1. General
1.1 These terms and conditions apply to all offers from ThriveDigitally BV (hereinafter referred to as ThriveDigitally), to all agreements concluded between ThriveDigitally and the client, as well as to all (legal) actions in preparation or implementation thereof.
1.2 The applicability of any general terms and conditions or stipulations of the client is expressly excluded.
1.3 Changes or additions to these terms and conditions and/or the agreement are only effective if and insofar as they are confirmed in writing by ThriveDigitally.
1.4 All forms of (IT) training/education/courses/certification and other forms of instruction will be referred to hereinafter as “trainings” for convenience.
2. Establishment of agreement
2.1 All offers and quotations are made without obligation, unless expressly stated otherwise.
2.2 Any offer or quotation will in any case lapse if it is not accepted within 1 month.
2.3 Merely issuing a quotation, budget or similar communication cannot be equated with a binding offer or quotation and cannot therefore oblige ThriveDigitally to conclude an agreement.
2.4 An assignment agreement is concluded by both parties signing an assignment confirmation, stating a description of the assignment and the rates. An assignment agreement is also concluded if the client registers for a training via the ThriveDigitally website and the registration is confirmed by ThriveDigitally via email. Furthermore, in any case, the assignment agreement is deemed to have been agreed upon at the time when ThriveDigitally has started the execution of that assignment.
3. Registrations for training and payment
3.1 Registrations for training must be made in writing and must be received by ThriveDigitally at least 10 days before the start of the training.
3.2 Only if (and insofar as) ThriveDigitally confirms the client’s participation in a training in writing, will the client have a right to that training in question.
3.3. Registrations for training courses based on open registration will be processed by ThriveDigitally on a first-come, first-served basis. ThriveDigitally reserves the right to change after the confirmation of art. 3.2 above to change the times and/or location of the training. After changes in times and/or location, the client has the right to cancel his participation free of charge within 5 days after such notification.
4. Cancellation
4.1 If a training is canceled by the client within a period of 29 to 14 days before the start, the client is obliged to pay 50% of the amount due to ThriveDigitally.
4.2 If a training/assignment is canceled after this period, the client must pay 100% of the amount due. Of course, 100% of the amount due must also be paid if the student does not show up for any reason.
4.3 Shifting a training to another date is possible under the following conditions. If the written request is received by ThriveDigitally 14 days or more before the start of the training in question, no costs will be owed to ThriveDigitally. If the written request is received by ThriveDigitally within 14 to 5 days before the start of the training in question, 25% of the amount due will be charged. If the written cancellation is received later, 50% of the amount due will be invoiced. It is no longer possible to cancel or reschedule on the day of the training itself.
4.4 Once rescheduled training sessions cannot be rescheduled or canceled again. Cancellations and shifts can only be made in writing and the moment of receipt by ThriveDigitally counts as the moment of shift or cancellation.
4.5 The Client may at any time appoint replacements for already registered students.
4.6 ThriveDigitally is at all times free to cancel a training or move it to another date, without ThriveDigitally being obliged to pay any compensation other than the refund of the paid rate in the event of cancellation. In the event of a rescheduling, ThriveDigitally will be obliged to refund the amount paid if the client waives this other training date. ThriveDigitally is free to change the location of performance, whereby the additional one-way travel distance will never exceed 100 km. If the place of performance is different from the ordered location, ThriveDigitally will compensate the travel distance between the two per training day with a standard compensation of € 0.19 per kilometer, with a maximum daily allowance of € 38.00.
5. Rates
5.1 The agreed rates apply to all training courses (and other services) offered by ThriveDigitally. However, these rates are based on the circumstances applicable at the time of concluding the agreement. If these circumstances change after the conclusion of the agreement, ThriveDigitally reserves the right to adjust its prices accordingly. If and insofar as the prices are thus increased by more than 15%, the client has the right to terminate the agreement without being obliged to pay any compensation.
5.2 All prices are exclusive of VAT.
6. Payment
6.1 The Client will pay the amounts charged to ThriveDigitally within 14 days after the invoice date and in no case (regardless of the invoice date) later than 8 days before the start of the training. All amounts charged to the client must be paid without discount or deduction. The Client is not entitled to settlement. Furthermore, the Client does not have the right to suspend any payment obligation towards ThriveDigitally.
6.2 The client is in default by the mere expiry of the above payment term. In that case, all claims, for whatever reason, of ThriveDigitally on the client are immediately due and payable.
6.3 From that day onwards, the Client owes default interest on all amounts that are not paid no later than the last day of the payment term, equal to the commercial interest rate applicable in the Netherlands at that time, plus a surcharge of 3%.
6.4 From the moment the payment term expires, the client is obliged to ThriveDigitally to fully reimburse the extrajudicial (collection) costs. The extrajudicial costs to be reimbursed by the client amount to at least 15% of the unpaid amount, with a minimum of € 500, plus the turnover tax due. Any amount received from the client will first serve to settle any interest and costs due.
6.5 The Client undertakes, at the first request of ThriveDigitally, to cooperate in providing proper security for the payment of the (outstanding) invoices.
7. Warranty and complaints
7.1 ThriveDigitally guarantees to the client that the training courses it provides comply with what has been agreed. Complaints must be reported in writing to ThriveDigitally immediately and no later than 8 days after discovery of the alleged defect. If the complaint is found to be justified by ThriveDigitally, ThriveDigitally undertakes to carry out this training again. ThriveDigitally is thus fully discharged of its obligations towards the client and is not obliged to pay any further (damages) compensation.
8. Liability and Indemnification
8.1 ThriveDigitally is only liable for damage suffered by the client which is the direct result of a shortcoming attributable to ThriveDigitally in the fulfillment of its obligations arising from the execution of the assignment, with the exclusion of the provisions of Article 407, paragraph 2 of Book 7. of the Civil Code. Any liability is limited to the amount paid out under the professional liability insurance in the relevant case.
8.2 If the above-mentioned limitation is not legally applicable for any reason, ThriveDigitally’s liability is limited to a maximum of one time the amount of the price charged by ThriveDigitally to the client for carrying out the work in which the cause of the damage is located. The foregoing is an exception in the event of intent or gross negligence on the part of ThriveDigitally.
8.3 ThriveDigitally is furthermore not liable for damage caused by actions or omissions of third parties involved by the client in the execution of the assignment, unless that damage is partly caused by intent or gross negligence on the part of ThriveDigitally.
8.4 ThriveDigitally is always entitled to limit or undo the damage suffered by the client as much as possible, to which the client will provide full cooperation. The Client indemnifies ThriveDigitally against claims from third parties regarding damage related to or arising from the assignment carried out by ThriveDigitally, if and insofar as ThriveDigitally is not liable to the Client for this under the provisions of this article.
8.5 The limitations of liability laid down in the previous paragraphs are also stipulated for the benefit of third parties engaged by ThriveDigitally in the execution of the assignment, who can therefore directly rely on those limitations of liability.
9. Intellectual Property
9.1 The Client will not receive any intellectual property rights with regard to the training and other services, or the materials made available, regardless of whether those intellectual property rights rest with ThriveDigitally or with someone else.
9.2 The intellectual property rights of the published course content, also referred to as an info sheet, belong to ThriveDigitally. It is not permitted to publish the course information, the information sheet, in written or digital form without the express permission of ThriveDigitally. The course content should be understood as the description of the course content in sentences as well as the division of the course into modules and topics in the modules.
9.3 ThriveDigitally declares that to the best of its knowledge, the training and other services do not infringe any intellectual property rights of third parties applicable in the Netherlands. In the event of claims from third parties regarding an infringement of such rights, ThriveDigitally can, if necessary, replace or change the relevant training and other services, or terminate the agreement in whole or in part. The Client only has the right to terminate the agreement insofar as maintenance thereof cannot reasonably be expected of him.
9.4 The Client will immediately notify ThriveDigitally of any claim by a third party regarding an infringement of intellectual property rights with regard to the training courses and other services. In that case, ThriveDigitally is entitled to defend against this, also on behalf of the client, or to take legal measures against that third party, or to reach an amicable settlement with that third party. In all cases, the client will provide ThriveDigitally with its optimal cooperation.
10. Default and termination
10.1 In the event of default by the client or in one of the cases referred to in article 10.2, ThriveDigitally is entitled to suspend the execution of the agreement concluded with the client and/or to dissolve that agreement in whole or in part, at its discretion.
10.2 In the event of (provisional) suspension of payment, bankruptcy, closure or liquidation of (the company of) the client, all agreements will be deemed to have been dissolved immediately, unless ThriveDigitally notifies within a reasonable time that compliance with (part of) the request an agreement.
10.3 The provisions of Articles 10.1 and 10.2 do not affect ThriveDigitally’s other rights under the law and the agreement concluded with the client.
10.4 In the event that an event occurs as referred to in (i) 10.1 or (ii) 10.2, (i) all claims of ThriveDigitally on the client under the relevant agreement(s) and (ii) all other claims of ThriveDigitally on the client are respectively immediately and in full. ThriveDigitally is also entitled – if possible – to take back the products in question. In connection with this, ThriveDigitally and its authorized representative(s) will be entitled to enter the grounds and buildings of the client in order to take possession of the products. The Client is obliged to take the necessary measures to enable ThriveDigitally to exercise its rights).
11. Force majeure
11.1 If ThriveDigitally cannot fulfill its obligations towards the client due to a non-attributable shortcoming (force majeure), the fulfillment of those obligations will be suspended for the duration of the force majeure situation. ThriveDigitally will inform the client of the force majeure situation as soon as possible.
11.2 Force majeure means any circumstance beyond the control of ThriveDigitally, as a result of which the fulfillment of its obligations towards the client is prevented in whole or in part or as a result of which the fulfillment of its obligations cannot reasonably be expected of ThriveDigitally, regardless of whether that circumstance was present at the time. was foreseeable from the conclusion of the agreement. These circumstances also include: war, riots, flood, fire, strikes, lockouts, blockade, riot, stagnation or other problems in production at ThriveDigitally or its suppliers, problems with its own transport or transport provided by third parties, devaluation, increase in import duties and/or excise duties and/or taxes, measures taken by any government agency, the lack of any permit to be obtained from the government, accidents, illness and computer malfunctions; all this both at ThriveDigitally and at the (other) location where the training takes place.
11.3 If the force majeure situation lasts 7 days or longer, both parties have the right to terminate the agreement in whole or in part, to the extent that the force majeure situation justifies this.
11.4 In the event of force majeure, the client is not entitled to any (damage) compensation, even if ThriveDigitally may have any advantage as a result of the force majeure.
11.5 In the event of force majeure, ThriveDigitally will do everything reasonably possible to minimize the effects of the force majeure situation for the client.
12. Illness of trainer/consultant
12.1 In the event of illness and/or absence of a trainer, ThriveDigitally will provide an equivalent replacement within 48 hours.
12.2 If replacement proves not to be possible within the specified period, ThriveDigitally will notify the client within 24 hours and Article 11 will apply.
12.3 If ThriveDigitally provides an equivalent replacement within 48 hours, Article 11 does not apply and the client cannot claim compensation for damage, interest and costs and/or discount or reduction of the agreed fee. This article takes precedence over any refund arrangement in article 4.6 above.
13. Expiration Period
13.1 Without prejudice to the provisions under “Complaints” (art 7 above), the client is obliged if he is or remains of the opinion that ThriveDigitally has not carried out the assignment properly or with the required care, unless this has already been done on the basis of the provisions under “Complaints” have been made – to notify ThriveDigitally in writing without delay and to legally enforce the claims based on them within one year after the date of the aforementioned notification, or within one year after that notification should have been made, failing which, all his rights and claims in this regard will lapse upon expiry of the aforementioned period.
14. Electronic mail (e-mail) and electronic data traffic
14.1 Unless the parties agree otherwise, communication (sending and receiving messages with or without attachments) between the client and ThriveDigitally in the context of (the execution of) the assignment can (also) take place by means of electronic mail. This communication takes place under the following terms and conditions:
a. With the exception of the agreement that is concluded through the electronic registration by the client, after the registration has been confirmed by ThriveDigitally by email, sending and receiving messages by means of electronic mail is exclusively intended for the exchange of information and not for exchanging declarations of intent addressed to the other party, with the exception of unless the parties have expressly agreed otherwise;
b. a message sent by electronic mail is deemed to have been received by the addressee if the sender has received (by electronic mail) confirmation of receipt of the message by the addressee or otherwise informs him of receipt of the message by the addressee turns out;
c. In the event of doubt regarding the accuracy or completeness of a message received by electronic mail, the content of the message sent by ThriveDigitally will be decisive.
14.2 ThriveDigitally does not guarantee the correct, complete and/or timely transmission of a message sent by electronic mail.
14.3 ThriveDigitally will take reasonable steps to prevent third parties from taking note of the contents of messages sent by electronic mail and any associated attachments, but cannot guarantee that third parties cannot take note of them, so that ThriveDigitally accepts no liability for damage resulting from knowledge of the contents of those messages and any associated attachments by third parties.
14.4. If the execution of the assignment (also) takes place using electronic data traffic, ThriveDigitally will take reasonable steps to prevent data from being sent or received, both in the relationship with the client and in the relationship with third parties. malfunction or delay or corruption or change of data occurs. However, ThriveDigitally has no influence on the data communication means and/or computer systems through which the electronic data traffic takes place, so that ThriveDigitally bv accepts no liability for damage resulting from the use of electronic data traffic as an aid in the execution of the assignment.
15. Changes to general terms and conditions
15.1 ThriveDigitally is authorized to change these general terms and conditions. The general terms and conditions amended by ThriveDigitally apply to the client from thirty (30) days after the client has been informed of the change in writing, unless the client informs ThriveDigitally in writing within that period that it objects to the change. In the latter case, the client is entitled to terminate the agreement at the time at which the amended general terms and conditions would become applicable to the agreement, but only if the amendment entails a substantial increase in the client’s obligations arising from the agreement. The cancellation must be made in writing.
15.2 If the client has timely indicated that it objects to the change, without being authorized to terminate the agreement, the unchanged general terms and conditions will continue to apply between the parties until the assignment has been completed or the agreement has been terminated, but no longer than six (6) ) months from the end of the aforementioned thirty (30) day period. If the agreement continues thereafter, the amended general terms and conditions will apply from that time.
16. Governing Law and Disputes
16.1 All legal relationships between ThriveDigitally and the client to which these general terms and conditions apply are governed by Dutch law.
16.2 All disputes that arise will, unless otherwise required by law, be urgently submitted to the judgment of the competent court in Utrecht.