GENERAL TERMS AND CONDITIONS Built to Learn
- Built to Learn: Manon Kuijten Trainingen, established in Chaam, Chamber of Commerce no. 76491668.
- Customer: the party which Built to Learn has entered into an agreement with.
- Parties: Built to Learn and customer together.
- Consumer: a customer who is an individual acting for private purposes.
- These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Built to Learn.
- Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
- The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.
- All prices used by Built to Learn are in euros, are including VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
- Built to Learn is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
- The price with regard to services is determined by Built to Learn on the basis of the actual working hours.
- The price is calculated according to the usual hourly rates of Built to Learn, valid for the period in which he carries out the work, unless a different hourly rate has been agreed.
- If the parties have agreed on a total amount for a service provided by Built to Learn, this is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.
- Built to Learn is entitled to deviate up to 10% of the target price.
- If the target price exceeds 10%, Built to Learn must let the customer know in due time why a higher price is justified.
- If the target price exceeds 10%, the customer has the right to cancel the part of the order that exceeds the target price by 10%.
- Built to Learn has the right to adjust prices annually.
- Built to Learn will communicate price adjustments to the customer prior to the moment the price increase becomes effective.
- The consumer has the right to terminate the contract with Built to Learn if he does not agree with the price increase.
Consequences of late payment
- If the customer does not pay within the agreed term, Built to Learn is entitled to charge from the day the customer is in default, whereby a part of a month is counted for a whole month.
- When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Built to Learn.
- The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
- If the customer does not pay on time, Built to Learn may suspend its obligations until the customer has met his payment obligation.
- In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of Built to Learn on the customer are immediately due and payable.
- If the customer refuses to cooperate with the performance of the agreement by Built to Learn, he is still obliged to pay the agreed price to Built to Learn.
Suspension of obligations by the customer
The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.
The customer waives his right to settle any debt to Built to Learn with any claim on Built to Learn.
- The customer undertakes to insure and keep insured the following items adequately against fire, explosion and water damage as well as theft:
- goods delivered that are necessary for the execution of the underlying agreement
- goods being property of Built to Learn that are present at the premises of the customer
- goods that have been delivered under retention of title
- At the first request of Built to Learn, the customer provides the policy for these insurances for inspection.
When parties have entered into an agreement with services included, these services only contain best-effort obligations for Built to Learn, not obligations of results.
Performance of the agreement
- Built to Learn executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
- Built to Learn has the right to have the agreed services (partially) performed by third parties.
- The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer.
- It is the responsibility of the customer that Built to Learn can start the implementation of the agreement on time.
- If the customer has not ensured that Built to Learn can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.
Duty to inform by the customer
- The customer shall make available to Built to Learn all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.
- The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.
- If and insofar as the customer requests this, Built to Learn will return the relevant documents.
- If the customer does not timely and properly provides the information, data or documents reasonably required by Built to Learn and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.
- Built to Learn retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.
- The customer may not copy or have copied the intellectual property rights without prior written permission from Built to Learn, nor show them to third parties and / or make them available or use them in any other way.
- The client keeps any information he receives (in whatever form) from Built to Learn confidential.
- The same applies to all other information concerning Built to Learn of which he knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to Built to Learn.
- The customer takes all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 secret.
- The obligation of secrecy described in this article does not apply to information:
- which was already made public before the customer heard this information or which later became public without being the result of a violation of the customer’s duty to confidentiality
- which is made public by the customer due to a legal obligation
- The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after the end thereof.
- If the customer violates the articles of these general terms and conditions about secrecy or intellectual property, then he forfeits on behalf of Built to Learn an immediately due and payable fine of € 1000 if the customer is a consumer and € 5000 if the customer is a company, for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.
- No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article.
- The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of Built to Learn including its right to claim compensation in addition to the fine.
The customer indemnifies Built to Learn against all third-party claims that are related to the products and/or services supplied by Built to Learn.
- The customer must examine a product or service provided by Built to Learn as soon as possible for possible shortcomings.
- If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Built to Learn of this as soon as possible, but in any case within 14 days after the discovery of the shortcomings.
- Consumers must inform Built to Learn of this within 14 days after detection of the shortcomings.
- The customer gives a detailed description as possible of the shortcomings, so that Built to Learn is able to respond adequately.
- The customer must demonstrate that the complaint relates to an agreement between the parties.
- If a complaint relates to ongoing work, this can in any case not lead to Built to Learn being forced to perform other work than has been agreed.
- The customer must provide any notice of default to Built to Learn in writing.
- It is the responsibility of the customer that a notice of default actually reaches Built to Learn (in time).
Joint and several Client liabilities
If Built to Learn enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to Built to Learn under that agreement.
Liability of Built to Learn
- Built to Learn is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
- If Built to Learn is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
- Built to Learn is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
- If Built to Learn is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
- All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Every right of the customer to compensation from Built to Learn shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 of the Dutch Civil Code.
- The customer has the right to dissolve the agreement if Built to Learn imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
- If the fulfillment of the obligations by Built to Learn is not permanent or temporarily impossible, dissolution can only take place after Built to Learn is in default.
- Built to Learn has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give Built to Learn good grounds to fear that the customer will not be able to fulfill his obligations properly.
- In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Built to Learn in the fulfillment of any obligation to the customer cannot be attributed to Built to Learn in any situation independent of the will of Built to Learn, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Built to Learn .
- The force majeure situation referred to in paragraph 1 is also applicable – but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
- If a situation of force majeure arises as a result of which Built to Learn cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Built to Learn can comply with it.
- From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
- Built to Learn does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.
Modification of the agreement
If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.
Changes in the general terms and conditions
- Built to Learn is entitled to amend or supplement these general terms and conditions.
- Changes of minor importance can be made at any time.
- Major changes in content will be discussed by Built to Learn with the customer in advance as much as possible.
- Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Transfer of rights
- The customer cannot transfer its rights deferring from an agreement with Built to Learn to third parties without the prior written consent of Built to Learn .
- This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.
Consequences of nullity or annullability
- If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
- A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Built to Learn had in mind when drafting the conditions on that issue.
Applicable law and competent court
- Dutch law is exclusively applicable to all agreements between the parties.
- The Dutch court in the district where Built to Learn is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.
Drawn up on 25 augustus 2021.