These are the Terms and Conditions for our services | Version valid as of: 18-June-2009
Article 1 Definitions and applicability
1.1 City on a mountain: The foundation, City on a Mountain, having its registered office in Gorinchem and registered with the Chamber of Commerce under number 280 972 48. Full of Zin (zinvolzin.nl) is part of the City on a Mountain Foundation.
1.2 Client: the natural or legal person who provides foundation City on a mountain commissioned services.
1.3 Services: all activities that foundation City on a mountain performs on behalf of the client. This includes but is not limited to: training, coaching and lectures for both companies and individuals. As well as any other services that the foundation City on a mountain delivers to the client.
1.4 These terms and conditions apply to all offers and quotations of foundation City on a mountain and also all agreements that foundation City on a mountain engages with its clients.
1.5 When between the client and foundation City on a mountain further clauses are agreed upon, which deviate from the clauses laid down in these terms and conditions, in the event of a conflict the further clauses agreed upon shall prevail over what is stipulated in these terms and conditions.
1.6 The general (purchase) conditions used by the client are expressly rejected and therefore do not apply to agreements entered into with the foundation. City on a mountain.
1.7 If one or more provisions in these general terms and conditions are wholly or partially void or may be annulled, the remaining general terms and conditions shall remain in full force and effect.
1.8 In these general terms and conditions, the word written can also be understood to mean documents produced in writing and sent by electronic means, certainly including email communication and faxed documents.
1.9 If foundation City on a mountain these conditions with respect to the client, the client can never derive any rights from this.
Article 2 Quotations and offers
2.1 By foundation City on a mountain offers and/or quotations made are valid for acceptance for fourteen (14) days, thereafter they are of purely informational value.
2.2 Prices in the by foundation City on a mountain offers made or quotations sent to the client are inclusive of VAT and other government levies, but exclusive of any costs to be incurred in the context of the agreement, including travel expenses, unless otherwise stated
2.3 By foundation City on a mountain issued offers and/or quotations are calculated on the basis of an hourly rate. The rate charged by the City on a mountain number of hours required indicated in the offer and/or quotation may be lower/higher in reality, and as such will be settled.
Article 3 Establishment of an agreement
3.1 Agreements come into effect after the client has received an offer from the foundation. City on a mountain has accepted an offer or quotation issued and the client has received an offer or quotation issued by the foundation. City on a mountain issued order confirmation signed.
3.2 Should foundation City on a mountain for any reason an order confirmation be issued, invoice sent is equivalent to acceptance. If Client wishes to protest the amount of the invoice, Client must do so in writing and within seven (7) business days.
Article 4 Rights & obligations client
4.1 Client states foundation City on a mountain in the ability to offer the services.
4.2 Client must behave in accordance with the guidelines set forth in these terms and conditions. If the Customer fails to comply with this obligation, the Foundation City on a mountain entitled to suspend or terminate services for the client, without foundation City on a mountain thereby becoming liable to Client for damages in any way.
4.3 Client is responsible for making available correct information necessary for proper implementation of the foundation's City on a mountain services to be provided. Client indemnifies foundation City on a mountain for the consequences arising from any inaccuracy and/or incompleteness.
4.4 Client should consult with foundation City on a mountain about the location and date at which foundation City on a mountain begins implementation of services.
4.5 If foundation City on a mountain unable to provide services due to the fault of the client, the client shall be liable for all damages incurred by the foundation. City on a mountain should result as a consequence.
4.6 Client is obliged to purchase all services and supplies as agreed in the quotation.
4.7 If it is established that there has been a wrongful act or criminal conduct by the client, the foundation is City on a mountain entitled to suspend or terminate its services in whole or in part. If it is established that there is (no longer) any question of this, the foundation will City on a mountain resume its services as soon as possible.
4.8 The client accepts that the time schedule may be affected if the parties agree in the interim to expand or change the approach, working method and scope of the agreement and/or resulting work. The agreed modified agreement and/or performance will be settled as more and/or less work.
Article 5 Cancellation
5.1 If the client cancels or changes an assignment, the provisions of this article apply in principle, unless otherwise agreed in writing between the client and foundation City on a mountain.
5.2 In this article, start date means the first day (either intake or training) of a course, as defined in Article 4.4.
5.3 In this article, order value means the total amount for the training program as mentioned in the order confirmation.
5.4 Cancellation of an already established agreement can only be done in writing. Upon cancellation of an agreement:
- between 6 and 12 calendar weeks prior to commencement date, the client must reimburse 35% of the order value;
- between 3 and 6 calendar weeks before commencement date, the client must reimburse 75% of the order value and
- within three calendar weeks prior to commencement date, the client must reimburse 100% of the order value.
5.5 In exception to what is stated in article 5.4, in case of an already established agreement where Social Tools commits to provide services to the client, the following cancellation terms are applicable:
- between 2 and 4 calendar weeks prior to start date, the client must reimburse 35% of the order value;
- between 13 and 4 calendar days before commencement date, the client must reimburse 75% of the order value and
- within three calendar weeks prior to commencement date, the client must reimburse 100% of the order value.
5.6 Modification or postponement of dates on the part of the client shall, unless otherwise agreed, be considered cancellation.
5.7 If the agreement is terminated prematurely by foundation City on a mountain, the foundation will City on a mountain in consultation with the client ensure transfer, unless facts and circumstances underlying the termination are attributable to the client, in which case any costs of transfer shall be borne by the client.
Article 6 Rights & obligations foundation City on a mountain
6.1 foundation City on a mountain ensures proper performance of the agreement by competent/expert persons.
6.2 foundation City on a mountain has the right to involve or engage third parties in the performance of services, provided the client has been notified.
6.3 foundation City on a mountain is obliged to keep confidential all information and data provided by the client to foundation City on a mountain have been provided.
6.4 foundation City on a mountain will take all precautions to protect the client's interests in connection with the assignment. The client shall, without the consent of foundation City on a mountain Not communicate to third parties about the approach foundation City on a mountain, his methods and the like.
Article 7 Intellectual property
7.1 All intellectual property rights of foundation City on a mountain such as reports or otherwise, by foundation City on a mountain developed, prepared or made available to client in connection with its services, are the sole property of foundation City on a mountain or its licensors.
7.2 Reproduction, disclosure, and copying of the information provided by foundation City on a mountain Items delivered or made available whose intellectual property is held by foundation City on a mountain, are permitted only with the express permission of foundation City on a mountain.
7.3 For every action taken in violation of clause 7.2, the Customer shall owe a fixed and immediately payable penalty of €5,000.00, without prejudice to the right of the Foundation City on a mountain to claim full compensation.
Article 8 Invoicing & Payment
8.1 foundation City on a mountain invoices during or after the end of the agreement the foundation's City on a mountain hours incurred to the client.
8.2 By foundation City on a mountain invoices sent must be paid by the client within fourteen (14) days of the invoice date to foundation City on a mountain.
8.3 If foundation City on a mountain billing the client during a current agreement and through the actions of the client, foundation City on a mountain amounts due to it under the agreement in a timely manner, foundation City on a mountain entitled to discontinue services to the Customer until such time as the Customer can proceed to reimburse the amounts that the Foundation City on a mountain due under the agreement.
8.4 The right arising from Article 8.3 to discontinue the provision of services to the Customer only arises after foundation City on a mountain has notified the client of its default and offered the client the opportunity to still make payment. If the client has not fulfilled her payment obligation five (5) working days after being notified of her shortcoming, the provisions of Article 8.3 shall apply without prejudice.
8.5 If the client fails to pay an invoice on time, the client is legally in default. The client will then owe statutory interest to the foundation. City on a mountain. Interest on the amount due will be calculated from the time the client is in default to the time of payment of the full amount due.
8.6 If foundation City on a mountain incurred costs, which costs foundation City on a mountain could reasonably incur, which exceed the collection costs set forth in the preceding paragraph, the Customer must also pay these costs to the Foundation. City on a mountain pay.
8.7 In case foundation City on a mountain receives an incorrect amount from the client's account for whatever reason, the client has her (legal) right to reverse this payment. This does not release client from her payment obligation set forth in this article.
8.8 The client is not authorized by him to foundation City on a mountain set off amounts owed against asserted or real claims of client against foundation City on a mountain, without prior, written authorization from foundation City on a mountain or the competent court.
8.9 If it is suspected that the client is unable to meet her payment obligations, or in the event that she is in a state of liquidation/ bankruptcy, attachment is levied or suspension of payments is applied for, the claims of foundation City on a mountain towards the client immediately due and payable.
Article 9 Liability
9.1 For any foundation City on a mountain accepted assignment is an obligation of effort. foundation City on a mountain can never be held liable for results not achieved. foundation City on a mountain is liable only for gross deficiencies in the performance of services resulting from gross carelessness in rendering advice and performing services.
9.2 In the unlikely event that the provisions of article 9.1 are not complied with, the foundation may be held liable. City on a mountain assumed, any liability is limited to the amount paid under the applicable insurance contract in the case in question.
9.3 Should, in exception to the provisions of Article 9.2, no payment be made under the applicable insurance agreement, then the liability of the Foundation City on a mountain limited to direct damages and to a maximum of the invoice value of the agreement, at least to that part of the agreement to which the liability relates.
9.4 The liability of foundation City on a mountain for attributable failure to perform an agreement shall arise only if the client foundation City on a mountain immediately and properly give notice of default in writing, setting a reasonable time to cure the default and foundation City on a mountain continues to fail imputably in the performance of its obligations even after that period.
9.5 Liability of foundation City on a mountain for indirect damages, including consequential damages, lost profits, lost savings and damages due to business interruption, is expressly excluded.
9.6 The client indemnifies the foundation City on a mountain against third party claims arising from - or related to - the performance of the agreement.
9.7 The Customer is liable for all damages caused by foundation City on a mountain may suffer as a result of a failure attributable to the client in the performance of the obligations arising from the agreement and these terms and conditions.
Article 10 Force Majeure
10.1 foundation City on a mountain is not held to its obligations under the agreement if fulfillment has become impossible due to force majeure. If the force majeure continues for a period of sixty (60) days, both parties are entitled to dissolve the agreement. What has already been performed under the agreement will then be settled proportionately.
10.2 foundation City on a mountain depends in its activities on the cooperation, services of third parties, where foundation City on a mountain little or no influence on it. foundation City on a mountain can therefore in no way be held liable for any damage whatsoever arising from a situation where the failure is due to a third party with whom foundation City on a mountain entered into an agreement.
10.3 In addition to the provisions of paragraph 10.2, force majeure is certainly understood to mean all that is accepted in law and jurisprudence in this respect.
Article 11 Applicable law and disputes
11.1 To all legal relationships in which foundation City on a mountain party, only Dutch law shall apply.
11.2 The client and foundation City on a mountain will resort to the courts only after they have made every effort to settle a dispute by mutual agreement.
