional participant with the provisions contained in the agreement (including these general terms and conditions) that apply to participants.

6.4 The components of a program must be completed within the period indicated in the program’s informational materials.

6.5 The customer (or a designated additional participant) must adopt a positive attitude and cooperate when participating in training/coaching.

7. Rights of the Provider regarding Program Execution

7.1 The provider is entitled to:

– Modify the content of a program during its duration for the purpose of quality improvement.
– Determine the group size for training sessions and coaching sessions in a program.
– Modify the schedule of program components in terms of location or time during its duration.
– Determine which instructor/trainer will conduct a training or coaching session and, if necessary, replace an instructor/trainer during the program.
– Cancel a program in its entirety prior to its commencement due to insufficient registrations or other compelling reasons. Accepted customers (participants) will be notified of this, without the provider being obliged to provide reasons, and their payment obligations will be voided and/or already made payments will be refunded proportionally based on the services not yet received.
– (Intermittently) refuse the participation of a specific customer (participant) for compelling reasons. The respective customer/participant will be notified of this, without the provider being obliged to provide reasons, and their payment obligations will be voided, while payments already made will be refunded (proportionally based on the services not yet received).

8. Cancellation by/Termination of Customer/Participant and Hindrance during a Program

8.1 The customer is entitled to cancel participation by herself or an additional participant and terminate an agreement regarding participation in a program.

8.2 Cancellation of participation in a program or termination of the agreement must be done by the customer through a registered letter sent to the provider’s address listed on the provider’s website.

8.3 In the event of cancellation/termination by the customer, the provider is not obligated to refund the amount already paid by the customer, and the customer remains liable for any outstanding payment obligations to the provider.

Cancellation Conditions for Programs:
– If cancellation occurs up to one week before the activity date: free of charge.
– If cancellation occurs within one week before the activity date: 30% of the reservation value.
– If cancellation occurs within 36 hours before the activity date: 50% of the reservation value.
– If cancellation occurs within 24 hours before the activity date: 100% of the reservation value.

8.4 The provisions of Article 8.1 and 8.2 apply, except in the case where the customer has the right to cancel participation in the program if, during the first day of the introductory seminar, the customer (participant) realizes that the provided services do not meet their expectations. The customer (participant) must inform the provider about this at the end of the first day of the introductory seminar and confirm it in writing the following day at the latest. Within 14 working days thereafter, the prepaid amounts, minus the non-refundable deposit, will be refunded to the customer, provided that any received course materials are returned. Refunds will not be granted if a replacement participant will participate in the program as specified in Article 8.5.

8.5 In the event of cancellation of participation in a program, the customer is entitled to designate

another participant within 7 working days after the cancellation to participate in the program. The provider is free to accept or reject a replacement participant.

8.6 Cancellation/termination of an online learning agreement is not possible after the conclusion of the agreement.

8.7 Rescheduling of scheduled one-on-one conversations in a program is only possible in exceptional situations, solely at the discretion of the provider. Missed conversations cannot be rescheduled and do not lead to a modification (reduction) of the customer’s (payment) obligations.

9. Cancellation by the Provider during a Program

9.1 The provider is entitled to cancel a program during its duration without providing reasons. In such cases, the customer is entitled to a refund of the amounts paid, minus any amounts due for services already provided.

10. Liability

10.1 The provider will make every effort and act to the best of their knowledge and ability in carrying out their activities related to training and coaching. However, the ultimate outcome is also dependent on factors beyond the provider’s control. The provider does not guarantee the results of their services.

10.2 With regard to the delivery of products, the potential liability of the provider is limited to either delivering a replacement product or refunding the amount paid by the customer in the case of a defective delivery.

10.3 The provider is not liable towards the customer/participant(s) for any damages resulting from a failure to fulfill their obligations towards them or damages directly or indirectly resulting from the execution of an agreement unless such damages are attributable to the intent or conscious recklessness of the provider.

10.4 The provider is not liable for damages resulting from errors or omissions by third parties or assistants appointed by the provider for the execution of their activities.

10.5 The provider is not liable for damages resulting from a failure by the customer/participant(s) to comply with the obligations stated in Article 6 or for any consequential damages arising from the implementation in the customer’s organization of documents and plans prepared during the program, such as action plans.

10.6 If, for any reason, the provider incurs liability, it is always limited to direct damages and is capped at the amount covered by the liability insurance of the provider that covers and pays for the respective damages.

10.7 Except for the cases mentioned in Article 10.6, the liability of the provider is in any case limited to the amount charged for the performance causing the damages.

10.8 The customer/participant shall never hold the employees of the provider personally liable in connection with an agreement.

10.9 Any claim against the provider, except for claims acknowledged by the provider, lapses by the mere expiration of 12 months from the date the claim arose.

10.10 The employees of the provider can rely on all means of defense deriving from the agreement against the customer/participant, as if they were a party to that agreement.

11. Force Majeure

11.1 If the provider is hindered by force majeure of a permanent or temporary nature from (further) fulfilling the agreement, regardless of whether the force majeure was foreseeable, the provider is entitled, without any obligation to pay damages, to terminate the agreement in whole or in part by written notice without judicial intervention. This is without prejudice to the provider’s right to payment by the customer for services already performed by the provider before the occurrence of a force majeure situation or to wholly or partially suspend the (further) execution of the agreement.

11.2 The provider shall promptly inform the customer/participant of the force majeure situation. If possible, the parties will attempt to find a solution through consultation, such as rescheduling of programmed activities in the event of illness of an instructor/trainer.

11.3 In the event of suspension, the provider will still be entitled to terminate the agreement in whole or in part.

11.4 Force majeure includes all circumstances preventing the provider, temporarily or permanently, from fulfilling their obligations, such as illness or death of an instructor/trainer, riots, war, power failures, computer failures, internet failures, (mobile) phone failures, and all circumstances where it is not reasonably feasible for the provider to fulfill their obligations towards the customer/participant(s) (further).

12 Execution by Third Parties

12.1 The provider is

entitled to engage third parties to execute an agreement.

13. Confidentiality

13.1 The provider will not disclose any substantive information received from the customer (or participants) in the course of executing an agreement unless otherwise agreed or unless the provider is required to do so by law or regulations.

13.2 The customer/participants are obliged to maintain confidentiality regarding all confidential information they have obtained in the course of executing an agreement related to a program from the provider or other customers/participants in a program. Information is considered confidential if it has been communicated as such by the provider/other participants or if it follows from the nature of the information. In case of doubt, the information shall be considered confidential.

 

14. Intellectual Property Rights

14.1 The intellectual property rights relating to training courses, programs, documents, brochures, handouts, presentations, exercises, offers, internet/site content of the provider, e-zines, emails, models, techniques, other documents, and information arising from the activities of the provider and the software used are owned by the provider or its licensors, unless another right holder is indicated for a work.

14.2 The intellectual property right and copyright relating to the aforementioned materials mentioned in Article 14.1 are not transferred based on an agreement unless otherwise agreed in writing.

14.3 Without prior written permission from the provider, it is not permitted to modify, reproduce, or disclose in whole or in part any concept, material, or information provided by the provider, in any form or medium, to third parties or to allow third parties to access it, whether or not for a fee.

14.4 It is not permitted to remove or modify any indication of rights from the information provided by the provider.

15. Suspension and Termination

15.1 If:

– The customer fails, is late, or does not fully comply with its payment obligations to the provider;
– The customer files for bankruptcy, is declared bankrupt, or applies for suspension of payment;
– A decision is made and/or carried out to liquidate the customer or terminate the customer’s business activities;
– The customer or participant, even after being given a reasonable period of notice to remedy the default, still fails to fulfill its obligations towards the provider,

the customer is considered to be in default by operation of law. The provider has the right to immediately terminate the agreement in whole or in part, refuse the customer’s and/or the customer-designated participant’s (further) participation in a program, or suspend obligations (execution of its services), without prejudice to the provider’s further rights under the law. The provider is not obliged to refund any amounts already paid or pay damages and remains entitled to the amounts due from the customer under the agreement that have not yet been paid and become immediately due and payable as a result of the default.

15.2 Upon termination of the agreement, provisions that by their nature are intended to survive shall remain in force, including but not limited to provisions regarding confidentiality and intellectual property.

16. Personal Data

16.1 The provider treats personal data received in the context of the agreement with the customer as strictly confidential and in accordance with applicable privacy laws and regulations.

16.2 The provider includes the name and address details of the customer and designated participants in a customer database. These details are used to execute the agreement and may also be used to keep the individuals informed about other services (such as trainings, events, and programs) offered by the provider.

16.3 The customer and participants consent to the use of their data for the aforementioned purposes.

16.4 If a customer/participant does not wish to receive information about (new) services, they can notify the provider at any time, and the provider will cease providing the information.

17. Applicable Law and Jurisdiction

17.1 Dutch law applies to all agreements concluded between the parties. The United Nations Convention on Contracts for the International Sale of Goods (CISG) of 1980 is not applicable.

17.2 Any disputes arising out of or in connection with an agreement shall, in the first instance, be submitted to the competent court in Amsterdam, without prejudice to the provider’s right to submit a dispute to another court with jurisdiction under the law or a treaty.

18. Amendments

18.1 The provider is entitled to amend these general terms and conditions. The customer/participant is deemed to have accepted the relevant amendments if they have not received a written protest against the proposed changes within 14 days of the provider’s notification of the intended amendments.