Terms and Conditions

Article 1: Definitions

In these general terms and conditions, the following definitions apply:

• Service Provider: The natural or legal person on whose behalf the Coach offers Services in the field of coaching, training or related activities under the application of these general terms and conditions.
• Client: The natural or legal person who has instructed the Service Provider to perform Services in the field of coaching, training or related activities.
• Coach: The coach affiliated with NOBCO (Netherlands Order of Professional Coaches).
• Coachee: The natural person who participates in a guidance programme in the field of coaching, training or related activities.
• Services: All activities for which an assignment has been given, or which arise from, or are directly connected with, the assignment, all in the broadest sense of the word.
• Agreement: Every arrangement between the Client and the Service Provider for the provision of Services by the Service Provider on behalf of the Client.
• NOBCO: The Netherlands Order of Professional Coaches Foundation (Stichting Nederlandse Orde van Beroeps Coaches).

Article 2: Applicability of these terms and conditions

1. These general terms and conditions apply to all quotations and agreements under which the Service Provider offers or provides Services in the course of its profession.

2. These general terms and conditions also apply to every Agreement for the performance of which the Service Provider engages third parties.

3. Deviations from these general terms and conditions are only valid if and insofar as they have been agreed in writing between the Client and the Service Provider.

4. Any purchasing or other general terms and conditions of the Client do not apply, unless the Service Provider has expressly accepted them in writing.

5. If one or more provisions of these general terms and conditions are void or should be annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. The Client and the Service Provider shall then consult with each other in order to agree on a new provision to replace the void or annulled provision, as far as possible in accordance with the purpose and intent of the original provision.

6. These general terms and conditions also apply to additional assignments and follow-up assignments from the Client.

Article 3: Applicable codes of conduct and regulations

1. The Service Provider performs the Services in accordance with the “NOBCO Code of Ethical Conduct” or the professional rules replacing it, and considers itself bound by the Complaints Regulations of NOBCO or the professional rules and disciplinary jurisdiction replacing them. The applicable codes of conduct and regulations can be found on the NOBCO website.

Article 4: Quotations and formation of the Agreement

1. All quotations made by the Service Provider are without obligation and are valid for 30 days, unless otherwise indicated. The Service Provider is only bound by a quotation if the Client's acceptance thereof is confirmed to the Service Provider without reservation or amendment within the stated validity period.

2. The prices in the quotations are exclusive of VAT unless expressly stated otherwise.

3. The Agreement is formed by the Client's acceptance of the quotation as referred to in the last sentence of paragraph 1. The Client and the Service Provider have also concluded an Agreement if the Service Provider confirms in writing an arrangement made between the Client and the Service Provider and the Client does not dispute the accuracy thereof in writing within ten working days or – if that period is shorter – before the commencement of the activities.

Article 5: Performance of the Agreement

1. Every Agreement gives rise to a best-efforts obligation on the part of the Service Provider, whereby the Service Provider is required to fulfil its obligations to the best of its ability, with due care and craftsmanship, in accordance with the standards and guidelines of NOBCO as they apply at the time of the performance of the Agreement.

2. In all cases where the Service Provider deems it useful or necessary, it has the right – in consultation with the Client – to have certain activities carried out by third parties or to be assisted by third parties.

3. The Client ensures that all data which the Service Provider indicates are necessary for the performance of the agreement are provided to the Service Provider properly, completely and in good time. If the data required for the performance of the Agreement are not provided to the Service Provider in good time, the Service Provider has the right to suspend the performance of the Agreement and/or to charge the Client for the additional costs arising from the delay in accordance with the usual rates.

4. If a period has been agreed for the completion of certain activities by the Service Provider, this is not a strict deadline, unless expressly agreed otherwise. Exceeding the agreed period therefore does not constitute an attributable failure on the part of the Service Provider. For that reason, the Client cannot dissolve the Agreement on that ground and is not entitled to compensation. In the event of the agreed period being exceeded, the Client may however set a new, reasonable period within which the Service Provider must perform the agreement. Exceeding this new period may constitute grounds for the Client to dissolve the Agreement.

5. When the Service Provider is instructed to fulfil an assignment or part thereof in cooperation with a third party, the Client shall, in consultation with all parties involved, determine each party's task. The Service Provider accepts no joint and several liability, nor liability for the performance of the task and the associated activities of the third party.

Article 6: Confidentiality

1. The Service Provider is obliged, save for any obligation imposed on it by law or by a competent government body to disclose certain data, to maintain confidentiality towards third parties of all confidential information that it has obtained in the context of the Agreement from the Client or from another source. Information is deemed confidential if this has been communicated by the Client or if this follows from the nature of the information. The Service Provider ensures that this obligation is also imposed on any employees or third parties engaged by it for an assignment.

2. Conversations, sessions and other contacts that take place in any form whatsoever between the Service Provider and the Coachee are considered strictly confidential. The Service Provider shall therefore not make any communication to anyone, not even to the Client, about the content and course of these contacts unless the Coachee has expressly given permission for this.

Article 7: Intellectual property

1. The Service Provider is the holder of the intellectual property rights with respect to the products provided by it – in the context of the Agreement – to the Client and/or Coachee, or used – in the context of this Agreement –, including but not limited to tests, readers, reports, models, practice material and computer programs.

2. The Client and/or Coachee may not, without the express written permission of the Service Provider, use these products, of which the Service Provider is the holder of the intellectual property rights, other than for the purpose of this assignment.

3. The Service Provider is entitled to use the knowledge gained through the performance of the activities for other purposes, insofar as no confidential information is thereby disclosed to third parties and provided that it cannot be traced back to individual Clients or Coachees.

Article 8: Fees and costs

1. Unless expressly agreed otherwise, the Service Provider's fee consists of a predetermined fixed amount per Agreement or per Service provided and/or may be calculated on the basis of rates per unit of time worked by the Service Provider.

2. All fees are exclusive of government levies such as turnover tax (VAT) as well as exclusive of travel and other expenses incurred on behalf of the Client, including but not limited to invoices from engaged third parties.

3. The Service Provider may request the Client to pay a reasonable advance in connection with fees that the Client owes or will owe and/or expenses that must be incurred on behalf of the Client. When a reasonable advance has been requested by it, the Service Provider has the right to suspend the performance of the activities until the moment the Client has paid the advance to the Service Provider or has provided security for it.

4. The Service Provider reserves the right, in consultation with the Client, to adjust the agreed fees annually on account of changes in the general price index and on account of measures imposed by the government.

Article 9: Payment

1. Payment must be made within 14 days of the invoice date, in a manner to be indicated by the Service Provider. Payment shall be made without deduction, set-off or suspension on any ground whatsoever.

2. After the expiry of 14 days from the invoice date, the Client is in default. From the moment of default, the Client owes the Service Provider default interest on the amount due equal to the statutory interest.

3. In the event that there are several Clients, each Client is jointly and severally liable towards the Service Provider for the payment of the total invoice amount in the event that the activities have been performed on behalf of all these Clients.

4. Payments made by the Client shall always serve to settle, in the first place, all interest and costs due, and, in the second place, the due invoices that have been outstanding the longest, even if the Client states that the payment relates to a later invoice.

Article 10: Collection costs

1. If the Service Provider takes recovery measures against the Client, who is in default, the costs associated with that recovery shall be borne by the Client, which costs are set at at least 15% of the outstanding invoices. These costs include the costs of any collection agencies, bailiffs and/or lawyers to be engaged.

Article 11: Liability

1. The Service Provider is only liable towards the Client and/or Coachee for damage as a result of a serious attributable failure in the performance of the Agreement. This is the case if the Service Provider does not exercise the required care and expertise in the performance of the Agreement.

2. If the Service Provider were to be liable for damage suffered by the Client or Coachee, its liability is limited to the amount that is paid out in the relevant case under the professional liability insurance or other liability insurance taken out by the Service Provider, increased by the excess applicable to the Client, whereby the total of these amounts is limited to the maximum amount of the insurance. A copy of the policy with the terms of the professional liability insurance shall be sent by the Service Provider on request.

3. If, for whatever reason, no insurance payment is made, the liability of the Service Provider towards the Client and/or Coachee is limited to the fee for the assignment to which the liability relates, with a maximum of € 5,000.

4. The Service Provider is not obliged to compensate indirect damage suffered by the Client or Coachee, including but not limited to consequential damage, lost profit and damage as a result of business stagnation.

5. When engaging third parties not working within its organisation (such as advisers, experts or service providers), the Service Provider shall exercise due care. The Service Provider is not liable for serious failures towards the Client or Coachee or for any errors or failures of these third parties. In such a case, the Client is obliged to hold the engaged third parties liable itself and to recover any damage suffered from these third parties.

6. The Service Provider is not liable for damage of any kind suffered by the Client or Coachee if, in the performance of its assignment, the Service Provider has relied on incorrect and/or incomplete data provided by the Client, unless this incorrectness or incompleteness was or should have been clearly apparent to the Service Provider.

7. The Service Provider, or the coaches or third parties to be engaged by it who are charged with guiding coachees, shall not give or use any means, methods, techniques or instructions, or allow situations to arise, that limit or adversely affect the Coachee's ability to perceive, analyse and assess injury threatening the Coachee, in any form whatsoever. If the Coachee were to sustain any injury, the Service Provider, or the coaches or third parties to be engaged by it, are in no way liable for it.

8. The Client indemnifies the Service Provider against all claims (such as damages and legal claims) of third party(ies) that are connected with the performance of the Agreement between the Client and the Service Provider, unless the claims are the result of serious failures on the part of the Service Provider.

9. If the Client and/or Coachee has not brought a possible claim against the Service Provider before a court within 1 year after discovering the damage, this legal claim shall lapse after the expiry of the year.

Article 12: Cancellation conditions

1. Cancellation by the Client must be made by registered letter.

2. In the event of cancellation by the Client of trainings and related activities within 5 working days before the start of the relevant activities, the Client must pay 100% of the costs of the cancelled hours or of the agreed principal sum, and in the event of cancellation thereof more than 5 working days before this, the Client owes 50% of the costs of the cancelled hours or of the agreed principal sum.

3. In the event of cancellation by the Client of Coaching and other guidance programmes within 24 hours before the start of the relevant activity, the Client owes 100% of the costs of the cancelled hours or of the agreed principal sum; between 24 and 48 hours before the start of the activities, 50% of these costs; and in the event of cancellation more than 48 hours before the start of these activities, a maximum of 25%.

4. The Client owes 100% of the total agreed principal sum if, even without cancelling, it does not make use of the agreed services of the Service Provider.

Article 13: Termination of the Agreement

1. The Service Provider is entitled to terminate the Agreement with immediate effect, without judicial intervention, by means of a registered written notification thereof to the Client, if the Client fails to pay the invoice sent by the Service Provider within 14 days of a written reminder.

2. The Service Provider is entitled to terminate the Agreement with immediate effect, without judicial intervention, by means of a registered written notification thereof to the Client, if any obligation arising from this Agreement is not, or not properly, fulfilled within 14 days of a written reminder.

3. Both the Client and the Service Provider may terminate the Agreement with immediate effect by means of a registered letter if the other party is granted a suspension of payments or is declared bankrupt.

Article 14: Settlement of disputes

1. Dutch law applies to all Agreements and legal acts between the Client and the Service Provider.

2. If the Service Provider and the Client or Coachee have a dispute arising from this agreement, they are obliged first to attempt to resolve this dispute by consultation and, if this fails, to make use of mediation.

3. If consultation and/or mediation does not lead to a resolution of the dispute, the competent court in the place where the Service Provider is established has exclusive jurisdiction to hear the dispute.