PROUD2KNOW is a ZZP company. Its registered office is in ‘s-Hertogenbosch, the Netherlands.
Article 1. Applicability
1. These general terms and conditions apply to all offers made, all brand names carried and all agreements concluded by PROUD2KNOW within the framework of its operations, unless otherwise agreed upon in writing.
2. For the purpose of these general terms and conditions, the term “client” shall be understood to mean any natural person or legal entity with whom we have a contractual relationship by virtue of a purchase agreement entered into with us or who wishes to enter into another type of agreement with us. In particular, the term “client” shall be understood to mean the party by whose order and at whose expense goods are supplied.
3. Variations of the provisions laid down in these general terms and conditions shall only and exclusively be valid if and insofar as expressly laid down in writing.
4. If the client refers to (his) general terms and conditions, those terms and conditions will not apply. This shall be deviated from only if and insofar as the applicability of the terms and conditions of the client are not in conflict with our general terms and conditions, in which case the provisions in the PROUD2KNOW terms and conditions shall apply. Any other stipulation in the terms and conditions of the client shall not affect the above.
5. For the purpose of these general terms and conditions, the term “delivery (of goods)” shall also be understood to mean the provision of PROUD2KNOW services and activities of whatever nature.
Article 2. Quotations
1. All our quotations shall be regarded as invitations and offers to the prospective client. Consequently, they are not binding upon PROUD2KNOW in any way whatsoever, unless expressly and unambiguously otherwise stated in writing in the quotation. The offer shall only be regarded as accepted by PROUD2KNOW after our confirmation in writing.
2. All quotations submitted by us shall comprise – in particular also in respect of the provisions of the previous paragraph – : designs, drawings, models, samples, descriptions, pictures and suchlike, as well as any appendices and documents relating to PROUD2KNOW quotations. All these items, as well as any tools made by PROUD2KNOW within this context, shall remain our property, shall be returned to us at our request, and shall not be copied and/or handed to third parties without our express written consent. Similarly, PROUD2KNOW reserves all rights that may exist by virtue of intellectual and industrial property.
Article 3. Conclusion of agreement
1. An agreement with PROUD2KNOW shall only be concluded after the instruction PROUD2KNOW has been given by the client has been accepted by PROUD2KNOW in writing. An agreement shall be considered to have been concluded the moment the confirmation of instruction is dispatched by PROUD2KNOW.
2. Any additional agreements and/or commitments, entered into and/or made by our employees or entered into and/or made on behalf of us by other persons acting as representatives shall only be binding upon us if these agreements and/or commitments have been confirmed in writing by our director(s) who has/have been allocated power of representation.
Article 4. Prices
1. PROUD2KNOW prices are exclusive of value-added tax and, unless explicitly otherwise agreed upon in writing, exclusive of transport and accommodation costs which need to be settled by the client separately.
2. The prices listed in quotations, contracts and confirmations of instruction are based on cost factors such as exchange rates, wage costs, insurance premiums, taxes and any other government levies prevailing on the date on which the agreement is concluded.
3. PROUD2KNOW reserves the right – in the event that one or more of the cost factors have increased after the date on which the agreement has been concluded, but before the date of delivery – to pass these increases on to the client. We also have the right to fully or partially dissolve the agreement in such cases without any legal intervention being required. The client also has this right, however, only if we take the viewpoint, within 3 months of the agreement being concluded, that changes to the costs constitute an increase of the price given in the confirmation of instruction. In the event that the client exercises this right, he/she must invoke the dissolution by sending us a registered letter within 5 days of receiving the relevant notification.
Article 5. Payment
1. Payment shall be made within the payment term stated on the invoice, and failing that, within 30 days of the invoice date.
2. PROUD2KNOW shall at all times be entitled to demand payment in advance or another form of security from the client.
3. Payments are made in cash, without discount or compensation, into a bank or giro account to be stipulated by PROUD2KNOW.
4. Any payments made by the client shall first be applied to settle all interest and costs payable and subsequently to settle the outstanding invoices that have been payable longest, even though the client has stated that the payment relates to a later invoice.
5. Upon failure to pay within the payment term, the client is in default by operation of law as of the next day, and he/she shall owe the statutory interest on the full invoice amount. In the event that PROUD2KNOW must take action to recover a debt in order to cash outstanding invoices, the client also owes the extrajudicial costs at fifteen percent of the outstanding claim(s), subject to a minimum of EUR 250 plus all other third-party costs relating to the collection.
Article 6. Hiring third parties
1. PROUD2KNOW is at all times entitled to hire third parties for the execution of an agreement concluded with the client, without requiring the consent of the client.
Article 7. Recipients’ liability
1. The client guarantees that, in respect of the employees he assigns to PROUD2KNOW, he shall fulfill his/her obligation to withhold and pay national insurance contributions and wage tax. The client also guarantees that he/she may in addition assign only freelancers to PROUD2KNOW who have signed the independent contractor’s statement to be issued to PROUD2KNOW upon request. In evidence thereof, the client shall forward copies of these statements to PROUD2KNOW within a reasonable period.
2. In the event that the Tax and Customs Administration and/or the National Institute for Social Insurance (Lisv) claim that PROUD2KNOW must pay wage tax or national insurance contributions – taking into account the fact that the client is obliged to withhold money from the freelancers under social insurance legislation – the full costs thereof shall be payable by the client, and the latter shall immediately compensate PROUD2KNOW for any losses suffered by PROUD2KNOW as a result of that.
3. The costs referred to in paragraph 2 of this article shall be understood to mean (among other things): the deductions payable by virtue of the Income Tax Act, including increases and/or penalties, the social insurance contributions levied, an estimated increase pursuant to article 12 of the Social Security (Coordination) Act (CSV), as well as the relevant procedural and consultancy costs.
4. The client shall refrain from claiming, in whatever form and at any time, both in and out of court, that PROUD2KNOW must withhold money within the framework of the Income Tax Act, or levy social insurance contributions regarding the employees and/or freelancers hired by the client.
5. On PROUD2KNOW’s demand, the client is obliged to submit proof that demonstrates the quarterly payment of the national insurance contributions to the social security administration agency with regard to the employees hired.
6. For the purpose of this article, PROUD2KNOW shall also be understood to mean the client within the meaning of buyer of PROUD2KNOW products/services.
7. The above paragraphs of this article shall apply to the client within the meaning of the buyer of PROUD2KNOW products/services, in addition to all other provisions in these general terms and conditions. This particularly yet not exclusively relates to the provisions in article 14 “Liability/indemnification”.
Article 8. Delivery date
1. All (delivery) dates given by PROUD2KNOW are, to the best of their knowledge, based on information known to PROUD2KNOW at the time of concluding the agreement.
2. The delivery dates given shall be observed as closely as possible, but failure to meet a delivery date shall not mean PROUD2KNOW is in default. In the event that the delivery date is likely to be exceeded, the parties shall consult about the situation that has arisen.
Article 9. Retention of title
1. Without prejudice to the provisions in article 11 of these terms and conditions of delivery, the ownership of products manufactured by PROUD2KNOW shall transfer to the client no sooner than the day on which the latter has paid the price, interest, costs and compensation payable with regard to the delivered goods, including previous deliveries.
Article 10. Retention
1. In the event that PROUD2KNOW is in the possession of goods of the client, it is entitled to retain those goods until all costs it has incurred in the execution of instructions from the same client have been paid, regardless of the fact that these instructions relate to the aforementioned or other goods of the client, unless the client has furnished adequate security for those costs.
Article 11. Intellectual or industrial property rights
1. All intellectual property rights and copyright to all quotations, reports, guidelines, recommendations, research products, (training) courses and their proposals, training material, development processes, designs, illustrations, software, etc. developed or made available by virtue of the agreement, are exclusively vested in PROUD2KNOW or its licensors.
2. The client shall only be given a right of use for the objects referred to in paragraph 1 of this article, unless the parties have agreed otherwise in writing.
3. The client is not permitted to change or multiply (the contents of) the objects in paragraph 1 in whatever way.
Article 12. Force majeure
1. Force majeure shall also be understood to mean an imputable failure on the part of a supplier of PROUD2KNOW. Force majeure also includes: war, riots and hostilities of whatever nature, blockades, boycotts, natural disasters, epidemics, breakdowns in our operations, acts or decrees of regional, national and international (government) bodies. In the event that PROUD2KNOW fails to correctly fulfill the obligation to deliver or fails to do so at all or in time as a result of force majeure, PROUD2KNOW is entitled to regard the agreement or the part thereof not yet executed as dissolved, or to suspend it for a fixed or indefinite period of time at their own discretion.
2. In the event of force majeure, the buyer is not entitled to claim compensation from PROUD2KNOW.
Article 13. Termination of the agreement
1. PROUD2KNOW can, unless the parties have agreed otherwise in writing, terminate the agreements it has concluded by means of a registered letter, subject to a notice period of one month.
2. PROUD2KNOW can terminate the agreement concluded with the client with immediate effect if:
a. The client is declared bankrupt, is placed under guardianship, or has been granted a moratorium;
b. The client is a legal entity and that legal entity is dissolved;
c. After conclusion of the agreement, PROUD2KNOW learns of facts and/or circumstances which give PROUD2KNOW good reason for fearing that the client shall not fulfill his/her obligations arising from the agreement;
d. The client runs his/her business in violation of (statutory) arrangements or government regulations;
e. The client refuses to furnish the security required by PROUD2KNOW;
f. The client fails to fulfill his/her obligations arising from the agreement concluded with PROUD2KNOW, even after having been declared in default in that respect.
3. If any of the cases referred to in paragraph 2 of this article arise, any claims that PROUD2KNOW may have against the client are immediately due and payable.
Article 14. Liability / indemnification
1. In the event of an imputable failure or unlawful act, PROUD2KNOW shall only be liable for the direct losses (without prejudice to the other provisions in this article). PROUD2KNOW shall never be obliged to pay compensation for consequential losses, such as resulting losses, loss of profit, loss of savings and/or opportunities, losses due to business interruptions and suchlike.
2. In the unlikely event of an incident occurring during the execution of a workshop or training, or work on-site with the client, which incident leads to liability of PROUD2KNOW, this liability shall be limited to the amount(s) which the professional liability insurance taken out by PROUD2KNOW gives claim to. An incident as referred to in the previous sentence shall also be understood to mean an omission.
3. Neither is PROUD2KNOW liable for losses that are the result of the defectiveness of the equipment, software, data carriers, registers or other means, non excluded, used by PROUD2KNOW in the execution of an instruction, nor for losses that are the result of third parties intercepting audio and/of data transmissions by telephone, fax or e-mail and the potential tampering therewith.
4. Advice given by PROUD2KNOW is without any obligation.
5. Reliance on any information provided by PROUD2KNOW is solely at the client’s own risk. PROUD2KNOW is and will not be liable for any damages arising out of the use, inability to use, or the results of use of information provided by PROUD2KNOW, or the materials, services or products contained in or provided by or through PROUD2KNOW.
6. In the event that the activities undertaken by PROUD2KNOW, including the advice given, do not lead to the client’s anticipated result, this shall be at the risk of the client and PROUD2KNOW shall not be liable for this.
7. The client indemnifies PROUD2KNOW, both in and out of court, against all third-party claims somehow relating to the activities undertaken by PROUD2KNOW with respect to work undertaken.
8. For instructions to process an existing product, the client shall at all times be liable vis-a-vis the copyright holders.
Article 15. Client complaints
1. The client guarantees the correctness and completeness of and is responsible for any details made available to PROUD2KNOW.
2. Complaints must be submitted within eight days, failing which all claims against PROUD2KNOW shall lapse. Complaints must be submitted in writing, giving a clear explanation of the content of the complaints.
3. Submitting a complaint shall never relieve the client from his payment obligations towards PROUD2KNOW.
Article 16. Workshops / Training courses
1. Workshops and/or training courses organised by PROUD2KNOW may contain one or more social elements.
2. Participation in a social element of the workshop or training course is entirely at the participants’ own risk. The client must notify the participants thereof before they take part. PROUD2KNOW can never be held liable for participants injuring themselves during a training course, workshop or social programme.
3. In the event of damage as a result of negligence or intent by the external partner of PROUD2KNOW, PROUD2KNOW and/or its clients may hold the external partner liable for demonstrable damage. PROUD2KNOW shall never be liable.
Article 17. Number of participants per workshop or course
1. PROUD2KNOW applies a maximum group size for the workshops and courses it organises. The client shall be notified of this maximum when the agreement is concluded.
2. The client must announce the number of participants in writing no later than one month prior to the start of a training course.
3. In the event that a participant is unable to attend, the client still owes the full price.
4. In the event that a participant is unable to attend, the client is entitled to send a replacement. PROUD2KNOW reserves the right not to accept this replacement if his or her level of knowledge and/or experience fails to reach that of the workshop, course and/or group. The client must notify PROUD2KNOW of any replacement no later than 24 hours before the start of the workshop or course.
Article 18. Workshop or course dates / number of days
1. The workshop or training dates and the number of course or workshop days shall be determined in consultation with the client.
2. PROUD2KNOW is entitled to change the dates and times of workshops or courses no later than 3 weeks before the original start agreed.
Article 19. Course or workshop material / course and workshop location
1. At the request of the client, course or workshop materials can be provided in the client’s house style. The extra costs arising from this shall be payable by the client.
2. The client is responsible for finding a suitable workshop or course location, unless otherwise agreed in writing. Location costs, travel expenses and accommodation costs of participant(s) and trainer(s) of PROUD2KNOW shall be payable by the client.
3. Cancellation costs for flight tickets, accommodation and related cancellation costs shall be payable by the client at all times.
Article 20. Cancellation of open workshops or courses
1. PROUD2KNOW has the right to cancel a workshop or course based on open registration no later than 4 weeks in advance if the minimum number of registrations required for proper execution of the course or workshop is not achieved. This shall be at the discretion of PROUD2KNOW. Such cancellation shall not result in any form of liability for compensation on the part of PROUD2KNOW.
2. The client can cancel a(n) (open) course or workshop free of charge no later than 4 weeks before the start of the course or workshop. In the event of later cancellation the client shall pay the full price.
Article 21. Cancellation of customised (in-company) courses or workshops
1. In the case of in-company training courses, the client shall owe the following cancellation costs when a workshop or course is cancelled:
8 weeks before the first training date: 30%
6 weeks before the first training date: 70%
4 weeks before the first training date: 100%
2. Cancellations of a course or workshop must be submitted in writing.
Article 22. Applicable law
1. Quotations submitted by PROUD2KNOW and all agreements entered into by PROUD2KNOW are exclusively governed by the laws of the Netherlands.
Article 23. Settlement of disputes
1. All disputes, of whatever nature, relating to and/or arising from agreements entered into by PROUD2KNOW and services provided by PROUD2KNOW shall be heard by the competent court in the Netherlands.
The ZZP PROUD2KNOW company, with its registered office in s-‘Hertogenbosch, the Netherlands.