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General Terms and Conditions Ben Smit Coaching & Consultancy

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Version 16 March 2024

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Article 1. Definitions

1. Client; the person, company or agency that orders the work.

2. Contractor; Ben Smit Coaching & Consultancy, the organization that carries out the client's assignment.

3. Services; all products and services supplied by the contractor to the client, including coaching, training and other forms of guidance or advice, all in the broadest sense of the word, as well as all other work of whatever nature carried out for the client in the context of an assignment, including work that has not been carried out at the express request of the client;

4. Intake interview; the conversation between client and contractor in which the client's request for help and goals are discussed.

5. Coachee: the person who participates in a guidance, advice or coaching process.

 

Article 2. Applicability of these conditions

1. These general terms and conditions apply to all offers and agreements in which the contractor offers or delivers services. Deviations from these conditions are only valid if expressly agreed in writing.

2. These general terms and conditions also apply to additional assignments and follow-up assignments from the client.

3. Any purchasing or other general terms and conditions of the client do not apply unless they have been expressly accepted in writing by the contractor.

 

Article 3. Quotations

1. The quotations made by the contractor are without obligation, unless an acceptance period is stated in the quotation.

2. The contractor is only bound by the quotations if their acceptance is confirmed in writing by the other party.

3. Ben Smit Coaching & Consultancy cannot be held to its quotation or offers if the client can reasonably understand that the quotations or offers, or part thereof, contain an obvious mistake or typo.

4. Quotations are based on the information available to the contractor.

5. The prices in the quotations mentioned are exclusive of VAT, unless stated otherwise.

 

Article 4. Execution of the agreement

1. Agreements concluded with the contractor lead to an obligation of best efforts for the contractor, not to an obligation of results, whereby the contractor is obliged to fulfill its obligations in such a way as can be expected according to standards of care and craftsmanship according to the standards at the time of fulfillment of the contractor .

2. If and insofar as proper execution of the agreement requires this, the contractor has the right to have certain work carried out by third parties.

3. The client ensures that all information that the contractor indicates is necessary or of which the client should reasonably understand that it is necessary for the execution of the agreement, is provided to the contractor in a timely manner. If the information required for the execution of the agreement has not been provided to the contractor in a timely manner, the contractor has the right to suspend the execution of the agreement and/or to charge the client for the additional costs resulting from the delay in accordance with the usual rates.

4. The contractor is not liable for damage of any nature whatsoever because the contractor relied on incorrect and/or incomplete information provided by the client, unless it should have been aware of this incorrectness or incompleteness.

5. The manner in which and the place where Ben Smit Coaching & Consultancy will provide the services will be determined by mutual agreement between the contractor and the client.

 

Article 5. Changes and termination of the agreement

1. If during the execution of the agreement it appears that it is necessary for proper execution to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in consultation.

2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. The contractor will inform the client of this as soon as possible.

3. If changes or additions to the agreement have financial and/or qualitative and/or quantitative consequences, the contractor will inform the client of this in advance. Ben Smit Coaching & Consultancy reserves the right, without being in default, to refuse a request to change the agreement if this could have qualitative and/or quantitative consequences for the work to be carried out or services to be provided.

4. If a fixed fee has been agreed, the contractor will indicate to what extent the change or addition to the agreement will result in this fee being exceeded.

5. Both parties can terminate the agreement in writing at any time, with a minimum notice period of one week or as much more as is deemed necessary in all reasonableness and fairness. If the duration of the assignment is one year or longer, the parties must observe a notice period of at least three months.

 

Article 6. Confidentiality

1. The parties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information.

2. The contractor will not refer to the assignment externally without the client's permission.

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Article 7. Intellectual property

1. To the extent that copyright, brand, models, trade name or other intellectual property rights are based on the services provided by the contractor in the performance of the agreement, the contractor is and remains the holder or owner of these rights. The client may only use the material carriers of these rights for the purpose for which they were provided to the client, may not reproduce them and may not change or remove copyright, trademark, model, trade name and other indications;

2. The contractor reserves the right to use the knowledge acquired during the performance of the work for other purposes, insofar as no confidential information is brought to the attention of third parties.

 

Article 8. Payment

1. Unless otherwise agreed in writing, payment must be made within 14 days of the invoice date, in a manner to be specified by the contractor in the currency in which the invoice was issued. Payment will be made without deduction, compensation or suspension on any grounds whatsoever.

2. If the client has not paid the amounts due no later than the due date, he will automatically be in default, without further notice of default being required. In the event of payment default by the client, the contractor is entitled to immediately cease or suspend all work to be performed for the client, without being liable to pay damages to the client in any way.

3. In the event of payment default, the client is furthermore liable to pay default interest on the outstanding claims equal to the statutory interest.

4. In the event of liquidation, bankruptcy or suspension of payment of the client or if the contractor becomes aware of circumstances that give it good reason to fear that the client will not meet its obligations, the claims of the contractor and the obligations of the client will are immediately due and payable to the contractor.

5. Payments made by the client always serve firstly to settle all interest and costs due, and secondly to settle invoices due and payable that have been outstanding the longest, even if the client states that the payment relates to a later invoice.

6. If more than the usual effort is required from the contractor to implement the agreement, the contractor may demand payment (or equivalent security) before commencing its work.

 

Article 9. Collection costs

1. If the contractor decides, for reasons of its own, to collect a claim for non-payment of one or more unpaid invoices through legal means, the client is, in addition to the principal amount and interest owed, also obliged to reimburse all reasonably incurred judicial and extrajudicial costs. This will always include the costs of collection agencies, as well as the costs and fees of bailiffs and lawyers, even if these exceed the legal costs to be awarded in court. The reimbursement of judicial and extrajudicial costs incurred amounts to at least 15% of the principal amount due.

 

Article 10. Liability

1. The contractor accepts no liability whatsoever for damage caused by or in connection with services provided by it, unless the client proves that the damage was caused by intent or gross negligence on the part of the contractor.

2. The contractor's liability is limited to the invoice value of the assignment, or at least that part of the assignment to which the liability relates. Notwithstanding this, for an assignment with a term longer than six months, liability is further limited to the invoice amount due for the last six months.

3. Any liability of the contractor for business damage or other indirect damage or consequential damage, of whatever nature, is expressly excluded.

 

 Article 11. Cancellation/termination of the agreement

1. The contractor has the right to cancel a training, coaching, guidance or advice process without giving any reason, or to refuse the participation of a client or to refuse the trainee/coachee appointed by the client, in which cases the client is entitled to reimbursement of the full amount paid by it to the contractor.

2. The client for a training, coaching, guidance or advice process has the right to cancel participation in or the order for a training, guidance or advice process by registered letter.

3. Cancellation of the assignment by the client can be done free of charge up to 4 weeks before the start of the training, coaching, guidance or advice process. If cancellation is not made, the client is obliged to pay the total amount of the training, coaching, guidance or advice process, unless expressly agreed otherwise in writing.

4. In case of cancellation within 4 weeks to 1 week before the start of the training, coaching, guidance or advice process, the contractor is entitled to charge 50% of the amount due and in case of cancellation within a week the full amount unless expressly stated. otherwise agreed in writing.

5. In the event that the client or the trainee/coachee designated by the client terminates participation prematurely after the start of the training, coaching, guidance or advice process or otherwise does not participate, the client is not entitled to any refund, unless the special circumstances of the case, in the opinion of the contractor, justify otherwise, unless expressly agreed otherwise in writing.

6. An individual advice, guidance or coaching conversation can be cancelled or moved free of charge up to 48 hours before the start of the conversation. In the event of cancellation or rescheduling within 48 hours, the contractor is entitled to charge the full rate agreed for the conversation. If the client or the designated coachee does not appear at the planned meeting, the same rates will be applied. In the event of force majeure, for example in the event of illness or other circumstances involving force majeure, 50% of the planned duration will be charged.

7. If one of the parties materially fails to fulfill its obligations and, after being expressly pointed out to this by the other party, does not fulfill this obligation within a reasonable period, the other party is entitled to terminate the agreement without the terminating party owes the defaulting party any compensation. The services provided until termination will be paid for in the agreed manner.

 

Article 12. Force majeure

1. In these general terms and conditions, force majeure means, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which Ben Smit coaching has no influence, but as a result of which Ben Smit Coaching & Consultancy is unable to fulfill its obligations.

2.Ben Smit Coaching & Consultancy also has the right to invoke force majeure if the circumstances that prevent (further) compliance occur after the contractor should have fulfilled its obligation.

3. During force majeure, the obligations of Ben Smit Coaching & Consultancy are suspended. If the period in which fulfillment of the obligations by the contractor is not possible due to force majeure, or lasts longer than 2 months, both parties are entitled to terminate the agreement. In that case there is no obligation to pay compensation. If Ben Smit Coaching & Consultancy has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfill its obligations, it is entitled to invoice separately for the already performed or executable part. The client is obliged to pay this invoice as if it were a separate contract. However, this does not apply if the already executed or executable part has no independent value.

 

Article 13. Personal data

By entering into an agreement with the contractor, the contractor is granted permission for automatic processing of the personal data obtained from the agreement. The contractor will only use these personal data for its own activities. The privacy regulations apply to this.

 

Article 14. Dispute resolution

1. Dutch law applies to every agreement between the contractor and the client;

2. Disputes arising from agreements to which these conditions apply and which do not fall within the jurisdiction of the subdistrict court, will be submitted to the competent court of the district in which the contractor is established.

 

Article 15. Changes to the conditions

The version that applied at the time of the conclusion of the present assignment always applies.