Terms and conditions

GENERAL TERMS AND CONDITIONS FOR THE EXECUTION OF ASSIGNMENTS, TRAININGS AND WORKSHOPS

ARTICLE 1                  GENERAL

• These general terms and conditions apply to:

–                all offers from the Bert Hellinger Institute Netherlands (hereinafter “BHIN“);

–                on all of BHIN’s courses, training, education, conferences, master classes and/or workshops (hereinafter                        also referred to as ‘Open Enrollment(s)‘);

–                to all orders, whereby BHIN is a contractor, as well as to all legal relations, which arise therefrom with                           BHIN;

–                to all agreements entered into with BHIN, as well as to all legal relationships arising therefrom with BHIN.

The party with whom BHIN contracts is hereinafter referred to as “Participant” or “Client” and may therefore be a natural person or legal entity.

• Deviations from these General Terms and Conditions must be expressly agreed in writing with BHIN. Any (general) terms and conditions of the Client shall only be accepted by BHIN if expressly agreed in writing with BHIN.
• Offers are without obligation unless otherwise specified and are valid for a maximum period of 30 days.
• BHIN is entitled to terminate an assignment with immediate effect or cancel an Open Registration, if the Client / Participant is in default of its obligations, or if a petition for bankruptcy or suspension of payments of the Client is filed, it goes into liquidation or ceases its business activities.
• BHIN may amend these General Terms and Conditions at any time. Such amendment shall take effect fourteen days after the date of dispatch to the Client of the amended terms and conditions. If the Client objects to the intended amendment in writing within this fourteen-day period, the original terms and conditions shall continue to apply to it.
• An assignment or agreement takes effect as soon as BHIN has received confirmation from the Client based on an offer. Confirmation can be done in writing or by email by the Client.
• For registration for Open Enrollments, the agreement is entered into with Participant once the registration form is submitted to BHIN in writing or by mail/online and the terms and conditions are visibly accepted by Participant.
• For registration of Open Enrollments, BHIN may have as an additional condition for registration, that the invoice is paid in advance of participation. Participation is then not guaranteed until the fee is paid.

ARTICLE 2                  OFFERS

2.1            If the quotation issued by BHIN does not specify a period of validity, it shall not exceed thirty days.

2.2            Quotes are based on the information provided by a Client.

2.3            The recipient of the offer may only use BHIN’s knowledge and experience contained therein to form an opinion about the offer and not make it available to third parties. This shall also apply to tenders for research proposals.

2.4            Individuals are subject to a cooling-off period of 14 days after entering into the agreement and/or submitting a registration as described above.

ARTICLE 3                  EXECUTION OF ORDER

3.1            The Client shall cooperate fully in the implementation of the assignment and shall make available to BHIN the information, materials and facilities – required for this purpose. The Client shall ensure the safety of (employees of) BHIN being present at the Client’s premises or at another location at its request.

3.2            The duration of the assignment may be affected by the degree of cooperation of the Client.

3.3            BHIN shall perform the work to be done to the best of its knowledge and ability, and in accordance with the requirements of good workmanship. The obligations entered into by BHIN with the assignment is in the nature of an obligation of best efforts. Article 7:403 of the Civil Code (assignment given to a specific person) shall not apply.

3.4            BHIN’s work may include: preparation work and research (such as workplace orientation, conducting interviews, developing materials, drafting a training program and analysis work), implementation of a program (training, key note lecture, workshop, work conference, presentation, game, online training or facilitation), discussions (content discussions, progress and evaluation discussions), coaching sessions, supervision of teams, supervision of project groups, consultancy work.

3.5            The Client shall provide a suitable room for the training, consultancy or lecture as agreed, including the related technical supplies and presentation equipment and sound amplification, unless the Parties agree otherwise.

3.6            The Client shall provide additional resources at the request of the BHIN facilitator/trainer as stated in the quotation. For Open Enrollments, BHIN shall provide all training facilities.

ARTICLE 4                  PERFORMANCE BY THIRD PARTIES

4.1            In consultation with, and after approval of the Client, BHIN may make use of external trainers/supervisors from its own network, in which case the assignment may be carried out in whole or in part by a third party under the final responsibility of BHIN. For Open Enrollments, BHIN may engage third parties, for which no prior approval will be sought from Participants.

Article 5                     RATES AND PAYMENTS

5.1            A fee is due for BHIN’s work based on the half-day and/or service rate described in the quotation and/or order confirmation. A half-day period is a morning, an afternoon or an evening. All rates mentioned in the order confirmation are in Euro and are exempt from VAT.

5.2            The fee includes travel and administrative costs, unless otherwise stipulated, but excludes the cost of any accommodation (training room, resources and/or accommodation costs) and study materials, unless otherwise agreed in the quotation.

5.3            BHIN reserves the right to change the fees on an interim basis. BHIN shall not do so during ongoing assignments, unless the assignment has a remaining duration of more than 6 months. In that case BHIN shall be entitled to adjust its fees after consultation with the Client. In the event of an extension of an assignment with the same Client, BHIN may implement an increase in rates by mutual agreement on the basis of -then- a new agreement.

5.4            Services performed on a post-calculation basis shall be charged on a monthly basis at the rates applicable within the assignment at that time. If a total amount has been agreed upon, this amount may be invoiced in monthly installments as an advance or in one amount in arrears.

5.5            The payment term of BHIN’s invoices, unless otherwise agreed in writing, is 21 days from the invoice date.

5.6            Open enrollments are billed in advance, Clause 1.8 then applies.

5.7            When a Participant has paid the fee in advance and BHIN is unable to deliver the service due to force majeure such as illness of the performer, due to a disaster or due to a governmental action, BHIN will offer an alternative date, the service will be delivered online or the amount already paid can be used for another training or service provided by BHIN.

5.8            When a Participant has paid the fee in advance and BHIN is unable to provide the service due to a shortage of Participants for the training, the Participant has the choice of participating on an alternative date or a refund of the amount already paid.

5.9            In the event of late payment, the Participant or Client, even without notice of default, shall be in default by operation of law and – without prejudice to the legal consequences of non-performance of obligations – shall owe default interest of 1% per month from the due date of the invoice, including any part of a month.

5.10          BHIN shall be entitled to charge extrajudicial collection costs in the amount of 15% of the principal sum with a minimum of €150,- after written demand, without prejudice to the right to claim the full collection costs.

5.11          BHIN  is authorized at all times, before performing (further), to require Participant or Client to provide adequate security for the fulfillment of its obligations to BHIN.

Article 6                     MODIFICATION OR CANCELLATION OF THE ASSIGNMENT

6.1            If the parties agree to change the approach, method or scope of the assignment, this may affect the agreed time schedule, approach and pricing. Only changes agreed upon in writing, including email correspondence, are binding for the parties.

6.2            If an interim change or delay affects the agreed delivery time, or service period, BHIN shall notify the Client                 in writing as soon as possible.

6.3            Every order issued to BHIN, may be cancelled by the Client in writing by letter or email. The date of the postmark or date of receipt of an email shall count as the cancellation date.

6.4            In the event of cancellation, the following provisions apply:

• Cancellation more than six weeks prior to the commencement of the assignment, meetings, lectures and/or consultancy work shall be free of charge, except for any preparatory activities already performed and third party or material costs that BHIN has demonstrably incurred; these shall be charged to the Client.

• In case of cancellation for Open Enrollments, the cancellation deadline applies, as indicated on the enrollment form or in the additional terms and conditions accompanying the enrollment form. Cancellation at a deadline of at least 6 (six) weeks before the start of multi-day courses and of at least 20 (twenty) calendar days for short training sessions/workshops of up to 3 days is free of charge, except for any preparatory activities already carried out and costs of third parties or material costs that BHIN has demonstrably incurred; these will be charged to Participant.

6.5    In case of cancellation within the cancellation periods defined in Article 6.4, the following provisions apply:

• in case of cancellation at a term, located before half of the period between the cancellation terms mentioned in clause 6.4 and the commencement date (i.e. or 3 (three) weeks before commencement / or 10 (ten) calendar days before commencement), 50% (fifty percent) of the applicable rate must be paid;
• in case of cancellation at a term, located on or after half of the period between the cancellation terms mentioned in clause 6.4 and the commencement date (i.e. either 3 weeks or less before commencement / or 10 calendar days or less before commencement), 100% (one hundred percent) of the applicable rate must be paid;
• In case of cancellation by a Client after the commencement of the assignment, meetings, lectures and/or consultancy work, there is no right to a refund;
• In case of cancellation by a Participant of remaining days after an Open Registration has started, there is no right to a refund;

6.6            If a Participant has registered for an Open Registration and due to illness or personal circumstances, this includes colds and complaints that make it impossible for the Participant to participate in the training/workshop because of risk of contamination, no refund will be granted. However, someone else may participate in place of the Participant, provided that this person meets the set requirements for participation. Having someone else participate in an already started Open Registration is not possible.

6.7            In the event of personal circumstances of a serious nature on the part of the Client or the Participant (e.g. life-threatening illness, death of a loved one) BHIN may – in deviation from the cancellation conditions described above – try to make participation or execution of an assignment on another date possible as a matter of goodwill. BHIN will consider this wholeheartedly at the request of the Client, also depending on the period up to the start of an assignment. No rights can be derived by Client or Participant from this goodwill intention of BHIN.

Article 7                     INTELLECTUAL PROPERTY, CONFIDENTIALITY AND PRIVACY

7.1            All intellectual property rights that can be asserted in respect of the works used by BHIN, including but not limited to texts, models, study materials, methods, techniques, instruments and/or visual/photographic material are vested in BHIN, unless otherwise agreed.

7.2            Subject to BHIN’s express prior written consent, it is not permitted to use or edit in any way the works disclosed or made available by BHIN in connection with the performance of an assignment, for any purpose other than that specified in the assignment.

7.3            Client shall not remove or alter any mention of BHIN’s name or any indication of any other rights holder in the works made available.

7.4            Data from Clients and Participants in Open Tenders will not be disclosed, loaned or sold to third parties.

7.5            Data of Participants in Open Enrollments may be listed on a Participant List for the purpose of that particular course, training, education, workshop.

7.6            BHIN undertakes to keep confidential all confidential information obtained from the Client in the context of an agreement. Information shall be considered confidential if it has been communicated by the other party or if it arises from the nature of the information.

7.7            BHINrequires hired third parties to undertake confidentiality as described in Article 7.6.

7.8            For Open Enrollments, BHIN will remind Participants to keep confidential all that comes to the attention of fellow Participants. Participants undertake to maintain confidentiality upon registration and acceptance of these Terms and Conditions.

Article 8                     LIABILITY AND COMPLAINTS  

8.1            BHIN shall not, except in cases of intent or gross negligence, be liable for any damage that the Participant or Client or a third party may suffer as a result of any act or omission in connection with the performance of the assignment by BHIN, or third parties hired by BHIN for the assignment.

8.2            BHIN’s total liability per event or series of events shall never exceed the amount payable by the Client to BHIN for the performance of the Agreement. Liability for any form of consequential damage, including lost profits or loss of business, is expressly excluded.

8.3            The Client shall report any damage to BHIN in writing as soon as possible, but no later than thirty days after it occurs, or becomes known. Damages not reported within this period shall not qualify for compensation. In any case, all legal claims against BHIN shall lapse one year from the day on which the relevant obligation under the Agreement became due and payable or the event causing the damage occurred.

8.4            The Client shall indemnify BHIN, third parties hired by BHIN and persons working for BHIN against any liability to third parties in connection with the use of information or materials provided by the Client to BHIN.

8.5            Eventual complaints about the manner of service provided by BHIN must be filed within eight days from the day on which the complaint arose or was discovered, failing which any complaint need no longer be considered by BHIN and the Client shall be deemed to have approved the performance of the Agreement by BHIN.

8.6            Complaints will be treated confidentially and confirmed in writing by BHIN within 8 (eight) days of receipt to the complainant.

8.7            The complaint (and related documents) will be retained for the duration of the complaint and for two years thereafter.

8.8            Within 14 days the complaint shall be dealt with and a response given              to the Client by BHIN. If a complaint is well-founded, BHIN shall as yet perform or repair the work or accommodate the Client, unless this has meanwhile become demonstrably pointless for the Client. The Client must make this known in writing in that case.

8.9            If the Client and BHIN do not agree on the handling of the complaint or proposed solution, the complaint will be assessed by external mediators. The mediators’ judgment is binding on the parties. The mediators are Ms. T van den Berg ([email protected]) and Mr. J. Andreae ([email protected]) and their working method is governed by the BHIN Complaints Procedure, as published on BHIN’s website.

Article 9                     UNABLE TO PROVIDE SERVICES

9.1            In the event that BHIN is prevented from executing an assignment/agreement (e.g. due to illness of an executor, due to a disaster, governmental measure or other unforeseen circumstance) at a fixed agreed time due to force majeure (e.g. a training course), BHIN may, at its option, suspend the execution for the duration of the prevention or dissolve the agreement, without being liable to pay any compensation to the Client (such as e.g. for accommodation costs incurred unnecessarily).

9.2            In the event of force majeure and inability to provide a service at a fixed agreed time, BHIN will otherwise always make every effort to make arrangements with the Client to postpone, transfer information, or engage a substitute, at BHIN’s expense.

9.3            Under force majeure is also understood, among other things, a failure, whether attributable or not, to perform by third parties engaged by BHIN.

9.4            Client shall be entitled to rescind the Agreement in case of failure to deliver a service at a previously agreed time, if this is imputable to BHIN.

9.5            For Open Registrations, BHIN may set a minimum number of Participants. If there are too few Participants, BHIN is entitled to cancel, The Participant will be informed about this and already paid expenses will be refunded within 30 days.  Participant in that case is not entitled to any additional compensation from BHIN.

9.6            In the event of non-performance of the assignment, other than due to force majeure, prepaid training or services will be refunded at the discretion of the Client within 30 days of cancellation. Or if the performance of the training or assignment is rescheduled in consultation with the Client, reserved for the later performance of the assignment.

9.7            An alternative offered online by BHIN shall count as full performance of the assignment and shall not be grounds for refund of costs nor for additional compensation. When a training, lecture or consulting assignment is not physically possible or not allowed due to governmental measures, BHIN may offer this activity or service online or postpone it to a later date; this is considered a reasonable alternative and is not a reason for cancellation. BHIN is under no obligation to offer an online alternative and will always weigh the interests of all parties involved and BHIN.

Article 10                   MISCELLANEOUS PROVISIONS

10.1          If one or more provisions of these general terms and conditions shall prove to be wholly or partially void, the remaining provisions shall remain in full force and effect and the void provisions shall be replaced by legally valid provisions that approximate the intention of the parties as closely as possible.

10.2          BHIN is authorized to transfer its rights and obligations under an agreement and these terms and conditions to a legal entity affiliated with it, in which case it will inform the Client in a timely manner.

10.3          The legal relationships arising from Agreement(s) entered into with the Client and these General Terms and Conditions shall be governed exclusively by Dutch law, All possible disputes which cannot be resolved amicably shall in the first instance be submitted exclusively to the District Court in Groningen without prejudice to BHIN’s right to submit the case to another competent court or authority,

Groningen, Oct. 1, 2023

Bert Hellinger Institute Netherlands

Asserstraat 23

9451 AA Rolde

Netherlands

Phone                        050-5020680

Email                          [email protected]

Site                             www.hellingerinstituut.nl

Chamber of Commerce           02056019

VAT                            NL821879091B01

Bank                           NL97INGB0008676767