Terms and conditions

GENERAL TERMS AND CONDITIONS FOR THE EXECUTION OF ASSIGNMENTS, TRAININGS AND WORKSHOPS

ARTICLE 1                 GENERAL

• These general terms and conditions apply to:

• all offers of the Systemic Business School (hereinafter “SBS”);
• -on all courses, training, education, conferences, master classes and/or workshops (hereinafter also referred to as ‘Open Enrollment(s)‘) of SBS;
• -to all assignments, whereby SBS is the contractor, as well as to all legal relations, which arise therefrom with SBS;
• -to all agreements entered into with SBS, as well as to all legal relationships arising therefrom with SBS.

The party with whom SBS contracts is hereinafter referred to as ‘Participant’ or ‘Principal‘ and may therefore be a natural person or legal entity.

• Deviations from these general terms and conditions must be expressly agreed in writing with SBS. Any (general) terms and conditions of the Client will only be accepted by SBS if expressly agreed in writing with SBS.
• Offers are non-binding unless otherwise specified and are valid for a maximum period of 30 days.
• SBS is entitled to terminate an assignment with immediate effect or cancel an Open Registration, if the Client / Participant is in default of its obligations, or if a petition for bankruptcy or suspension of payments of the Client is filed, it goes into liquidation or ceases its business activities.
• SBS may amend these terms and conditions at any time. Any such amendment shall take effect fourteen days after the date of dispatch to the Client of the amended terms and conditions. If the Client objects to the proposed amendment in writing within this fourteen-day period, the original terms and conditions will continue to apply to it.
• An assignment or agreement takes effect as soon as SBS receives confirmation from the Client based on an offer. Confirmation may be made in writing or by mail by the Client.
• For registration for Open Enrollments, the agreement is entered into with Participant once the registration form is submitted in writing or by mail/online to SBS and the terms and conditions are visibly accepted by Participant.
• For registration of Open Enrollments, SBS may have as an additional condition for registration, that the invoice is paid in advance of participation. Participation is then not guaranteed until the fee is paid.

ARTICLE 2                OFFERS

2.1             If the offer issued by SBS does not specify a period of validity, it shall not exceed thirty days.

2.2            Quotes are based on the information provided by a Client.

2. 3The recipient of the offer may only use SBS’s knowledge and experience contained therein to form an opinion on the offer and may not make it available to third parties. This also applies to offers for research proposals.

2.4            For individuals, a cooling-off period of 14 days applies after entering into the agreement and/or submitting a registration as described above.

ARTICLE 3                EXECUTION OF ASSIGNMENT

3.1             The Client will cooperate fully in the performance of the engagement and will make available to SBS the information, materials and facilities required for that purpose. The Client will ensure the safety of (employees of) SBS present at the Client’s company or at another location at its request.

3.2            The duration of the assignment may be affected by the degree of cooperation of the Client.

3.3            SBS will perform the work to be performed to the best of its knowledge and ability, and in accordance with the requirements of good workmanship. The obligations entered into by SBS with the assignment is in the nature of a best-efforts obligation. Article 7:403 of the Civil Code (assignment given to a specific person) does not apply.

3.4            The work of SBS may include, but is not limited to: preparatory work and research (such as orientation in the workplace, conducting interviews, developing materials, drafting a training program and analysis work), implementation of a program (training, key note lecture, workshop, work conference, presentation, game, online training or facilitation), discussions (content discussions, progress and evaluation discussions), coaching sessions, supervision of teams, supervision of project groups, consultancy work.

3.5            The Client shall provide a suitable room for the training, consultancy or lecture as agreed, including the related technical supplies and presentation equipment and sound amplification, unless the Parties agree otherwise.

3.6            The Client will provide additional resources as stated in the offer at the request of the SBS supervisor/trainer. For Open Enrollments, SBS shall provide all training facilities.

ARTICLE 4                PERFORMANCE BY THIRD PARTIES

4.1In         consultation with, and after approval of the Principal, SBS may make use of external trainers/supervisors from its own network, in which case the assignment may be performed in whole or in part by a third party under the final responsibility of SBS. For Open Enrollments, SBS may engage third parties, for which no prior approval will be sought from Participants.

Article 5                   RATES AND PAYMENTS

5.1             A fee is due for SBS’s work based on the half-day and/or service rate described in the quotation and/or order confirmation. A daypart is a morning, an afternoon or an evening. All rates stated in the order confirmation are in Euros and are exempt from VAT.

5.2            The fee includes travel and administrative costs, unless otherwise stipulated, but excludes the cost of any accommodation (training room, resources and/or accommodation costs) and study materials, unless otherwise agreed in the quotation.

5.3            SBS reserves the right to change the rates on an interim basis. SBS will not do so during ongoing assignments, unless the assignment has a remaining duration of more than 6 months. In that case SBS is entitled to adjust its rates after consultation with the Client. In the event of an extension of an assignment with the same Client, SBS may increase its rates by mutual agreement on the basis of -then- a new agreement.

5.4            Services performed on a post-calculation basis shall be charged on a monthly basis at the rates applicable within the assignment at that time. If a total amount has been agreed upon, this amount may be invoiced in monthly installments as an advance or in one amount in arrears.

5.5            The term of payment of invoices of SBS, unless otherwise agreed in writing, is 21 days from the date of invoice.

5.6            Open registrations will be invoiced in advance, Article 1.8 will then apply.

5.7            When a Participant has paid the fee in advance and SBS is unable to provide the service due to force majeure such as illness of the performer, due to a disaster or due to a governmental action, SBS will offer an alternative date, the service will be provided online or the amount already paid can be used for another training or service provided by SBS.

5.8            When a Participant has paid the fee in advance and SBS is unable to provide the service due to a shortage of Participants for the training, the Participant will have the choice of participating on an alternative date or a refund of the amount already paid.

5.9            In the event of late payment, the Participant or Client, even without notice of default, shall be in default by operation of law and – without prejudice to the legal consequences of non-performance of obligations – shall owe default interest of 1% per month from the due date of the invoice, including any part of a month.

5.10          SBS is entitled, after written demand, to charge extrajudicial collection costs in the amount of 15% of the principal sum with a minimum of €150,- without prejudice to the right to claim the full collection costs.

5.11           SBS is authorized at all times, before (further) performance, to require the Participant or Client to provide adequate security for the fulfillment of its obligations to SBS.

Article 6                    MODIFICATION OR CANCELLATION OF THE ASSIGNMENT                

6.1             If the parties agree to change the approach, method or scope of the assignment, this may affect the agreed time schedule, approach and pricing. Only changes agreed upon in writing, including email correspondence, are binding for the parties.

6.2            If an interim change or delay affects the agreed delivery time, or service period, SBS will notify the Client in writing as soon as possible.

6.3            Every order given to SBS, may be cancelled by the Client in writing by letter or email. The cancellation date is the date of the postmark or date of receipt of an email.

6.4            In the event of cancellation, the following provisions apply:

• Cancellation more than six weeks prior to the commencement of the assignment, meetings, lectures and/or consultancy work shall be free of charge, subject to any preparatory activities already carried out and third party or material costs demonstrably incurred by SBS; these shall be charged to the Client.
• In case of cancellation for Open Enrollments, the cancellation deadline applies, as indicated on the enrollment form or in the additional terms and conditions accompanying the enrollment form. Cancellation at least 6 (six) weeks before the start of multi-day training courses and at least 20 (twenty) calendar days before the start of short training courses/workshops of up to 3 days is free of charge, except for any preparation activities already carried out and costs of third parties or material costs that SBS has demonstrably incurred; these will be charged to the Participant.

6.5   For cancellations within the cancellation periods defined in Article 6.4, the following provisions apply:

• in case of cancellation at a term, located before half of the period between the cancellation terms mentioned in clause 6.4 and the commencement date (i.e. or 3 (three) weeks before commencement / or 10 (ten) calendar days before commencement), 50% (fifty percent) of the applicable rate must be paid;

• in case of cancellation at a term, located on or after half of the period between the cancellation terms mentioned in clause 6.4 and the commencement date (i.e. either 3 weeks or less before commencement / or 10 calendar days or less before commencement), 100% (one hundred percent) of the applicable rate must be paid;

• In case of cancellation by a Client after the commencement of the assignment, meetings, lectures and/or consultancy work, there is no right to a refund;
• In case of cancellation by a Participant of remaining days after an Open Registration has started, there is no right to a refund;

6.6            If a Participant has registered for an Open Registration and due to illness or personal circumstances, this includes colds and complaints that make it impossible for the Participant to participate in the training/workshop because of risk of contamination, no refund will be granted. However, someone else may participate in place of the Participant, provided this person meets the set requirements for participation. Having someone else participate in an already started Open Registration is not possible.

6.7            In the event of personal circumstances of a serious nature on the part of the Client or the Participant (e.g. life-threatening illness, death), SBS may – notwithstanding the cancellation conditions described above – endeavor to make participation or performance of an assignment on another date possible out of goodwill. SBS will consider this with heart and soul at the request of the Client, also depending on the period until commencement of an assignment. No rights can be derived by the Client or Participant from this goodwill intention of SBS.

Article 7                    INTELLECTUAL PROPERTY, CONFIDENTIALITY AND PRIVACY  

7.1             All intellectual property rights that can be asserted with respect to the works used by SBS, including but not limited to texts, models, study materials, methods, techniques, instruments and/or image/photo material are vested in SBS, unless otherwise agreed.

7.2            Except with SBS’s express prior written permission, it is not permitted to use or adapt in any way the works published or made available by SBS in the performance of an assignment, for any purpose other than that specified in the assignment.

7.3            The Client shall not remove or alter any mention of the name of SBS or any indication of any other rights holder in the works made available.

7. 4Data from Clients and Participants in Open Tenders will not be disclosed, loaned or sold to third parties.

7.5            Data of Participants in Open Enrollments may be listed on a Participant List for the purpose of that particular course, training, education, workshop.

7.6            SBS undertakes to keep confidential all confidential information obtained from the Client in the context of an agreement. Information is considered confidential if it has been communicated by the other party or if it arises from the nature of the information.

7.7            SBS requires hired third parties to undertake confidentiality as described in Article 7.6.

7.8            For Open Entries, SBS will remind Participants to keep confidential all that comes to the attention of fellow Participants. Participants undertake to maintain confidentiality when registering and accepting these terms and conditions.

Article 8                    LIABILITY AND COMPLAINTS

8.1             SBS is, except in cases of intent or gross negligence, not liable for any damage that the Participant or Client or a third party may suffer as a result of any act or omission in connection with the performance of the assignment by SBS, or third parties hired by SBS for the assignment.

8. 2SBS’s total liability per event or series of events will never exceed the amount owed by the Client to SBS for the performance of the Agreement. Liability for any form of consequential loss, including loss of profits or trading loss, is expressly excluded.
9. 3The Client must report any damage to SBS in writing               as soon as possible, but no later than thirty days after it occurs, or becomes known. Damage not reported within this period will not be eligible for compensation. In any event, all legal claims against SBS will lapse after one year, calculated from the day on which the relevant obligation under the Agreement became due and payable or the loss-causing event occurred.

8.4            The Client shall indemnify SBS, third parties hired by SBS and persons working for SBS against any liability to third parties in connection with the use of information or materials provided to SBS by the Client.

8.5            Eventual complaints regarding the manner of service provided by SBS must be submitted within eight days of the day on which the complaint arose or was discovered, failing which any complaint need no longer be considered by SBS and the Client shall be deemed to have approved SBS’s performance of the Agreement.

8.6            Complaints will be treated confidentially and confirmed in writing by SBS to the complainant within 8 (eight) days of receipt.

8.7            The complaint (and related documents) will be retained for the duration of the complaint and for two years thereafter.

8.8            Within 14 days the complaint will be dealt with and a response will be given to the Client by SBS. If a complaint is well-founded, SBS will still perform or repair the work or meet the Client, unless this has meanwhile become demonstrably pointless for the Client. In that case the Client must notify SBS in writing.

8.9            If the Client and SBS do not agree on the handling of the complaint or proposed solution, the complaint will be assessed by external mediators. The mediators’ judgment will be binding on the parties. The mediators are Ms. T van den Berg (tabitha@mediationamsterdam.nl) and Mr. J. Andreae (info@janandreae.nl) and their working method is governed by the SBS Complaints Procedure, as published on the SBS website.

Article 9                    UNABLE TO PROVIDE SERVICES

9.1             In the event that SBS is prevented from performing an assignment/agreement (e.g. due to illness of a performer, due to a disaster, governmental measure or other unforeseen circumstance) at a fixed agreed time due to force majeure (e.g. a training course), SBS may, at its option, suspend the performance for the duration of the prevention or dissolve the agreement, without being obliged to pay any damages to the Client (such as, for example, for accommodation costs incurred unnecessarily).

9.2            In the event of force majeure and inability to provide a service at a fixed agreed time, SBS will always make every effort to make arrangements with the Client to postpone, transfer information, or engage a replacement, at SBS’s expense.

9.3            Under force majeure is also understood, inter alia, any failure, attributable or not, in the performance of third parties engaged by SBS.

9.4            The Client shall be entitled to terminate the Agreement in the event of failure to deliver a service at a previously agreed time, if SBS is to blame.

9.5            For Open Registrations, SBS may set a minimum number of Participants. If there are too few Participants, SBS is entitled to cancel, The Participant will be informed of this and any costs already paid will be refunded within 30 days.
In that case Participant is not entitled to any additional compensation from SBS.

9.6            In the event of non-performance of the assignment, other than due to force majeure, prepaid training or services will be refunded at the discretion of the Client within 30 days of cancellation. Or if the performance of the training or assignment is rescheduled in consultation with the Client, reserved for the later performance of the assignment.

9.7            An alternative offered online by SBS shall be considered full performance of the assignment and shall not be grounds for refund of costs or additional compensation. When a training, lecture or consulting assignment is not physically possible or is not allowed due to governmental measures, SBS may offer this activity or service online or postpone it to a later date; this shall be considered a reasonable alternative and shall not be a reason for cancellation. SBS is under no obligation to offer an online alternative and will always weigh the interests of all parties involved and of SBS.

Article 10                   MISCELLANEOUS PROVISIONS

10.1           If one or more provisions of these general terms and conditions shall prove to be wholly or partially void, the remaining provisions shall remain in full force and effect and the void provisions shall be replaced by legally valid provisions that approximate             the intention of the parties as closely as possible.

10.2          SBS is authorized to transfer its rights and obligations under an agreement and these general terms and conditions to a legal entity affiliated with it, in which case it will inform the Client in a timely manner.

10.3          The legal relationships arising from the Agreement(s) concluded with the Client and these General Terms and Conditions are governed exclusively by Dutch law, Any disputes which cannot be resolved amicably will in the first instance be submitted exclusively to the District Court in Groningen, without prejudice to SBS’s right to submit the case to another competent court or authority,

Groningen, Sept. 15, 2023

Systemic Business School

Middelberterweg 13a

9723 ET Groningen

Netherlands

Phone     050-5020680

Email       info@systemicbusinessschool.nl

Site          www.systemicbusinessschool.nl

Chamber of Commerce                                            02056019

VAT          NL821879091B01

Bank        NL97INGB0008676767