GENERAL TERMS AND CONDITIONS OF DELIVERY VIVACE-CTC

General Terms of Delivery of Vivace, based in Ommen and Joure, both filed at the Zwolle and Leeuwarden Chamber of Commerce. The text below applies from 1 July 2018.

1. General

These general terms of delivery apply to all legal relations between organisations belonging to Vivace-CTC and the party giving the order, hereinafter referred to as client.

2.Application

2.1 These conditions apply to all offers, work and agreements relating to an assignment, which is carried out by Vivace-CTC on behalf of the client.
2.2 Any purchase or other conditions of the client shall not apply unless accepted by Vivace-CTC in writing.
2.3 In case one or more provisions of these general terms and conditions are declared void, the agreement and these general terms and conditions of delivery, with the exception of the void/annulled provisions, shall remain in full force and effect.

Offer and acceptance

3.1 An agreement between the client and Vivace, under whatever name, shall only come into effect after Vivace-CTC has issued a written quotation and the client has accepted it in writing.
3.2 All quotations and agreements are valid for 20 days, unless otherwise stated in the offer, quotation or agreement.
3.3 All quotations and agreements are based on data available to Vivace-CTC at the time they are issued.
3.4 Cancellation: once the offer has been signed, the client has a cooling-off period of 14 working days, unless the course has started within this set time.
3.5 If changes occur in relation to the circumstances on which Vivace-CTC relied when making the said offer, quotation or agreement, Vivace-CTC shall be entitled to factor these changes into the performance of the agreement or to adjust the prices.

3.6 Vivace will respond to letters/mails within 3 days in case of queries on an administrative issue, unless otherwise stated in advance.

4.Execution of an order

4.1 Vivace-CTC will carry out an assignment to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
4.2 An assignment shall be carried out under the name and responsibility of Vivace.
4.3 The period for execution of an assignment shall be agreed in more detail between Vivace-CTC and the client.
4.4 Changes to an original order due to the client's actions may affect the agreed time schedule and the costs of execution. The additional costs resulting from changes to the original order by the client shall be for the client's account. Vivace-CTC shall, as far as this is within its possibilities, provide a statement of the additional costs prior to the work.
4.5. Vivace-CTC has a complaints procedure. This is available on request.

5. Cooperation of client

5.1 Client shall cooperate in the performance of the agreement concluded with Vivace-CTC.
5.2 Client will always provide Vivace-CTC with all useful and necessary information in a timely manner and will guarantee the accuracy of this information.
5.3 Deployment of client employees for the purpose of the assignment will always be timely.
5.4 Vivace-CTC is free, in consultation with the client, to deploy an equally qualified trainer.

6.Guarantee

Vivace-CTC will exercise all due care in carrying out the assignment.

7.Intellectual property

7.1 Unless otherwise agreed, Vivace-CTC shall retain the copyrights as well as all other rights of intellectual property on the training designs, publications, models, methods and quotations provided by it. These documents shall remain its property and may not be copied, shown to third parties or used in any other way without express permission, regardless of whether the client has been charged for them. However, it may be agreed that jointly developed products etc. may be used in the market by both parties.
7.2 Without specific written agreements regarding the marketing of jointly developed products, the client shall be obliged to return these items to Vivace-CTC at the first written request of Vivace, within two weeks, on penalty of a compensation of € 100.00 per day that the client remains in default hereof. In addition, Vivace-CTC reserves the right to claim from Vivace-CTC actual damages and any consequential damages for which the client is liable.
7.3 The materials supplied by Vivace-CTC for participants in training courses are exclusively for the participants. The client does not have the right to further distribute these materials.

Liability

8.1 Any liability shall be limited to an amount equal to the fee to be received by Vivace-CTC for the assignment in question with a maximum of €10,000 (ten thousand euros).
8.2 Any liability of Vivace-CTC for shortcomings of third parties, who are or were also involved in the implementation of the agreement between Vivace-CTC and the client, is excluded, except if such shortcomings result from intent or deliberate recklessness on the part of Vivace.
8.3. The client is liable for all damage resulting from loss, theft, fire or damage to the goods and materials of Vivace-CTC as soon as they are within the actual control and/or business premises of the client.

9. Reimbursement

9.1 The client will be charged a fee based on the rates and cost estimates stated in the quotation/agreement. Any additional costs resulting from changes to an assignment due to the client's actions shall be borne by the client.
9.2 Amounts are stated exclusive of VAT payment unless otherwise indicated.

10. Payment conditions

10.1 Unless otherwise agreed, invoices to be sent by Vivace-CTC must be paid within fourteen days of the invoice date, failing which the client shall be deemed to be in default. After expiry of the said period. Vivace-CTC may charge the client a compensation for loss of interest of.1% per month.
10.2 Vivace-CTC is always entitled, before performing, to require what it considers sufficient security for the fulfilment of the client's payment obligation.
10.3 Vivace-CTC shall charge the client an initial instalment of 50% of the agreed price upon signing the quotation. Also, 50% will be charged halfway through the execution of the assignment, unless the agreed price is less than €2,000 and is shorter than one month. In the latter case, the second instalment will be invoiced in arrears.
10.4 Vivace-CTC is entitled, if the client is in default of its payment obligation, to suspend the work, even if a fixed deadline is attached to the assignment.
10.5 The full agreed fee shall be due and payable at any time in the event that the customer is granted a suspension of payments or is in a state of bankruptcy, if goods, including bank accounts and accounts receivable, of the customer are seized, whether conservatory or executory, if the customer is in liquidation or the customer's legal entity is dissolved, or if the customer dies if the customer is a natural person.
10.6 In addition to the principal claim and interest, Vivace-CTC is entitled to claim from the client all extrajudicial costs caused by the late payment. Extrajudicial costs shall be payable by the client in any case where Vivace-CTC has secured the assistance of a third party for the recovery. They shall be calculated in accordance with the collection rate recommended by the Netherlands Bar Association in collection cases.
10.7 If in legal proceedings Vivace-CTC is found in favour in whole or in part, all costs incurred by Vivace-CTC in connection with these proceedings shall be borne by the client.
10.8 The prices mentioned in the quotation/offer are valid for the period mentioned in the quotation/offer, unless otherwise agreed.

11.Force majeure

In the event of force majeure, Vivace. shall be entitled, at its option, to extend the delivery period by the duration of the force majeure or to dissolve the agreement, insofar as it has not yet been performed, without Vivace. being liable to pay any compensation in any form whatsoever, except pursuant to the provisions of Article 78 Book 6 of the Civil Code.

12.Dissolution

12.1 Whole or partial dissolution of the agreement shall take place by means of a written statement by those entitled to do so. Before the client addresses a written notice of dissolution to Vivace-CTC, it shall at all times first give Vivace-CTC written notice of default and grant it a reasonable period in which to still fulfil its obligations or rectify any shortcomings, which shortcomings the client must report precisely in writing.
12.2 If Vivace-CTC is faced with dissolution, without there being any question of default on its part, Vivace-CTC shall always be entitled to compensation for all financial loss such as costs, loss of profit and reasonable costs to determine damage and liability. In the event of partial dissolution, the client cannot claim any undoing of performances already carried out by Vivace-CTC and Vivace-CTC shall be fully entitled to payment for the performances already carried out by it.
12.3 If the client fails to fulfil, fails to fulfil properly or fails to fulfil on time any obligation arising for it from the agreement concluded with Vivace-CTC or from a related agreement, or if there are good grounds to fear that the client is not or will not be able to fulfil its contractual obligations (in the event of bankruptcy, etc.), Vivace-CTC shall be entitled, after a written notice of default, to suspend the implementation of the agreement or to dissolve it in whole or in part.

13. AVG European Privacy Act

Vivace-CTC has drawn up privacy policies in the context of AVG. Vivace-CTC has included which personal data it uses, for which purposes and under which bases. It also describes how Vivace-CTC handles personal data towards third parties, how long we keep the data and what your rights are. If you agree to the offer for an assignment, you also agree to this privacy policy during the period that Vivace-CTC carries out an assignment for you. The privacy statement can be found on our website www.vivace-ctc.nl.

14. Confidentiality

Vivace-CTC and the client mutually undertake to maintain confidentiality vis-à-vis third parties with regard to all confidential information that comes to the knowledge of the parties during the term of the assignment or thereafter. This confidentiality shall continue to apply after termination of the assignment.

15.Applicable law and forum

The legal relationship between Vivace-CTC and the client is subject to Dutch law. Disputes shall be decided exclusively by the competent Dutch court.