General Terms and Conditions

1. Definitions
   • Contractor: ROI10 training agency which organises customised purchasing training on order of clients. ROI10 is a one-man business established in Uden and is registered at the Chamber of Commerce under number KvK 71061290.
   • Client: the legal or natural person issuing the assignment.
   • Cancel: termination of the assignment for training or the rescheduling of the starting moment of the training.
   • Force majeure: all outside causes, foreseen or unforeseen, on which parties cannot exert any influence and as a result of which one or both parties is/are incapable of complying with the contractual obligations.
   • Training: an interrelated whole of organised didactic activities, incorporated in training material and/or education. Also intended by training is a course, workshop, modular education, coaching, expertise enforcement and/or any other comparable activity, and all matters in the widest sense of the term.

2. Application
   • These conditions are applicable to all agreements which ROI10 concludes with clients with regard to the organisation of training.
   • Deviations from these general conditions are only binding to the extent they have been established in writing.
   • By granting an assignment, client accepts these general conditions.
   • In case one or more provisions in these general conditions are void or were to be annulled, the other provisions of these general conditions will remain fully effective.

3. Quotation and Assignment
   • All quotations are non-committal, unless contractor has expressly stated otherwise.
   • All quotations and activities are based on the information provided by the client. The client guarantees that he thereby has furnished, to the best of his knowledge, all information which is essential for the setting up and the implementation of the assignment. Contractor will carry out the services which are to be provided to the best of his understanding and capacities, in accordance with the requirements of proper professional practice. This obligation has the character of a best effort obligation, unless it is established differently in writing. It more specifically applies that the intention of having participants ultimately recover in the form of earnings ten times the amount charged for the course does not constitute a guarantee.
   • An agreement is adopted by acceptance of the assignment. This acceptance is demonstrated by the written and/or electronical confirmation of the assignment by contractor, or alternatively by the contractor having commenced with the implementation of the assignment.
   • In case client is a natural person, a reflection period of 14 days applies after adoption of the agreement, unless the training has already commenced on request of the client.
   • By accepting the assignment, the amount associated with the training becomes due to contractor.
   • Both contractor and client have the right to terminate this agreement with immediate effect in the event the other party has applied for suspension of payment or has been declared bankrupt, or, in case the client is a natural person, he has been placed in receivership or passes away.

4. Rates
   • The rates listed by contractor in the quotation and the assignment confirmation are per person and include fees for the venue, lunch, coffee/tea/soda and training material and are exclusive of VAT. In case the client is not subject to VAT, contractor still has the right to apply VAT on his invoices.
   • Not included in the price are travel and accommodation expenses of the participants, such as transport from and to the location, the cost of staying overnight, cost of other drinks and the cost of meals and drinks outside the training hours.

5. Payment
   • Client must settle the invoices of contractor within 30 days after invoice date in a manner indicated by contractor in the currency in which the invoice is drawn up to bank account number NL64RABO0328253111 (Rabobank), payable to ROI10 in Uden under reference of the invoice number. Objections against the amounts of the charges do not suspend the payment obligation.
   • In case of overrunning the payment term, client falls into default, without requiring a default notice. As of the date on which the default has become effective, client owes contractual interest to the amount of 1% per month over the outstanding amount, while a part of a month will be counted as an entire month.
   • In case client is in default with regard to payment, contractor has the right, without need for judicial intervention, to proceed to rescind that agreement completely or partially, without prejudice to the right of contractor to claim compensation of damage.
   • All extrajudicial collection costs – with a minimum of 15% over the outstanding amount – are borne entirely by client. Designated as such are also expenses for legal counsel, bailiffs, and collection agencies, which cost will be determined in accordance with the applicable, i.e. customary, rates.

6. Cancellation
   • Cancellation of the training by the client is possible without any sanctions until 30 calendar days before arrival of the established (starting) date.
   • Upon cancellation of the training at a moment between 0 and 30 calendar days before the start of the training, client is obliged to pay 100 % of the participation costs, whereby client has the right to still make use of the training, without any additional costs, within 12 months on a date and at a time to be established by mutual agreement. Other costs incurred until that moment are charged to the client, such as, for example, rent for the training venue and the travel expenses of the trainer.
   • If a participant to a training is forced by illness or an act of God during this meeting to interrupt the training prematurely, the relevant training and accommodation costs remain due for the entire period. Through consultation with contractor, the participant in case may take part in a similar training in the future, without owing the fee to contractor again. The accommodation costs in such case will again be borne entirely by the client.
   • The client or the participant designated by the client may let another person take part in the training in his or her stead after consulting with the contractor. Substitution after the start of a training is no longer permitted.
   • In case the training, in the event of force majeure on the part of contractor, can no longer be provided at the established date, a new date will be set through mutual agreement. All other arrangements will thereby remain effective. Contractor can in no way be held accountable for any possible damage and costs involved in that dates change.

7. Liability
   • Contractor accepts no liability for damage resulting from any action or lack thereof on grounds of information given during the training, unless this damage is the consequence of intent or gross negligence on the part of contractor.
   • In no way is contractor liable for costs and/or damage resulting from the cancellation of a training and/or the cancellation of a training component or day (segment) of training.
   • Contractor is never liable for indirect damage, including consequential damage, loss of profit and damage due to operational stagnation.
   • Any liability of contractor is limited at all times to the amount which in the relevant case is disbursed under the liability insurance of contractor. If and to the extent, for whatever reason, no disbursement takes place pursuant to aforementioned insurance, any liability is limited to an amount equal to the fee which was paid, with a maximum of € 5,000.
   • Any possible claims of client in the sense intended here must be submitted in writing within one year after discovery of the damage, in the absence of which the client has forfeited his rights.

8. Non-disclosure
   • Both parties are obligated to maintain the secrecy of all confidential information which they have obtained from each other or from other sources in the context of the agreement. Information counts as confidential if this has been communicated by the other party or if this flows from the nature of the information.
   • Without the permission of contractor, the client will not make any statements to third parties regarding the approach, method and such of the contractor.
   • It is not permitted to client to develop similar training on the basis of the course organised by contractor, the developed curricula, and the teaching material to be used thereby, independently or in collaboration with third parties, nor to propose the same, without the emphatic written permission of contractor.
   • In the event an agreement is terminated, for whatever reason, the intended non-disclosure obligations remain effective.

9. Intellectual property
   • Without the written permission of contractor, it is forbidden for the client to show or otherwise give in use to third parties the information, models, quotations, presentations, material and the likes as were provided by contractor, including, though not limited to, pictures, drawing and film material (in the following: documentation). It is permitted to client, on the other hand, to multiply this documentation for proper use, to the extent the assignment entails such in a reasonable manner.
   • Unless agreed otherwise, the copyrights as well as all other rights of intellectual property to this documentation remain with contractor.

10. Applicable law and dispute settlement
    • To every agreement between the contractor and the client Netherlands legislation is applicable.
    • Parties will only take recourse to the court of law after they have exerted themselves to the utmost to settle a dispute by mutual agreement.
    • Disputes will be exclusively settled by the competent court of the district of Oost-Brabant.

11. Other
    • Contractor reserves himself the right to alter the composition of the training team, if he is of the opinion that it is necessary for the implementation of the assignment. The alteration may not reduce the quality of the services to be provided, nor adversely affect the continuity of the assignment. A change to the team may also take place on request of the client through consultation with contractor.
    • All trainings are evaluated by contractor. Evaluations which have not been anonymised will only be posted on the website of the contractor after the written permission of the client and/or participant.
    • Contractor is authorised to apply changes to these conditions. These changes become effective at the time announced for their coming into force.
    • Applicable is always the most recent version, i.e. the version which was applicable at the time the agreement was adopted.

These general conditions have been drawn up in Dutch and English. In case of conflicting interpretations, the Dutch text prevails