General Terms and Conditions Courses

Article 1 Definitions

In these General Terms and Conditions and the Agreement to which they apply, the following terms shall have the following meanings:

a             Client: the person University concludes an Agreement with regarding a Course;
b             Participant: Client and the person who participates in a Course on his behalf;
c             Course: an Open Course or a Private Course or a part thereof;
d             Open Course: a Course open to anyone who meets the participation criteria;
e             Private Course: a Course open exclusively to persons of the Client;
f              University: Stichting NHL Stenden Hogeschool.

Article 2 Applicability

1             These General Terms and Conditions shall apply to all offers or agreements regarding University’s Courses, including additional or further offers or agreements and shall apply to all obligations arising from or related to these offers or agreements, irrespective of their legal basis.

2             Any additions and deviations from these General Terms and Conditions or the Agreement these General Terms and Conditions apply to, shall only be effective between the Parties if expressly agreed in writing.

3             In the event of any conflict between these General Terms and Conditions and any provision of the Agreement, the latter will prevail.

4             If one or more provisions of these General Terms and Conditions cannot be invoked by University, the other provisions remain in full force and effect and between University and the Client will be effective, according to criteria of reasonableness and fairness, provisions that to the extent possible with respect to content, nature and scope, correspond with the provisions that cannot be invoked.

5             These General Terms and Conditions have also been drawn up for the Directors and employees of University and the third parties engaged by University for the Course.

6             These general terms and conditions shall also apply to the persons who participate in the Course on behalf of the Client. The Client shall ensure that these persons receive, accept and observe the general terms and conditions, and shall indemnify University against claims of these persons, insofar as these claims exceed the amounts, determined in these general terms and conditions.

7             The Participant shall only exercise its rights against University and not against Directors or employees of University or third parties engaged by University.

8             Obligations which by their nature are intended to continue even after termination of this Agreement will remain valid after termination of this Agreement.

9             Section 7:404, Section 7:407 paragraph 2 and Section 7:409 of the Dutch Civil Code shall not apply unless expressly otherwise agreed by University and the Client.

Article 3 Offers

1             An offer submitted by University regarding an Open Course is an invitation to make an offer and shall at all times be revocable by University, without giving rise to any indemnification obligation.

2             An offer submitted by University regarding a Private Course shall be valid until one month after its date or in the absence of a date until one month after receipt, without prejudice to University’s right to revoke an offer submitted.

Article 4 Admission

1             University may subject the admission to a Course to certain conditions. Such conditions will be specified in the agreement or in an attachment thereto.

2             University shall be entitled to reject or cancel a subscription if, in its opinion, the Participant’s participation in the Course is undesirable.

3             University shall be entitled to refuse participation in a Course or access to the buildings and grounds of University, if there are justified fears that the Participant will disrupt the orderly operation or the proper course of events on the grounds or in the buildings or act in violation of a statutory provision or a regulation of University.

4             A Participant, once admitted, shall not be a student in the meaning of the Act on Higher Education and Scientific Research and shall not be entitled to the rights associated therewith or to the use of the facilities pertaining thereto.

Article 5 Certification

If a Course gives right to any form of certification, it will be explicitly stated in the agreement or in an attachment thereto.

Article 6 Premature termination by the Client

1             The Client may terminate the agreement in respect of an Open Course prematurely free of charge, ultimately until two weeks before the scheduled start date.

2             Without prejudice to the provisions in paragraph 1 of this article, the Client may at all times terminate the agreement in respect of an Open Course prematurely, with the proviso of payment of a compensation, to be determined in reasonableness by University. When determining the amount of the compensation, University shall take account of the work already performed by University, the benefit of this work to the Client and the ground on which the agreement has been terminated. University will be entitled to payment of the full price, if the termination of the agreement is imputable to the Participant and if it is reasonable to pay the full price. The price will be reduced with the amounts University has saved due to the premature termination.

3             The client shall not be entitled to terminate an agreement in respect of a Private Course prematurely.

Article 7 Premature termination by University

If in the opinion of University, there are insufficient subscriptions for an Open Course, University will be entitled to terminate the Open Course prematurely, ultimately until one week before the scheduled start date, by sending a written notification to the Participant. University shall refund the Course price paid to the Client, within one month after this decision. In such case, University shall not be liable to pay any indemnification.

Article 8 Implementation

1             University will make an effort to perform the Course to the best of its knowledge and abilities and act as a prudent Contractor.

2             The Participant undertakes to behave as an assiduous Participant and to observe the internal rules and rules of conduct of University, including the Rules of Conduct for students and the Regulations for ICT facilities.

3             University may impose obligations to the Participant in order to participate in the Course or a part thereof. These obligations will be specified in the agreement or in an attachment thereto.

Article 9 Course materials

1             The Course materials are exclusively destined for didactic purposes.

2             University reserves all the intellectual property rights to the Course materials of University.

3             The Participant is not allowed to use the Course materials for other purpose than the purposes referred to in paragraph 1 of this article or to reproduce, publish, exploit or transfer the title of the Course materials or to make them available to third parties, whether or not via third parties.

Article 10 Identification

Upon request of University, the Participant shall be obliged to show his identity documents or to provide a copy thereof for participation in Course activities.

Article 11 Price

1             The Client shall pay University for the Course the price stated in the Agreement or if no price is stated in the Agreement a reasonable price based on University’s current rates.

2             Any prices referred to by University are excluding VAT and other levies, surcharges and government taxes.

3             The prices specified by University are exclusively related to the conduction of the Course by University. The prices do not include, amongst others, travel and accommodation costs, costs of literature, external examination costs and excursion costs, unless explicitly otherwise agreed upon in writing.

Article 12 Payment

1             University will send the Client an invoice for payment of the price. The Client shall pay this invoice within one month of its date in the designated currency in the bank account indicated by University, without any deduction, discount or setoff. The address stated by the Client will be considered to be the invoice address unless the Client has provided University in writing with another invoice address.

2             When exceeding the period referred to in paragraph 1 of this article, the client will be in default by operation of law. In this case, the Client shall pay any judicial and extrajudicial collection costs, in addition to the price and the statutory interest. The extrajudicial collection costs are 15% on the first EUR 2,500 of the principal sum of the claim, 10% on the next EUR 2,500 of the principal sum of the claim, 5% on the next EUR 5,000 of the principal sum of the claim and 1% on the next EUR 190,000 of the claim and 0.5% on the remaining amount of the principal sum with a maximum of EUR 6,775. The extrajudicial collection costs are at least EUR 40. The extrajudicial collection costs are increased by a percentage that corresponds with the percentage referred to in Section 9, first paragraph of the Turnover Tax Act 1968, if University to obtain an out-of-court settlement uses a service as referred to in the Turnover Tax Act 1968 for which under this Act turnover tax is due and University cannot offset the turnover tax charged to University based on said Act.

3             If the financial position of the Client or its payment practices in the opinion of University warrants this, the Client shall provide security for its payment or pay the amount due in advance in full.

4             University may suspend its obligations at any time as long as the Client has not provided security or has not paid the amount due in full.

5             If the Client is dissolved or dies, is declared insolvent, applies for a (provisional) moratorium, proceeds to liquidation or discontinuation of the business and the assets are attached, completely or for an important part, the price due will be fully and immediately due and payable.

Article 13 Ownership

1             University remains the owner of the goods delivered to the Participant as long as the Client has not paid, or has not paid in full, an amount due to University based on the Agreement or an agreement related to the Agreement.

2             As long as the ownership of the goods delivered has not been transferred to the Participant, the Participant does not have the right without the express written consent of University to dispose of, encumber or pledge the goods or otherwise bring the goods under the control of third parties.

Article 14 Modification

At all times, University will be entitled to modify the programme of a Course or its implementations insofar as these modifications do not harm any reasonable interest of the Participant.

Article 15 Impediment

1             In case the Participant is impeded to follow the Course, he will be entitled to transfer, free of charge, his participation rights to a suitable substitute with the obligation to inform University as soon as possible.

2             The impediment of the Participant to follow the Course will in no case give rise to a right to full or partial refund of the price.

Article 16 Default and force majeure

1             University will only be in default in respect of the fulfilment of an obligation under the agreement if it has been declared in default by the Client and after being granted a reasonable period for compliance with its obligation and after this reasonable period has expired without fulfilment of the obligation.

2             There is force majeure on the part of University, inter alia, when University is unable to fulfil its obligations as a result of a government measure, (un)organised strike, robbery, terrorist threat, fire, burglary, storm, flood, other serious weather conditions, power outage, failure of IT equipment, email, intranet or internet and furthermore any cause beyond the power or control of University.

3             If, as a consequence of force majeure, it is reasonably impossible for University to conduct the Course, University shall, at its own discretion, offer the Course at another date or offer an equivalent Course. If a replacement or postponement would prove to be impossible, University shall proportionally refund the price to the Client.

Article 17 Personal data

1             University processes the personal data of the Participant for the performance of the Course and to inform the Participant about products and services of University.

2             University processes the personal data of the Participant in accordance with the applicable legal requirements.

Article 18 Liability general

University shall not be liable for loss and theft of, or damage inflicted by third parties to items of the Participant during their presence in the buildings or on the grounds of University.

Article 19 Liability for damage to persons and objects

1          If University would be liable, on any legal ground whatsoever, for damage to persons and objects, as referred to in the insurance policy conditions, this liability shall be limited to the amount disbursed by the liability insurer in the respective case, increased with the amount of the excess that according to the insurance policy conditions is payable by University.

2          The Participant has the obligation, on penalty of forfeiture of his entitlement to indemnification, to report an incident to University as soon as possible, but ultimately one year after the occurrence of the incident.

Article 20 Indemnification of other damage than damage to persons and objects

1          For damage other than damage to persons and objects as referred to in article 19, University shall for each incident where a series or correlated incidents shall be deemed to be a single incident, and for each agreement, at maximum be liable, on any legal ground whatsoever, for an amount of three times the price paid by the Client with a maximum of EUR 100,000.-, insofar as the liability of University is not being further limited or excluded under these general terms and conditions.

2          University, on any legal ground whatsoever, shall not be liable for any consequential damage. Consequential damage shall be taken to mean all other damage than damage in respect of the price paid by the Client or the costs of literature incurred by the Client.

3          University cannot rely on any limitation of its liability if the damage is a result of intent or gross negligence of University or its managerial staff.

4          The Participant has the obligation, on penalty of forfeiture of his entitlement to indemnification, to report an incident to the institution as soon as possible, but ultimately one year after the occurrence of the incident.

Article 21 Termination of agreement

1             The agreement has been entered into for the duration of the Course and terminates, without any legal action being required, by the end of the Course duration.

2              Both University and the Client may terminate this agreement with immediate effect, by means of a written notification to the other party, without judicial intervention and without indemnification obligation on the part of the party terminating the agreement if the other party is being dissolved, declared bankrupt, applies for (provisional) suspension of payments, proceeds to liquidation or discontinuation of its business, or if its assets are seized in their totality or for a major part.

Article 22 Transfer

The Client is not allowed to transfer its rights under this Agreement, in whole or in part, to third parties without University’s written permission.

Article 23 Applicable law, complaints and disputes

1             The Agreement is exclusively governed by Dutch law with the exception of the Vienna Sales Convention (CISG), unless another law applies on the basis of a mandatory provision.

2             The Participant can submit complaints about the implementation of this agreement to the Board of University. University will ensure proper handling of the complaint.

3             Any disputes arisen under the Agreement or resulting from further agreements arising from the Agreement, shall only be settled by the competent court in Leeuwarden, the Netherlands, unless a mandatory provision provides otherwise. A Client not acting in the course of his trade or profession has the right, within one month after University invoked this provision in writing, to state that he wants the dispute to be settled by a court competent according to the law. In this case, the latter Court shall be competent. University still has the right to submit the dispute directly to a court competent according to the law.