1.1. Agreement: the agreement between the Contractor and the Client to purchase one or more Training Products from the Contractor.
1.2. Contractor: Flipmonday B.V., established in 2513 BE The Hague, at Juffrouw Idastraat 11 and registered in the trade register of the Chamber of Commerce under number 77601491.
1.3. Training product(s): the education, course or training offered by the Contractor.
1.4. In Company and Custom Trajectories: all Training products that are tailor-made to a Client.
1.5. Individual Guidance and Coaching: a Training product of the Contractor that is not given to a group, but to an individual.
1.6. Open Registration(s): any registration for a Training Product of the Contractor that is not tailor-made and that is open to registration for anyone.
1.7. Client: the Contractor's client. Clients can be:
a. Companies that commission the Contractor to provide In-Company and Customized programs for staff members.
b. Natural persons who (whether or not in the context of exercising a profession or business) participate in a Training product of the Contractor via an Open Registration.
1.8. Conditions: these terms and conditions.
2. Applicability and change of Conditions
2.1. Unless otherwise agreed by letter, the Conditions apply to all agreements with the Client and to additional assignments and follow-up assignments.
2.2. The applicability of any purchase conditions or other conditions of the Client is explicitly rejected.
2.3. The Contractor is entitled to change the Conditions. Changes to the Conditions also apply to existing agreements. The Contractor will publish changes to the Terms and Conditions on https://flipmonday.com/Terms-and-conditions. The amended Terms and Conditions will enter into force 4 weeks after announcement, or as much later as stipulated in the announcement.
3. Rates general
3.1. Payment of the Contractor's invoices must be made within fourteen days of the invoice date, unless stated otherwise on the invoice.
3.2. Invoicing takes place on or after the day on which the first training moment of the training falls, which is facilitated by a trainer (if applicable).
3.3. The Contractor is entitled to suspend its obligations towards the Client, including but not limited to the participation of the Client in a Training product of the Contractor, as long as the Client has not fulfilled all (payment) obligations.
4. Rates In Company and Custom Trajectories, Individual Guidance and Coaching
4.1. Parties can agree on a fixed fee when the Agreement is concluded.
4.2. If no fixed fee is agreed, the fee will be determined on the basis of the hours actually spent. The fee is calculated according to the usual hourly rates of the Contractor, valid for the period in which work is performed, unless a deviating hourly rate has been agreed.
4.3. The Contractor will make an interim invoice for the work monthly or per partial assignment, unless it concerns a small assignment, in which case the Contractor will make an invoice at the end of the assignment.
4.4. The Contractor is permitted to change the rates every six months in the context of a complete rate change, on the understanding that new rates must be communicated to the Client at least one month before they come into effect.
4.5. The Contractor is entitled to pass on price increases if, between the time of the offer and delivery, the rates with regard to, for example, wages have increased.
4.6. The Contractor may increase the fee if it appears during the performance of the work that the originally agreed or expected amount of work was insufficiently estimated at the conclusion of the Agreement to such an extent that the Contractor cannot reasonably be expected to perform the agreed work at the original agreed fee. In that case, the Contractor will notify the Client of the intention to increase the fee or rate. The Contractor will state the size and date on which the increase will take effect.
4.7. Time, travel and accommodation costs associated with transport and overnight accommodation of employees of the Contractor in the context of the assignment can be invoiced by the Contractor to the Client.
4.8. If work is carried out by the Contractor or third parties engaged by the Contractor in the context of the assignment at the location of the Client or a location designated by the Client, the Client will provide the facilities reasonably desired by those employees free of charge.
5. Rates Open Registrations
5.1. The Contractor will invoice Clients of Open Enrolments immediately after registration, regardless of the start date of the Training product.
5.2. Payment must be made before the start date of the Training product at all times.
5.3. Any other assignment-related costs and administration and office costs can be passed on by the Contractor to the Client.
6. Involvement of third parties and replacement of teachers / trainers
6.1. The Contractor has the right to have work performed by third parties.
6.2. The Contractor may, in consultation with the Client, change the composition of the assignment management or the assignment team if it believes this is necessary. The change may not be at the expense of the quality of the Training product and may not adversely affect the continuity of the activities.
7.1. During the execution of the assignment and within one year after the end of the Agreement, neither party may employ or negotiate employment with an auxiliary person (e.g. a freelancer) of the other party.
8. Intellectual Property Law
8.1. All intellectual property rights, including but not limited to copyright, database right, trademark law, trade name law or patent law, and other rights on and in connection with the course material, rest with the Contractor, the teacher and / or third parties.
8.2. The Client is not permitted to reproduce or publish course material in whole or in part without the prior written consent of the entitled party.
8.3. The course material applies exclusively for the Client's own use. The client guarantees that its employees also personally undertake to comply with this condition.
8.4. Nothing in this Agreement shall be construed as a transfer of intellectual property rights in any course material.
9. Confidentiality / Confidential Information
9.1. Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of the Agreement.
9.2. The Contractor will only use the confidential information to (continue to) inform the Client about Training Products or related information.
10. Personal data
10.1. The Contractor uses the personal data it receives from the Client to inform the Client about Training products.
11.1. In the event of cancellation of Open Enrolments and In Company Customized Trajectories, cancellation costs as a percentage of the total training costs and the non-cancellable hotel and / or conference center costs will be invoiced to the Client. The amount of the cancellation costs depends on the term of cancellation, calculated back from the date of actual commencement of the contract:
a. 60 days or more: 0%
b. 59-30 days: 20%
c. 29-8 days: 40%
d. 7 days or less: 80%
11.2. In the event of a change to the start date of Open Enrolments and In Company Custom Trajectories at the request of the Client, change costs will be invoiced to the Client as a percentage of the total training costs and the non-cancellable hotel and / or conference center costs. The amount of the change costs depends on the terms on which the change is made, calculated back from the date of the actual commencement of the assignment:
a. 30 days or more: 0%
b. 29-8 days: 25%
c. 7 days or less: 50%
11.3. In the event of cancellation of Open Registrations, the Client can arrange for a replacement, provided this is communicated to the Contractor in time and provided the replacement fits within the target group of the relevant training.
11.4. It is not permitted to miss part of the assignment without the consent of the Contractor. If the Client receives permission from the Contractor to miss part of the assignment, costs arising from this will be for the account of the Client in accordance with the Contractor's current part-day rate.
11.5. If the Contractor has incurred costs for the hotel and / or conference center for participation, all costs charged to the Contractor by the hotel and / or conference center will be invoiced to the Client.
11.6. Cancellation or change of Individual Guidance and Coaching can be made free of charge up to 6 working days prior to the scheduled appointment. In case of cancellation or change between 5 working days and 3 working days prior to the planned appointment, 50% of the quotation amount will be invoiced to the Client. In case of cancellation or change less than 2 working days prior to the planned appointment, 100% of the quotation amount will be invoiced to the Client.
12.1. Although the utmost care has been taken with regard to the content of the Contractor's Training Products and course materials, the Contractor cannot guarantee the absence of errors in or the completeness of the Contractor's Training products and the course material. The Contractor and the teachers / trainers are, to the maximum extent permitted by applicable law, not liable for such errors or omissions.
12.2. Barring willful intent or willful recklessness on the part of the Contractor, the Contractor is not liable for damage suffered by the Client as a result of participation in a Training product.
12.3. If the Contractor should be liable for any damage, the Contractor's liability is limited to a maximum of the invoice value of the assignment to which the liability relates, with a maximum of € 500,000.
12.4. The Contractor is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption.
12.5. The Client indemnifies the Contractor against any claims from third parties who suffer damage in connection with the performance of the Agreement and which is attributable to the Client.
13. Force majeure
13.1. Illness and temporary or permanent incapacity for work of the Contractor releases the Contractor from complying with the agreed delivery period or from his obligation to deliver, without the Client being entitled to compensation.
13.2. If the force majeure situation lasts longer than 2 months, each of the parties is entitled to dissolve the Agreement without any obligation to pay compensation to the other party.
13.3. Insofar as the Contractor has in the meantime partially fulfilled or will be able to fulfill the obligations under the Agreement at the time of the commencement of force majeure and independent value can be attributed to the part fulfilled or to be fulfilled respectively, the Contractor is entitled to separate the part already fulfilled or to be fulfilled respectively to declare. Client is obliged to pay this invoice as if it were a separate agreement.
14.1. Complaints about the services provided by the Contractor can be submitted by the Client by e-mail via the e-mail address email@example.com. Client can also contact telephone number +31 (0) 85 - 0043 918 regarding complaints.
14.2. The contractor will confirm receipt of complaints to the complainant by e-mail within 14 days.
15. Applicable law
15.1. All legal relationships to which the Contractor is a party are exclusively governed by Dutch law, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship is domiciled there.
15.2. The court in The Hague has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise.
15.3. The parties will only appeal to the courts after they have made every effort to settle a dispute in mutual consultation.