Terms and Conditions for FranklinCovey Benelux
FranklinCovey General Terms and Conditions of Sale for In-Company Programs
Article 1: Applicability
1.1 These standard terms and conditions are applicable to all offers and agreements for the execution of in-company programs, such that the applicability of General Terms and Conditions or other provisions or conditions of a Client is expressly rejected.
1.2 By issuing a commission, the client agrees to these General Terms and Conditions.
Article 2: Definitions
Definitions used in these General Terms and Conditions:
1. Supplier: FranklinCovey organization (FranklinCovey Benelux Group), that holds these General Terms and Conditions.
2. Client: The Other Party.
3. In-Company Program: A program designed for Client in consultation with Client.
4. Work: The scope of activities agreed on by Supplier and Client, with the materials supplied by Supplier.
Article 3: Offers
3.1 All offers are free of obligation unless Supplier has explicitly stated otherwise. All offers are based on information supplied by Client during intake/ preparatory meetings/interviews.
3.2 The offer contains a detailed description of the work and materials that are to be delivered.
3.3 The offer states the period in which the work may be commenced, and includes specification of the duration of the Work, insight in the pricing and the pricing method used, and specifies the method of payment.
Article 4: Pricing
4.1 All prices are exclusive 21% VAT unless explicitly stated otherwise.
Article 5: Realization of the Agreement
5.1 The agreement is entered into when the offer has been accepted. Acceptance of the offer will be realized by a written agreement from Supplier that is signed by Client, or by commencement by Supplier of the Work specified in the agreement.
Article 6: Execution of Work
6.1 When Supplier cannot meet commitments because of circumstances that were unknown to him at the signing of the contract, the Supplier has the right to amend the agreement so that execution of the agreement will become possible.
6.2 Supplier has the right to suspend execution of the Agreement in case of arising circumstances that could not be foreseen at the time of the signing of the agreement, and are outside the Supplier’s sphere of influence, causing Supplier to be temporarily unable to fulfill the commitments under the agreement.
6.3 If performance by Supplier is poor, this will not lead to a refund on the agreed price, but the Supplier will execute the program again. In this case, Supplier will only re-charge the cost of accommodation and any new materials used.
6.4 In the case that renewed execution of the program is not possible, or it is again executed poorly, then the liability of Supplier is limited to an amount equal to the investment of Client according to the original agreement. Except and in so far as the law shall decree otherwise, Supplier’s additional liability shall be expressly excluded.
6.5 Supplier excludes all liability for damages arising out of or in connection with any unlawful act or omission or breach of an obligation by a subordinate or independent person, who is called in by Supplier in executing tasks assigned by the Client, except and in so far as the law shall decree otherwise.
Article 7: Cancellation or Rescheduling
7.1 Client has the right to cancel the order.
7.1.1 If Client cancels order more than 30 calendar days prior to agreed start date of the program; Client will not be issued any cancellation fee.
7.1.2 If Client cancels order 16 to 30 calendar days prior to agreed start date of the program, Client will be invoiced a cancellation fee of 50% of the consultant / trainer fee.
7.1.3 If Client cancels order 8 to 15 calendar days prior to agreed start date of the program, Client will be invoiced a cancellation fee of 75% of the consultant / trainer fee.
7.1.3 If Client cancels order 7 or less calendar days prior to agreed start date of the program, will be invoiced a cancellation fee of 100% of the consultant / trainer fee.
7.1.4 When materials have been customized and cannot be used in any way for another client, 100% of the costs involved will be invoiced.
7.2 Cancellation of the order needs to be in writing.
7.3 Client has the right to postpone or reschedule the order.
7.3.1 If Client reschedules order more than 30 calendar days prior to agreed start date of the program; Client will not be issued any cancellation fee.
7.3.2. If Client reschedules order 16 to 30 calendar days prior to agreed start date of the program, Client will be invoiced a cancellation fee of 25% of the consultant / trainer fee.
7.3.3 If Client reschedules order 8 to 15 calendar days prior to agreed start date of the program, Client will be invoiced a cancellation fee of 50% of the consultant / trainer fee.
7.3.4 If Client reschedules order 7 or less calendar days prior to agreed start date of the program, Client will be invoiced a cancellation fee of 75% of the consultant / trainer fee.
7.4. For those parts of the order that concern accommodation costs, such as for meeting rooms, hotel rooms and catering, the cancellation terms for that specific location will apply.
Article 8: Engagement of Third Parties
8.1 Engaging third parties in executing the program will only occur after consultation with and consent from Client.
Article 9: Payment
9.1 Payment must be remitted by Client within 30 days after invoice date in the manner designated by user and in the invoice currency. The 30-day deadline is the final deadline. In the event of overdue payment, the Client shall be in default.
9.2 If the payment period is exceeded, the Client falls into default of payment. A delay interest of 1% per month will be claimed from the date of default. Part of a month will be calculated as a full month.
9.3 When Client is in default, Supplier reserved the right to exclude participants from Client for follow-up programs/orders.
9.4 If Client is in default with payment or with any other obligation specified in the agreement, Supplier is entitled, without judicial intervention, to proceed to full or partial dissolution of the contract, without prejudice to Supplier’s right to claim damages.
9.5 Both the Supplier and Client are entitled to terminate this Agreement immediately if the other party has applied for suspension of payment or is declared bankrupt, or – in case Client is a natural person – been placed under guardianship or has died.
9.6 All extrajudicial costs – with a minimum of 5% of the outstanding amount – will be fully at the expense of the Client. As such, shall also be considered the costs of lawyers, bailiffs, and debt collection agencies, which costs shall be determined in accordance with current or usual rates.
Article 10: Intellectual Property
10.1 Any unauthorized use, reuse, copying, reproduction, recording, transmittal, modification or revision of such materials or concepts of the consultation or any portion thereof by Client is expressly prohibited and shall constitute a breach of this Agreement and/or copyright law.
10.2 Unless explicitly agreed upon, Supplier owns all intellectual property rights, proprietary rights, and copyrights to all consultation concepts and materials.
10.3 Client must return the complete files at Supplier’s first request, on pain of penalty of €450 per day that Client remains in default.
Article 11: Confidentiality
11.1 Details of the order may neither be copied in whole or in part nor disclosed to third parties by Supplier, without the explicit permission from Client.
Article 12: Governing law and competent court
12.1 These General Terms and Conditions have been translated into English. In the event of any dispute about these General Terms and Conditions, the Dutch text and meaning thereof under Dutch law are binding exclusively.
12.2 All disputes arising from this agreement or any others related to it, even if only regarded as such by just one of the parties, shall be heard exclusively by the competent court in Utrecht, Netherlands.
General terms and conditions of FranklinCovey (FranklinCovey Benelux Group) for the completion of public workshops
Article 1: Applicability
1.1 These General Terms and Conditions apply to all offers and agreements for the execution of instructions from the client, to the exclusion of the General Terms and Conditions of the client.
1.2 By giving instruction, the client accepts these General Terms and Conditions.
Article 2: Definitions
In these General Terms and Conditions, the following terms are defined as stated below:
- Contractor: The FranklinCovey organization applying these conditions.
- Client: The contractor’s counterparty.
- FranklinCovey (FranklinCovey Benelux Group) schedule: Annually issued by FranklinCovey (FranklinCovey Benelux Group) and/or published on the website.
- FranklinCovey workshop: A scheduled workshop.
- Work: The total volume of work agreed between the contractor and the client and any materials supplied by the contractor to that end.
Article 3: Registrations
3.1 A registration for a FranklinCovey instruction is realized by submitting a registration form provided by the contractor or by telephone by the client to FranklinCovey’s office staff, who subsequently confirm this instruction in writing or by e-mail.
Article 4: Offers
4.1 All offers are made without obligation unless explicitly stated otherwise by the contractor in writing. All offers are based on the information provided by the client during registration, which information is deemed correct by the contractor.
Article 5: Formation of the agreement
5.1 An agreement is formed through acceptance of the instruction. This acceptance is evidenced by a written or e-mail confirmation from the contractor, or by the contractor having commenced the execution of the agreement.
Article 6: Prices
6.1 All prices quoted by the contractor are exclusive of VAT. The prices listed on the FranklinCovey Calendar are per person.
Article 7: Execution of the instruction
7.1 If the contractor is unable to perform an agreement due to circumstances it was not aware of at the time the agreement was formed, the contractor will be entitled to change the agreement to the extent that execution thereof does become possible.
7.2 The contractor is entitled to suspend the fulfillment of its obligations if, due to changes in the circumstances which could not have reasonably been foreseen at the time of conclusion of the agreement and which were outside its sphere of influence, it is temporarily unable to fulfill its obligations.
7.3 An inferior performance by the contractor does not entitle the client to a refund of the agreed price. Instead, the contractor will carry out the instruction again. In that case, the contractor will only charge the accommodation costs and any new material costs again.
7.4 If executing the instruction again is not possible or if the execution is once again inferior, any liability on the part of the contractor will be explicitly limited to the amount equal to the amount the client was charged, or at least could have been charged, by the contractor in respect of that agreement. Hence every additional liability is explicitly excluded, provided mandatory legal provisions do not dictate otherwise.
7.5 The contractor excludes any form of liability for damage arising from or in connection with any unlawful acts or omissions or a failure in the performance of an obligation by a subordinate or independent auxiliary person engaged by the contractor in the execution of the work instructed by the client, provided mandatory legal provisions do not dictate otherwise.
Article 8: Cancellation and changes
8.1 The contractor has the right to cancel an instruction if the minimum number of registrations required for the proper execution of the instruction, which is at the discretion of the client, is not achieved. Such cancellation will not result in any form of liability for damages on the part of the contractor.
8.2 The client is entitled to cancel an instruction. If the cancellation is effected within 4 weeks before the agreed date of execution of the instruction, the client owes 100% of the agreed price.
8.3 Cancellation of instruction must be effected in writing or by e-mail at email@example.com.
8.4 If a participant is unable to attend, the client is entitled to send a replacement up to 2 weeks before the start of the training.
8.5 In the event of being unable to attend a Public Workshop, the client is entitled to register for a subsequent Public Workshop once. If the notification of inability to attend is made within 4 weeks before the agreed date of the Public Workshop, the client owes the contractor a one-off fee equal to 15% of the training rate in addition to the agreed training rate.
8.6 The contractor reserves the right to make organizational and substantive changes with regard to a Public Workshop.
Article 9: Engagement of third parties
9.1 The contractor involving or engaging third parties in the execution of an instruction is subject to consultation with and approval from the client.
9.2 The provisions of paragraph 1 do not apply to seminars.
Article 10: Payment
10.1 The client must have paid the contractor’s invoices before the start of the workshop.
10.2 If the payment term is exceeded, the client is in default. With effect from the date on which the default occurred, the client owes contractual interest of 1% per month on the outstanding amount, in which any part of a month is deemed a full month.
10.3 If the client is in default, the contractor reserves the right to exclude participants of the client from any follow-up instructions.
10.4 If the client is in default of payment or fails to fulfill any other obligation from an agreement, the contractor, without judicial intervention, will be entitled to partially or fully dissolve that agreement, without prejudice to the right of the contractor to claim compensation.
10.5 Both the contractor and the client are entitled to terminate this agreement with immediate effect if the other party has applied for a moratorium on payments or has been declared insolvent or, if the client is a natural person, has been placed under guardianship or dies.
10.6 All extrajudicial collection charges are fully payable by the client, subject to a minimum of 15% of the outstanding amount. The above charges are deemed to include the fees and costs of lawyers, bailiffs, and collection agencies, which costs and fees are set in accordance with the current or usual rates.
Article 11: Intellectual property
11.1 Without the written approval from the contractor, the client is not permitted to sell or show designs, illustrations, drawings, models, software, offers and suchlike (hereinafter referred to as documents) provided by the contractor to third parties or to otherwise allow them the use thereof. The client is entitled to multiply these documents for personal use, insofar as reasonable within the scope of the instruction.
11.2 Unless otherwise agreed, the copyrights, as well as all other intellectual property rights to these documents, remain vested in the contractor.
11.3 The client is obliged to return the documents on demand of the contractor, subject to a fine of €460 a day.
Article 12: Confidentiality
12.1 Details of the instruction may not be disclosed by the contractor to third parties without the approval of the client.
Article 13: Applicable law and competent court
13.1 All offers and agreements in relation to the execution of instructions are governed by the laws of the Netherlands.
13.2 Disputes arising from or in connection with an offer to or an agreement with the client will be settled by the court in Utrecht.