General Terms and Conditions

Article 1 – Definitions

In these general terms and conditions the following terms are used with the following meaning, unless expressly stated otherwise: Client/course participant: the counterparty of BC-opleidingen B.V.; BC-opleidingen B.V.: BC-opleidingen B.V. and/or its affiliated companies that provide services to the Client/course participant; Agreement: any agreement concluded between BC-opleidingen B.V. and the Client/course participant, consisting among other things of the provision of training courses, training and exercises. Parties: the Client/course participant and BC-opleidingen B.V.

Article 2 – General

1. These general terms and conditions apply to all offers by, and to all instructions to, BC-opleidingen B.V. for the provision of services by BC-opleidingen B.V., and to all agreements relating thereto.

2. The applicability of any terms and conditions of the Client/course participant (however named) is hereby expressly rejected.

3. The Client/course participant may only invoke stipulations that deviate from these terms and conditions if and insofar as they have been accepted in writing by BC-opleidingen B.V.

4. If any one or more provisions of these terms and conditions and/or the Agreement are declared void or non-binding, or are annulled, the remaining provisions of these terms and conditions and/or the Agreement shall remain valid. In such a case, BC-opleidingen B.V. and the Client/course participant shall endeavour to replace the void or non-binding provision with a valid provision that expresses the original intention of the Parties as closely as possible.

Article 3 – Quotations

1. All quotations from BC-opleidingen B.V. are without obligation and valid only for 30 days after the date of the quotation. BC-opleidingen B.V. has the right at all times to revoke a quotation. BC-opleidingen B.V. is only bound to a quotation issued once the quotation has been signed by the Client/course participant, the signed quotation has been received by BC-opleidingen B.V., and BC-opleidingen B.V. has not revoked it within 5 working days of receiving the signed quotation; or as soon as BC-opleidingen B.V. has commenced performance of the quotation. Participation in a training course/course is only possible after receipt of payment in full.

2. Rates stated in a quotation are exclusive of VAT or similar taxes and levies, as well as costs to be incurred in the context of performance of the agreement (such as, for example, shipping and administration costs), unless otherwise stated in the quotation.

3. Instructions and acceptances of offers by the Client/course participant are deemed irrevocable.

4. A quotation may only be accepted in full and not in part by the Client/course participant. Any partial acceptance of a quotation and/or amendments made to a quotation by the Client/course participant are non-binding on BC-opleidingen B.V., unless such partial acceptance and/or amendments have been accepted in writing by BC-opleidingen B.V.

5. Oral commitments, amendments to, and entries on the quotation are only valid insofar as they have been confirmed in writing by the Client/course participant and BC-opleidingen B.V.

Article 4 – Performance of the agreement

1. BC-opleidingen B.V. shall perform the Agreement to the best of its knowledge and ability. BC-opleidingen B.V. has the right to perform the work as it sees fit, whether or not by engaging third parties and whether or not in parts. BC-opleiding B.V. has the right to reasonably adjust or change the location of the training course.

2. The Client/course participant must ensure that all data which BC-opleidingen B.V. indicates is necessary for the performance of the Agreement, or which the Client/course participant should reasonably understand to be necessary for the performance of the Agreement, is provided to BC-opleidingen B.V. in good time. If the Client/course participant fails to fulfil the aforementioned obligation, or fails to do so in good time, BC-opleidingen B.V. has the right to suspend performance of the agreement and/or to charge the Client/course participant the additional costs resulting therefrom at the usual rates.

3. The Client/course participant warrants the accuracy and completeness of the data provided by it. If the Client/course participant fails to fulfil the aforementioned obligation, it is liable for all damage resulting therefrom, unless such inaccuracy or incompleteness was clearly apparent to BC-opleidingen B.V. The Client/course participant agrees to all attachments received with the quotation and registration.

4. If the Parties have agreed that the Agreement is to be performed in phases, BC-opleidingen B.V. has the right to suspend the performance of those parts that belong to a subsequent phase until the Client/course participant has approved the results of the preceding phase in writing.

5. If work is carried out by BC-opleidingen B.V., or by third parties engaged by it, at the premises of the Client/course participant or at a location designated by the Client/course participant, the Client/course participant shall provide free of charge the facilities reasonably required by those employees. Additional costs arising therefrom shall be charged to the Client/course participant.

6. The Client/course participant shall ensure that those who make use of the services of BC-opleidingen B.V. hold the required medical certificates and/or certificates of fitness relating to the services to be performed under the Agreement. If such certificates or certificates of fitness are lacking, BC-opleidingen B.V. has the right to withhold the services from the persons concerned. The use of services of BC-opleidingen B.V. without the necessary medical certificates or certificates of fitness is at all times at the risk of the Client/course participant.

7. The Client/course participant and BC-opleidingen B.V. shall mutually inform each other of circumstances that prevent or threaten to prevent proper performance of the assignment.

8. These General Terms and Conditions are available digitally.

Article 5 – Contract duration, performance period

1. The Agreement is entered into for an indefinite period, unless otherwise agreed in writing by the Parties.

2. If BC-opleidingen B.V. has agreed a specific end date or duration for the performance of the work with the Client/course participant, the Client/course participant is, in the event of an overrun thereof due to circumstances attributable to BC-opleidingen B.V., entitled to set BC-opleidingen B.V. a reasonable period of not less than 20 working days within which the work must still be performed. In the absence of such performance within the reasonable period set, the Client/course participant is entitled to terminate the Agreement for the part not performed by means of a written statement. An overrun of the agreed duration, or the duration set by the Client/course participant, for the performance of the work does not entitle the Client/course participant to non-performance by it of any obligation arising from the Agreement, nor to any additional or substitute compensation.

Article 6 – Rates

1. Paragraphs 2 and 3 of this article apply to Agreements in which no fixed rate has been agreed. Paragraphs 4 and 5 of this article apply to Agreements in which a fixed rate has been agreed. Paragraphs 6 to 8 of this article apply to all Agreements.

2. If no fixed rate has been agreed, the Client/course participant shall be invoiced on the basis of the number of hours spent multiplied by the applicable hourly rate of BC-opleidingen B.V. as applicable during the period in which the services are performed, unless a different hourly rate has been agreed in writing.

3. BC-opleidingen B.V. is entitled to change its hourly rates (including during the performance of an Agreement) for the services provided after the rate change; however, such a change only applies after 10 working days have elapsed following the moment at which the Client/course participant was notified of the rate change in writing.

4. If a fixed rate has been agreed, BC-opleidingen B.V. is entitled, during the performance of an Agreement, to increase its rates for the services provided under the Agreement if, due to a rise in cost-determining elements such as purchase prices, transport costs, insurance premiums, wages, taxes, social security contributions and similar costs, or due to the occurrence of other price-increasing circumstances which BC-opleidingen B.V. could not foresee or anticipate at the conclusion of the Agreement. In that case, BC-opleidingen B.V. is entitled to pass on the higher costs to the Client/course participant.

5. In addition, BC-opleidingen B.V. may increase the rate for services provided under the Agreement when, during performance of the Agreement, it transpires that the originally agreed or expected quantity of work and the associated rates were estimated and determined on the basis of misleading, incorrect or incomplete information.

6. BC-opleidingen B.V. may increase its rates for the services provided under the Agreement if costs related to the performance of the Agreement incurred by BC-opleidingen B.V. are increased as a result of changes in government measures, social security contributions and/or statutory rules applicable to BC-opleidingen B.V.

7. BC-opleidingen B.V. shall notify the Client/course participant in writing of the intention to increase the rate/prices in accordance with the foregoing principles, observing a period of at least 10 working days. If a price increase takes place within 3 months after concluding the Agreement, the Client/course participant may terminate the Agreement for the part not yet performed by informing BC-opleidingen B.V. in writing within 10 working days of receipt of the aforementioned notification from BC-opleidingen B.V. that it wishes to terminate the Agreement.

8. If the agreement is entered into for an indefinite period, the prices and rates are valid until the end of the relevant calendar year. After that, BC-opleidingen B.V. has the right to revise the prices and rates. New prices and rates will be announced no later than two weeks before the end of the calendar year.

9. The additional fees arising from the delay in the performance of the assignment, caused by the failure to fulfil the obligations as set out above in good time or properly, are at the expense of the Client/course participant. BC-opleidingen B.V. also has the right to suspend the performance of its work if the Client/course participant has not fulfilled its obligations.

10. The trainer/adviser of BC-opleidingen B.V. guarantees instruction in accordance with the regulations and customs in force within the organisation as well as at the training location.

11. BC-opleidingen B.V. shall send the Client/course participant an invoice before the start of the course/training course. The course/training course amount must be received by BC-opleidingen before the start of the training course. Participation only after receipt of the full course/training course amount.

Article 7 – Payment

1. Payment must be made in the contractually agreed currency and within 30 days of the invoice date, but no later than before the start of the training course, in a manner to be indicated by BC-opleidingen B.V. in the invoice, without any discount or set-off. Objections to the amount of the invoices do not suspend the payment obligation. BC-opleidingen B.V. has the right at all times to demand full or partial advance payment and/or otherwise to require security for payment for the services provided under the Agreement.

2. If the aforementioned payment term is exceeded, the Client/course participant is in default without notice of default. As soon as the Client/course participant is in default with any payment, all other claims of BC-opleidingen B.V. against the Client/course participant become due and payable, and default with regard to those claims also takes effect immediately without notice of default. From the day on which the Client/course participant is in default, it owes BC-opleidingen B.V. default interest of 1½% per month or part of a month during which the default continues, all this without prejudice to all other rights accruing to BC-opleidingen B.V.

3. In the event of liquidation, bankruptcy, attachment or suspension of payment of the Client/course participant, the claims of BC-opleidingen B.V. against the Client/course participant become immediately due and payable.

4. All judicial or extrajudicial costs incurred by BC-opleidingen B.V. as a result of the default of the Client/course participant are at the expense of the Client/course participant. The extrajudicial costs amount to at least 15% of the claim.

Article 8 – Retention of title

1. If the Agreement (also) concerns the delivery of goods, ownership thereof only passes to the Client/course participant once the latter has paid BC-opleidingen B.V. everything it owes BC-opleidingen B.V. by virtue of or in connection with agreements for the delivery of goods or the performance of related services.

2. The Client/course participant is not entitled to pledge the goods covered by the retention of title or to encumber them in any other way.

3. If third parties seize the goods delivered under retention of title, or wish to establish or assert rights to them, the Client/course participant is obliged to inform BC-opleidingen B.V. thereof immediately.

4. The Client/course participant is obliged to insure the goods delivered under retention of title and to keep them insured against fire, explosion and water damage as well as against theft, and to provide the policy of this insurance at the first request of BC-opleidingen B.V.

5. BC-opleidingen B.V. may dispose of goods delivered under retention of title within the framework of its normal business operations, on the understanding that it may not rent out the goods, encumber them with limited rights or use them as a means of payment.

6. In the event that BC-opleidingen B.V. wishes to exercise its ownership rights referred to in this article, the Client/course participant hereby gives BC-opleidingen B.V., or third parties to be designated by it, unconditional and irrevocable permission to enter all those places where the goods of BC-opleidingen B.V. are located and to take them back.

7. As long as the retention of title rests on goods delivered by BC-opleidingen B.V., the Client/course participant shall store and label these goods in such a way that they are clearly recognisable as goods belonging to BC-opleidingen B.V.

Article 9 – Inspection, complaints

1. Complaints about the services performed and/or goods delivered must be reported by the Client/course participant to BC-opleidingen B.V. in writing within 5 working days of discovery, but no later than within 10 working days after the provision of the service concerned or the delivery of the goods concerned. The notice of default must contain as detailed a description of the shortcoming as possible, so that BC-opleidingen B.V. is able to respond adequately.

2. If a complaint is well-founded, BC-opleidingen B.V. shall, if it concerns a service, still provide the services in the correct manner, unless providing the services after all is no longer of any use to the Client/course participant and the Client/course participant can demonstrate (in writing) that this is the case, in which event BC-opleidingen B.V. shall credit the services concerned, and/or, if it concerns the delivery of goods, at the choice of BC-opleidingen B.V. repair the goods, deliver them again or credit the purchase price.

Article 10 – Cancellation, rescheduling and termination of courses

The following cancellation conditions apply to courses confirmed orally and/or in writing by BC-opleidingen B.V.:

1. Cancellation of the confirmed course booking or course participation can only be communicated by letter or by e-mail to the course administration of BC-opleidingen B.V.

2. In the event of cancellation or rescheduling of a confirmed course, the costs applicable to the course (hereinafter "Costs") shall be charged as follows: - in the event of cancellation more than 3 months prior to the start date of the course: no costs; - in the event of cancellation more than 2 months, but less than 3 months, prior to the start date of the course: 25% of the total Costs; - in the event of cancellation more than 1 month, but less than 2 months, prior to the start date of the course: 50% of the total Costs; - in the event of cancellation more than 10 working days, but less than 1 month, prior to the start date of the course: 75% of the total Costs; - in the event of cancellation less than 10 days prior to the start date of the course: 100% of the total Costs.

3. If (one of) the parties wishes to terminate an assignment prematurely, a situation that does justice to the interests of both parties shall be achieved by mutual consultation. If the Client/course participant wishes to terminate the assignment and no agreement is reached in this regard, the Client/course participant shall pay the total quotation costs and the costs of services already performed.

4. Any examination costs related to the course shall be passed on in full to the Client/course participant. The examination costs are also due if the course is cancelled less than 10 working days prior to the start date of the course.

5. Any amounts paid in advance by the Client/course participant relating to the cancelled course shall be refunded, less the costs of cancellation.

6. BC-opleidingen B.V. has the right to cancel standard courses with open bookings no later than 10 working days in advance if fewer than the established minimum number of registrations have been received for the course concerned. If a standard course for which the Client/course participant has registered is cancelled, BC-opleidingen B.V. shall provide the Client/course participant with alternative dates on which the standard course concerned will be given.

7. If (one or more of the participants of) the Client/course participant is prevented from attending the training course or course or part thereof, it is possible to register a replacement participant.

8. An Agreement concerning services other than the provision of a course can be terminated in writing by the Parties subject to a notice period of at least two months.

9. If an Agreement is terminated prematurely by BC-opleidingen B.V., BC-opleidingen B.V. shall, in consultation with the Client/course participant and at the expense of the Client/course participant, ensure the transfer to third parties of services still to be performed, unless there are facts and circumstances underlying the termination that are attributable to the Client/course participant. In the latter case, BC-opleidingen B.V. is not obliged to arrange a transfer of the services.

Article 11 – Suspension and dissolution

1. BC-opleidingen B.V. is entitled to suspend the fulfilment of its obligations under the Agreement or to dissolve the Agreement immediately in whole or in part, without any further notice of default or judicial intervention being required and without BC-opleidingen B.V. being obliged to pay any compensation, if: - the Client/course participant fails to fulfil an obligation incumbent upon it under the Agreement and (if fulfilment is still possible) the Client/course participant fails to fulfil its obligations within 15 working days of a written request to that effect; - the Client/course participant is declared bankrupt or the bankruptcy of the Client/course participant is applied for, the Client/course participant proceeds to liquidate or dissolve its business, or the Client/course participant applies for or is granted suspension of payment.

2. Furthermore, BC-opleidingen B.V. has the right to refuse participation of the Client/course participant or the participant designated by the Client/course participant in a training course or course, or to suspend performance of the assignment, if: - the Client/course participant fails to fulfil its payment obligation in good time; - the participant cannot demonstrate the required prior education/diplomas; - the participant is physically or medically unable to carry out the training course/course under (aggravated) physical conditions.

3. The power of BC-opleidingen B.V. to dissolve the Agreement is without prejudice to all other rights of BC-opleidingen B.V. If one of the circumstances referred to in paragraph 1 of this article occurs, all claims of BC-opleidingen B.V. against the Client/course participant become immediately due and payable.

4. Each of the parties is entitled to terminate the agreement with immediate effect by registered letter, without prejudice to the right to compensation of costs, damage (including lost profit) and interest, in the event that the counterparty fails to fulfil one or more of its obligations under the agreement and the counterparty, after written notice to still fulfil its obligations within the reasonable period set in the notice, remains in default of fulfilling those obligations.

5. In the event of a situation as referred to under 11.4, the claim for the part of the agreement already performed, as well as any damage arising from the suspension or termination, is immediately due and payable. Furthermore, BC-opleidingen B.V. may then reclaim as its property what it has delivered.

Article 12 – Return of items made available

1. If BC-opleidingen B.V. has made items available to the Client/course participant in the performance of the Agreement, the Client/course participant is obliged to return what has been made available within 10 working days of the end of the Agreement in its original condition, free of defects and in its entirety.

2. If the Client/course participant fails to fulfil the obligation referred to in paragraph 1 of this article, all costs arising therefrom (including but not limited to: repair or replacement of the items) are at the expense of the Client/course participant.

Article 13 – Liability

1. The liability of BC-opleidingen B.V. (including liability based on tort) is limited to the direct damage suffered by the Client/course participant that has been caused by intent or gross negligence of BC-opleidingen B.V. BC-opleidingen follows the conditions and requirements in accordance with the policy of the insurance company with which BC-opleidingen is insured.

2. If BC-opleidingen B.V. is liable for any damage, that liability is limited to a maximum of: the amount actually paid out by the insurer of BC-opleidingen B.V. in respect thereof.

3. In the event of an Agreement with a term longer than six months, liability is limited as stated in paragraph 2.

4. Direct damage is understood exclusively to mean: - the reasonable costs necessary to make the defective performance of BC-opleidingen B.V. conform to the Agreement; - the reasonable costs incurred to establish the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of these terms and conditions; - reasonable costs incurred to prevent or limit damage, insofar as the Client/course participant demonstrates that these costs have led to a limitation of direct damage as referred to in these terms and conditions.

5. BC-opleidingen B.V. is never liable for indirect or consequential damage, being all damage not to be regarded as direct damage, including (but not limited to) lost profit, missed savings and damage due to business interruption, except in the case of intent on the part of BC-opleidingen B.V.

6. Entering the premises of BC-opleidingen B.V. is at one's own risk. BC-opleidingen B.V. is not liable for any damage to vehicles or other equipment of the Client/course participant or its subordinates. If the Client/course participant causes damage (deliberately) or in any other way to equipment of BC-opleidingen, this may be recovered from the Client/course participant.

7. If the Client/course participant makes use of a training facility of BC-opleidingen B.V., where such use does not take place in the context of an activity led by BC-opleidingen B.V., then those activities take place exclusively under the responsibility of the Client/course participant, and the Client/course participant is therefore liable for any form of damage to itself and/or BC-opleidingen B.V., and the Client/course participant hereby indemnifies BC-opleidingen B.V. against all claims related thereto.

Article 14 – Indemnification/Warranty

1. The Client/course participant hereby indemnifies BC-opleidingen B.V. against claims by third parties against BC-opleidingen B.V. as a result of the performance by BC-opleidingen B.V. of the Agreement.

2. If the Client/course participant provides BC-opleidingen B.V. with information carriers, electronic files and/or software, etc., the Client/course participant warrants that the information carriers, electronic files and/or software, etc., are free of viruses and defects.

Article 15 – Force majeure

1. The Parties are entitled to invoke force majeure if the performance of their obligations under the Agreement is wholly or partly, whether or not temporarily, prevented or hindered by circumstances reasonably beyond their control, including lightning strike, floods, exceptionally extreme weather conditions (frost, wind, fog and rain), fire, war, epidemic, illness of personnel of BC-opleidingen B.V., terrorist actions, acts of local or national governments or other competent authorities, planned and unplanned strikes, token strikes or work-to-rule actions. In the event of force majeure on the part of one of the Parties, the obligations of the Parties are suspended.

2. If the force majeure lasts longer than three months, each party is entitled to terminate the Agreement for the part that cannot be performed by means of a written statement.

Article 16 – Insurance

1. The Client/course participant shall take out all mandatory and necessary insurance in order to cover its employees and other interests related to any training provided by BC-opleidingen B.V., such as, but not limited to, industrial accident insurance.

2. The Client/course participant shall take out and maintain professional liability insurance for the training it provides. The insurance shall cover the liability of BC-opleidingen B.V. as referred to in article 13.

Article 17 – Confidentiality

1. The Parties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from another source in the context of the Agreement. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information. In case of doubt, information shall be regarded as confidential.

2. If, on the basis of a statutory provision or a court ruling, one of the Parties is obliged to provide confidential information to third parties designated by law or by the competent court, and the party concerned cannot invoke a legal right of non-disclosure, or a right of non-disclosure recognised or permitted by the competent court, then this party is not obliged to pay any compensation or indemnification and the counterparty is not entitled to dissolve the Agreement.

Article 18 – Intellectual property and copyright

1. All intellectual property rights (however named), regardless of whether they belong to BC-opleidingen B.V., to auxiliary persons of BC-opleidingen B.V. or to suppliers of BC-opleidingen B.V., and which are used by BC-opleidingen B.V. in the context of the Agreement, or which rest on works that are provided or delivered to the Client/course participant by BC-opleidingen B.V. in the context of the Agreement, shall remain vested in BC-opleidingen B.V.

2. All works and materials provided by BC-opleidingen B.V., such as course materials in any form whatsoever, are intended exclusively for use by the Client/course participant and may not be reproduced, made public or brought to the attention of third parties by it, whether for internal or external use, in any form whatsoever, without the prior written permission of BC-opleidingen B.V.

3. BC-opleidingen B.V. reserves the right to use the knowledge gained through the performance of the Agreement for other purposes, insofar as no confidential information of the Client/course participant is thereby brought to the attention of third parties. Intellectual property rights resting on such knowledge belong solely to BC-opleidingen B.V.

4. The Client/course participant is not permitted to take photographs, film and/or video recordings of the training courses or the training facilities without the prior written permission of BC-opleidingen B.V.

5. The Client/course participant gives permission for BC-opleidingen to use photo and film and/or video recordings for training purposes as well as for use on the website. If the Client/course participant does not wish this, it must make this known immediately, explicitly and in writing.

Article 19 – Disputes

The competent judge of the court in Haarlem has exclusive jurisdiction to hear disputes arising from or related to the Agreement.

Article 20 – Applicable law

Dutch law applies to the Agreement, these general terms and conditions and all obligations arising therefrom.

Article 21 – Amendments to the terms and conditions

These terms and conditions may be amended by BC-opleidingen B.V. from time to time. The amended terms and conditions shall apply to the Client/course participant 20 working days after BC-opleidingen B.V. has notified the Client/course participant of the amendments in writing, unless the Client/course participant objects to the amendments in writing to BC-opleidingen B.V. within 10 working days of receipt of the notice of amendment. If the Client/course participant objects to the amendments, BC-opleidingen B.V. may terminate the Agreement without observing a notice period. If the Agreement is not terminated by BC-opleidingen B.V. within one month of receipt of the objection of the Client/course participant, the old terms and conditions shall continue to apply to the Agreement.