Terms

Definitions

Agreement

All agreements between the Parties concerning the Services to be provided by The Talent Institute to the client/​trainee and/​or the Goods delivered to the client/​trainee;

Client/​Trainee

The natural and/​or legal person or persons to whom The Talent Institute makes an Offer and/​or with whom The Talent Institute concludes an Agreement.

Goods

The items to be delivered by The Talent Institute based on the Agreement or for the benefit of the client/​trainee, being items of property and/​or property rights;

The Talent Institute

The Talent Institute B.V. (registered at the Dutch Chamber of Commerce under number 63777185), with its registered office at Johan Huizingalaan 763A, 1066 VH Amsterdam;

Offer/​Offers

Every offer by The Talent Institute to conclude an Agreement;

Party/​Parties

The Talent Institute and the client/​trainee jointly or each of them individually;

Services

All services and/​or work, technical or otherwise, of any nature whatsoever, performed by The Talent Institute, in the broadest sense; and

Terms and Conditions

These General Terms and Conditions of services of The Talent Institute.

General

These Terms and Conditions are applicable to all Offers and Agreements.

In case of invalidity or annulment by the client/​trainee of one or more provisions of the Terms and Conditions, the remaining provisions of the Terms and Conditions will continue to apply in full to the Agreement. The Parties will consult each other on replacing the invalid or voided provision of the Terms and Conditions by a provision which is valid or not voidable and which approaches the content and purport of the invalid or voided provision as closely as possible.

In so far as an Agreement deviates from one or more provisions of the Terms and Conditions, the provisions of the Agreement will prevail, except as expressly agreed otherwise. The remaining provisions of the Terms and Conditions will in that case continue to apply in full to the Agreement.

Offers

An Offer made by The Talent Institute to the client/​trainee constitutes an Agreement when such Offer is accepted by the client/​trainee by countersigning the Offer in writing and that countersigned Offer is received by The Talent Institute.

The Talent Institute may revise or amend the Offer until the moment the client/​trainee has accepted such Offer in writing. Until accepted in writing by the client/​trainee, The Talent Institute may withdraw an Offer so made to the client/​trainee.

The prices stated in the client Offer are exclusive of VAT and other government levies as well as any costs incurred within the context of the Agreement, including travel and accommodation expenses, postage and administration costs, unless otherwise stated.

If the acceptance (whether or not on secondary points) deviates from the specifications of the Offer, The Talent Institute will not be bound to it. The Agreement therefore will not be affected in accordance with this non-standard acceptance, unless The Talent Institute indicates otherwise in writing.

Contract duration, lead times, risk transfer, performance of and amendments to the Agreement

The Agreement is entered into for the period of time indicated in the Offer which the Parties will agree on definitively in the period leading up to delivery by The Talent Institute in good faith unless the Parties have expressly agreed otherwise in writing.

If a period of time has been agreed or stated for carrying out particular work or delivering particular Goods or Services, this will never be a strict deadline. If this deadline is exceeded, the client/​trainee must therefore serve The Talent Institute with written notice of default. In doing so, The Talent Institute must be offered a reasonable period of at least 30 days in which to perform its obligations under the Agreement.

The Talent Institute will perform the Services as per the Agreement to the best of its knowledge and ability and in accordance with high standards, all on the basis of the state of the art known at that time.

The Talent Institute is entitled to have certain work carried out by third parties. The applicability of Sections 404, 407(2) and 409 of Book 7 of the Dutch Civil Code is expressly excluded.

The Talent Institute is entitled to perform the Agreement in various phases and to invoice the parts thus performed separately. The Talent Institute is entitled to charge the client at least 50% of the expected invoice amount by way of an advance payment if all or part of the Agreement involves organizing an event, such at the discretion of The Talent Institute.

The client/​trainee will ensure that any data, of which The Talent Institute has indicated that they are required, are given to The Talent Institute in good time. If the data required for the performance of the Agreement are not given to The Talent Institute in good time, The Talent Institute will be entitled to suspend performance of the Agreement. The period for performance will not commence before the client/​trainee has made the information available to The Talent Institute. The Talent Institute is not liable for loss, of any nature whatsoever, through the fact that The Talent Institute has based its work on incorrect and/​or incomplete information provided by the client/​trainee.

If the Agreement is amended, including any additions thereto, The Talent Institute is entitled to perform it only after written approval has been given by an authorized person at The Talent Institute and the client/​trainee has agreed to the price and other conditions for its performance, including the timing to be decided on for its performance. Failure to perform the amended Agreement or failure to perform it on time will not constitute a breach on the part of The Talent Institute, and will not be grounds for the client/​trainee to terminate or cancel the Agreement.

The Talent Institute may refuse a request for an amendment to the Agreement if such would have consequences in a qualitative and/​or quantitative sense, such as for the work to be performed or goods to be delivered in that context, without this resulting in The Talent Institute being in breach.

Suspension, cancellation and early termination of the Agreement

The Talent Institute will be entitled to terminate the Agreement without any obligation on its part to pay any damages or compensation, if circumstances arise of such a nature that compliance with the Agreement is impossible, or if circumstances otherwise arise of such a nature that The Talent Institute cannot reasonably be expected to maintain the Agreement unchanged.

If the Agreement is terminated, the claims of The Talent Institute on the client/​trainee will be immediately due and payable. If The Talent Institute suspends compliance with its obligations, it will retain its claims under the law and the Agreement.

If The Talent Institute suspends or terminates the Agreement, it will not be obliged in any manner whatsoever to compensate for any resulting losses and costs arising in any manner whatsoever.

If the termination is attributable to the client/​trainee, The Talent Institute will be entitled to compensation for the loss, including the costs, arising directly or indirectly therefrom.

If the client/​trainee terminates all or part of the Agreement, the work that has been performed and the hours of labour reserved for performing the Agreement will be charged in full to the client/​trainee.

If an event is to be organized by The Talent Institute on behalf of the client/​trainee (including workshops, training sessions etc., such at the discretion of The Talent Institute), a cancellation scheme will apply. If the client/​trainee wishes to terminate the Agreement (i.e. cancel it, or not to have it commence at the agreed moment), The Talent Institute will in any case be entitled to charge the following cancellation fees to the client/​trainee:

25% of the quoted invoice amount if cancellation is within one (1) month before commencement of the event;

50% of the quoted invoice amount if cancellation is within fourteen (14) days before commencement of the event;

100% of the quoted invoice amount if cancellation is within forty-eight (48) hours before commencement of the event.

The Talent Institute will be entitled at all times to claim compensation from the client/​trainee for all loss actually incurred by it if an event as referred to in Article 5.6 is cancelled.

Force Majeure

The Talent Institute is not required to comply with any obligation vis-à-vis the client/​trainee if it is prevented from doing so as a consequence of a circumstance that cannot be attributed to any fault on its part, nor under the law, a legal act or generally accepted standards.

In these terms and conditions force majeure is taken to mean not only those circumstances referred to in statute law and case law, but also all circumstances of external origin, whether foreseeable or unforeseeable, over which The Talent Institute has no control but which prevent The Talent Institute from complying with its obligations. This includes strikes in the business of The Talent Institute or of third parties. The Talent Institute also has the right to invoke force majeure if the circumstance preventing further performance occurs after The Talent Institute should have fulfilled its obligation.

As long as the force majeure persists, The Talent Institute may suspend its obligations under the Agreement. If this period lasts longer than two months, each party will be entitled to terminate the Agreement, without any obligation to compensate the client/trainee’s losses.

If, at the time when the force majeure begins, The Talent Institute has already fulfilled or will be able to fulfil part of its obligations under the Agreement, and this part can be considered to have independent value, The Talent Institute will be entitled to charge separately for the part already fulfilled or to be fulfilled. the client/​trainee will be obliged to pay this invoice as if a separate Agreement existed.

Payment and collection costs

Payment must be made at all times within 30 days of the invoice date in a manner to be stated by The Talent Institute and in the currency in which the invoice is made out, unless indicated otherwise by The Talent Institute in writing. The Talent Institute is entitled to submit invoices on a periodic basis.

If the client/​trainee fails to pay an invoice on time, the client/​trainee will be in default by operation of law. In that case, under Section 119(a) of Book 6 of the Dutch Civil Code the client/​trainee will owe statutory commercial interest. The interest on the payable amount will be calculated from the moment that the client/​trainee is in default, up to the moment that the amount owing has been paid in full.

If the client/​trainee is in default of payment of any invoice as referred to in Article 7.2, all other outstanding invoices will be immediately due and payable without notice of default being required.

The client/​trainee will never be entitled to set off any amounts owed by it to The Talent Institute. Objections to the amount of an invoice do not suspend the payment obligation.

If the client/​trainee is in breach or fails to comply with its obligations, or fails to comply in time, all actual costs to obtain payment out of court will be charged to the client/​trainee. Any out-of-court and enforcement costs will also be recovered from the client/​trainee. The client/​trainee will also owe any interest payable on the debt collection costs.

Liability and compensation for loss

The Talent Institute is liable vis-à-vis the client/​trainee for loss incurred by the client/​trainee that is the direct and sole consequence of attributable failure by The Talent Institute to comply with the Agreement and which must manifest itself within a period of no more than 24 months after the termination of the Agreement or delivery.

This liability of The Talent Institute is limited to a maximum of the invoice value excluding VAT. If the Agreement is a continuing performance agreement, the liability will be limited to one time the total amount that was stipulated within the context of the assignment in the last six months before the client/​trainee incurred the loss, excluding VAT, up to a maximum of EUR 200,000.

The following do not qualify for compensation:

loss arising through acts or omissions of the client/​trainee or third parties contrary to the instructions issued by The Talent Institute and/​or in conflict with the Agreement and the Terms and Conditions;

loss as a direct or indirect consequence of incorrect, incomplete and/​or unsatisfactory information provided by or on behalf of the client/​trainee to The Talent Institute.

The client/​trainee The Talent Institute against all claims from third parties due to loss arising from or in connection with work carried out and/​or Goods delivered by The Talent Institute.

A series of related loss-causing events will be considered as a single event/​claim for the application of this article.

The limitations and/​or exclusions of liability contained in this article also apply for the benefit of the personnel of The Talent Institute and the auxiliary persons involved by The Talent Institute in the performance of an Agreement.

Intellectual property

The Talent Institute retains the copyright and all other intellectual property rights in the materials and methods used by The Talent Institute in rendering the Services.

The rights to the information referred to in Article 9.1 remain the property of The Talent Institute, irrespective of whether the client/​trainee has been charged costs for their production. This information may not be copied or used by the client/​trainee or disclosed to third parties without the explicit permission of The Talent Institute.

All other intellectual property rights in any concepts, ideas, products, methods, models or work created by the client/​trainee prior to, during or after the term of this Agreement will vest in the client/​trainee.

Confidentiality

Both Parties are bound not to disclose any confidential information they have acquired from each other or from some other source within the context of their Agreement. Information is to be regarded as confidential if a Party has stated that it is confidential or if it is obvious from the nature of the information that it is confidential.

Any person that may be engaged by The Talent Institute for the support of the client/​trainee while rendering the Services under this Agreement will sign a separate Non-Disclosure Agreement with The Talent Institute. Upon request, The Talent Institute will share the list of persons so engaged and contracted by The Talent Institute.

If The Talent Institute is obliged, by virtue of a statutory provision or a judicial ruling, to disclose confidential information to third parties designated by the law or a competent court and The Talent Institute is unable to claim a right of non-disclosure recognized or granted by the competent court in such a case, then The Talent Institute will not be obliged to pay any damages or compensation and the client/​trainee will not be entitled to terminate the Agreement.

Applicable law and disputes

All Agreements concluded by The Talent Institute will be exclusively governed by Dutch law.

All disputes between the Parties will be exclusively submitted to the Court of Amsterdam.