General terms and conditions 2019 of Kenneth Smit filed by Rotate BV located in Eindhoven. Filed with the Chamber of Commerce in Eindhoven under number 17071065.

1. Definitions

Rotate BV operates a professional organization of cooperating independent trainers, each of whom also uses the trade name Kenneth Smit (hereinafter referred to as KS). KS also offers (subscriptions to) services via an online environment (whether or not in combination with training) (hereinafter referred to as Online Service) and the option for business customers to book open training courses online. In these general terms and conditions, KS is defined as the contractor, being the (legal) person who has committed to providing training (also including: courses and coaching) and/or providing access to the Online Service.

The client is anyone who enters into an agreement with KS to provide training, provide other services or purchase (a subscription to) the Online Service(s).

The participant is anyone who, on the basis of an agreement between the client and KS, follows any training from KS or uses the Online Service.

A company training is a training that is booked for employees of only one client.

An open training is a training for which anyone can register, of course until the number of available places to be determined by KS has been filled.

The Online Service is the digital environment in which, among other things, performance measurements can be made, push messages can be sent to improve that performance, advice is provided on certain topics, and/or other services offered via the online environment, whether or not combined with physical training on various topics, to which the client (in the case of a subscription) can gain access.

The Online Booking System is a system on the KS website that makes it possible to book open training courses online for business customers

2. Applicability

A quotation issued by KS expires after 14 days and is revocable. KS is only bound by any obligation insofar as this is apparent from a written agreement.

The persons who submit the quotation do so on behalf of the (legal) person mentioned in the quotation as contractor and are not personally associated with it. The client agrees that KS will have the agreement executed under its responsibility by persons affiliated with it or, if necessary, third parties. The applicability of art. 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is expressly excluded.

3. Rules of conduct for training

1. Self-motivation and optimal input are expected from the participants.
2. The manager(s) present on behalf of the client are expected to have a proactive attitude in supporting the participants both during and after the training.
3. During working periods, participants will not be disturbed by incoming or outgoing messages, unless there are urgent circumstances.
4. The participants must actively follow the training; If a participant exhibits such disruptive behavior that this behavior has a negative impact on the results of the other participants, he may be denied the right to further participation, without prejudice to the client's obligation to pay in full for the participation of the participant in question. the training in question.
5. KS cannot be held liable in any way for the behavior of the participants and the consequences thereof.

4. Choice of training location

1. To achieve good results, the training location must meet the requirements set by KS.
2. A suitable training location will be reserved by mutual agreement for industry and company training.
3. Changing the training location cannot be a reason for the client to cancel the assignment.

5. Online service

1. In the event that the client purchases (a subscription to) the Online Service, KS will provide the client with the codes and instructions to log in to this Online Service after receipt of the agreed (monthly subscription) fee. The client will keep these codes and instructions carefully and will under no circumstances provide them to third parties.
2. Only employees of the client or the client itself are entitled to log in to the Online Service. Login codes are personal and not interchangeable. The client and/or employee will under no circumstances grant third parties who do not belong to the client's organization access in any way to the Online Service or the content and messages posted therein.
3. It may be decided at any time to remove, change or convert content and messaging from the Online Service to another format. In that case, KS is not obliged to reimburse any costs or damage.
4. It may happen that the Online Service cannot be reached, for example due to maintenance or malfunctions. In that case, KS is not obliged to compensate any costs or damage, unless there is intent or deliberate recklessness. Only if the Online Service is unavailable for more than three days in a month, KS may decide (but is under no circumstances obliged to do so) to fully or partially refund the subscription fee for the period in question, at most pro rata.
5. KS is at all times entitled to immediately deny the client access to this digital Online Service in the event that the client acts contrary to what is stipulated in these general terms and conditions or any further agreement between the parties. In that case, KS is not obliged to compensate any costs or damage.
6. To the extent that training is also provided in the context of the Online Service, Articles 3, 4, 8, 9, 11, 12, 13, 14, 15 of these general terms and conditions apply in full to the training part of the Online Service.

6. Duration and termination of Online Service subscription

1. Unless other agreements are made with the client, agreements (subscriptions) with regard to the Online Service are entered into for one year. After the end of the term, the agreement will be automatically extended for the same period, unless either party terminates the agreement in writing no later than three months before the end of this period.
2. Furthermore, KS is entitled to terminate the agreement with immediate effect and to deny the client access to the Online Service as soon as the client applies for suspension of payments or bankruptcy, as soon as the client is declared bankrupt or as soon as the client is liquidated. commences or a dissolution decision has been taken with regard to the client.
3. In the event that KS decides at any time to no longer offer the Online Service, for example because it is no longer profitable or takes too much time, it is entitled to cancel the agreement with (the subscription of) the client with a notice period of three months. In that case, the client will receive a pro rata refund of the subscription fee for the remaining months.
4. In the event that KS or the client terminate the agreement on the basis of sub a, b or c, they are not obliged to compensate any costs or damage to the other party.

7. Prices

For all training and other activities of KS and for (the subscription to) the Online Service, the prices will be charged in accordance with the agreement. All prices mentioned are exclusive of VAT, unless stated otherwise.
KS does its utmost to show the correct prices. However, it may happen that prices are displayed incorrectly. All prices stated in the quotation and in the online booking system are subject to pre-programming errors, typographical errors and other inaccuracies.

8. Accommodation and subsistence costs

The costs of the accommodation where KS training courses take place, as well as travel and accommodation costs of the participants and the KS trainer, are always borne by the client, unless otherwise stated in the agreement.

9. Payment terms for training courses

1. KS will always be able to demand payment from the client of the costs of the training and/or other services prior to providing the training, and prior to providing other services, including the accommodation costs of the participants and the rental of the accommodation.
2. All invoices from KS must be paid by the client, without compensation or other deductions, no later than 14 days after the invoice date, but, if this concerns a shorter period, always no later than 14 days before the start of the training in question, or, if applicable, no later than 14 days prior to the provision of another service to be purchased by the client from KS to which the invoice relates. If the assignment must be carried out within 14 days after it was granted, the invoiced amount must be paid immediately after invoicing.

10. Online Service Payment Terms

1. With regard to the Online Service, the client pays the fee monthly in advance for access to the Online Service for the agreed subscription period, unless other agreements are made.
2. All invoices from KS with regard to the Online Service must be paid by the client no later than 14 days after the invoice date, without compensation or other deductions.
3. The customer must pay KS the amounts due as a result of an online booking using the payment method as stated on the Online Booking System on the website.

11. General payment terms

1. The day of payment will always be the value date of credit to the relevant statement of KS's bank or giro account. Under no circumstances will the client be able to invoke any debt settlement with regard to the payment referred to here without the express and written permission of KS.
2. If and as soon as the client exceeds the payment terms referred to above under 9 b and 10 b, he will be in default without further notice of default and/or summons from KS being necessary.
3. If and as soon as the client is in default as referred to under b above, KS has the right to outsource the collection of the overdue invoice amounts to third parties without further notice. The costs of collection, judicially and/or extrajudicially incurred by KS, will always be borne by the client. Extrajudicial collection costs will be payable by the client as soon as KS outsources the collection of any amount to third parties as mentioned above; these extrajudicial collection costs will always amount to at least 15% of the amount to be claimed with a minimum of Euro 160,00, without prejudice to KS's right to charge a higher amount for extrajudicial collection costs if the actual extrajudicial collection costs turn out to be higher .
4. If and as soon as the client is in default as referred to above under c, he will owe interest of one twelfth per month on all due amounts of all unpaid invoices from KS, without any further summons and/or notice of default being necessary. part of the statutory interest as referred to in art. 6:119a BW increased by 1% (the statutory interest + 1%)/12, whereby part of a month will count as a whole month, without prejudice to KS's right to full compensation for all costs resulting from the default by the damage to be suffered by the client, as well as without prejudice to the judicial and extrajudicial collection costs referred to above under c.
5. If and as soon as the client is in default as referred to above under b, all claims of KS on the client, regardless of the cause, will become immediately due and payable and the client will also be deemed to be in default with regard to the claims referred to here. and with regard to the claim referred to here, what is stated under 8 sub a and b, 9 sub a and b and 10 sub a to d will apply mutatis mutandis.

12. Cancellation of training

If the client cancels the training or does not show up, he is nevertheless obliged to pay KS all agreed fees.

13. Cancellation of training due to force majeure

The provisions of Article 12 also apply in the event of cancellation due to force majeure on the part of the client. In this case, however, KS allows the client to participate in the same training within three months after the planned training, provided that it is on the program and not fully booked, or to agree on a new date within this period in consultation with KS. come for a company training, if KS has such a date available.

14. Cancellation of training courses to be completed

If the client agrees with KS to undertake a certain number of training courses and/or other work to be completed in a certain period and fails to undertake these in the agreed period, or terminates the agreement prematurely, the agreed compensation and costs are due in full as if all agreed training and/or other work had been purchased.

15. Partial participation in training

1. Participants who are not permanently present during a training course remain liable for the total training and accommodation costs.
2. If a participant participates in an open training, but is forced to interrupt the training prematurely during this meeting due to force majeure or illness, the client remains liable for the full training amount. In consultation with KS and only for a fee to be specified by KS, the participant can participate in a replacement training, if available, or, if applicable, in part of it. The aforementioned compensation will be borne by the client.

16. Liability

1. KS will make every effort to carry out the agreed work to the best of its knowledge and ability in accordance with the requirements of good workmanship, all in accordance with what may be expected in the context of the task assigned to KS. This obligation has the character of a best efforts obligation, because no guarantee is given with regard to the result of the service provided by KS.
2. The client guarantees the reliability and completeness of the data made available to KS. KS is not liable for damage caused by incompleteness or defects in the information provided by or on behalf of the client.
3. KS is only liable to the client for direct damage that is the direct result of a shortcoming in the performance of the agreement attributable to KS.
4. The maximum liability of KS for training or other work is limited to the amount of the fee (excluding sales tax) of the relevant assignment. If and insofar as the agreement is a continuing performance agreement, the damage due to attributable shortcomings will in no case amount to more than the price stipulated in the applicable agreement (excluding sales tax) for KS's performance in the period of 1 month prior to KS's shortcoming. .
5. The maximum liability of KS with regard to (a subscription to) the Online Service is limited to the amount of the subscription fee (excluding sales tax) pro rata for the period of 1 month prior to KS's shortcoming.
6. For the amounts referred to in this article, the full compensation will never amount to more than EUR 25.000,00 and will be reduced by the credits stipulated by the client and granted by KS.
7. The condition for the existence of any right to compensation is that the client reports the damage in writing to KS as soon as reasonably possible after its occurrence, but in any case within 8 days after discovery.
8. KS is not liable for damage in any way arising from or relating to unauthorized use of the (Online) services.
9. The exclusions and limitations referred to in Articles 16.d to 16.f will lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of KS.

17. Limitation

Any claim against KS lapses 1 year after it arose.

18. Working materials

The costs of all work materials are included in the costs of the training that the client purchases.

19. Intellectual Property Rights

1. The client acknowledges that all intellectual property rights (including copyright and know-how) on the training courses offered by KS, the other work performed by KS, the (content of the) Online Service and the work material belong exclusively to Rotate BV or its partners.
2. With regard to the training courses, KS only grants a right of use for the use of the work material in the context of the training, but it is expressly not permitted to publish and/or reproduce the work material in any way without prior written permission from KS. Reproduction (digital or in paper form) of the work material within the organization of the client and/or participant is also not permitted. In this agreement, work material means all matters that have been made available to the contractor and/or the participant (digitally and/or in paper form) in the context of the training, such as presentations, handouts, workbooks, articles, overviews, leaflets and brochures, including all texts and images contained therein.
3. With regard to the Online Service, KS only grants a right of use to open the content via the online environment and to display it on a digital device (such as a computer, smartphone or tablet). Storing, printing or making public in any other way and/or reproducing (digitally or in paper form) the content, whether or not within the client's organization, is not permitted.
4. If the client and/or participant acts contrary to this article, he or she is jointly and severally liable to KS for an immediately payable fine of EUR 10.000,00 per event, whereby KS reserves the right to compensation for the damage actually suffered as a result of this action. to claim.

20. Confidentiality

All information that comes to the attention of the parties in the context of the collaboration between KS and the client is considered strictly confidential and treated as such. All trainers affiliated with KS have committed themselves to confidentiality.

21. Disputes

1. All disputes between KS and the client regarding any agreement to which these terms and conditions apply, including those that are regarded as such by only one of the parties, will be adjudicated, including in summary proceedings, by the court in 's-Hertogenbosch. Dutch law will always apply to all agreements with KS.
2. If the client uses general terms and conditions that may apply to any KS agreement, the general terms and conditions of KS will always prevail over the terms and conditions used by the client.

22. Conversion

If any provision of these general terms and conditions proves to be void or is annulled in court, this will not affect the effect of the other provisions. In that case, KS is entitled to replace the relevant clause with a clause that approximates its scope as closely as possible without being void or voidable.