General terms and conditions
Article 1. Definitions
In these terms and conditions, the following terms are understood to mean the following:
Contractor: Sharonbaldew.com/HR Spirit and Balanced You who provide Services under these terms and conditions.
Coach: The owner or employee of Sharonbaldew.com/HR Spirit and Balanced You who provides training, counselling, advice, coaching or related Services.
Client: The legal or natural person who has commissioned the Contractor to provide Services in the area of training, counselling, advice, coaching or related activities.
Coachee: The natural person who participates in a training, guidance or coaching process for which he is not himself the Client.
Services: All activities for which an assignment has been given, or which result from or are directly related to the assignment, all in the broadest sense of the word, as well as all other activities of whatever nature carried out for the Client, within the framework of the assignment.
Agreement: Any agreement between Client and Contractor for the provision of Services by the Contractor for the Client’s benefit.
Parties: Contractor, Coach, Client and Coachee collectively.
Article 2. Applicability of these conditions
- These general terms and conditions apply to all quotations and Agreements under which the Contractor offers or provides Services in the course of his/her professional activities.
- These general terms and conditions also apply to every Agreement in which third parties are involved by the Contractor for the execution of the services.
- Any purchase conditions or other general terms and conditions of the Client are not applicable, unless these have been expressly accepted by the Contractor in writing.
- Deviations from these terms and conditions will only be valid if they have been agreed in writing between the Contractor and the Client.
- If one or more provisions of these general terms and conditions are null and void or should be nullified, the other provisions of these general terms and conditions shall remain fully applicable. The Client and the Contractor will then enter into consultations to agree on a new provision to replace the invalid or annulled provision, which will be as close as possible to the purpose and purport of the original provision.
- These general terms and conditions also apply to the Client’s additional and follow-up assignments.
Article 3. Quotations and Conclusion of the Agreement
- All quotations made by the Contractor are without obligation and are valid for a period of 30 days, unless otherwise indicated. The Contractor will only be bound by quotation if the acceptance thereof by the Client is confirmed to the Contractor without reservation or amendment within the stated period of validity.
- The prices mentioned in the quotations are exclusive of VAT, unless explicitly stated otherwise.
- Quotations are based on the information that is available to the Contractor.
- The Agreement is concluded by acceptance of the quotation by the Client as referred to in the last sentence of article 3 paragraph 1. The Client and the Contractor will also have concluded an Agreement if the Contractor confirms an agreement made between the Client and the Contractor in writing or by e-mail and the Client does not confirm the correctness thereof in writing within ten working days or – if this period is shorter – before the commencement of the work.
Article 4. Execution of the Agreement
- Each Agreement shall result in an obligation on the part of the Contractor to use her best endeavours to perform her obligations, with due care and skill.
- In all cases in which the Contractor deems it useful or necessary, (s)he will have the right – in consultation with the Client – to have certain activities carried out by third parties or to be assisted by third parties.
- The Client will ensure that all information that the Contractor indicates is necessary – or that the Client should reasonably understand is necessary for the performance of the Agreement will be provided to the Contractor in a timely manner. In the event that the information required for the execution of the Agreement is not provided to the Contractor in a timely manner, the Contractor will be entitled to suspend the execution of the Agreement and/or to charge the Client for the additional costs resulting from the delay in accordance with the usual rates.
- If a term has been agreed for the completion of certain work by the Contractor, this will not be a deadline, unless expressly agreed otherwise. Exceeding the agreed term does not therefore constitute an attributable shortcoming on the part of the Contractor. For that reason, the Client cannot dissolve the Agreement and is not entitled to compensation. If the agreed term is exceeded, the Client may, however, set a new, reasonable term within which the Contractor must perform the Agreement. Exceeding this new term may provide the Client with a ground for dissolving the Agreement.
- If the Contractor is instructed to carry out an assignment or part of an assignment in cooperation with a third party, the Client will determine, in consultation with all parties involved, each party’s tasks. The Contractor does not accept any joint and several liability or liability for the performance of the task and the associated activities of the third party.
- The Contractor will not be liable for damage of any nature whatsoever caused by the fact that the Contractor has relied on incorrect and/or incomplete information provided by the Client, unless the Contractor should have been aware of this incorrectness or incompleteness.
Article 5. Complaints
- Complaints about the work performed must be submitted by the Client to the Contractor in writing within 8 days of discovery, accurately stating the grounds for the complaint.
Article 6. Contract Duration and Termination
- If the Agreement between the Parties relates to the delivery of the same performance more than once, it will be deemed to have been entered into for an indefinite period of time, unless expressly agreed otherwise in writing.
- The Parties may at any time terminate the Agreement in writing. If the duration of the assignment is one year or more, the Parties must observe a notice period of at least two months.
Article 7. Revision of the Agreement
- If during the execution of the Agreement it appears that for properly executing the Agreement it is necessary to change or supplement the work to be done, the Parties shall amend the Agreement accordingly in a timely manner and in consultation.
- If the Parties agree to amend or supplement the Agreement, the time of completion of the execution can be influenced as a result. The Contractor will inform the Client of this as soon as possible.
- In the event that any amendment or supplement to the Agreement has financial and/or qualitative consequences, the Contractor will consult with the Client on this matter.
- In the event that a fixed fee has been agreed, the Contractor will indicate the extent to which the amendment or supplement to the Agreement will result in this fee being exceeded.
Article 8. Non-Disclosure
- Discussions between Coach and Coachee are considered strictly confidential. Parties are obliged to maintain the confidentiality of all confidential information that they have obtained within the framework of their Agreement from each other or from another source, subject to any obligation that the law or a government body authorised for this purpose imposes on Parties to disclose certain information. Information is deemed to be confidential if the other party has indicated this or if this follows from the nature of the information.
- The Contractor will ensure that this obligation is also imposed on any employees or third parties engaged by the Contractor in connection with any assignment. The Contractor will therefore not make any announcement to anyone, including the Client, about the content and course of these discussions, unless the Coachee has given permission for this.
- The Contractor will not refer to the assignment externally without the Client’s permission.
Article 9. Intellectual Property
- To the extent that the copyright, trademark, design, trade name and other intellectual property rights are based on the services provided by the Contractor in the performance of the Agreement, the Contractor is and remains the owner or holder of these rights. The Client may only use the material carriers of these rights for the purpose for which they have been provided to the Client, may not reproduce them and may not change or remove any author’s, trademark, model, trade name or other indications.
- The Contractor is entitled to the intellectual property rights relating to the products provided to the Client and/or Coachee or used by the Contractor – within the framework of the Agreement – including but not limited to tests, reports, models, practice material and computer programmes. The Client and/or Coachee may not use these products without the explicit written consent of the Contractor, other than for the purpose of this assignment.
- The Contractor is entitled to use the knowledge gained through the execution of the work for other purposes, provided that no confidential information is brought to the attention of third parties and provided that it cannot be traced back to individual Clients and/or Coachees.
Article 10. Fees and Expenses
- Unless otherwise agreed, the Contractor’s fee explicitly consists of a predetermined amount per agreement and/or service provided, and/or can be calculated on the basis of rates per time unit worked by the Contractor.
- All fees are exclusive of government levies such as turnover tax (btw, which is the Dutch VAT) and of travel and other expenses incurred on behalf of the Client, including but not limited to invoices from third parties engaged.
- The Contractor reserves the right to adjust the agreed fees in consultation with the Client due to changes in the general price index and due to measures imposed by the government.
Article 11. Payment
- Unless otherwise agreed in writing, payment must be made within 14 days of the invoice date, in a manner to be indicated by the Contractor and in the currency in which the invoice was made. Payment will be made without deduction, compensation or suspension for any reason whatsoever.
- If the Client has not paid the amounts due by the due date at the latest, (s)he will automatically be in default. From the moment of default, the Client will owe the Contractor default interest on the outstanding claims equal to the statutory interest.
- In the event of default of payment by the Client, the Contractor will be entitled to immediately cease or suspend all work to be performed on behalf of the Client, without the Contractor in any way being liable to pay damages to the Client.
- In the event of liquidation, bankruptcy or suspension of payment of the Client, the claims of the Contractor and the obligations of the Client towards the Contractor will be immediately due and payable.
- Payments made by the Client will firstly serve to pay all interest and costs owed, and secondly to pay the longest outstanding invoices, even if the Client states that the payment relates to a later invoice.
Article 12. Collection Costs
- If, for reasons of her own, the Contractor takes collection measures against the Client who is in default, the Client shall, in addition to the principal sum and interest owed, also be obliged to reimburse all judicial and extrajudicial costs reasonably incurred. This will always include the costs of debt collection agencies, as well as the costs and fees of bailiffs and lawyers, even if these exceed the costs to be awarded in court. The reimbursement of judicial and extrajudicial costs incurred shall amount to at least 15% of the principal sum owed.
Article 13. Liability
- The Contractor accepts no liability whatsoever for damage caused by or in connection with Services performed by the Contractor, unless the Client demonstrates that the damage was caused by intent or gross negligence on the part of the Contractor.
- The Contractor’s liability is limited to the invoice value of the assignment, at least that part of the assignment to which the liability relates.
- If damage is caused to persons or property by or in connection with the performance of Services by the Contractor or otherwise, for which the Contractor is liable, the liability will be limited to the amount of the payment under the liability insurance taken out by the Contractor, including any excess borne by the Contractor in connection with that insurance, whereby the total of these amounts will be limited to a maximum amount of EUR 5,000.
- If, for whatever reason, no insurance payment is made, the Contractor’s liability towards the Client will be limited to the invoice value of the assignment to which the liability relates, with a maximum amount of EUR 1,000.
- Any liability of the Contractor for loss of profits or other indirect or consequential loss, of whatever nature, is expressly excluded.
- The Contractor will exercise due care when engaging third parties not working in her organisation. However, the Contractor is not liable for errors or shortcomings vis-à-vis the Client of these third parties.
- The Client indemnifies the Contractor against all claims (such as damages and legal claims) from third parties that are connected with the performance of the Agreement between the Client and the Contractor.
- The Contractor will not be liable for any damage of any nature whatsoever suffered by the Client if the Contractor has based the execution of her assignment on incorrect and/or incomplete information provided by the Client, unless the Contractor was or should have been clearly aware of this incorrectness or incompleteness.
- Any claims of the client as referred to in this article must be submitted within two months after discovery of the damage, in the absence of which the Client has processed his rights.
Article 14. Personal Data
- The provisions of the Contractor’s Privacy Statement apply to the processing of personal information. The most recent version of the Privacy Statement is included on the Contractor’s website (ADD URL)
Article 15. Cancellation Terms
- Contractor has the right to cancel any course, training, guidance or coaching trajectory or to refuse participation of a Client or the Coachee designated by the Client, without giving any reason, in which case Client has the right to reimbursement of the full amount paid by him/her to the Contractor.
- The Client of a course, training, guidance or coaching trajectory has the right to cancel participation in or the assignment for a course, training, guidance or coaching trajectory by letter and by e-mail. The cancellation is only valid when confirmed by the Contractor.
- Full or partial cancellation of a course or training assignment by the Client can be made free of charge up to 4 weeks before the start of the course or training. In the event of cancellation within 4 weeks up to and including 1 week before commencement, the Contractor is entitled to charge 50% of the amount due. In the event of cancellation within 1 week of commencement, the Contractor is entitled to charge 100% of the amount owed. If there is no cancellation, the Client is obliged to pay the total amount of the assignment for a course or training.
- The complete cancellation of a counselling or coaching trajectory by the Client can take place free of charge up to 1 week before the start of the counselling or coaching trajectory. In the event of cancellation within 1 week of commencement, the Contractor is entitled to charge the costs of the first session in full.
- In the event that the Client or the Coachee designated by the Client prematurely terminates participation or otherwise does not participate after the start of the course, training, counselling or coaching, the Client is not entitled to any reimbursement, unless the special circumstances of the case, in the opinion of the Contractor, justify otherwise.
- An individual counselling or coaching session can be cancelled or rescheduled free of charge by the Client or the Coachee until 24 hours before the start of the session. In the event of cancellation or rescheduling within 24 hours of commencement, the Contractor will be entitled to charge 50% of the amount due that has been agreed for the session. If the Coachee does not appear at the scheduled counselling or coaching session, the Contractor is entitled to charge the full amount for the session.
Article 16. Termination of the Agreement
- If either Party materially fails to perform their obligations and after being expressly advised of this by the other Party, fails to perform this obligation within a reasonable time, the other Party shall be entitled to terminate the agreement without the terminating Party being liable to pay any compensation to the defaulting Party. The performances delivered until termination shall be paid for in the agreed manner.
- If the Client fails to pay the invoice sent by the Contractor, within 14 days after a written reminder, the Contractor is entitled to terminate the Agreement with immediate effect, without judicial intervention, by means of a registered written notification to the Client.
- Both the Client and the Contractor may terminate the Agreement with immediate effect by registered letter if the other party is granted a moratorium or has been declared bankrupt.
Article 17. Dispute Settlement
1. Dutch law shall apply to every Agreement between the Contractor and the Client.