General Conditions
General Conditions 2Forward
Change to the levying of VAT on (training) courses
The Ministry of Finance is preparing a change to the levying of VAT on training and study programmes. This change may result in 2Forward having to increase its prices at some point in 2010. At this time, the final legislation of the Ministry is not yet known. Consequently, 2Forward cannot yet give any information on the resulting price changes, if any, at this time. With this message, 2Forward expressly reserves the right to adjust her prices with immediate effect in the event of a change in the law.
The Ministry of Finance is preparing a change to the levying of VAT on training and study programmes. This change may result in 2Forward having to increase its prices at some point in 2010. At this time, the final legislation of the Ministry is not yet known. Consequently, 2Forward cannot yet give any information on the resulting price changes, if any, at this time. With this message, 2Forward expressly reserves the right to adjust her prices with immediate effect in the event of a change in the law.
Clause 1: Applicability
1.1 In these General Conditions the following expressions have the meanings stated:
1.1 In these General Conditions the following expressions have the meanings stated:
Contracted party: 2Forward.
Client: 2Forward's contractual other party.
1.2 These conditions apply to all of 2Forward's tenders and offers, as well as to all agreements between 2Forward and clients concerning the participation in courses, workshops, training courses, retreats, coaching or other forms of study or the contract to provide any of the above, including the rendering of advice in the broadest sense of the word, hereinafter referred to as ‘contract’.
1.3 Stipulations varying from these conditions are only binding if and insofar as confirmed in writing by 2Forward.
1.4 General purchase conditions of the client do not apply, unless accepted in writing by 2Forward.
1.4 General purchase conditions of the client do not apply, unless accepted in writing by 2Forward.
Clause 2: Formation of the agreement
All tenders and offers of 2Forward are subject to contract. The agreement between 2Forward and the client is concluded by:
All tenders and offers of 2Forward are subject to contract. The agreement between 2Forward and the client is concluded by:
(1) the signing of the offer by the client
(2) the signing of the written confirmation (of the contract) by 2Forward and the client
(3) 2Forward's written or email confirmation of the contract or registration over the telephone by the client
(4) the signing of the registration or enrolment form provided for that purpose by the client
(5) 2Forward's written or email confirmation to the client of its registration form submitted through 2Forward's website or emailed registration or contract.
Clause 3: Contents of the Agreement
3.1 Where a person (the registration) enters into an agreement on behalf of someone else, the client is jointly and severally liable for all obligations under the agreement.
All transactions (including payment transactions) between the participant on the one hand and 2Forward on the other are solely conducted via the client.
3.2 2Forward is not responsible for general information included in websites, folders, ads, images and other information carriers, insofar as drawn up or published under the responsibility of third parties.
Clause 4: Cancellation by the client
4.1 The client has the right to cancel the contract for participation (in a course/training) or the contract for a training by registered letter.
4.2 In the event of a cancellation up to 8 weeks (57th day) prior to the commencement of the contract, the client owes a cancellation fee of 25% of the value of the contract.
In the event of a cancellation within 4 weeks(29th day) to 8 weeks (56th day) prior to the commencement of the contract, the client owes a cancellation fee of 50% of the value of the contract.
In the event of a cancellation up to 4 weeks (28th day)prior to the commencement of the contract, the client owes a cancellation fee of 100% of the value of the contract
The cancellation fee will be calculated as at the moment of the commencement of the contract.
4.1 The client has the right to cancel the contract for participation (in a course/training) or the contract for a training by registered letter.
4.2 In the event of a cancellation up to 8 weeks (57th day) prior to the commencement of the contract, the client owes a cancellation fee of 25% of the value of the contract.
In the event of a cancellation within 4 weeks(29th day) to 8 weeks (56th day) prior to the commencement of the contract, the client owes a cancellation fee of 50% of the value of the contract.
In the event of a cancellation up to 4 weeks (28th day)prior to the commencement of the contract, the client owes a cancellation fee of 100% of the value of the contract
The cancellation fee will be calculated as at the moment of the commencement of the contract.
4.3 If after the commencement of the contract, the client or the participant indicated by the client, terminates his or her participation early, or otherwise does not participate in the contract, the client has no right to a refund.
4.4 If a contract consists of various parts that are subject to various cancellation provisions, the specific provisions applying to the relevant part shall apply.
4.5 Cancellation outside the office hours shall be deemed to have been made on the first following business day.
Clause 5: Changes by the client
After the formation of the agreement, the client may submit a request for a change.
a) Up to eight weeks (56 days) prior to the commencement date of the contract, any changes will be implemented insofar as possible and confirmed in writing or by mail by 2Forward. In that case, the client must pay the changed total price of the contract after deduction of any amounts already paid.
b) The client must pay the costs of the changes and any communication costs.
c) Any postponement of the commencement date or reduction of the number of paying participants shall be treated as a cancellation to which Clause 4 shall apply. In that case, a cancellation fee will be due but no change or communication costs.
d) A decision on the request for change will be taken promptly. In the event the request is rejected, the client will be informed immediately hereof. The client may maintain or cancel the original agreement. In the latter case Clause 4 shall be applicable.
e) If the client does not respond to the rejection of the request, the original agreement will be executed.
Clause 6: Replacement
6.1 After consultation, the client or the participant indicated by the client may have a person other than the registered participant participate in the contract. The following conditions shall apply in that case:
6.1 After consultation, the client or the participant indicated by the client may have a person other than the registered participant participate in the contract. The following conditions shall apply in that case:
a) the substitute must comply with the conditions of the agreement;
b) 2Forward shall be informed of the request within 24 hours after the cancellation of the original participant and no later than seven days prior to the commencement date of the contract;
c) the conditions of the service providers involved in the performance do no prevent the use of a substitute.
6.2 The client, the participant indicated by the client, and the substitute are jointly and severally liable towards 2Forward for the payment of the unpaid part of the total price of the contract, the costs of the change and the communication costs referred to in Clause 5 and any additional costs incurred because of the replacement.
6.3 After the commencement of the contract, replacement is no longer allowed.
6.4 The provision of this Clause does not prejudice the right of 2Forward pursuant to Clause 7.
6.4 The provision of this Clause does not prejudice the right of 2Forward pursuant to Clause 7.
Clause 7: Cancellation by 2Forward
7.12Forward has the right to cancel the contract without giving reasons. 2Forward also has the right to refuse the participation of a client or the participant indicated by the client.
7.12Forward has the right to cancel the contract without giving reasons. 2Forward also has the right to refuse the participation of a client or the participant indicated by the client.
a) If the reason for the cancellation is attributable to the client, the resulting damage is at the expense of the client.
b) If the reason for the cancellation can be attributed to 2Forward, the client is entitled to a refund of any amounts already paid, exclusive of any travel expenses, unless this is a situation of force majeure on the part of 2Forward. If this is the case, the provisions referred to in paragraph 2 of this Clause and Clause 17 (liability) are applicable.
c) If the reason for the cancellation cannot be attributed to the client or 2Forward, both parties will bear the costs of their own damage.
7.2 2Forward may suspend the agreed activities if they, due to circumstances outside their control or of which they were not and could not have been aware at the time of the conclusion of the agreement, are temporarily prevented from complying with their obligations. Circumstances constituting a situation of force majeure for 2Forward include in any case: behaviours, with the exception of intent or gross negligence, of persons used by 2Forward for the performance of the engagement; unfitness of items used by 2Forward during the performance of the engagement and illness on the part of 2Forward. If it is permanently impossible to perform, the agreement may be terminated insofar as that part has not yet been performed. In that case, none of the parties shall be entitled to compensation of any damage incurred as a result of the termination.
Clause 8: Change by 2Forward in the event of a contract abroad
8.1 2Forward has the right to make material changes to the agreed services. 2Forward will inform the client of the change as soon as possible but no later than within three business days (72 hours). As from ten days prior to the commencement date of the contract, 2Forward shall notify this within one business day (24 hours).
8.1.1 The client may reject the change(s) if the change(s) have been implemented prior to the commencement date of the contract by 2Forward.
8.1.2 If the reason for the change can be attributed to the client, the resulting damage is at the expense of the client.
8.1.3 If the reason for the change can be attributed to 2Forward, the client is entitled to a refund of any amounts already paid, exclusive of any travel expenses, unless this is a situation of force majeure on the part of 2Forward. In that case, the provisions referred to in paragraph 2 of this Clause and Clause 17 (liability) will be applicable.
8.1.4 If the reason for the change cannot be attributed to the client or 2Forward, both parties will bear the costs of their own damage.
8.2 In the event of a change, 2Forward will make an alternative offer to the client, if possible. 2Foward will do this as soon as possible but no later than within three business days (72 hours). As from ten days prior to the commencement date of the contract, 2Forward shall do this within one business day (24 hours).
8.3 If 2Forward's alternative offer (see paragraph 7.2) is rejected by the client or if such an offer cannot be made, the following shall apply:
a) The client rejecting the change or the alternative offer under the previous paragraphs must make this known within three business days (72 hours) after the receipt of the message about the change. As from ten days prior to the commencement date of the contract, a period of one business day (24 hours) shall apply to this end.
b) 2Forward may cancel the agreement with immediate effect (pursuant to Clause 6).
c) In that case, the client is entitled to a waiver or a refund of the total price of the contract (exclusive of any travel expenses) paid by the client.
8.4 2Forward may also make immaterial changes to the agreed services. In that case, the client cannot reject the change.
Article 9: Prices
9.1 All of 2Forward's offers are subject to confirmation, unless agreed otherwise.
9.1 All of 2Forward's offers are subject to confirmation, unless agreed otherwise.
9.2 The prices are exclusive of VAT and travel expenses.
9.3 2Forward has the right to increase the agreed price in the interim, if and insofar as any circumstances occur which increase prices after the conclusion of the agreement or the time the offer was made.
Article 10: Payment
10.1 2Forward will bill the client for any payments due.
10.1 2Forward will bill the client for any payments due.
10.1.1 Coaching and individual assistance
Payment must be made within 28 days to the bank account indicated on the invoice, without delay or settlement due to an (alleged) failure on the part of 2Forward, unless expressly agreed otherwise.
10.1.2 Course/retreat
10.1.2 Course/retreat
The client must pay 25% of the total value of the contract in advance. The client must pay this advance without delay, immediately after billing in the manner indicated by 2Forward. The client must pay the remaining amount in respect of this contract within eight weeks (56 days) prior to the commencement of the contract, but no later than 28 days after billing in the manner indicated by 2Forward and without delay.
If the agreement has been concluded within eight weeks (56 days) prior to the commencement of the contract, the entire amount in respect of the contract must be paid immediately.
10.2 The travel and arrangements/accommodation expenses as well as the required reading in connection with the participation in a course are not included in the tuition unless explicitly provided otherwise or agreed in writing.
10.3 If the client fails to pay within the agreed term, he is in default without any notice of default. 2Forward is at all times entitled to charge statutory interest as from the due date. 2Forward also has the right to immediately suspend the performance of the contract in the event of a late payment.
10.3 If the client fails to pay within the agreed term, he is in default without any notice of default. 2Forward is at all times entitled to charge statutory interest as from the due date. 2Forward also has the right to immediately suspend the performance of the contract in the event of a late payment.
10.4 In the event of a late payment, the client is obliged to pay 2Forward all reasonably incurred legal and extrajudicial costs of collection. These costs include the costs of collecting agencies, as well as the actually incurred costs and fees of bailiffs and lawyers, even if these exceed the costs of the proceedings awarded by a court. The extrajudicial costs of collection shall amounts to at least 15% of the amount payable by the client, with a minimum of € 115.- exclusive of VAT.
Clause 11: Suspension and termination
11.1If the client did not timely perform his or her payment obligation subject to the provisions of Clause 10 (payment), 2Forward may refuse the participation in a contract of the client or the participant indicated by the client, and suspend the performance of the contract or terminate the agreement.
11.1If the client did not timely perform his or her payment obligation subject to the provisions of Clause 10 (payment), 2Forward may refuse the participation in a contract of the client or the participant indicated by the client, and suspend the performance of the contract or terminate the agreement.
11.2.1 If the client does not perform one or more of the contractual obligations under the agreement closed with 2Forward in a prompt or proper manner, or in the event of bankruptcy, moratorium or if the client is placed under guardianship or in the event of a closing down or winding up of his or her company, 2Forward may terminate the agreement in whole or in part, or suspend (further) performance of the agreement. In those cases, 2Forward is furthermore entitled to demand immediate payment of what is due to them.
11.2.2 All this does not affect any other of 2Forward's rights, including the right to compensation of the damages incurred due to the termination.
11.2.3 In the case of a termination as referred to in the second paragraph, ad 1 (11.2.1), 2Forward never obliged to compensate the client for any damages.
11.2.4 If after a notice of default, the client prevents a proper performance by 2Forward, 2Forward has the right to terminate the agreement.
11.2.5 Circumstances constituting a situation of force majeure for 2Forward include in any case: behaviours, with the exception of intent or gross negligence, of persons used by 2Forward for the performance of the engagement; unfitness of items used by 2Forward during the performance of the engagement and illness on the part of 2Forward.
11.2.6 Also in the event of a termination by mutual consent, 2Forward reserves the right to compensation of the damages incurred due to this termination.
Clause 12: Preparation in the event of a contract abroad
12.1 The client is responsible for obtaining the required information on a passport, visa, and any health care formalities from the relevant authorities. In due time, prior to the departure, the client must check whether the obtained information has been changed in the mean time.
12.2 The client is responsible for having a valid passport, visa, travel insurance and any vaccinations.
12.3 During the performance of the contract, the client must be in possession of the required documents, such as a valid passport, or, where allowed, an ID and any visa required, proof of inoculation and vaccinations, driving licence and an international motor insurance certificate.
12.4 If the client cannot (or not fully) participate in the contract because a (valid) document is missing, this and all consequences attached thereto are at the expense of the client.
Clause 13: Obligations of the client
13.1 The client is obliged to comply with all of 2Forward's instruction to promote the proper performance of the contract. The client is liable for damage caused by impermissible behaviour to be judged against the behaviour of a good participant.
13.2 If it cannot be reasonably demanded that the agreement will be performed because the client causes or is capable of causing such hindrance of nuisance that a good performance of the contract is or can be severely impeded, then the client may be excluded by 2Forward from the (continued) performance of the contract.
All resulting costs will be at the expense of the client if and to the extent that the consequences of the hindrance or nuisance can be attributed to him or her. If and insofar as the reason for the exclusion cannot be attributed to the client, he or she will receive a refund of the price of the contract or a part thereof.
13.3 The client is obliged to prevent any damage or limit this to the greatest extent possible, more specifically by complying with his or her duty to report as further described in Clause 14.
13.4 All rights of action of the client shall automatically lapse after one year following the end of the contract, or one year after the original commencement date, if the contract was cancelled.
13.5 In the event of a contract to be performed abroad, the client shall be responsible for the compliance with the local laws and practices. Outside of the coaching and training hours, the client is moreover responsible for his or her time spent.
Clause 14: Complaints
14.1 Any failure in the performance of the contract observed must be reported as soon as possible to the service provider involved so that he or she, where possible, can provide an appropriate solution. If the failure is or cannot be remedied and adversely affects the quality of the contract, this must be promptly reported to the local third party hired by or employee of 2Forward.
If it later appears that the client did not comply with this notification requirement and 2Forward has therefore not been given the opportunity to remedy the failure, any right to compensation shall be forfeited.
14.2 If the failure is still not sufficiently resolved at that point and gives cause for a complaint, the client must report this as soon as possible in writing to 2Forward.
If it later appears that the client did not comply with this notification requirement and 2Forward has therefore not been given the opportunity to remedy the failure, any right to compensation shall be forfeited.
14.3 If a complaint is not satisfactorily resolved, it must be submitted in writing and reasoned to 2Forward no later than within one month after the expiry of the contract.
14.4 If the client has not submitted the complaint in time, 2Forward shall not handle this complaint unless the late submission cannot be reasonably blamed on the client.
Clause 15: Copyright
15.1 2Forward owns the copyright in their brochures, website, project materials, and course materials unless explicitly stated otherwise. Without the express written permission of 2Forward the client shall not publish any data included in any materials and/or duplicate this in any way.
15.2 2Forward also owns the copyright in any of the reports, proposals and other documents resulting from their activities.
15.1 2Forward owns the copyright in their brochures, website, project materials, and course materials unless explicitly stated otherwise. Without the express written permission of 2Forward the client shall not publish any data included in any materials and/or duplicate this in any way.
15.2 2Forward also owns the copyright in any of the reports, proposals and other documents resulting from their activities.
Clause 16: Transfer of (hired) staff
During the employment and two years following the termination of the employment, the (hired) employees of 2Forward are bound to a noncompeting clause. This means that they cannot perform any activities for 2Forward's relationships. During the period referred to above, the client may not use the services of the (ex-)hired employees of 2Forward without the consent/knowledge of 2Forward.
During the employment and two years following the termination of the employment, the (hired) employees of 2Forward are bound to a noncompeting clause. This means that they cannot perform any activities for 2Forward's relationships. During the period referred to above, the client may not use the services of the (ex-)hired employees of 2Forward without the consent/knowledge of 2Forward.
Clause 17: Liability
17.1 2Forward shall perform the activities under the agreement as a professional acting in a careful manner. 2Forward cannot guarantee the achievement of the intended result but will make every effort (inspanningsverbintenis/obligation to use best endeavours) to achieve the intended result. The client cannot derive any rights from 2Forward's advice that does not relate to the awarded contract.
17.1 2Forward shall perform the activities under the agreement as a professional acting in a careful manner. 2Forward cannot guarantee the achievement of the intended result but will make every effort (inspanningsverbintenis/obligation to use best endeavours) to achieve the intended result. The client cannot derive any rights from 2Forward's advice that does not relate to the awarded contract.
17.2 2Forward is only liable for damage incurred by the client which is the direct and exclusive result of a failure attributable to 2Forward, with the proviso that damage is only eligible for compensation for which 2Forward is insured or should have reasonably been insured in view of the practices in the branch. The following limitations must be taken into account to this end.
17.2a 2Forward is never liable for damage caused by the intent or gross negligence of third parties.
17.2b The damage to be compensated by 2Forward shall be limited if the price payable by the client is small in relation to the extent of the damage suffered by client.
17.2c If 2Forward’s insurers, regardless of the reason, do not pay any benefits, 2Forward's liability will at all times be limited to no more than the value of the invoice of the agreed contract, exclusive of VAT, or at any rate that part of the contract to which the liability relates.
17.3 The exclusions and limitations of liability as referred to in this Clause are also stipulated for and for the benefit of employees of 2Forward and any other person whose services have been engaged by 2Forward in the performance of the activities.
17.4 2Forward is never liable for any damage caused by:
a) any failure of the client to comply with his or her obligations, including the sufficient cooperation in the performance of the agreement.
b) the incorrect and/or incomplete and/or late provision of information by the client. The client warrants the accuracy and completeness of information that is essential to the contract.
c) the activities to be undertaken by the client outside of the elements of the programme of the contract. These are for the client's own risk. 2Forward is not liable in this respect.
a) any failure of the client to comply with his or her obligations, including the sufficient cooperation in the performance of the agreement.
b) the incorrect and/or incomplete and/or late provision of information by the client. The client warrants the accuracy and completeness of information that is essential to the contract.
c) the activities to be undertaken by the client outside of the elements of the programme of the contract. These are for the client's own risk. 2Forward is not liable in this respect.
d) any failure in the performance of the contract which could not have been foreseen or remedied and is attributable to a third party not involved in the provision of the services.
e) any failure in the performance of the contract attributable to an event which could not be foreseen or remedied by 2Forward or the person hired by them to assist in the performance of the contract, whilst exercising all possible care.
f) any failure in the performance of the contract attributable to force majeure. Force majeure shall mean all abnormal and unforeseen circumstances that are independent of the will of the person invoking force majeure and the consequences of which could not be prevented despite all preventative measures.
17.5 2Forward is never liable for indirect damage, including consequential damage, lost profits and damage due to interruption of business operations.
17.6 2Forward cannot be held liable if client has the option to submit a claim directly to his or her insurer or a third party in respect of the damage incurred.
17.6 2Forward cannot be held liable if client has the option to submit a claim directly to his or her insurer or a third party in respect of the damage incurred.
Article 18: Applicable law
Every agreement between 2Forward and a client is governed by Dutch law.
Every agreement between 2Forward and a client is governed by Dutch law.