General terms and conditions of delivery
Article 1: Definition of terms
In these terms and conditions the following capitalised terms have the following meanings: Client: the natural or legal person who negotiates with MetrixAnalytics on the granting of an Assignment to perform work or who in any other way (whether or not via the website of MetrixAnalytics) has given MetrixAnalytics an Assignment to perform work. MetrixAnalytics: MetrixAnalytics Analytics, Training & Consultancy Assignment: the assignment given by the Client to MetrixAnalytics for the provision of service for individual participants and groups of participants of one organization or Client for which an offer is drawn up separately and on which matter a Contract is entered into between Parties. Training/course: standard group training/courses, meetings, master courses and modules, pre-master and master classes Analytics: Analytics by MetrixAnalytics for individual participants and groups of participants of one organization or Client for which an offer is drawn up separately and on which matter a Contract is entered into between Parties. Personal goal-setting interview: a conversation (by telephone) between MetrixAnalytics and a potential participant in a Training/Course in which the learning objectives of a training/course are matched to the learning wishes of the participant. This conversation is part of the Training/Course and can be a condition of participation in that training or course. Parties: Client and MetrixAnalytics jointly.
Article 2: Applicability
2.1 These terms and conditions apply to all tenders, offers, proposals, agreements and contracts effected with MetrixAnalytics. The applicability of the general terms and conditions of the Client, by whatever name, is hereby expressly rejected. 2.2 Deviations from these terms and conditions will only be binding if and to the extent they are agreed in writing between Parties. 2.3 These terms and conditions are also applicable to all agreements with MetrixAnalytics, where the execution requires third parties to be involved. 2.4 If these terms and conditions are also drawn up in a language other than the Dutch language, in the event of conflict the Dutch version is binding.
Article 3: Formation of the contract
3.1 Training/course The contract between MetrixAnalytics and Client for following a Training/Course is concluded by valid signing of the enrolment or application form for that purpose by the Client, or by the written confirmation validly signed by MetrixAnalytics, or by written confirmation by MetrixAnalytics to Client of his registration or assignment by telephone or per email. 3.2 Assignment The contract between MetrixAnalytics and Client is concluded by valid signing by the Client of the offer drawn up by MetrixAnalytics, or by the written confirmation validly signed by Client, or by valid, written confirmation by MetrixAnalytics of the registration or assignment by telephone of Client. 3.3 Non-binding nature of offer All quotations and offers of MetrixAnalytics are not binding until a contract has been concluded by Parties on the matter of that offer.
Article 4: Performance of the contract
4.1 MetrixAnalytics is entitled: a. to change the training or course programme in the interim period, for reasons of reprogramming of examination requirements by external examining bodies and/or reasons of improvement of quality; b. to change the planning of the training/course as regards time and place; c. in the event of insufficient registrations, to cancel a training/course, or not to accept new registrations for an existing training/course. Enrolled participants receive notice of this, after which their obligations lapse and/or obligations that have already been met are refunded; d. increase the group size in exceptional cases by no more than 2 participants. 4.2 In so far as offers submitted by MetrixAnalytics are partly based on information that is provided by the Client, Client guarantees that to the best of his knowledge he provided all essential information for the design and performance of the offered activities. MetrixAnalytics will perform the services to be provided by him to the best of his knowledge and ability, and in accordance with high standards. If in the performance it emerges that there are circumstances that require a modified approach, MetrixAnalytics will, in consultation with Client – or vice versa – strive to adapt the original assignment. Both Client and MetrixAnalytics are obliged to draw attention to this promptly and discuss and record in writing the consequences for the assignment and any (extra) costs.
Article 5: Cancellation or shifting
5.1 Training/course by the client
a. The client for a training/course is entitled to cancel in writing participation in, or the assignment for a training/course. The postmark, email date or fax date will serve as cancellation date.
b. After the contract has been concluded, in the event of cancellation before the cancellation period enters into effect as referred to in 5.1c, € 200.00 excl. VAT will be charged for administration costs.
c. Cancellation by the client of the training/course is possible up to six (6) weeks before commencement of the first training or course block free of charge except for the administration costs as referred to in 5.1b, unless the personal goal-setting interview has already taken place. In the event of cancellation of the training/course in a period less than 6 weeks before commencement of the first training or course block, 100% of the training/course cost is charged.
d. For training/courses whereby a personal goal-setting interview takes place, the following rules apply with regard to rescheduling that interview: • Rescheduling is only possible in exceptional situations. This is exclusively at the discretion of MetrixAnalytics. • Rescheduling the personal goal-setting interview is possible if the new interview can take place before the start of the first training or course block.
• Rescheduling the personal goal-setting interview after having obtained permission from MetrixAnalytics is free of charge up to 2 days before the goal-setting interview, regardless of the start date of the training or course block. If rescheduled within 2 days of the start of the first training or course block, the costs of this 2nd interview are charged.
e. In the event the client, or the participant designated by the client, after commencement of the training/course ends the participation early or does not participate (any longer) in the course in other respects, the Client has no right to refund or intake in another training/course. f. If the personal goal-setting interview took place more than 4 weeks before the commencement of the first performance day of the training/course and resulted in admission to the training/course, the training/course can no longer be cancelled free of charge and in the event of cancellation of the training/course, 100% will be charged.
g. The cancellation charges are due and payable in a similar manner as for invoices sent by MetrixAnalytics.
5.2. Assignment and/or Analytics by the client
a. The client for an assignment is entitled to cancel the assignment in writing. The postmark, email date or fax date will serve as cancellation date.
b. After the contract has been concluded, it is not possible to cancel free of charge. In the event of cancellation before the cancellation period enters into effect, 10% of the assignment amount (with a maximum of € 200.00 excl. VAT per performance day) is charged for administration costs.
c. Client can cancel or change dates up to 6 weeks before commencement of the assignment. In this case, only the administration costs as referred to in article 5.2b are charged.
d. In the event of cancellation or change between 6 and 4 weeks before commencement of the assignment, Client is obliged to pay 50% of the agreed assignment amount.
e. In the event of cancellation or change up to 2 weeks before commencement of the assignment, Client is obliged to pay 75% of the agreed assignment amount.
f. In the event of cancellation or change less than 2 weeks before the commencement of the assignment, 100% of the agreed assignment amount must be paid.
g. In derogation of article 5.2b, cancellation of or change to the individual supervision or coaching can occur free of charge up to 4 working days before the session.
h. In the event of cancellation or change between 4 working days and 2 working days before the session, Client is obliged to pay 50% of the agreed assignment amount.
i. In the event of cancellation or change less than 2 working days before the session, Client is obliged to pay 100% of the agreed assignment amount.
j. The cancellation costs are immediately due and payable.
Article 6: Cancellation or change by MetrixAnalytics
MetrixAnalytics is entitled, without stating reasons, to cancel the training/course or assignment or to refuse participation of a Client or (substitute) participant designated by the Client, in which cases the Client is entitled to repayment of the full amount paid by Client to MetrixAnalytics.
Article 7: Replacement
The client or the participant designated by client can in consultation allow a different person instead of the registered participant to participate in the training/course or assignment, if MetrixAnalytics is informed of the replacement within 24 hours of the cancellation of the original participant. A condition of the replacement is that it is still possible to plan and hold the personal goal-setting interview within reason, all this at the sole discretion of MetrixAnalytics. Replacement of a participant for a Master course must likewise be communicated to MetrixAnalytics within 24 hours of the cancellation provided that the replacement demonstrably meets the admission conditions set by MetrixAnalytics for participation in the course in question. This provision does not prejudice the right of MetrixAnalytics pursuant to article 6. Replacement after the commencement of the training/course or assignment is no longer permitted.
Article 8: Prices and fees
8.1. Prices are non-binding unless included in a written contract as referred to in article 3.
8.2. The prices and fees exclude VAT (BTW), unless explicitly agreed otherwise.
8.3. The travel and package/accommodation costs as well as recommended literature in connection with participation in a training/course or assignment are not included in the course price, unless expressly agreed otherwise in writing.
8.4. Declarations should, at the latest, be paid 14 days after the date of invoice in the currency in which the declaration is formulated. After expiry of the period of 14 days, the client is immediately and without further notice in default, in which case the client is indebted to pay the statutory interest on the amount stated in the invoice from the date of the default to the time of full payment.
8.5. In the case of extra-judicial collection costs, a collection rate of 15% shall be applied.
8.6. For courses and training programs, the entire fee must be paid before the start of the work proceedings, or otherwise agreed in writing.
Article 9: Payment for training/course, assignments and Analytics
9.1. MetrixAnalytics will charge the fees payable by client by means of an invoice. The client must pay the fees owed within 14 days of invoice date, but no later than 1 month before the commencement of the training/course or assignment, in the manner specified by MetrixAnalytics, without client being able to claim suspension or setoff due to an (alleged) failure in the performance of the assignment accepted by MetrixAnalytics that the invoice relates to, unless expressly agreed otherwise. For special actions such as last-minute offers, the fee owed must be paid before the commencement of the training/course.
9.2. In the event of participation in a Master class module, MetrixAnalytics charges the course price payable by the client in 1 instalment by means of an invoice. The client must pay the invoice one month before the commencement of the course, yet no later than 14 days after invoicing in the manner specified by MetrixAnalytics, without Client being able to claim suspension or setoff due to an (alleged) failure in the performance of the assignment accepted by MetrixAnalytics that the invoice relates to, unless expressly agreed otherwise.
9.3. If the Client does not pay the invoice(s) sent by MetrixAnalytics within the agreed period, he is in default de jure. From the due date, MetrixAnalytics is always entitled to charge the statutory interest and the collection costs actually incurred, without prejudicing the right of MetrixAnalytics to payment of other damage payable by Client.
9.4. If Client is in default as a result of late and/or incomplete payment, MetrixAnalytics is entitled to suspend performance of the assignment immediately, including the right to refuse participation in the training/course.
Article 10: Suspension and dissolution
MetrixAnalytics is entitled to refuse participation of the Client or of a participant designated by the Client in a course or (customised) assignment or to suspend performance of the assignment, if the Client has not met his payment obligation on time, without prejudice to the provisions of article 13.
Article 11: Intellectual Property
11.1 Models, techniques, instruments, including software, that are used for the performance of the work and are included in the result, are and remain the property of the MetrixAnalytics. Publication may only take place after permission is obtained from the MetrixAnalytics. The copyright to the brochures, project material and training and course material published by the MetrixAnalytics is vested in MetrixAnalytics, unless a different copyright owner to the work is indicated on the item itself.
11.2 The copyright to reports, proposals and other documents arising from the activities of MetrixAnalytics will be vested exclusively in MetrixAnalytics unless otherwise agreed in writing. MetrixAnalytics also has the right to use knowledge increased by the performance of activities for other purposes, in so far as no confidential information is brought to the knowledge of third parties.
11.3 The client shall indemnify MetrixAnalytics from claims of third parties concerning the alleged infringement of ownership rights, patent rights, copyrights or other intellectual property rights as regards the execution of the agreement.
11.4 All materials that are used during training (including software) are protected by a copyright and may therefore not in any form be duplicated without the explicit permission of the author(s). It is not allowed to use teaching materials or to put them entirely or partly, in some way or another at a third party’s disposal.
Article 12: Takeover of personnel
During their period of employment and for two years after termination of their employment, employees of MetrixAnalytics will be bound by a non-competition clause meaning that they may not perform any activities for contacts of MetrixAnalytics. On that basis, Client is not at liberty during the above-mentioned period, notwithstanding prior written permission from MetrixAnalyticss, to employ (former) employees of MetrixAnalytics, or otherwise make use of their services, in whatever legal construction, whether or not for payment. This also applies if the former employee has meanwhile been employed by a third party.
Article 13: Liability
13.1. MetrixAnalytics makes every effort to perform the given assignments to the best of his knowledge and ability and in accordance with the General Conditions of the Vereniging van Trainings- en Opleidingsinstituten in Nederland (Association of Training and Educational Institutes in the Netherlands) (VETRON). MetrixAnalytics thus guarantees the good quality of the performance of the activities. The final result is however just as much dependent on factors that fall outside the MetrixAnalytics’s control, as it is a consequence of the activities of MetrixAnalytics. MetrixAnalytics can therefore give no guarantees with regard to the results to be expected of the activities performed by MetrixAnalytics.
13.2. MetrixAnalytics will not accept any liability towards Client for damage other than damage covered by its liability insurance and to the extent that the insurer will pay should the need arise.
13.3. In cases other than those stated in paragraph 2, liability is limited to the amount charged for the performance causing the damage, or, if a continuing performance contract is concerned, up to the amount of the invoices over a period of 2 (two) months. In no event will the damages amount to more than € 5,000.00 incl. VAT. 13.4. In so far as sporting and sim
ilar activities are part of the contract concluded with MetrixAnalytics, participants in such activities must assess themselves whether their physical state and condition allow them to take part responsibly in such activities. MetrixAnalytics expressly excludes all liability for damage as a result of participation in such activities, both towards Client and towards participant. The provisions of the 2nd and 3rd paragraphs of this article apply equally. 13.5. Any liability of MetrixAnalytics for indirect damage, including consequential damage, loss of profits and damage due to business interruption, is expressly excluded.
MetrixAnalytics will never be liable for damage that is the result of:
a. any breach of the Client or of the participant(s) designated by Client in the performance of his/their obligations, including not rendering sufficient cooperation in the performance of the contract;
b. incorrect and/or incomplete information from and/or information provided too late by the Client. The Client warrants the correctness and completeness of the information essential to the project.
c. MetrixAnalytics is not liable for possible consequential damage from the implementation in the organization of Client or participant of examination projects produced by participant during the course, such as action plans, practical assignments and the like.
13.6. MetrixAnalytics is not liable for the damage done to or loss of documents, information or information carriers which were made available for the execution of the agreement. Nor is MetrixAnalytics liable for damages resulting from the use of information technology and modern means of telecommunication. 13.7. The client is obligated to indemnify MetrixAnalytics from third-party claims resulting from usage of the delivered services, except for in the case where MetrixAnalytics is liable on grounds of this article.
13.8. The MetrixAnalytics is not liable for personal injury, whatever it was caused by and whomever suffered from it, unless the MetrixAnalytics ought to be held liable according to standards of reasonableness and fairness. In such a case, the liability of the MetrixAnalytics is limited to an amount which, according to the standards of reasonableness and fairness, is in proportion to the agreed price.
13.9. MetrixAnalytics does not accept liability for damage done to the (personal) property of participants or clients.
13.10. If the client provides drawings, models or other information or information carriers in the broadest sense of the word for the purpose of the execution of the agreement, the MetrixAnalytics always assumes that copies of documents, papers and the like which are used during the work are in the possession of the client, and/or that the client will keep the original in his/her possession. The MetrixAnalytics can also not be held liable for damages resulting from the use of information technology and means of telecommunication.
13.11. All teaching materials or other materials developed and/or compiled by MetrixAnalytics, stemming from or relating to an assignment or course, are compiled carefully and to the best of MetrixAnalytics’s knowledge. MetrixAnalytics can in no way guarantee the accuracy and completeness of the materials. Therefore, MetrixAnalytics does not accept any liability for damages of any kind regarding these materials.
13.12. If possible, the client shall supply on request substantive information concerning the assignment to be executed, as well as documentation and terminology, if available. Delivery of the respective documents shall always take place at the expense and risk of client.
Article 14: Registration of personal data
14.1. All personal data obtained in the scope of the contract with the participant/Client is kept in strict confidentiality by MetrixAnalytics and handled in accordance with the privacy laws and regulations in force.
14.2. The Analytics data that is obtained by MetrixAnalytics from Client is possibly used, in anonymised form, for (academic) Analytics activities. The data can thus be published, whereby without express permission from the Client, the precise origin of the data will not be reported. Client also provides, by giving MetrixAnalytics the assignment, permission to MetrixAnalytics for the use of the data generated at the location of Client by MetrixAnalytics for the purpose described above and in paragraph 3.
14.3. Name and address details are recorded in the customer database of MetrixAnalytics and are used to keep the person involved informed of courses. The data can be made available to all institutes of MetrixAnalytics with the same purpose as for which the MetrixAnalytics uses the data. If participant does not wish to be sent information other than for his own course, this is respected immediately.
Article 15: Special conditions for Master courses and modules
15.1 The Education and Examination Regulations (EER) adhered to by MetrixAnalytics also apply to the examination of Master courses and modules. These regulations specify for the course which requirements the participant must have met in order to have a right to the diploma or proof of participation. 15.2 If a participant wants to suspend the Master course temporarily, this is possible, provided that the course can be completed before an examination lapses (5 years) and at participant’s own risk. The MetrixAnalytics cannot guarantee that new courses will have started or will start and cannot guarantee that there will still be space in ongoing groups (maximum number of participants). The administration costs amount to € 350.00 excl. VAT.
Article 16: Force Majeure
Besides the general understanding of Force Majeure in legislation and case-law; Force Majeure in the context of these general conditions is defined as: all external causes, either foreseeable or not, on which MetrixAnalytics has no influence, but which prevent MetrixAnalytics from fulfilling its obligations. These causes include, but are not limited to, fire, accidents, illness, strikes, disorder, war, state measures and traffic impediments. In the event of Force Majeure, MetrixAnalytics shall withhold performance of its obligations. In case the period of time in which MetrixAnalytics cannot fulfil its obligations due to Force Majeure exceeds two months, both parties are authorized to terminate the agreement without there being an obligation to pay damages. If the client is a consumer, the right to withhold performance granted in this paragraph, is only valid if this right is also granted to him by law. In case MetrixAnalytics has already partly fulfilled its obligations when Force Majeure occurs, or if it can only partly fulfil its obligations, MetrixAnalytics has the right to invoice the already fulfilled obligations separately, and the client is obliged to pay the invoice as if it were a separate agreement.
Article 17: Termination
In case the client does not fulfil his/her obligations, as well as in the case of bankruptcy, suspension of payment or liquidation of the company, MetrixAnalytics is, without there being any obligation to pay damages, authorized to entirely or partially terminate the agreement or to withhold performance.
Article 18: Claims
18.1. The client should make complaints about the delivered services known as soon as possible and in any case inform MetrixAnalytics of these in writing within ten work days after delivery. Making a complaint does not relieve the client of his/her obligation to pay.
18.2. If the claim is valid, MetrixAnalytics shall correct or replace the delivered services within reasonable time or, in case MetrixAnalytics cannot reasonably meet the request for correction, a discount on the price shall be granted.
18.3. The right of stoppage of the client lapses if the client has adapted or has let someone adapt the delivered services and subsequently has delivered these to a third party.
Article 19: Applicable law and competent court
Every contract between MetrixAnalytics and a Client is governed by Dutch law. Disputes arising from contracts to which these terms and conditions are applicable, will be settled by the competent court in Arnhem.