Terms and Conditions
GENERAL TERMS AND CONDITIONS OF ANSWER INSIDE B.V.
Having its registered office at Medina 7, 2134 BH Hoofddorp, Netherlands
Registered with the Chamber of Commerce under number 82590109
Article 1. Definitions 1
Article 2. Applicability and Ranking 1
Article 3. Quotations and Conclusion of the Agreement 2
Article 4. Execution of the Agreement 2
Article 5. Duration of the Agreement 3
Article 6. Termination by Answer Inside BV 3
Article 7. Rates and Rate Changes 3
Article 8. Payment Conditions 3
Article 9. Liability 4
Article 10. Limitation Period 4
Article 11. Force Majeure 4
Article 12. Intellectual Property 5
Article 13. Confidentiality 5
Article 14. Description of Business Relationship 5
Article 15. Applicable Law, Interpretation of the General Terms and Conditions and Choice of Forum 5
Article 1. Definitions
In these General Terms and Conditions, the following terms with a capital letter will have the meanings given below, unless a different meaning is given elsewhere in the Agreement and/or General Terms and Conditions or if a different meaning unmistakably follows from the context:
1. General Terms and Conditions: the provisions of the present document.
2. Answer Inside BV: the contractual other party to the Agreement with the Client and user of the present General Terms and Conditions in the sense of Section 6:231 sub b of the Dutch Civil Code.
3. Client: the party who ordered the Coaching Activities (Executive Coaching, Mentoring, Business Coaching) and contractual other party to the Agreement with Answer Inside BV in the sense of Section 6:231 sub c of the Dutch Civil Code. If the Client has issued the order for their own benefit, then the Client is also the “Coachee”.
4. Coachee: the natural person for whom Answer Inside BV performs Coaching Activities.
5. Agreement: the Written order between Answer Inside BV and the Client under which Answer Inside BV will perform Coaching Activities.
6. Coaching Activities: all coaching, training, courses, workshops, guidance and consultancy services in the field of personal, organisational and result development to (managing) professionals in the broadest sense of the word.
7. Parties: Answer Inside BV and Client jointly, and each separately referred to as “Party”.
8. Written/In Writing: in these General Terms and Conditions, “Written” and “In Writing” also include communication by e-mail and digital (e.g. via an online interface) provided that the identity of the sender and integrity of the content is sufficiently established.
Article 2. Applicability and Ranking
1. These General Terms and Conditions apply to all offers, quotations, Agreements and activities of Answer Inside BV, of any nature, as well as to the conclusion thereof, unless this applicability is fully or partially excluded In Writing or explicitly agreed upon otherwise.
2. Any general terms and conditions of the Client, by whatever name, are explicitly rejected. Deviations from and additions to these General Terms and Conditions only apply if and insofar as they are expressly accepted In Writing by Answer Inside BV.
3. When Answer Inside BV, for a short or longer period of time, tacitly or not, has allowed deviations from these General Terms and Conditions, this does not affect its right to demand direct and strict compliance with these General Terms and Conditions. The Client can derive no rights from the way in which Answer Inside BV applies these General Terms and Conditions.
4. These General Terms and Conditions also apply to all Agreements with Answer Inside BV, for the execution of which Answer Inside BV engages third parties, including Associates and Partners. These third parties can rely directly on these General Terms and Conditions.
5. If one or more of the provisions of these General Terms and Conditions or any other Agreement with Answer Inside BV should be in conflict with a mandatory provision of the law or any applicable legal regulation, the provision in question will be cancelled and a new, legally permissible and comparable provision will take its place.
6. The Client, who was contracted under these General Terms and Conditions, is considered to tacitly agree with the applicability of these General Terms and Conditions to any future Agreement entered into with Answer Inside BV.
7. In case of conflict between the content of an Agreement entered into between the Client and Answer Inside BV and the General Terms and Conditions, the content of the Agreement will prevail.
8. Answer Inside BV reserves the right to change these General Terms and Conditions at any time. The amended General Terms and Conditions will take effect at the announced time of entry into force and also apply to already concluded Agreements. Answer Inside BV will send the amended General Terms and Conditions to the Client in time. If no time of entry into force is announced, the changes towards the Client will take effect as soon as the change is communicated.
Article 3. Quotations and Conclusion of the Agreement
1. The Agreement is concluded by the acceptance of the quotation by the Client. The Client is not allowed to publish the quotation of Answer Inside BV or share it in any other way with third parties unless Written permission has been given by Answer Inside BV.
2. If the Client verbally agrees with the quotation and agrees, or gives the impression, that Answer Inside BV will perform activities within the description of the order, then the quotation is considered accepted. This also applies when the Client requests Answer Inside BV to perform certain activities without waiting for a formal quotation.
3. Quotations from Answer Inside BV are made without obligation and can be revoked by Answer Inside BV immediately after acceptance by the Client unless the quotation contains a term for acceptance.
4. Obvious mistakes or typing errors in quotations of Answer Inside BV, do not bind Answer Inside BV.
5. If it appears that the information provided by the Client at the request or Agreement was incorrect, Answer Inside BV reserves the right to adjust its prices accordingly.
6. Any additional agreements or changes made at a later date are only binding for Answer Inside BV if these have been confirmed In Writing by Answer Inside BV.
Article 4. Execution of the Agreement
1. Answer Inside BV will execute the Coaching Activities as carefully and competently as possible on the basis of an obligation of effort and - if applicable - in accordance with the agreements and procedures established In Writing with the Client.
2. Before Answer Inside BV can execute the Coaching Activities, the Client should provide Answer Inside BV with a clear and supported order description. If agreed, Answer Inside BV will support the Client in this. After the scope and content of the order has been clearly defined, the Parties will draw up a clear and supported plan and time schedule for the execution of the order. Part of this plan are periodic reports and interim evaluations. Both Parties may adjust the plan on the basis of the interim reports and evaluations. If one of the Parties is of the opinion that adjustments are desirable, this Party will inform the other Party thereof In Writing, stating the reasons. The Parties will then determine in mutual consultation whether and to what extent the original plan needs to be adjusted. Adjustments to the original plan will be laid down In Writing and signed for approval by both Parties.
3. Said execution deadlines are only indicative and are in no way final, unless otherwise agreed In Writing.
4. Answer Inside BV has the right to have certain activities carried out by third parties without informing the Client. The applicability of Section 7:404 and 7:407 (2) of the Dutch Civil Code is excluded.
5. Answer Inside BV has the right to replace third party(ies) or employee(s) engaged by it. Answer Inside BV will make every effort to employ (a) replacement(s) of the same level to guarantee the continuity and quality of the order as much as possible.
6. The Client is required to do all that is reasonably necessary and desirable to make a timely and proper execution of the Agreement possible. In particular, Client will ensure that:
a. all information and data, of which Answer Inside BV indicates that they are necessary or of which the Client should reasonably understand that they are necessary for the execution of the Agreement, will be provided to Answer Inside BV in time;
b. the Client puts sufficient time, personnel and resources at Answer Inside BV’s disposal to execute the Coaching Activities;
c. the Client and Coachees actively participate in the coaching process, as well as in periodic evaluations;
d. the necessary operational and financial information and data are shared with Answer Inside BV, so Answer Inside BV can properly execute its Coaching Activities;
e. agreements made in steering groups and team sessions will be observed, which are necessary for achieving progress and results.
7. If the information and data as mentioned in paragraph 6 are not provided to Answer Inside BV in time, or if the Client does not meet their obligations in any other way, Answer Inside BV has the right to suspend the fulfilment of its obligations without being obligated to pay any damages.
8. The Client can not force exclusivity on services supplied by Answer Inside BV. Answer Inside BV is allowed to also serve direct competitors of the Client, unless agreed otherwise In Writing.
Article 5. Duration of the Agreement
1. The Agreement is entered into for the period stated in the Agreement, quotation or order confirmation. If no term has been agreed, the Agreement will be deemed to have been entered into for an indefinite period with a notice period of one month.
2. The Agreement for a definite period can not be terminated prematurely, except by mutual agreement of both Parties.
Article 6. Termination by Answer Inside BV
1. In case of illness of a coach or any other form of force majeure, Answer Inside BV will make reasonable efforts to provide a replacement. If no replacement is possible, Answer Inside BV will inform the Client and Coachee as soon as possible and in consultation set a new date. In these cases, Answer Inside BV will not refund any amounts already paid or pay any other form of compensation to the Client.
2. If the cooperation during the Coaching Activities with the Coachee(s), in the opinion of Answer Inside BV, does not work out, Answer Inside BV reserves the right to (partially) terminate the Agreement with the Client by repaying the remaining amount for the Coaching Activities that were not yet enjoyed. Answer Inside BV is not obliged to pay any further compensation in this case.
3. If a Coachee disrupts or otherwise impedes the normal course of the Coaching Activities, Answer Inside BV reserves the right to exclude the Coachee from (further) participation. Exclusion will be communicated In Writing and with reasons to the Client and does not affect the obligation of the Client to pay the full amount, as stated in the order confirmation.
Article 7. Rates and Rate Changes
1. If Answer Inside BV did not make an offer or quotation, the fees for the Coaching Activities to be delivered will be based on an hourly rate. If possible, Answer Inside BV will announce the hourly rates prior to the Coaching Activities.
2. Answer Inside BV is entitled to adjust its rates annually per 1 January according to the price index figure of the Netherlands Bureau of Statistics (CBS) for commercial services (index 2015 = 100).
Article 8. Payment Conditions
1. If the Agreement is a continuing performance agreement, the amounts due will be invoiced to the Client monthly or annually, prior to the new period, unless otherwise agreed In Writing.
2. Invoices should be paid within 7 days after the invoice date, in a way indicated by Answer Inside BV in the currency of the invoice. Answer Inside BV is authorised to send invoices digitally.
3. After expiry of the term of payment, the Client who does not pay in time is legally in default, without proof of default being required.
4. From the moment that the Client is in default, they will owe interest of 1,5% per month on the amount due and payable, unless the statutory commercial interest rate is higher, in which case the statutory commercial interest rate will apply. Parts of a month will be regarded as a full month. All (extra) judicial costs incurred by Answer Inside BV to obtain payment - both judicial and extrajudicial - will be charged to the Client from that moment on. In that case, the Client is obliged to pay a compensation of at least 15% of the outstanding amount, with a minimum of EUR 150.00. If the actual costs made by Answer Inside BV exceed this amount, they will also be considered for compensation.
5. In the above cases, Answer Inside BV also has the right to terminate or suspend the Agreement or the not yet executed part thereof without notice of default or judicial intervention, without the Client having the right to claim compensation for any damages that may arise.
6. A claim for payment is immediately due and payable in the event that Client is declared bankrupt, applies for a suspension of payments or total attachment is levied on the Client’s assets, upon the death of the Client dies and furthermore, if the Client goes into liquidation or is dissolved.
7. If the Client thinks an invoice is incorrect, the Client should make their objections known to Answer Inside BV In Writing within 3 days after the invoice date. The payment obligation remains at all times. Payment can not be postponed. The possible overpayment will, only after this has become clear, be settled by means of a credit invoice.
8. If, based on facts and circumstances, there is reasonable doubt whether the Client can meet their payment obligations, Answer Inside BV has the right to require financial security from the Client in the form of a guarantee for the invoice amount or, if it concerns a long-term Agreement, the agreed duration of the services.
Article 9. Liability
1. Answer Inside BV only plays an advisory role, in which advice is given to the Client and the Coachee. Answer Inside BV is not liable for any consequences of following this advice by the Client and/or Coachee. The Client and Coachee are responsible for the consequences of following the advice of Answer Inside BV and any damages that may result.
2. Unless there was intent or gross negligence, the liability of Answer Inside BV for direct damages suffered by the Client as a result of an attributable shortcoming in compliance with Answer Inside BV’s obligations under the Agreement, or by an unlawful action of Answer Inside BV, its employees or third parties involved, as well as damages resulting from death or physical injury or for material damage to property per event or a series of related events, is limited to the invoice amount that Answer Inside BV charged for the Coaching Activities. In case of a long-term Agreement, the liability of Answer Inside BV is limited to the amount that was invoiced by Answer Inside BV to the Client in the 6 months directly preceding the occurrence of the damage.
3. Liability of Answer Inside BV for indirect damages, including consequential damages, lost profits, lost savings and damage due to business stagnation, is excluded in all cases.
4. Answer Inside BV is not liable for damages of any kind, caused by Answer Inside BV based on incorrect and/or incomplete data and information provided by or on behalf of the Client or Coachee.
5. The liability of Answer Inside BV for attributable shortcomings in compliance with the Agreement only arises if the Client immediately and properly gives Answer Inside BV notice of default In Writing and sets a reasonable term to remedy the shortcoming, and Answer Inside BV also after that period attributably continues to fail in the fulfilment of its obligations.
Article 10. Limitation Period
The term within which the Client can claim damages from Answer Inside BV is in all cases limited to 1 year after the damage arose, or the moment when the damage could reasonably have been discovered. The liability of Answer Inside BV will in any case expire after 12 months after execution of the activities from which the damage arose.
Article 11. Force Majeure
1. Answer Inside BV is not obliged to fulfil any obligation if it is hindered as a result of a circumstance that cannot be attributed to fault.
2. Force majeure is in these General Terms and Conditions, in addition to what is understood in the law and jurisprudence, all external causes which Answer Inside BV cannot influence, but which makes it impossible for Answer Inside BV to fulfil the obligations.
3. During the period of force majeure, Answer Inside BV can suspend the obligations under the Agreement, which also means that the payment obligations of the Client are suspended. If this period lasts longer than 90 days, each Party will be entitled to dissolve the Agreement, without any obligation to pay damages to the other Party.
4. Insofar Answer Inside BV at the time of the occurrence of force majeure has already partially fulfilled an obligation from the Agreement or will be able to fulfil this obligation during the period of force majeure, and the fulfilled respectively to be fulfilled part has independent value, Answer Inside BV is entitled to invoice the already fulfilled respectively to be fulfilled part separately. The Client is held to pay this invoice.
Article 12. Intellectual Property
1. Without prejudice to the other provisions in these General Terms and Conditions, Answer Inside BV reserves the rights and powers for which Answer Inside BV is entitled under the Copyright Act.
2. All documents provided by Answer Inside BV to the Client or Coachee, such as course materials, reports, advice, assignments, software, etc., may only be used and copied by the Client and Coachee for (personal) use within their own organisation. All documents provided by Answer Inside BV cannot be made public or brought to the knowledge of third parties by the Client without prior permission from Answer Inside BV unless the nature of the documents provided dictates otherwise.
3. Answer Inside BV reserves the right to use the increased knowledge from the execution of the Coaching Activities for other purposes, as long as no confidential information is brought to the attention of third parties.
Article 13. Confidentiality
The Parties will undertake to keep confidential all confidential information received about the other Party’s company, including the content of the Agreement. The Parties will also impose this obligation on their employees and on third parties engaged by them for the execution of the Agreement. Information will in any case be considered confidential if it is designated as such by one of the Parties.
Article 14. Description of Business Relationship
After the conclusion of the Agreement, Answer Inside BV has the right to place the trade name and/or brand name of the Client on the Answer Inside BV website with a short description of the order, unless expressly agreed otherwise. The Client will supply the necessary logos and texts if requested. The description of the business relationship will be done in agreement between the Client and Answer Inside BV and will fit within the confidentiality as described in Article 13.
Article 15. Applicable Law, Interpretation of the General Terms and Conditions and Choice of Forum
1. Dutch law applies to all Agreements concluded and to be concluded by Answer Inside BV.
2. In case of explanation of the content and scope of these General Terms and Conditions and in case of conflict between the content or explanation of possible translations of these General Terms and Conditions and the Dutch version, the Dutch text will prevail.
3. All disputes - including those, which are only considered as such by one of the Parties - which arise from an Agreement subject to these General Terms and Conditions, or as a result of other agreements which result from such an Agreement, will be resolved by the competent Court in the district of the location of Answer Inside BV, unless an imperative legal provision opposes this. This does not affect the fact that Answer Inside BV can agree with the Client to settle the dispute by means of independent arbitration.