ARTICLE 1 - DEFINITIONS
In these General Terms and Conditions, the terms “contractor”, “client” and “contract” are as follows:
- contractor: Sensileau B.V., hereafter called “Sensileau”
- client: the counterpart of the contractor (in Article 10 also referred to as “participant”)
- contract: the activities and/or goods or services provided by the contractor and the corresponding conditions to be determined in mutual consultation between the contractor and the client.
- terms and conditions: the General Terms and Conditions for Services Delivered by Sensileau (AVDS-EN)
ARTICLE 2 - GENERAL
- These terms and conditions apply to all offers, activities, contracts and agreements between Sensileau and the client, or their successors, unless the parties have expressly waived these conditions.
- By submitting an order, the client accepts these conditions. Unless otherwise agreed in writing, the client waives any terms used by him/herself, by whatever name, so that only Sensileau’s terms and conditions are applicable.
- These terms and conditions supersede all terms and conditions previously deemed applicable by a previous contract.
- These terms and conditions also apply to all contracts with Sensileau for which third parties are to be involved.
- If one or more of these provisions in these terms and conditions are deemed invalid or void, the remaining provisions retain their full force. Sensileau and the client shall enter into consultation as to new rules to replace invalid or void provisions, including, if and insofar as possible, the purpose and intent of the original provisions are observed.
- These terms and conditions may be cited as the “General Terms and Conditions for Services Delivered by Sensileau”, or “AVDS-EN”.
- The Dutch language terms and conditions prevail over any other terms and conditions written in English or translated into any other language.
ARTICLE 3 - OFFERS AND QUOTATIONS
- Quotations supplied by Sensileau are based on information provided by the client. The client warrants that to the best of his knowledge, all essential information for the planning, execution and completion of the contract has been provided.
- Quotations supplied by Sensileau are non-committal. The quotations are valid for a period of 30 days unless otherwise indicated. Sensileau is only bound by the quotation if the acceptance thereof by the other party is confirmed in writing within 30 days unless otherwise indicated.
- A complete quotation does not obligate Sensileau to carry out any part of the contract for a part of the quoted price. If the extent of the acceptance – i.e. the contract – deviates at any point from the quotation made by Sensileau to the client, the contract shall only be established from the point at which Sensileau confirms in writing the conclusion and content of the contract and thereby precisely defines which obligations arise for both parties under the agreement.
- All information supplied to the client in connection with a quotation in the form of but not limited to reports, brochures, catalogues, and all associated data in the form of designs, drawings/sketches, images, plans, ideas, models, samples, tables, diagrams, databases or calculations remain expressly and exclusively the industrial and intellectual property and copyright of Sensileau.
- The client at first request shall provide guarantees in respect of the timely fulfilment of his obligation under the agreement with Sensileau.
- Quotations do not automatically apply to future contracts.
ARTICLE 4 - AMENDMENTS TO CONTRACT
- Any total or partial modification or cancellation of a contract shall occur only after written confirmation by Sensileau.
- If Sensileau agrees to any such amendment or cancellation, the client shall in any case be obligated to reimburse the costs of any work Sensileau may have carried out.
- In the case of any such amendments or cancellations, Sensileau shall charge the client for the associated costs incurred and to re-determine any lead times associated with the commitments made by Sensileau under the contract.
ARTICLE 5 - DETERMINATION OF PRICES FOR QUOTATIONS
- If not otherwise determined, Sensileau’s rates shall be charged on an hourly basis.
- Included in the hourly rate are costs for telephone and administration etc. 50% of the hourly rate shall be calculated for time in motion/travel time. Travel and subsistence costs shall be declared in accordance with the quotation. For all quotations, only the actual time encurred shall be charged and, should this amount be exceeded by more than 5% of the price quoted, it shall only be declared after consultation with the client. All quotations made by Sensileau shall be exclusive of VAT, and other government levies and taxes, unless otherwise indicated.
- The total quotation shall be binding for both parties. Exceptions are:
- charges for additional work or a reduction in work
- charges for other extra payments and deductions in those cases in which this is expressly prescribed or clearly intended
- charges for amendments to costs mentioned in Article 6 – Payment Regulation for Salary and Cost Changes.
ARTICLE 6 – PAYMENT REGULATIONS FOR SALARY AND COST CHANGES
- The resulting increase or decrease in costs shall be charged if after the date of the quotation changes occurs in:
- salary costs
- the price of the delivery of materials and/or the fuel costs required for the execution of the work:
- salary costs means salaries and the associated social costs for the benefit of the work agreed upon.
- all materials and/or fuels for which standard costs are determined shall qualify for charges of price changes.
- The higher or lower costs of materials supplied for the benefit of the work for which no standard prices are fixed shall be determined by the reduction in prices of materials for which the same or similar materials shall be used and for which standard prices have been fixed.
ARTICLE 7 - RATES AND TARIFFS
- On the 1st January every year Sensileau shall be entitled to increase the tariff agreed in the quotations to a maximum of the rate of inflation for the previous year published by the CBS (Central Office of Statistics in the Netherlands). The client shall be notified by 1st December of the previous year at the latest.
- The client shall be entitled to terminate the contract if the increase is more than 10% per annum. The client shall not be entitled to terminate the contract if the authority for the increase in the tariff is authorised by legislation.
- Sensileau shall inform the client in writing of its intention to increase the tariff under Paragraph 1. Sensileau shall provide the extent and the date the increase shall take effect.
ARTICLE 8 - PROVISION OF INFORMATION AND COOPERATION
The client shall provide Sensileau in due time with all documents, information and contacts deemed necessary for the proper execution of the contract.
ARTICLE 9 - EXECUTION OF THE CONTRACT AND THE INVOLVEMENT OF THIRD PARTIES
- Sensileau shall carry out its activities to its best knowledge, expertise and ability.
- If the execution of the contract so warrants, Sensileau shall have the right to involve third parties for the contracted work (or parts of it). Sensileau shall do this in consultation with the client. Sensileau shall commit itself to ensure the agreed obligation and quality are maintained to the best of its ability.
- Sensileau shall not accept any responsibility for the work carried out by third parties insofar as they themselves have entered into an agreement with the client.
- If on behalf of the client, the engagement of a sub-contractor is prescribed, the client shall be obliged to know the conditions of the sub-contractor and to have accepted and approved them.
- Sensileau shall not be liable for damages whatsoever if Sensileau acts upon false, inaccurate or incomplete information provided by the client unless Sensileau was informed about such inaccuracy or incompleteness beforehand.
- If it is agreed that the contract is carried out in phases, Sensileau shall be able to postpone parts of the work of subsequent phases until the client has approved the results of previous phases in writing.
- If Sensileau or third parties are contracted by Sensileau to carry out work at the client’s premises or at a location designated by the client, then the client shall be obliged to provide facilities deemed reasonably necessary for the employees.
ARTICLE 10 - SPECIFIC ACTIVITIES: TRAINING COURSES
- Upon registration for a classroom, e-learning or hybrid course, Sensileau will send an invoice to the participant, i.e. client. In all cases, payment must be received prior to the start of training.
- The participant (i.e. the client) may not allow anyone else to access the e-training courses via the personal log-in details provided by Sensileau. The client must comply with all health and safety rules and regulations and any other reasonable security requirements that apply at the premises at which the training courses are provided. Sensileau reserves the right to remove any delegate from a training course whose behaviour is deemed inappropriate by Sensileau or its trainers. In these circumstances, Sensileau will neither refund any fees nor reimburse any other costs.
- Sensileau does not accept responsibility for anyone acting as a result of the information in, or views expressed on, its training courses including course materials. Opinions expressed are those of individual trainers and not necessarily those of Sensileau. Participants should take professional advice when dealing with specific situations. Should a participant require an invitation letter from Sensileau, we are able to provide this as long as full payment of the training course fee has been received. Sensileau is not able to act on behalf of the participant and is not responsible for any costs incurred by failure to obtain a full visa.
- Sensileau ensures that all our training services are delivered diligently and in a good, workmanlike, timely and professional manner consistent with industry standards. The training services will be performed as described in the individual class agendas. Sensileau shall provide such trainers to present the training course as it, in its sole discretion, deems fit and Sensileau shall be entitled at any time to substitute any trainer with any other person who, in Sensileau's sole discretion, it deems suitably qualified to present the relevant course.
Sensileau does not warrant that the provision of any content online will always be available or be uninterrupted, timely or error-free, that defects will be corrected or that such content is secure or free from bugs, viruses, errors and omissions.
- All training materials are owned by Sensileau. All intellectual property rights in all training materials available, including the design, graphics and text of all printed materials and the audio of all webinars and podcasts, are owned by Sensileau. When the client is given access to the training materials, a non-exclusive, non-transferable, revocable licence to use the training material is granted. No training materials may be copied, reproduced, uploaded, posted, displayed or linked to in any way, in whole or in part, without Sensileau's prior permission. Any such use is strictly prohibited and will constitute an infringement of Sensileau's intellectual property rights.
- Cancellation by customer
- Face-to-Face. If the participant notifies Sensileau in writing (by email or post) that they wish to cancel a face-to-face training course not less than 7 days before the start date of a course, they will be entitled to a 100% refund. Refunds will be processed within 28 days of receiving a request via bank transfer to the original payer. If the reason the participant needs to cancel a face-to-face training course is that they have been declined a visa, we can issue a full refund as long as they have proof that the visa has been declined and they give us at least 28 days' notice. If a participant withdraws for any reason less than 7 days before the start date of a course, no refund will be issued but the participant may transfer their place on the course to a substitute, or opt to participate in the course at another (later) date. Substitutions should be notified to Sensileau at least 48 hours prior to the course start date. If the participant fails to attend the course on which they are booked without giving prior notice to Sensileau, we are unable to refund the course fees or offer a transfer.
- E-Learning. Once the participant has booked an e-learning course or package, the fee is non-refundable. If the participant cancels any e-learning course or package, they will not be entitled to any refund. There is no charge for transferring the booking to the same course on an alternative date, provided Sensileau is notified in writing not less than 5 working days before the start of the training course and if there is availability. However, a transfer fee of 20% of the course fee (plus VAT) will be payable if the notice is received less than five (5) working days before the start of the original course. If the participant transfers the booking they will not receive any refund, and they will not be entitled to transfer more than once.
ARTICLE 11 - AMENDMENTS TO THE CONTRACT, SUPPLEMENTARY WORK
- The client shall accept that the timing of the contract may be affected if the parties decide to amend the approach, method and scope of the contract or the resulting work. If amendments to the execution of the contract are made by the client, Sensileau shall carry out the necessary amendments in consultation with the client. If this leads to additional work, it shall be deemed as a supplement to the contract and charged as such. Sensileau shall reserve the right to charge the client for the additional costs of amending the contract.
- Notwithstanding Paragraph 1, Sensileau shall not charge the client supplementary fees if the amendments or supplements to the contract are caused by circumstances attributable to Sensileau itself.
ARTICLE 12 - DELIVERY
- The work shall be deemed completed at the first of two points in time: either Sensileau has informed the client in writing after completion of the work, or the client has actually made use of the work.
- Sensileau shall complete the work within the agreed time except in cases of force majeure (see Article 23).
- The actual completion of the work shall not be deemed to have been completed in a technical sense if, after completion of any report, Sensileau’s invoice has not been paid within the period stipulated in the contract.
- Until the time of payment to Sensileau, the client shall not be permitted to make clear, copy and/or otherwise reproduce and/or distribute research results, research reports and/or parts of reports.
ARTICLE 13 - PAYMENT
- Payment shall be made without discount or claim to compensation within 30 days of the date of the invoice unless the client and Sensileau agree otherwise in writing. The specified date on Sensileau’s account statement of the receipt of payment shall be deemed the date payment has been made.
- Objections to the amount of the invoice shall postpone payment obligations.
- After the expiry of the deadline for payment without the (full) performance of the agreement (payment) the client is in default of payment without notice being required and Sensileau shall then have the right to charge statutory interest. The interest on the amount outstanding shall be calculated from the time the client is in default until the time of full payment, whereby part of a month shall be considered a full month. The costs of a reminder and summons due to the default in payment of the principle amount shall be calculated each time at twice the hourly rate charged to the client. These costs relate to the administrative costs incurred by Sensileau.
- If payment is more than one month in default, Sensileau shall reserve the right to suspend execution of the contract until such payment has been made.
- In case of the liquidation, bankruptcy, seizure or receivership of the client, Sensileau’s claims against the client shall become due.
- Sensileau shall have the right to spread payments received from the client to firstly reduce costs, secondly to deduct interest and then to reduce the principle sum and accrued interest. Sensileau shall be able to refuse an offer of payment without being in default if the client indicates a different order of allocation. Sensileau shall be able to refuse the total payment of the principle if the outstanding and accrued interest and total costs are not met.
- If the client fails to fulfil his obligations, all costs incurred for collection both judicial and extrajudicial shall be charged to the client.
ARTICLE 14 - CLOSURE OF CONTRACT
The contract shall be deemed complete in a financial sense when the invoice has been approved by the client. The client shall inform Sensileau within 30 days of the date of the invoice. If the client does not react within this period, the invoice shall be deemed approved. All work supplied by Sensileau to the client remains the property of Sensileau until payment has been made.
ARTIKEL 15 - OWNERSHIP
- All goods delivered by Sensileau, including designs, sketches, drawings, films, software (electronic) files, etc. remain the property of Sensileau until the client has fulfilled his obligations under the contracts made with Sensileau.
- The client shall not be authorised to hypothecate or otherwise entail any goods falling under the term Ownership.
- If third parties seize, establish or exercise rights on goods falling under the term Ownership, the client shall be obliged to inform Sensileau as soon as reasonably expected.
- The client shall be obliged to insure and keep insured against fire, explosion, water damage and theft of the good falling under the term Ownership and to keep the insurance policy ready for inspection upon request.
- Goods supplied by Sensileau mentioned under Paragraph 1 of this article may only be resold in the course of normal business activities and may never be used as currency.
- In the event that Sensileau shall want to exercise its property rights given in this Article, the client shall give its unconditional and irrevocable permission for Sensileau or a designated third party to access all premises where such properties are located and to retrieve them.
ARTICLE 16 - RESEARCH, CLAIMS AND COMPLAINTS
- Complaints about work carried out shall be reported to Sensileau by the client in writing within two weeks of the date of invoice but within three weeks of completion of the work. This notice shall give as detailed a description as possible of the shortcomings in order for Sensileau to be able to react adequately.
- If a complaint is justified, Sensileau shall carry out the work as agreed, unless the client deems the work evidently futile. This shall be made clear by the client in writing.
- If the work to be carried out in the agreement is deemed no longer possible or useful, Sensileau shall only be liable within the confines of Article 20.
ARTICLE 17 - TERMINATION
- Premature termination of the agreement shall be substantiated and confirmed in writing.
- In the case of premature termination by the client, Sensileau shall demand cancellation charges. The cancellation charges shall be expressed as a percentage of the amount stipulated in the contract and dependent on the work which has been carried out to fulfil the contract, the type of services or goods covered by the contract, and the costs incurred at the time of cancellation. The preliminary results of the work carried out thus far shall be made available to the client with reservations.
- In case of premature termination by the client, Sensileau shall ensure upon request and in consultation with the client that work still has to be carried out is transferred to a third party.
- If the transfer of such work incurs extra costs, these shall be charged to the client.
- In the case of termination as mentioned in this Article, Sensileau shall not be obliged to reimburse the client for any damages.
ARTICLE 18 - SUSPENSION AND TERMINATION
- Sensileau shall have the right to suspend the fulfilment of its obligations or to terminate the contract if:
- the client cannot comply or fully comply with the obligations under the contract;
- after the conclusion of the contract Sensileau learns of circumstances giving good reason to fear that the client cannot fulfil his obligations. If good reasons exist to fear the client shall only partially or improperly fulfil his obligations, suspension of Sensileau’s obligations shall only be permissible in so far as justified by the shortcomings;
- the client during the conclusion of the contract is required to provide security for the fulfilment of his obligations in the contract and such security is not forthcoming or insufficient.
- Furthermore, Sensileau shall have the right to terminate the contract if circumstances of such a nature arise that fulfilment of the contract is impossible or cannot be fulfilled to standards of reasonableness and fairness, or if other circumstances of such a nature arise that the unaltered fulfilment of the contract cannot be reasonably expected.
- If the contract is terminated, Sensileau's outstanding accounts shall be immediately payable. If Sensileau suspends the fulfilment of its obligations, it shall retain its rights under the law.
- Sensileau shall reserve the right to claim damages.
ARTICLE 19 - RETURN OF ITEMS MADE AVAILABLE
- If Sensileau has made items available to the client in the execution of the contract, the client shall be obliged to return these upon written request within 14 days in their original condition, free from defects and in their entirety. If the client does not fulfil this obligation, the resulting costs may be charged.
- If the client, for whatever reason, after notice to the effect, still remains under default under Paragraph 1, Sensileau shall have the right to charge for the resulting damages and costs, including the costs of an equivalent replacement.
ARTICLE 20 - LIABILITY
- For each contract accepted Sensileau shall commit itself to making an effort to obtain results. Sensileau cannot be held liable for results not obtained. The client shall indemnify Sensileau for third-party claims for damages unless these are the result of the execution of the contract and due to gross negligence by Sensileau, its employees, sub-contractors or suppliers.
- Sensileau is solely responsible for shortcomings in the execution of the contract resulting from negligence and incompetence in giving advice and the execution of contract.
- If Sensileau is deemed liable for direct damage, then liability shall be limited to the amount for which the work is or was to be carried out.
- Notwithstanding the provisions under Paragraph 3 of this article, for a contract with a duration of longer than 6 months liability shall be limited to the fees due for the last six months.
- In no case can claims be made for damages caused by loss of income of the client (in any way whatsoever) or indirect and consequential damage.
- The client can claim shortcomings in the execution of the contract if the client makes this known in writing within three months after the completion of the contract.
ARTICLE 21 - DISCLAIMER
- The client shall indemnify Sensileau for third-party claims of intellectual property rights and materials or information provided by the client for the execution of the contract.
- If the client provides Sensileau with information media, electronic files or software, etc., the client shall guarantee that the said information media, electronic files or software shall be free of viruses and defects.
ARTICLE 22 - PASSING OF RISK
The risk of loss or damages to property subject to the contract shall pass to the client the moment this is legally or actually delivered to the client and thus in the power of the client or a third party designated by the client.
ARTICLE 23 - FORCE MAJEURE
- Sensileau shall not be obliged to fulfil any obligation at its expense if it is hampered by circumstances not attributable to negligence, the power of the law, a legal act or the prevailing opinion.
- Force majeure in these terms and conditions is apart from that which is understood by the law or jurisprudence, all external causes, foreseen or unforeseen, which Sensileau cannot influence but which prevents Sensileau from meeting its obligations. This shall include but is not limited but not limited to acts of God, war, strikes or labour disputes, embargoes, government orders or any other force majeure event.
- Sensileau shall also have the right to invoke force majeure if circumstances which render (further) fulfilment impossible occur after Sensileau should have fulfilled its obligations.
- Parties may suspend their contractual obligations during the period of force majeure. If this period lasts longer than two months, each of the parties shall have the right to terminate the contract without any obligation to pay damages to the other party.
- As far as Sensileau at the time of the invocation of force majeure has partially fulfilled or shall partially fulfil its obligations, and this fulfilment respectively the part of the contract to be fulfilled is attributed an independent value, Sensileau shall have the right to invoice separately work already fulfilled respectively the part to be fulfilled. The client shall be obliged to pay this invoice as if it were a separate contract.
ARTICLE 24 - CONFIDENTIALITY
- Both parties are obliged to disclose any confidential information obtained from each other or other sources within the framework of the contract. Information shall be confidential if it is deemed so by the other party or if it arises from the nature of the information.
- If, by virtue of a statutory provision or a judicial decision, Sensileau is obliged to convey confidential information to third parties designated by law or by the court, and Sensileau in this matter may not appeal to a legal right of exemption or one granted by a court, then Sensileau shall not be obliged to pay damages or compensation and the other party shall not have the right to terminate the contract on account of any damages resulting from this.
ARTICLE 25 - INTELLECTUAL PROPERTY AND COPYRIGHT
Notwithstanding the other provision in these general terms and conditions, Sensileau shall reserve the right and powers attributable to Sensileau under copyright law.
- Models, methodologies and tools developed and/or adapted for the client in the execution of the contract are and remain the property of Sensileau. Other forms of publication of such property are only permissible after obtaining written consent from Sensileau.
- All documents, such as reports, opinions, orders, designs, sketches, drawings, software etc. provided to the client can be used and copied by the client for personal use within the client’s organisation. All documents provided by Sensileau may not be published by the client or given to third parties without the prior consent of Sensileau unless the nature of the documents provided dictates otherwise.
- Sensileau shall reserve the right to use the knowledge gained via the execution of the contract for other purposes, provided that no confidential information is given to third parties.
ARTICLE 26 - DISPUTES
- In the case of disputes arising from this contract or any following contract, the parties shall try in the first instance to solve their dispute via mediation in accordance with the relevant rules of the “Stichting Nederlands Mediation Instituut te Rotterdam” (Foundation Dutch Institue of Mediation in Rotterdam) as is valid on the date of the start of the mediation.
- Disputes arising from a contract between a supplier and another party and which proves impossible via mediation mentioned in Paragraph 1 of this article shall be submitted to the competent court as a court of the first instance in the district in which the supplier is established, with the understanding that if a judge is mandatorily appointed, the dispute shall be settled by the judge so appointed as the judge of the first instance, without prejudice to the rights of the supplier to seizure and other interim measures or to take the place of the courts where the supplier so wishes.
- Paragraph 25.2 shall not prejudice the right of the supplier to refer a dispute to the appointed court or to obtain a settlement by arbitration or non-binding advice.
ARTICLE 27 - APPLICABLE LAW
Dutch law shall apply to all contracts between Sensileau and the client; even if the client is a resident or established in a country other than the Netherlands.
ARTICLE 28 - VALIDITY
If any provision of these terms may be invalid in whole or in part and/or not enforceable as a result of statutory regulations, court order or any directive, decision, recommendation or measures of any local, regional, national or supranational authority or agency, or otherwise, then it shall have no effect on the validity of these terms. If any provision of the terms is deemed invalid for the reasons referred to above but valid if they had a more limited range or scope, then this provision shall apply automatically to the most far-reaching or extensively limited range with which or in which it is valid.
ARTICLE 29 - AMENDMENTS
These terms and conditions are filed with the Dutch Chamber of Commerce. The last registered version or the version valid at the time of the conclusion of the contract is applicable.