Article 1. General
1.1 These terms and conditions apply to all tenders made by Akteos Netherlands BV, all contracts between Akteos Netherlands BV and the client, as well as all (legal) acts in preparation or execution thereof.
1.2 The applicability of any other terms and conditions or the conditions of the client is explicitly excluded.
1.3 Changes or additions to these terms and conditions and/or the contract shall only come into force if and insofar as they have been confirmed in writing by Akteos Netherlands BV.
Article 2. Definitions
Akteos is a trade name of Akteos Netherlands BV, with its registered office in Amsterdam and listed in the commercial register of the Chamber of Commerce and Industry under number 57521476.
The student is the person or persons that will actually follow the training course.
2.3 Contracting party
The contracting party is the person liable for payment of the training course. The contracting party and the student can also be one and the same person.
3.1 Tenders, proposals and/or quotations are not binding on Akteos and are considered as an invitation to place an order.
3.2 The period of validity for tenders is 30 days, if not otherwise agreed, on the understanding that a contract only comes into effect if and insofar as Akteos has received a signed and delivered tender from the contracting party, in accordance with the stipulations in Article 4.2.
3.3 After expiry of the period of validity, no further rights can be derived from the tender.
4.1 By signing and delivering the tender to Akteos, a contract is entered into between Akteos and the contracting party with regard to the stipulations in the tender. From this time, the changes and cancellation rules come into force.
Article 5. Course dates
5.1 For group training courses with open registration, the dates are established in advance. For didactic reasons and to guarantee quality, the minimum number of participants in each group training course is four and the maximum is ten. Akteos reserves the right, in the case of over registration for a particular training course, or if there are insufficient registrations for a course, to register students for the following course, in consultation with the students.
5.2 The dates are established in consultation with the student and/or contracting party for non-group training courses with open registration, pursuant to Article 5.1. These dates are established in writing on confirmation of the training.
Article 6. Cancellation and change rules
6.1 The change rules come into force after a contract has been concluded pursuant to Article 4.1.
6.2 If a training course is cancelled, regardless of the reason, within a period of 10 to 6 working days before the start of the agreed date of the training course, 50% of the course fee (by course fee is understood: the remuneration for the training and the course materials) is due. If a training course is cancelled after this period or if the student does not turn up, then 100% of the course fee is due.
6.3 If a client requests postponement of the course within 10 to 6 working days before the start of the training course and Akteos agrees with the postponement, then 25% of the course fee is due. If a training course is postponed 5 working days before commencement, then 50% of the course fee is due. In the event of inability to come during the course, the missed hours are cancelled.
6.4 Once training courses have been postponed, they cannot be postponed or cancelled again.
6.5 Cancellations and postponements may only be requested in writing and should be received by Akteos before the above periods.
6.6 A training course should be finished within a year of commencement. Akteos reserves the right to terminate the course after this period has elapsed.
- In the event of cancellation by Akteos, training fees relating to unused training hours that have already been paid will be refunded.
Article 7. Adjustments made by Akteos
7.1 In the event of illness and/or inability of a trainer to appear for one or more sessions, Akteos shall provide an equivalent substitute, if possible.
7.2 If substitution, pursuant to Article 7.1, turns out to be impossible, Akteos will inform the student forthwith and plan alternative dates as soon as possible.
7.3 In the event of illness and/or the inability of a trainer to appear, the student/contracting party has no right to compensation.
Article 8. Terms of payment
8.1 The contracting party is obliged to pay the training fees within 14 days of the invoice date, and in any case by at least fourteen days before commencement of the training, by means of transferring the amount in question to bank account no 128766921 at Rabobank in the name of Akteos Netherlands BV. If the contracting party has not made payment within the payment term, the training fees become immediately payable in full.
8.2 Should the contracting party fail to pay the due amount on time, he/she must pay Akteos interest equal to the statutory interest rate applicable at the time, for each month (30 days) or part thereof, starting from the date the training fees became due and payable.
8.3 If no other agreement has been made, payment is deemed to have been made when the bank account stated in Article 8.1 is credited.
8.4 The contracting party shall be in default solely by exceeding any agreed payment term, without notice of default being required.
8.5 Akteos may furthermore, insofar as payment under the contract concluded with the contracting party has not yet taken place, wholly or partly suspend the training course until the amount is received in full. Should payment fail to take place within a notified further term, Akteos is then authorised to dissolve the contract wholly or partially by means of a declaration in writing, without prejudice to its right to compensation.
8.6 All extrajudicial charges and debt collection costs (including costs incurred for preparing and sending reminders, conducting settlement negotiations and other legal work required in preparation for a potential lawsuit) as well as all legal fees, will be borne by contractor. The extrajudicial collection fees for business-to-business receivables will be calculated based on the report entitled ‘Voorwerk II’ and will amount to at least € 40.00 (excluding VAT). In addition, a registration fee will be charged. The registration fee is € 25.00 (excluding VAT)
Akteos guarantees the client that the training course and other services it provides comply with what has been agreed. Complaints should be reported to Akteos immediately after the detection of any defects. On condition that it is reported promptly and correctly and it has been sufficiently shown that the courses and/or other services do not comply with what has been agreed, Akteos shall carry out these courses and/or other services again properly. Through compliance with the performance, Akteos shall have fully discharged its obligations towards the client and is not obliged to pay further compensation.
Article 10. Liability and indemnity
10.1 Akteos is furthermore not liable, either under the law or the contract, for so-called consequential damages that the client or a third party suffers for the purposes of executing the contract or (the use of) the courses and/or other services, including loss of profits, environmental damage and nonmaterial damage. In all cases, the liability of Akteos is limited to the invoice amount of that part of the contract from which the damage has arisen.
10.2 This does not prejudice the liability of Akteos pursuant to Title 3, Section 3, Book 6 of the Dutch Civil Code (Product liability). Akteos will furthermore not rely on limitation of liability if and insofar as the damage is the direct consequence of an intentional act or the gross negligence of Akteos or its executive personnel.
10.3 Unless the damage is caused by an intentional act or gross negligence of Akteos or its executive personnel, the client shall indemnify Akteos against all claims from third parties, directly or indirectly connected with the execution of the contract or (the use of) the training courses and/or other services and will compensate Akteos for all losses suffered as a result of such claims.
Article 11. Intellectual property
11.1 Akteos expressly retains the copyright on materials made available on behalf of Akteos and other possible copyright owners. Nothing from the publication(s) may be reproduced, stored in a computerised data file or made public in any form or in any way, either electronically, mechanically, by photocopying, recording or in any other manner without prior permission from Akteos. It is not permitted to make the course materials available to third parties.
11.2 The client has no intellectual property rights with regard to the courses and other services or materials made available, regardless of the question of whether these intellectual property rights rest with Akteos or someone else.
11.3 Akteos certifies that to the best of its knowledge, the courses and other services do not infringe the intellectual property rights of third parties applicable in the Netherlands. In case of claims from third parties concerning an infringement of such rights, Akteos can, if necessary, replace or change the courses and other services concerned or dissolve the contract completely or partly. The client exclusively has the right to dissolve the contract in as much as maintenance thereof cannot reasonably be expected of him.
11.4 The client shall immediately inform Akteos of any claims from third parties concerning an infringement of intellectual property rights with regard to the courses and other services. In which case, Akteos is authorised to defend itself, also on behalf of the client or take legal measures against the third party or agree to settle with the third party. In all cases, the client shall cooperate with Akteos to the fullest extent.
Article 12. Default and dissolution
12.1 In the event of default by the client or in one of the cases mentioned in Article 12.2, Akteos is authorised to suspend execution of all contracts and/or completely or partially dissolve any contract.
12.2 In case of (provisional) suspension of payments, bankruptcy, shutdown or liquidation of (the client, or clients’ company, all contracts shall be dissolved by force of law, unless Akteos states within a reasonable time that it desires compliance with (part of) the contract.
12.3 The stipulations in articles 12.1 and 12.2 do not detract from the additional rights of Akteos pursuant to the law and under the contract.
12.4 In case an incident occurs as intended in (i) 12.1 or (ii) 12.2, (i) all claims by Akteos on the client under the contract(s) concerned and (ii) all claims by Akteos against the client, respectively, immediately become payable in full (and Akteos is entitled to take back the products in question). In this context, Akteos and its authorised representative(s) are entitled to enter the sites and buildings of the client in order to take possession of the products. The client is obliged to take the necessary measures to allow Akteos the opportunity to effectuate its rights.
Article 13. Force majeure
13.1 If Akteos cannot fulfil its obligations towards the client due to a non-accountable failure (force majeure), fulfilment of the obligation is suspended for the duration of the force majeure situation. Akteos shall inform the client as soon as possible about the force majeure situation.
13.2 Should the force majeure situation continue for 7 days, then either party has the right to partly or completely dissolve the contract, insofar as the force majeure situation justifies this.
13.3 In case of force majeure, the client has no right to any form of compensation, even if Akteos derives any benefit as a result of the force majeure.
13.4 By force majeure is understood any circumstance independent of the will of Akteos, due to which compliance with its obligations towards the client are partly or completely impeded or due to which compliance with its obligations cannot reasonably be required from Akteos, regardless of whether the circumstance could have been foreseen at the time the contract was concluded. In these circumstances are also counted: wars, rebellions, floods, fires, strikes, lock-outs, blockades, insurrections, stagnation or other problems with production at Akteos or its suppliers, problems with own transport or transport supplied by third parties, devaluation, increases in import duties and/or excise and/or taxes, measures taken by any government agency, the lack of any government license, accidents, computer breakdowns; all this both at Akteos and at the location where the training takes place.
Article 14. Accommodation
The Uniform Conditions for the Catering Industry are followed for cancellation arrangements with regard to accommodation.
Article 15. Business relations clause
By signing the order confirmation, the contracting party declares that for two years after the termination of the training course concerned, it will approach no employees, amongst which consultants, trainers and coaches, allied to Akteos in order to ask them to provide training courses in any form for the contracting party to the exclusion of Akteos. If this contracting party fails to comply, they will be subject to an immediately payable penalty of €2,500.00 without judicial intervention and without prejudice to the right of Akteos to claim excess damages from the contracting party.
Article 16. Applicable law and choice of law
16.1 Dutch law is applicable to these terms and conditions as well as the contract.
16.2 The applicability of the 1980 Vienna Sales Convention (CISG) is excluded.
16.3 All disputes arising from the contract or these terms and conditions, insofar as it is not specifically prescribed by law, shall be submitted for judgement to the authorised court in Amsterdam, on the understanding that Akteos has the right to institute proceedings, simultaneously or not, against the client in other courts of justice that are competent to hear such claims.