General Terms and conditions In Company RadboudCSW

SECTION I - GENERAL

The provisions laid down in this section I apply if RadboudCSW has entered into an Agreement with the Contract Party.

1. Definitions

Agreement: the agreement with respect to all activities in relation to developing, offering and organising an advanced programme / training course in the widest sense of the word or the agreement to attend the advanced programme / training course in the widest sense of the word.
Contract Party: the party that has entered into an Agreement with RadboudCSW.
Course Participant: the natural or legal person who has entered into an Agreement with RadboudCSW to attend an advanced programme / training course.
Client: the natural or legal person who has entered into an Agreement with RadboudCSW to have an advanced programme / training course organised by RadboudCSW.
Parties: RadboudCSW and Contract Party together.

2. General

1. These General Terms apply to each offer and each Agreement between Parties to which RadboudCSW has declared these General Terms applicable.
2. Any additions to and / or provisions varying from these General Terms are only valid if agreed on in writing.
3. Any general purchase or any other terms that may be used by the Contract Party only apply if Parties have agreed on this in writing. 
4. In the event one or more provisions in these General Terms are void or have been voided, the other provisions in these General Terms will continue to apply in full. Parties will then consult each other in order to agree on new provisions to replace the provisions that are void or have been voided; Parties will see to it that the purpose and scope of the original provision(s) are taken into consideration as much as possible.
5. In the event of conflict between one or more provisions in these General Terms and one or more provisions in the Agreement, the provision(s) in the Agreement will prevail.

3. Offers

Any offers and quotations made by RadboudCSW remain valid for a period of 14 days, unless the offer or quotation explicitly states otherwise.

4. Prices of Courses / Fees

All prices are 0% VAT included and other levies imposed by the authorities, as well as exclusive of possible costs incurred in the context of the Agreement, including, amongst others, dispatch and administration costs, unless stated otherwise.

5. Payment

1. Invoices must be paid within 14 days following the invoice date by payment into a bank account as designated by RadboudCSW. Any objection raised to the amount invoiced does not suspend the payment obligation. 
2. The Contract Party is in default – without a default notice being required – by the mere lapse of a payment term, regardless whether exceeding the payment term can be attributed to the Contract Party or not. Without prejudice to any other of its rights and remedies, RadboudCSW is then entitled to charge interest at 1% per month on the sum due, to be calculated as from the relevant due date.
3. Any payments received apply first to settle the oldest outstanding amounts, including any interest and costs.

6. Performance of the Agreement

1. RadboudCSW undertakes to perform the Agreement to the best of its knowledge and to the best of its abilities.
2. RadboudCSW has a best-efforts obligation with respect to the quality of the advanced programme / training course and will monitor the quality. 
3. The Contract Party shall ensure that any data of which RadboudCSW indicates that these are required, or of which the Contract Party should reasonably understand that these are required for the performance of the Agreement will be made available to RadboudCSW in time. If the data required for the performance of the Agreement are not made available to RadboudCSW in time, RadboudCSW will be entitled to suspend the performance of the Agreement and/or charge the Contract Party for any extra costs arising from the delay at the then current RadboudCSW rates.
4. RadboudCSW is not liable for damage, of whatever nature, as a result of RadboudCSW’s acting upon incorrect and / or incomplete data provided by the Contract Party, unless RadboudCSW should have been aware of the incorrectness or incompleteness of the data concerned.

7. Force Majeur

1. In the event of circumstances beyond RadboudCSW’s control, i.e. a failure to perform which cannot be imputed to RadboudCSW because the failure can neither be attributed to RadboudCSW’s fault nor can it be attributed to RadboudCSW pursuant to the law, a legal act or according to generally accepted standards, RadboudCSW shall promptly inform the Contract Party about this, thereby both stating the cause, the nature, the expected duration of the force majeure situation and indicating which obligations in the Agreement cannot be met as a result of the force majeure situation.
2. Circumstances which are considered to be circumstances beyond RadboudCSW’s control are, amongst others but not limited to: war, terrorism, government measures, traffic congestions, strikes, calamities and natural disasters, accidents, delayed deliveries by suppliers and/or failures of suppliers to deliver.
3. In the event of a force majeure situation, RadboudCSW is entitled 
   a. to suspend performance of the obligations referred to in paragraph 1 of the present article for the duration of the force majeure situation, or
   b. to terminate the Agreement, either in full or in part, without being obliged to compensate any damages.

8. Termination for breach

1. RadboudCSW is entitled to terminate the Agreement for breach (ontbinden), either in full or in part, with immediate effect and without judicial intervention, by post or by email, without being obliged to compensate any damages and without prejudice to RadboudCSW’s right to claim specific performance in lieu of termination and without prejudice to RadboudCSW’s right to claim damages, in the event:
   a. the Contract Party fails to meet any of its obligations under the Agreement and fails to remedy this default within 14 days following the dispatch date of the notice of default;
   b. RadboudCSW becomes aware, after the Agreement has been entered into, of circumstances that provide good reason for RadboudCSW to assume that the Contract Party cannot meet its obligations under the Agreement;
   c. the Contract Party files for suspension of payment or is granted suspension of payment;
   d. a request has been filed for the Contract Party’s liquidation or the Contract Party has been declared insolvent;
   e. a substantial part of the Contract Party’s assets has been attached.
   f. the Contract Party or Course Participant misbehaves during an advanced programme / training course and causes damage to RadboudCSW or an employee of RadboudCSW.
2. In the event RadboudCSW terminates the Agreement by virtue of this article, any outstanding claim of RadboudCSW becomes immediately due and payable by the Contract Party.
3. In the event the Contract Party fails to perform or to perform in time, the Contract Party is always obliged to compensate – within reason – any legal and other costs incurred by RadboudCSW to remedy the Contract Party’s failure to perform or perform in time.

9. Intellectual  Property Rights

1. RadboudCSW reserves all rights and entitlements that RadboudCSW has pursuant to the Copyright Act (Auteurswet) and/or other statutory provisions with respect to intellectual property rights.
2. The Contract Party is entitled to use the goods or services (such as course materials, advice provided, etc.) delivered or made available by RadboudCSW to the Contract Party and / or documentation or data carriers made available by RadboudCSW by reason of activities and / or services to be performed, all of this in the widest sense of the words, for the Contract Party’s own use, provided the Contract Party has fulfilled its financial obligations. The goods, documentation and / or data carriers provided by RadboudCSW may not be multiplied, made public or provided to third parties or made available for third parties’ use by the Contract Party without RadboudCSW’s prior permission in writing.
3. The Contract Party is not permitted to change or to remove any indication with respect to the rights referred to in paragraph 1 of the present article nor is it permitted to change or to remove any indication of trademarks or trade names of RadboudCSW or third parties, be it in or on the goods or products delivered or made available by RadboudCSW to the Contract Party and / or in or on documentation or data carriers made available by RadboudCSW to the Contract Party by reason of activities and / or services to be performed, all of this in the widest sense of the words, nor is the Contract Party permitted to have these changed or removed.
4. RadboudCSW is entitled to use any knowledge it acquires in the performance of the Agreement for other purposes, provided no confidential information is communicated to third parties.
5. In the event the Contract Party breaches any of the provisions in this article, an immediately payable penalty amounting to € 5,000 will be due to RadboudCSW for each breach, without prejudice to RadboudCSW’s right to full compensation for the damage suffered.
6. The provisions in this article will survive the termination of the Agreement.

10. Confidentiality

1. The Contract Party undertakes, both during the term of this Agreement and following its end, to observe secrecy with respect to the confidential information that the Contract Party has become aware of, not to make this confidential information known to third parties in any way and / or to allow third parties to use this information and to use this information exclusively for the purpose for which it was made available to the Contract Party.
2. Confidential information is understood to mean:
   a. all written and oral information or information made available in any other way, either directly or indirectly, that has been labelled as confidential and / or information of which the Contract Party knows or should know that it is of a confidential nature;
   b. all product, marketing, client and / or company data including data provided in the offer that have been labelled as confidential and / or data of which the Contract Party knows or should know that they are of a confidential nature. 
3. The obligations described in this article do not apply for information:
   a. which was already generally known at the moment it was provided; 
   b. which, after it was provided, is published or made public in any other way, unless such publication is unlawful with respect to this Agreement or any other agreement;
   c. which the Contract Party already lawfully possessed at the moment it was provided;
   d. which, after it was provided, was obtained from a third party who lawfully obtained this information without having breached any obligation towards RadboudCSW. 
4. In the event the Contract Party breaches any of the provisions in this article, an immediately payable penalty amounting to € 5,000 is due to RadboudCSW for each breach, without prejudice to RadboudCSW’s right to full compensation of the damages suffered.

11. Liability

1. RadboudCSW exclusively accepts liability for any damage suffered by the Contract Party that is caused by an imputable failure to meet any of its obligations under the Agreement, if and in so far as this liability is covered by RadboudCSW’s insurer and to the amount paid out by the insurer.
2. In the event the insurer should not pay, or if the damage is not covered by the insurance, RadboudCSW’s liability is limited to the invoice amount of the order in question, more specifically, the execution of that part of the Agreement for which RadboudCSW is held liable.
3. Liability as referred to in this article is limited to direct damage.
4. Direct damage is exclusively understood to mean:
   a. reasonable costs incurred to determine the cause and the scope of the damage and loss, in so far as determining this is related to any damage and loss within the meaning of these General Terms;
   b. any reasonable costs incurred to make RadboudCSW’s defective performance meet the provisions laid down in the Agreement, unless the defective performance cannot be attributed to RadboudCSW;
   c. reasonable costs incurred to prevent the damage or limit the loss in so far as the Contract Party demonstrates that these costs have resulted in limiting the direct damage within the meaning of these General Terms.
5. Under no circumstances is RadboudCSW liable for indirect damage, including consequential damage, lost profits, lost savings and loss as a result of business interruptions.
6. The limitation of liability for direct damage laid down in these General Terms does not apply if the damage is caused by RadboudCSW’s intent or gross negligence or by the intent or gross negligence of a person under RadboudCSW’s control.

12. Privacy

1. RadboudCSW enters all data that the Contract Party makes available to RadboudCSW for the performance of the Agreement into its administration.
2. Personal data are processed with due care and are protected in accordance with the requirements laid down in the law, more specifically in the General Data Protection Regulation.
3. RadboudCSW’s Privacy Policy has been made public on RadboudCSW’s website.

13. Applicable law

These General Terms and the Agreement are governed by the laws of the Netherlands.

14. Competent court

Any dispute arising from or in connection with these General Terms or the Agreement must be submitted to the competent judge of the District Court of Gelderland.

SECTION II - ORGANISATION OF AN ADVANCED PROGAMME/TRAINING COURSE

The provisions laid down in this section II apply, apart from the general provisions (Section I) of these General Terms, if RadboudCSW has entered into an Agreement with the Contract Party to organise an advanced programme / training course.

15. Formation of the Agreement

The Agreement is concluded as soon as the Client has accepted the offer or quotation made by RadboudCSW in full and in writing.

16. Execution of the contracted activities

1. After the Agreement has been concluded, RadboudCSW will start on time with organising the advanced programme / training course, unless agreed on otherwise.
2. If RadboudCSW considers this to be necessary, useful or required for the proper performance of the contracted activities, RadboudCSW will be entitled to transfer execution of the Agreement, in whole or in part, to a third party.
3. The term set by RadboudCSW for execution of the Agreement (‘completion time’) is not considered as a strict deadline, unless otherwise agreed on in writing. If Parties have set a completion time and this term is exceeded, the Client will not be entitled to claim damages; the Client is obliged to send RadboudCSW a notice of default, setting a reasonable period of time for RadboudCSW to execute the Agreement as yet.

17. Changes in the contracted activities

1. Any changes, of whatever nature, in the originally contracted activities must be agreed on by Parties in writing.
2. The originally agreed on term for the execution of the Agreement (‘completion time’) will cease to apply following the change. Parties shall agree on a new term in writing.
3. If the performance of the contracted activities fails to produce the result intended by the Client, RadboudCSW will inform the Client of this and enter into consultations with the Client about a follow-up. In that event, RadboudCSW can still claim payment of the fee agreed on, unless Parties decide otherwise in writing.

18. Fees

1. Parties agree in writing on the fee to be paid.
2. In the event Parties have entered into an Agreement with a duration of more than one year or an Agreement for an indefinite period of time, RadboudCSW is entitled to raise the fee, each calendar year, to a maximum of the index for the Collective Bargaining wages, contractual wage costs and employment duration, SBI 2008 sector P Education in the government sector (Cao-lonen, contractuele loonkosten en arbeidsduur, SBI 2008 sector P Onderwijs uit sector overheid), all of this in conformity with the methodology applied by the Netherlands Central Bureau for Statistics (Centraal Bureau voor de Statistiek, CBS). RadboudCSW shall inform the Client, in writing, about this rise at the latest three months before the beginning of a new budget year.
3. If the rise exceeds the maximum referred to in paragraph 2 of the present article and the Client does not agree to this rise, Parties will start negotiations about the fee in order to decide on a new fee.
4. If Parties cannot reach agreement about the new fee as referred to in paragraph 3 of the present article, each of the Parties is entitled to terminate the Agreement, as from the end of the current budget year, by giving written notice of termination to the other Party, on the understanding that any contracted activities that have not been performed will as yet be completed. 
5. 5. In the event the Agreement has a duration of more than three months, RadboudCSW is entitled to invoice at regular intervals.