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General terms of business

This is a translation of an original Dutch-Language document. In the event of an inconsistency, the original document shall prevail.

The private limited company IN2MOTIVATION BEHEER B.V., with its registered office in Amsterdam, the Netherlands.

Article 1. Applicability

  1. These general terms and conditions apply to all offers made, all brand names carried and all agreements concluded by IN2MOTIVATION BEHEER B.V., hereinafter referred to as IN2M, within the framework of its operations, unless otherwise agreed upon in writing.
  2. For the purpose of these general terms and conditions, the term "client" shall be understood to mean any natural person or legal entity with whom we have a contractual relationship by virtue of a purchase agreement entered into with us or who wishes to enter into another type of agreement with us. In particular, the term "client" shall be understood to mean the party by whose order and at whose expense goods are supplied.
  3. Variations of the provisions laid down in these general terms and conditions shall only and exclusively be valid if and insofar as expressly laid down in writing.
  4. If the client too refers to (his) general terms and conditions, those terms and conditions shall not apply. This shall be deviated from only if and insofar as the applicability of the terms and conditions of the client are not in conflict with our general terms and conditions, in which case the provisions in the IN2M terms and conditions shall apply. Any other stipulation in the terms and conditions of the client shall not affect the above.
  5. For the purpose of these general terms and conditions, the term "delivery (of goods)" shall also be understood to mean the provision of services and activities of whatever nature.

Article 2. Quotations

  1. All our quotations shall be regarded as invitations to the prospective client to make an offer. Consequently, they are not binding upon IN2M in any way whatsoever, unless expressly and unambiguously otherwise stated in writing in the quotation. The instruction given to IN2M is valid as an offer, which shall only be regarded as accepted by IN2M after our confirmation in writing (i.e. confirmation of instruction).
  2. All quotations submitted by us shall comprise - in particular also in respect of the provisions of the previous paragraph - : designs, drawings, models, samples, descriptions, pictures and suchlike, as well as any appendices and documents relating to IN2M quotations. All these items, as well as any tools made by IN2M within this context, shall remain our property, shall be returned to us at our request, and shall not be copied and/or handed to third parties without our express written consent. Similarly, IN2M reserves all rights that may exist by virtue of intellectual and industrial property.

Article 3. Conclusion of agreement

  1. An agreement with IN2M shall only be concluded after the instruction IN2M has been given has been accepted by IN2M in writing. An agreement shall be considered to have been concluded the moment the confirmation of instruction is dispatched by IN2M.
  2. Any additional agreements and/or commitments, entered into and/or made by our employees or entered into and/or made on behalf of us by other persons acting as representatives shall only be binding upon us if these agreements and/or commitments have been confirmed in writing by our director(s) who has/have been allocated power of representation.

Article 4. Prices

  1. The prices of IN2M are exclusive of turnover tax and, unless explicitly otherwise agreed upon in writing, exclusive of costs for transport and other costs.
  2. The prices listed in quotations, contracts and confirmations of instruction are based on cost factors such as exchange rates, wage costs, insurance premiums, taxes and any other government levies prevailing on the date on which the agreement is concluded.
  3. IN2M reserves the right - in the event that one or more of the cost factors have increased after the date on which the agreement has been concluded, but before the date of delivery - to pass these increases on to the client. We also have the right to fully or partially dissolve the agreement in such cases without any legal intervention being required. 

Article 5. Payment

  1. Payment shall be made within the payment term stated on the invoice, and failing that, within 30 days of the invoice date.
  2. IN2M shall at all times be entitled to demand payment in advance or another form of security from the client.
  3. Payments are made in cash, without set-off, discount or compensation, into a bank or giro account to be stipulated by IN2M.
  4. Any payments made by the client shall first be applied to settle all interest and costs payable and subsequently to settle the outstanding invoices that have been payable longest, even though the client has stated that the payment relates to a later invoice.
  5. Upon failure to pay within the payment term, the client is in default by operation of law as of the next day, and he shall, amongst others, owe the statutory interest on the full invoice amount. In the event that IN2M must take action to recover a debt in order to cash outstanding invoices, the client also owes the extrajudicial costs at fifteen percent of the outstanding claim(s), subject to a minimum of EUR 250 plus all other third-party costs relating to the collection.

Article 6. Hiring third parties

  1. We are at all times entitled to hire third parties for the execution of an agreement concluded with the client, without requiring the consent of the client.

Article 7. Recipients' liability

  1. The client guarantees that, in respect of the employees he assigns to IN2M, he shall fulfil his obligation to withhold and pay national insurance contributions and wage tax. The client also guarantees that he may in addition assign only freelancers to IN2M who have signed the independent contractor's statement to be issued to IN2M upon request. In evidence thereof, the client shall forward copies of these statements to IN2M within a reasonable period.
  2. In the event that the Tax and Customs Administration and/or the National Institute for Social Insurance (Lisv) claim that IN2M must pay wage tax or national insurance contributions - taking into account the fact that the client is obliged to withhold money from the freelancers under social insurance legislation - the full costs thereof shall be payable by the client, and the latter shall immediately compensate IN2M for any losses suffered by IN2M as a result of that.
  3. The costs referred to in paragraph 2 of this article shall be understood to mean (among other things): the deductions payable by virtue of the Income Tax Act, including increases and/or penalties, the social insurance contributions levied, an estimated increase pursuant to article 12 of the Social Security (Coordination) Act (CSV), as well as the relevant procedural and consultancy costs.
  4. The client shall refrain from claiming, in whatever form and at any time, both in and out of court, that IN2M must withhold money within the framework of the Income Tax Act, or levy social insurance contributions regarding the employees and/or freelancers hired by the client.
  5. On IN2M's demand, the client is obliged to submit proof that demonstrates the quarterly payment of the national insurance contributions to the social security administration agency with regard to the employees hired.
  6. For the purpose of this article, IN2M shall also be understood to mean the client within the meaning of buyer of IN2M products/services.
  7. The above paragraphs of this article shall apply to the client within the meaning of the buyer of IN2M products/services, in addition to all other provisions in these general terms and conditions. This particularly yet not exclusively relates to the provisions in article 14 "Liability/indemnification".

Article 8. Delivery date

  1. All (delivery) dates given by IN2M are, to the best of their knowledge, based on information known to IN2M at the time of concluding the agreement.
  2. The delivery dates given shall be observed as closely as possible, but failure to meet a delivery date shall not mean IN2M is in default. In the event that the delivery date is likely to be exceeded, the parties shall consult about the situation that has arisen.

Article 9. Retention of title

  1. Without prejudice to the provisions in article 11 of these terms and conditions of delivery, the ownership of products manufactured by IN2M shall transfer to the client no sooner than the day on which the latter has paid the price, interest, costs and compensation payable with regard to the delivered goods, including previous deliveries.
  2. The client undertakes that the products delivered under retention of title are insured and shall remain insured for fire, explosion and water damage as well as theft. In the event that a payment is made by the insurance for this purpose. IN2M has the right to these payments, Insofar as necessary, the client automatically undertakes vis-a-vis IN2M to provide cooperation for everything that is or could be needed or desired in this regard.
  3. In the event that IN2M wishes to exercise the property rights indicated in this article, the client automatically gives its unconditional and irrevocable permission to IN2M and third parties to be designated by IN2M to access all those areas where the property of IN2M is located, and to take this property back. 

Article 10. Retention

  1. In the event that IN2M is in the possession of goods of the client, it is entitled to retain those goods until all costs it has incurred in the execution of instructions from the same client have been paid, regardless of the fact that these instructions relate to the aforementioned or other goods of the client, unless the client has furnished adequate security for those costs.

Article 11. Intellectual or industrial property rights

  1. All intellectual property rights and copyrights to all quotations, (training) courses, development processes, measuring systems, training material, designs, illustrations, software etc. developed or made available by virtue of the agreement, are exclusively vested in IN2M or its licensors.
  2. The client shall only be given a right of use for the objects referred to in paragraph 1 of this article, unless the parties have agreed otherwise in writing.
  3. The client is not permitted to distribute, transfer, sell, rent out, encumbrance, change or multiply (the contents of) the objects in paragraph 1 in whatever way.

Article 12. Force majeure

  1. IN2M is not required to fulfill any obligation vis-a-vis the client if IN2M is prevented from doing so as a result of a circumstance for which it is not to blame, and neither by virtue of law, a legal act or generally accepted principles are considered to be for its account.
  2. In these general terms and conditions, force majeure comprises, in addition to what is included in the law and jurisprudence, all external causes, foreseen or unforseen, on which IN2M has no influence (including as a matter of principle it suppliers), yet as a result of which IN2M is not able to fulfil its obligations. This includes strikes in the company of IN2M or of third parties. IN2M also has the right to plead force majeure if the circumstances that prevent fulfilment of the agreement arise after IN2M should have fulfilled its obligation.
  3. In the event that IN2M fails to correctly fulfil the obligation to deliver or fails to do so at all or in time as a result of force majeure, IN2M is entitled to dissolve the agreement or the part thereof not yet executed, or to suspend it for a fixed or indefinite period of time at their own discretion.
  4. In the event of force majeure, the client is not entitled to claim any sort of compensation for damages (including, but not limited to, travel and accomodation costs and cancellation fees) from IN2M.

Article 13. Termination of the agreement

  1. IN2M can, unless the parties have agreed otherwise in writing, terminate the agreements it has concluded by means of a registered letter, subject to a notice period of one month.
  2. IN2M can terminate the agreement concluded with the client with immediate effect if:
    • a. The client is declared bankrupt, is placed under guardianship, or has been granted a moratorium;
    • b. The client is a legal entity and that legal entity is dissolved;
    • c. After conclusion of the agreement, IN2M learns of facts and/or circumstances which give IN2M good reason for fearing that the client shall not fulfil his obligations arising from the agreement;
    • d. The client runs his business in violation of (statutory) arrangements or government regulations;
    • e. The client refuses to furnish the security required by IN2M;
    • f. The client fails to fulfil his obligations arising from the agreement concluded with IN2M, even after having been declared in default in that respect.
  3. If any of the cases referred to in paragraph 2 of this article arise, any claims that IN2M may have against the client are immediately due and payable.
  4. The client cannot, save anything to the contrary agreed in writing and notwithstanding as herein provided, terminate, dissolve or nullify the agreement with IN2M.

Article 14. Liability/ indemnification

  1. In the event of an imputable failure or unlawful act, IN2M shall only be liable for the direct losses (without prejudice to the other provisions in this article). IN2M shall never be obliged to pay compensation for consequential losses, such as resulting losses, loss of profit, loss of savings and/or opportunities, losses due to business interruptions and suchlike.
  2. In the unlikely event of an incident occurring during the execution of an instruction, which incident leads to liability of IN2M, this liability shall be limited to the amount(s) which the professional liability insurance taken out by IN2M gives claim to. An incident as referred to in the previous sentence shall also be understood to mean an omission.
  3. Neither is IN2M liable for losses that are the result of the defectiveness of the equipment, software, data carriers, registers or other means, non excluded, used by IN2M in the execution of the instruction, nor for losses that are the result of third parties intercepting audio and/of data transmissions by telephone, fax or e-mail and the potential tampering therewith.
  4. Advice given by IN2M is without any obligation.
  5. In the event that the activities undertaken by IN2M, including the advice given, do not lead to the client's anticipated result, this shall be at the risk of the client and IN2M shall not be liable for this.
  6. The client indemnifies IN2M, both in and out of court, against all third-party claims somehow relating to the activities undertaken by IN2M with respect to the instruction given.
  7. For instructions to process an existing product, the client shall at all times be liable vis-a-vis the copyright holders.

Article 15. Complaints from the client

  1. The client guarantees the correctness and completeness of and is responsible for any details made available to IN2M.
  2. Complaints must be submitted within eight days, failing which all claims against IN2M shall lapse. Complaints must be submitted in writing, giving a clear explanation of the content of the complaints.
  3. Submitting a complaint shall never relieve the client from his payment obligations towards IN2M.

Article 16. Training courses

  1. Various training courses organised by IN2M contain one or more social, relaxing elements.
  2. Participation in a social element of training courses is entirely at the participants' risk. The client must notify the participants thereof before they take part. IN2M can never be held liable for participants injuring themselves during a training course or social programme.
  3. In the event of damage as a result of negligence or intent by the external partner of IN2M, IN2M and/or its clients may hold the external partner liable for demonstrable damage. IN2M shall never be liable.

Article 17. Number of participants per training course

  1. IN2M applies a maximum group size for the different training courses it organises. The client shall be notified of this maximum when the agreement is concluded.
  2. The client must announce the number of participants in writing no later than one month prior to the start of a training course.
  3. Applicants' registrations are processed in order of receipt.
  4. In the event that a participant is unable to attend, the client still owes the full price.
  5. In the event that a participant is unable to attend, the client is entitled to send a replacement. IN2M reserves the right not to accept this replacement if his or her level of knowledge and/or experience fails to reach that of the training course and/or group. The client must notify IN2M of any replacement no later than 24 hours before the start of the training course.

Article 18. Training dates/ number of training days

  1. The training dates and the number of training dates shall be determined in consultation with the client.
  2. IN2M is entitled to change the dates and times of the training courses no later than 3 weeks before the original start of the training course.

Article 19. Training material/ training location

  1. At the request of the client, the training material can be provided in the client's house style. The extra costs arising from this shall be payable by the client.
  2. The client is responsible for finding a suitable training location, unless otherwise agreed in writing. Location costs, travelling expenses and accommodation costs of participant(s) and trainer(s) of IN2M shall be payable by the client.
  3. Cancellation costs for flight tickets, accommodation and related cancellation costs shall be payable by the client at all times.

Article 20. Recordings

  1. IN2M reserves the right and the client and participant(s) consent to the making of recordings of the participants (both visual and sound) by IN2M during training courses and other meetings.
  2. The client and participants further consent to the use of these materials by IN2M for (future) training, commercial and promotional purposes or otherwise to share them in the public domain. 

Article 21. Cancellation of open training courses

  1. IN2M has the right to cancel a training course based on open registration no later than 2 weeks in advance if the minimum number of registrations required for proper execution of the training is not achieved. This shall be at the discretion of IN2M. Such cancellation shall not result in any form of liability for compensation on the part of IN2M.
  2. The client can cancel a(n) (open) training course free of charge no later than 4 weeks before the start of the training course. In the event of late cancellation the client shall pay the full price.
  3. Cancellation costs for flight tickets, accommodation and related cancellation costs shall be payable by the client at all times.

Article 22. Cancellation of customised (in-company) training courses

  1. In the case of in-company training courses, the client shall owe the following cancellation costs when a training course is cancelled:
    • 8 weeks before the first training date: 30%
    • 6 weeks before the first training date: 70%
    • 4 weeks before the first training date: 100%
  2. Cancellations of a training course must be submitted in writing.
  3. Cancellation costs for flight tickets, accommodation and related cancellation costs shall be payable by the client at all times. 

Article 23. Applicable law

  1. The quotations submitted by IN2M and all agreements entered into by IN2M are exclusively governed by the laws of the Netherlands.

Article 24. Settlement of disputes

  1. All disputes, of whatever nature, relating to and/or arising from agreements entered into by IN2M and services provided by IN2M shall be heard by the competent court in the Netherlands.

The private limited company IN2MOTIVATION BEHEER B.V., with its registered office in Amsterdam, the Netherlands.