GENERAL TERMS AND CONDITIONS ESTONIAN SCHOOL B.V.
VERSION FROM 1 AUGUST 2018, REGISTERED AT THE CHAMBER OF COMMERCE
1 Identity of the business owner
Estonian School B.V.
Trading under the name: Estonian School B.V.
Statutory & visiting address: G. Westenbergstraat 8 at (7415 CP) Deventer
Telephone: +31 6 52 65 30 05
Availability: Monday to Friday from 8.30 a.m. to 5.00 p.m.
Email: firstname.lastname@example.org (emails are usually also answered outside of office hours)
Chamber of Commerce number: 71426760
VAT identification number: NL858711400B01
- These general terms and conditions apply to all agreements, offers and tenders under which Estonian School B.V., hereinafter referred to as “Business Owner”, commit to perform activities and/or provide services to a (legal) person, hereinafter referred to as “Client”.
- The provisions contained in these General Terms and Conditions were made on behalf of the directors and employees of the Business Owner and any other support staff potentially involved in the execution of an Agreement.
- Application of the general terms and conditions of the Client is expressly rejected in advance by the Business Owner.
- The Business Owner shall have the right to amend these general terms and conditions. The Client shall be deemed to have accepted any amendments to the General Terms and Conditions if he has not notified the Business Owner of his objections in writing within seven days of the Business Owner’s notification of the amendment.
- Insofar as an Agreement contains provisions that are contrary to these general terms and conditions, the provisions of the Agreement shall prevail.
- Where in these general terms and conditions reference is made to “in writing”, this shall also be understood to mean “by e-mail”.
- Insofar as these general terms and conditions have been translated into a language other than Dutch, the Dutch text shall always prevail in the event of any discrepancies.
Consumer shall mean any natural person who is acting outside of his or her trade, business or profession;
Services shall mean the services offered by the Business Owner;
Business Owner shall mean the private company with limited liability Estonian School B.V;
Client shall mean any natural person or legal entity who has entered into an Agreement with the Business Owner or who intends to do so;
Agreement shall mean the written agreement between the Client and the Business Owner in which the specific conditions and circumstances, including the type of Service, under which the Business Owner shall perform work for the Client are laid down.
4 Formation and content of the Agreement
- All offers and quotations by the Business Owner are without obligation and can be revoked by the Business Owner at any time, even after the offer has been accepted by the Client.
- The Agreement between the Client and the Business Owner is established either by signing and returning by the Client of the quotation submitted by the Business Owner to the Client or by the Client signing and returning of the order confirmation sent by the Business Owner to the Client.
- The Parties shall agree on the duration, rate and supplementary conditions of the Agreement.
5 Consumer’s Right of Revocation
- Insofar as the Agreement between the Business Owner and the Consumer is concluded on a remote basis, the Consumer may terminate the Agreement up to 14 calendar days after it has been concluded, free of charge and without needing to give a reason.
- If the Consumer wishes to terminate the Agreement in accordance with subsection 1, the Consumer shall terminate the Agreement in writing by means of an unambiguous statement to the Business Owner. This statement of termination must be sent by the Consumer within the period specified in subsection 1. The Consumer may use the standard form set out in subsection 3 which, in any case, shall be seen as an unambiguous statement.
- The standard form referred to in subsection 2 shall be as follows:
Estonian School B.V.
G. Westenbergstraat 8
7415 CP Deventer
I/We* hereby give notice that I/We* cancel our Agreement
for the following service: [service description]*
Ordered on*/received on* [date of order]
[Name of Consumer(s)]
[Address of Consumer(s)]
[Signature of Consumer(s)](only if this form is submitted in writing)
*Delete as appropriate and complete if applicable.
- The Business Owner shall reimburse all payments made by the Consumer immediately, but in any case within 14 days following the day on which the Business Owner received the notice of termination of the Agreement by the Consumer. The Business Owner shall use the same means of payment used by the Consumer, unless the Consumer expressly agrees to another means of payment. The Business Owner shall not charge any costs for the refund.
6 Execution of the Agreement
- The Client is obliged to provide all necessary cooperation for the correct and timely execution of the Agreement. If applicable, the Client shall provide adequate system management, i.e. ensure that the system works properly and safely. The Client guarantees the correctness, completeness and reliability of the data supplied by him or on his behalf. At the request of the Client, the Business Owner shall return the documents made available to the Client after execution of the Agreement.
- The Business Owner shall carry out the Agreement in accordance with applicable (professional) regulations and shall carry out the work to the best of his ability and as a carefully acting service provider. The Business Owner reserves the right to have the work carried out by another party.
- An agreed delivery timescale shall always be regarded as a target and not as a deadline.
- All obligations on the part of the Business Owner towards the Client shall be regarded as an obligation to perform to the best of his ability. The Business Owner cannot guarantee the result of the obligation(s) he has fulfilled and/or will fulfill.
7 Price and payment
- Unless expressly agreed otherwise, the Client shall be liable to the Business Owner for a fixed fee, which shall be determined by the Business Owner and shall be included in his offer and/or quotation. Rates shall be adjusted annually. All rates include VAT and any other levies.
- The Client is obliged to pay the invoiced fee within 14 days of the invoice date without any deduction, discount or setoffs. The Client may not delay liability for invoice payment. Without notice of default being required, the Client shall be in default upon the simple falling due of the payment terms, which shall be regarded as a strict deadline. Once the payment terms have fallen due, the Client will owe statutory commercial interest and compensation for external collection costs, which will amount to at least 15% of the principal sum due, with a minimum of € 200.00. If the Client is a Consumer, the Client shall owe statutory interest and external collection costs once the Consumer has been reminded to pay and payment has not been made within 15 days after the reminder has been received by the Consumer.
- The Business Owner shall at all times be entitled to demand a guarantee from the Client for the fulfillment of his (payment) obligations. The Business Owner shall at all times be entitled to suspend his obligations arising under the Agreement until the guarantee required by the Business Owner has been provided by the Client.
- The Client must immediately check the accuracy and completeness of the work performed and the documents or services received from the Business Owner and inform the Business Owner in writing of any complaints as soon as possible, but no later than within one month. Thereafter, the Client can no longer claim that the performance of the Business Owner constitutes a shortcoming in the fulfillment of the Agreement, and all his rights arising from the agreement shall be considered unenforceable, unless the Client can demonstrate that he could not have reasonably discovered the shortcoming earlier.
- Holding onto or paying invoices without complaint shall mean that the Client is content with the work done and the amount invoiced, including time spent, rates and expenses.
- If the Client has made a complaint known in a timely manner as described in subsection 1 of this section, the Business Owner and the Client shall consult with each other as soon as possible. Complaints do not put payment liability on hold.
9 Termination of the Agreement
- If the Client and the Business Owner have agreed to an Agreement for a definite period of time, this Agreement shall end automatically and the Client shall not be able to terminate the Agreement prematurely. If the Client and the Business Owner have agreed to an Agreement for an indefinite period of time, the Client may terminate the Agreement in writing at the end of the month with due observance of a notice period of three months. Without stating reasons, the Business Owner shall be entitled to terminate the Agreement in writing (prematurely) at the end of the month with due observance of a notice period of one month.
- If the Customer is a Consumer, the Consumer may, in derogation from the first and second sentences of subsection 1, terminate the Agreement at any time in writing at the end of the month with due observance of a notice period of one month. In that case, the Business Owner will be entitled to payment of the costs incurred in connection with carrying out the Agreement, compensation for damages pursuant to Section 406(2) of Book 7 of the Dutch Civil Code, and reasonable compensation pursuant to Section 411 of Book 7 of the Dutch Civil Code. If the Services consist of participation by the Consumer in a course, congress, lecture, workshop, study day, excursion, training or a form of Services of similar nature, the Consumer may terminate the Agreement in writing with due observance of the following fee:
- Until two months before start: free of charge;
- From two to one month before the start: 25% of the price;
- From one month to 14 days before the start: 50% of the price;
- 14 days or less before the start of or during the execution of the Agreement: 100% of the price.
- The Agreement may be terminated with immediate effect by the Business Owner by means of a written statement to the Client if the he fails to comply with one or more of the provisions of the Agreement or these general terms and conditions, without prejudice to the Business Owner’s right to claim damages from the Client.
- The Agreement may also be terminated by the Business Owner with immediate effect by means of a written statement to the Client if:
- The client files for bankruptcy or is declared to be bankrupt;
- The Client applies for, or obtains, a suspension of payments;
- The debt rescheduling provisions pursuant to the Natural Persons Debt rescheduling Act (Wet Schuldsanering natuurlijke personen) is declared applicable to the Client;
- All or part of the Client’s goods have been seized;
- The client passes away;
- The Client goes into liquidation;
- The Client goes into receivership or administration;
- After entering into the Agreement, other circumstances become known to the Business Owner that give him good reason to believe that the Client will not fulfill his obligations;
all this without prejudice to the Business Owner’s right to claim damages from the Client.
10 Force majeure
- Force majeure on the part of the Business Owner shall be deemed to exist if the Business Owner is prevented from fulfilling his obligations under the Agreement or from preparing to do so as a result of circumstances that he cannot reasonably influence. Force majeure shall in any event cover: (i) force majeure of subcontractors of the Business Owner, (ii) failure to properly fulfill obligations of subcontractors prescribed by the Client to the Business Owner, (iii) defective goods, equipment, software or materials of third parties whose use has been prescribed by the Client to the Business Owner, (iv) government measures, (v) power failure, (vi) war, (vii) occupation, (viii) strike, (ix) general transport problems and (x) unavailability of one or more employees of the Business Owner for any reason whatsoever.
- An agreed delivery timescale shall be extended by the period during which the Business Owner was prevented from fulfilling his obligations due to force majeure.
- If the delivery timescale is delayed by more than three months due to force majeure, both the Business Owner and the Client shall be entitled to partially terminate the Agreement in respect to the non-performance.
11 Intellectual property
- The intellectual property rights of the Business Owner to all that he provides to the Client for the execution of the Agreement, including all drawings, illustrations, calculations, designs, processes and models, shall remain vested in the Business Owner and may only be used by the Client for the execution of the Agreement. At the end of the Agreement, the relevant documents and information will be returned to the Business Owner on first request.
- If intellectual property rights arise during the performance of the Agreement, then the intellectual property rights, including copyright, shall be vested in the Business Owner. Insofar as intellectual property rights are to be vested automatically in the Client, the Client shall transfer these intellectual property rights in advance to the Business Owner and, if necessary, the Client shall facilitate this transfer and shall furthermore grant the Business Owner a power of attorney in advance with which the Business Owner can do all that is necessary to ensure that intellectual property rights are vested in him. To the extent permitted by law, the Client shall waive any personality rights that remain vested in the other party.
- If the Business Owner grants the Client a right of use, this will always be on the basis of a non-exclusive and non-transferable license, which is limited to the agreed use.
- In case of violation of the provisions of subsection 1 and 2, the Client shall be liable to the Business Owner for a penalty of €50.000,00 without any warning or notice of default being required, without prejudice to the Business owner’s right to claim full damages with interest and costs. Penalties paid or owed shall not be deducted from any compensation due, and shall be paid together with interest and costs. The parties hereby expressly exclude the application of the provisions of Section 92, subsection 2, of Book 6 of the Dutch Civil Code.
12 Trademark rights
The Client grants permission in advance to the Business Owner for the publication of (audio)visual material made by or on behalf of the Business Owner during the execution of the agreement, in which the Client is visible and/or audible. The Business Owner shall in any case have the right to use the (audio)visual image material for promotional purposes. The Client shall not oppose the use of the (audio)visual image material, nor shall the Client demand compensation from the Business Owner for this.
- The Business Owner expressly excludes any liability and/or strict liability for direct damage, indirect damage, consequential damage, trading loss, loss of profit, lost savings, reduced goodwill, damage due to business interruption, obstruction or loss of data and all other forms of direct and/or indirect damage caused by the Business Owner and/or its subsidiaries and/or support staff engaged by the Business Owner, unless the damage is the result of intent or deliberate recklessness.
- If the exclusion of liability in subsection 1 fails to apply, the compensation thereof shall be limited to a maximum of the invoice amount of the Agreement (excluding VAT) from which the liability arises, at least for that part of the Agreement to which the liability relates. Compensation for damage shall in any case be limited to the amount that the Business Owner’s liability insurance pays out as the case may be, plus the amount of the deductible that must be paid by the Business Owner as a result of the applicable insurance agreement in question.
- The Client shall fully indemnify the Business Owner, on first request, against all third party claims against the Business Owner in respect of any event for which liability is excluded in these general terms and conditions.
14 Transfer of personnel
- During the term of the Agreement and for up to one year after termination thereof, the Client is prohibited from employing employees of the Business Owner and its affiliated companies or from having activities carried out in any other way, unless the Business Owner has given the Client written permission to do so. The Business Owner may attach conditions to this permission.
- In the event of violation of the provisions of subsection 1, the Client will be liable to the Business Owner for a penalty of €50,000.00, without any warning or notice of default being required, without prejudice to the Business Owner’s right to claim full compensation with interest and costs. Penalties paid or owed shall not be deducted from any compensation due, together with interest and costs. The parties hereby expressly exclude the application of the provisions of Section 92, subsection 2, of Book 6 of the Dutch Civil Code.
- If, in carrying out the Agreement, personal data as referred to in the General Data Protection Regulation are processed by the Business Owner or the Client, the Business Owner and the Client shall agree in writing on a processing agreement that complies with the provisions of the General Data Protection Regulation.
- The Client indemnifies the Business Owner against any administrative sanctions, restorative sanctions and punitive sanctions imposed on the Business Owner in the context of data processing carried out by the Business Owner during the performance of the Agreement.
16 Rights and obligations
- The Client is prohibited to transfer claims against the Business Owner, for whatever reason, to a third party. Such claims are expressly not transferable. This clause shall have effect under property law pursuant to Section 83, subsection 2, of Book 3 of the Dutch Civil Code.
- The Client is not permitted to transfer any obligation under the Agreement and/or these general terms and conditions to a third party without the prior written approval of the Business Owner.
17 Partial nullity or annullability
Should a provision in these general terms and conditions be void or voidable, this does not mean that these general terms and conditions are void or voidable in their entirety or that any other provision thereof is (partially) void or voidable. If a provision in these general terms and conditions should be void or voidable (and subsequently void), the Business Owner shall replace it with a valid provision that resembles the void or voidable provision as closely as possible.
18 Expiry of law, applicable law and choice of forum
- Insofar as these general terms and conditions do not provide otherwise, all rights of action of the Client against the Business Owner shall in any case expire one year after the day on which the service provided to which the claim relates is invoiced to the Client, unless the claim(s) are brought before a competent court within this period.
- All legal relationships between the Business Owner and the Client shall be governed exclusively by Dutch law.
- Any disputes that may arise between the Client and the Business Owner as a result of relations governed by these general terms and conditions shall be submitted exclusively to the District Court of Overijssel, in Zwolle. If the Customer is a Consumer, the Consumer shall have the opportunity for one month after the Company has invoked this stipulation to opt for settlement of the dispute by the competent court according to the law.
If you would like to have more information on these General Terms and Conditions of the Estonian School B.V. please contact us at:
Estonian School B.V.
Postal address: G. Westenbergstraat 8, 7415 CP Deventer, The Netherlands
Telephone: +31 652 653 005