1. General
1.1 These terms apply to all offers of Dynamics Master Program (also Promentum and Qurius Learning Solutions), to all agreements concluded between Dynamics Master Program and the client, as well as to all (juridical) acts in preparation or execution thereof.
1.2 The applicability of any standard terms or stipulations of the client is expressly excluded.
1.3 Changes or supplements to these terms and/or the agreement are only effective if and insofar as they have been confirmed in writing by Dynamics Master Program.
2. Offers
2.1 Offers and/or quotations are not binding upon Dynamics Master Program and only have the force of an invitation to place an order.
2.2 Unless otherwise agreed, the period of validity of offers is 30 days, on the understanding that an agreement is only effected if and insofar as Dynamics Master Program, in conformity with that stipulated in article 3.4, accepts an order (for the provision of training or the performance of other services) placed by the client within this period.
2.3 After expiry of the period of validity no rights can be derived any longer from the offer.
3. Applications for training courses, effecting of (other) agreements
3.1 Applications for training courses must be made by accepting the Dynamics Master Program Term & Conditions on the DMP website or by writing by signing the offer.
3.2 An agreement (to provide training or perform other services) is only effected if and insofar as Dynamics Master Program has accepted an order (or application for a training course) in writing.
4. Cancellation
4.1 If a training, irrespective of the reason, is cancelled within a term of 10 working days to the agreed commencement of the course, 50% of the training costs will be due. If training irrespective of the reason, is cancelled within a term of 5 working days o the agreed commencement, or if the student does not turn up, 100% of the training costs will be due.
4.2 If a client requests to move the course within 15 working days and 3 working days prior to commencement of the training, and Dynamics Master Program accepts the move, 25% of the training costs will be due, on the understanding that if the course is conducted by a partner organisation, 50% of the training costs will be due. If a course is moved within 3 working days prior to commencement, 50% of the training costs will be due. (N.B. the provisions of articles 4.1 and 4.2 do not apply to group trainings and bespoke).
4.3 Dynamics Master Program accepts replacements for students already registered.
4.4 Dynamics Master Program Training BV reserves the right, without stating its reasons, to cancel the order, or refuse the participation of a client or participants registered by the client, in which case the client is entitled to full reimbursement of costs.
4.5 Courses moved once cannot be moved again or cancelled.
4.6 Notice of cancellations and movements can only be given in writing, and have to be in the possession of Dynamics Master Program prior to the abovementioned terms.
4.7 As a deviation from the above provisions, if a training is conducted by a
Dynamics Master Program partner organisation, the terms and conditions of cancellation of the partner organisation may apply.
5. Prices
5.1 The prices or the rates stated in the training schedule or website of Dynamics Master Program apply to all training courses and other services offered by Dynamics Master Program. All prices are exclusive of VAT.
5.2 These prices and rates are based on the circumstances applicable at the moment the agreement is concluded. Should the circumstances change after the agreement has been concluded, Dynamics Master Program reserves the right to adjust its prices accordingly. (If and insofar as the prices are thus increased by more than 15%, the client is entitled to dissolve the agreement.)
6. Payment
6.1 The client will pay Dynamics Master Program BV within 14 days of invoice date the sums charged to him. All sums charged to the client must be paid without discount or deduction. The client is not authorized to perform set-off. Furthermore the client is not entitled to suspend any payment obligation towards Dynamics Master Program Training BV.
6.2 The client is in default by the sole fact of the expiry of a payment period. In that case all claims by Dynamics Master Program against the client, of whatsoever nature, fall immediately eligible.
6.3 The client is liable to pay interest for overdue payment equal to the statutory interest applicable in the Netherlands at that moment increased by a surcharge of 3% on all amounts which have not been paid, at the latest, on the last day of the payment period.
6.4 If the client is in default with respect to Dynamics Master Program, he is obliged to compensate Dynamics Master Program in full in respect of its costs both in and out of court. The out-of-court costs to be compensated by the client will amount to at least 10% of the outstanding amount, with a minimum of EUR 113.45, to be increased by the VAT due thereon. Any amount received from the client will be used first and foremost to settle any interest and costs due.
6.5 The client undertakes to extend his co-operation in the furnishing of a substantial security at the first request of Dynamics Master Program.
7. Warranty
7.1 Dynamics Master Program guarantees the client that the courses and other services it supplies fulfill that which has been agreed. Complaints must be reported to Dynamics Master Program immediately after the deficiencies have been detected. On condition that a complaint has been made properly and in good time and it has been satisfactorily demonstrated that the training courses and/or other services have not fulfilled that which has been agreed, Dynamics Master Program will provide these courses and/or other services again soundly. By satisfying this performance Dynamics Master Program is fully discharged of its obligations in the matter towards the client and is not obliged to make any further payment (for damages).
8. Liability and indemnification
8.1 Dynamics Master Program is furthermore not liable either under the law or under this agreement for the so-called consequential loss that the client or a third party might suffer in the matter of the execution of the agreement or (the use of) the training courses and/or other services, including trading loss, environmental damage or emotional damage or loss. In all cases the liability of Dynamics Master Program Training BV is limited to the invoice amount of the part of the agreement from which the loss has arisen.
8.2 This leaves unimpaired the liability of Dynamics Master Program under Title 3, Section 3, Book 6 of the Netherlands Civil Code (Product Liability). Dynamics Master Program will furthermore not make any recourse to the included limitations of its liability if and insofar as the loss is due to the gross negligence or intention of Dynamics Master Program Training BV or its supervisory staff.
8.3 Unless the loss was caused by the gross negligence or intention of Dynamics Master Program or its supervisory staff the client will indemnify Dynamics Master Program and hold it harmless against all claims of third parties having a direct or indirect connection with the execution of the agreement or (the use of) the training courses and/or other services and it will compensate Dynamics Master Program for all losses which Dynamics Master Program suffers as a result of such claims.
9. Intellectual property
9.1 The client obtains no right of intellectual property relating to the training courses and other services or the materials made available to him, notwithstanding the question of whether these intellectual property rights rest with Dynamics Master Program or another.
9.2 Dynamics Master Program declares that to the best of its knowledge the training courses and other services do not infringe the intellectual property rights of third parties applicable in the Netherlands. In the case of claims of third parties in the matter of an infringement of such rights, Dynamics Master Program can, if necessary, replace or change the relevant training courses and other services or dissolve the agreement in whole or in part. The client only has the right to dissolve the agreement insofar as maintenance thereof cannot reasonably be demanded of him.
9.3 The client will inform Dynamics Master Program immediately of any claim of a third party in the matter of an infringement of intellectual property rights relating to the training courses and other services. Dynamics Master Program is then authorized, on the client's behalf as well, to put up a defense against the claim, take legal measures against this third party, or to secure an amicable settlement with this third party. In all cases the client will extend his optimum co-operation to Dynamics Master Program.
10. Default and dissolution
10.1 In the event of the client's default or in one of the cases mentioned in article 10.2 Dynamics Master Program is authorized to suspend execution of each agreement and/or to wholly or partially dissolve any agreement.
10.2 In the event of the (provisional) suspension of payments, bankruptcy or involuntary liquidation, cessation or winding-up of (the business of) the client, all agreements are dissolved by force of law unless Dynamics Master Program Dynamics Master Program advises within a reasonable time that it is demanding compliance with (a part of) the agreement.
10.3 That stipulated in articles 10.1 and 10.2 does not impair the other rights of Dynamics Master Program under the law and the agreement.
10.4 If an occurrence should arise as referred to in (i) 10.1 or (ii) 10.2, then respectively (i) all claims of Dynamics Master Program against the client under the relevant agreement(s) and (ii) all claims of Dynamics Master Program against the client fall immediately and wholly eligible (and Dynamics Master Program is entitled to take back the relevant products. In connection with this, Dynamics Master Program and its authorized representative(s) will be entitled to enter the land and buildings of the client to reclaim possession of the products. The client is obliged to take the necessary measures to give Dynamics Master Program the opportunity to exercise its rights.)
11. Force majeure
11.1 If Dynamics Master Program cannot fulfill its obligations towards the client due to a non-attributable shortcoming (force majeure), compliance with these obligations will be suspended for the duration of the state of force majeure. Dynamics Master Program Training BV will notify the client as soon as possible of the state of the force majeure.
11.2 If the state of force majeure lasts for 7 days then both parties have the right to dissolve the agreement in whole or in part insofar as the situation of force majeure justifies it.
11.3 In the event of force majeure the client has no right to any payment (for
damages), not even if Dynamics Master Program Training BV should derive any benefit from the force majeure.
11.4 By force majeure is understood any circumstance independent of the will
of Dynamics Master Program Training BV, as a result of which the compliance of its obligations towards the client is wholly or partially impeded or as a result of which compliance with its obligations cannot reasonably be demanded of Dynamics Master Program Training BV, irrespective of whether this circumstance was to be foreseen at the time the agreement was concluded. These circumstances are also deemed to include: war, civil commotion, flood, fire, strikes, lock-outs, blockade, riot, stagnation or other problems in production at Dynamics Master Program Training BV or its suppliers, problems with its own transport or that provided by third parties, devaluation, increase in import and/or excise duties and/or taxes, measures of any governmental authority, the lack of any officially obtained license or permit, accidents, illness and computer faults or breakdowns; all this to apply both at the premises of Dynamics Master Program Training BV and at the location where the training course is being held.
12. Illness of course tutor
12.1 If a course tutor falls ill and/or is otherwise prevented from fulfilling his duties Dynamics Master Program will, if possible within 48 hours, ensure an equivalent replacement.
12.2 If replacement does not appear to be possible within the stated period, Dynamics Master Program will inform the client of that fact within 24 hours and article 11 will apply.
12.3 If Dynamics Master Program provides an equivalent replacement within 48 hours then article 11 is not applicable and the client cannot assert any right to Dynamics Master Program compensation for damage, interests and costs and/or a discount on or a reduction in the agreed fee.
13. Applicable laws and choice of law
13.1 The laws of the Netherlands apply to these terms, as well as to the agreement.
13.2 The applicability of the Vienna Sales Convention 1980 (CISG) is excluded.
13.3 All disputes which arise with respect to the agreement or these terms shall, if not mandatory prescribed otherwise by the law, be subject to the judgment of the competent court in Utrecht, on the understanding that Dynamics Master Program Training BV has the right to bring claims against the client, whether or not simultaneously, before other courts of justice or tribunals which are competent to take cognizance of such claims.