Terms & Conditions
In these terms and conditions, the following terms are understood to mean:
General terms and conditions MOOVS B.V.
MOOVS B.V., established in Amsterdam, established at Tweede Jan Steenstraat 84H 1074 CR, Amsterdam, registered in the Trade Register of the Chamber of Commerce under number 27324321.
A legal entity or natural person (whether or not acting in the exercise of a profession or business) who purchases a service and/or product from MOOVS and with whom an agreement is or has been concluded, or to whom a quotation is provided.
The specific written assignment to perform certain training and consultancy activities.
A person who is employed by MOOVS or who works under its responsibility and liability and who possesses the skills necessary for the assignment.
Unless otherwise agreed in writing between the Client and MOOVS, the provisions of this agreement apply to every assignment that MOOVS acquires or seeks to acquire from the Client, regardless of who acts on behalf of the parties. In the event of a conflict between this and what is stated in an order, what is stated in the conditions will prevail.
MOOVS’ achievements include organizing and providing training, coaching, development and implementation of learning solutions, guidance programmes, development trajectories, digital learning resources and other forms of training. Hereinafter, the performances are collectively referred to as ‘(the) Assignments’.
Assignments are only given by the Client in writing. They take effect after written acceptance by MOOVS, or as soon as the Client has accepted an offer made by MOOVS.
Changes or additions to an order can only be agreed by the parties in writing.
MOOVS will carry out the Assignments to the best of its knowledge and ability and in accordance with the requirements of good workmanship. MOOVS will make every effort to protect the interestsof the Client to the best of its knowledge and to strive for a result that is useful to the Client. MOOVS cannot, however, guarantee that the work will always achieve the result desired by the Client.
MOOVS will submit its proposal to the Client on the basis of the information MOOVS has up to that point. The Client guarantees to MOOVS that this information, necessary for the development and execution of the Performance, is complete and correct. MOOVS carries out its services from an independent point of view and adapts to the program that is developed on the basis of the consultation between MOOVS and the Client. The customer undertakes to provide all documents and data that MOOVS needs in time to be able to carry out the Performance according to the agreed schedule.
The Employee who participates in the training and/or coaching sessions must adhere to the reasonable instructions provided to him by or on behalf of the Client.
OOVS can change the composition of the team of employees after prior consultation with the Client, if it can indicate with reasons that this is necessary or desirable for the execution of the assignment. Changes may not reduce the quality of the team of employees or adversely affect the continuity of the assignment, nor will it lead to an increase in the costs owed by the Client.
If an Employee is unable to attend the session(s) for whatever reason, MOOVS will immediately arrange for a replacement and consult with the Client. If MOOVS is unable to provide a replacement Employee, the Client will not owe any compensation as referred to in Article 5 for the hours for which no work has been performed as a result of the absence.
All prices are exclusive of turnover tax (VAT) and other levies imposed by the government. All prices made known by the supplier are always in euros and the customer must make all payments in euros.
The applicable prices are those that apply at the time of the conclusion of the Agreement between MOOVS and the Client.
If during the execution of an order it appears that MOOVS can only fully execute the order at a higher cost than stated in its quotation or agreement, MOOVS can only charge these additional costs after it has obtained written permission to do so from the Client.
The Agreement between the parties indicates which party is responsible for the provision of learning materials and aids, and which party bears the costs for this.
MOOVS will invoice 50% of the agreed fee for the execution of the order when the order is placed and 50% after completion of the order, unless both parties have agreed otherwise in the order confirmation. If the execution of an order takes place over a period of more than 6 months, MOOVS can invoice quarterly or in terms agreed with the Client.
Settlement by the Client of amounts charged to it against any amount owed by MOOVS to it is only permitted if the statutory requirements for set-off have been met.
In the absence of payment by the Client no later than 30 days after the invoice date, the amount owed will be increased by operation of law and without prior notice of default with an interest equal to 1% per month. In the event of failure to pay one or more outstanding claims with regard to MOOVS, MOOVS may suspend the further performance of its Performance until payment of the outstanding invoices, including any costs.
As soon as the Client is in default, all damage and costs arising therefrom, including reminder, judicial and extrajudicial collection costs, will be for its account. MOOVS has the right to charge a fee of € 25.00 for each reminder that is necessarily sent to the Client. The moment MOOVS transfers the collection to a third party, the Client owes MOOVS an amount in respect of the extrajudicial costs to be paid by MOOVS to that third party, equal to 15% of the outstanding amount with a minimum of € 45. 00, without prejudice to the further costs for collection.
MOOVS is only liable towards the Client for damage that is the foreseeable and direct consequence of an attributable failure on the part of MOOVS in the performance of its obligations under the agreement between it and the Client. Any form of consequential or indirect damage, including inter alia: trading loss, delay damage (other than statutory interest), damage due to depreciation, lost enjoyment, lost profit, or loss suffered, and personal or immaterial damage are excluded from compensation.
Insofar as MOOVS is obliged to compensate damage pursuant to the provisions of paragraph 1 above, this only concerns damage against which MOOVS is insured, or at least should reasonably have been insured, on the understanding that an amount higher than the maximum insured amount is never eligible for reimbursement.
Unless fulfillment by MOOVS is permanently impossible, MOOVS’s liability only arises if the Client gives MOOVS written notice of default. The notice of default must in any case contain a reasonable term for the possible rectification of the shortcoming, without adverse consequences for MOOVS. Furthermore, the notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that MOOVS is given the opportunity to respond adequately.
The provisions of this article as well as all other limitations and exclusions of liability referred to in these general terms and conditions also apply to the benefit of all (legal) persons that MOOVS uses in the execution of the agreement.
Complaints are understood to mean all grievances related to the execution of the Assignment. Complaints about the quality of the delivered goods or services can only be asserted by the Client by written submission within fourteen days after receipt of the goods, or fourteen days after completion of the Assignment.
The complaint must contain a description of the grievances and the defects found. Submitting a complaint cannot lead to suspension of the Client’s payment obligation.
9 Cancellation of the order.
Cancellation as referred to in Article 5 does not release the Client from the obligation to purchase the work agreed in the Assignment from MOOVS within the validity period of the Assignment.
If the Client does not fulfill the obligation as referred to in Article 6.1, MOOVS is entitled to invoice the Client for the agreed activities at the end of the validity period of the Assignment.
In the event of cancellation of the Assignment, MOOVS will in the first instance try to find an alternative solution in close consultation with the Client.
If MOOVS cancels or wishes to move the agreed implementation dates and costs have already been incurred by the Client at that time, the Client can charge these costs to MOOVS.
If the Client cancels up to 28 days before the start of the agreed implementation dates or wishes to move implementation dates, MOOVS can charge the Client preparation costs (development, material, accommodation and administration costs) and 25% of the amount owed for the execution of the assignment.
If the Client cancels up to 14 days before the start of the agreed execution dates or wishes to move the execution dates, MOOVS can charge the Client the preparation costs and 50% of the amount owed for the execution of the assignment.
If the Client cancels or wishes to move data within 14 days before the start of the agreed implementation dates, MOOVS can charge 100% of the total amount due.
Cancellation or rescheduling of performance dates must be confirmed in writing no later than five working days after verbal notification.
The Client and MOOVS will observe secrecy, even after termination of the Assignment, with regard to all information made available to them by the other party in the context of the conclusion and execution of an assignment, and of which the confidential nature either indicated or reasonably accessible.
11 Intellectual property rights
Unless otherwise agreed in writing, MOOVS or its licensor(s) retains all copyrights and all other intellectual and/or industrial property rights in the products made and/or provided and/or produced by it – whether electronically or otherwise. quotations, products, designs, images, drawings, software, material, etc.
All rights to the products referred to in paragraph 1 remain the property of MOOVS, regardless of whether costs have been charged to the Client for their manufacture. These products may under no circumstances be reproduced, published, used or stored without the express prior written consent of MOOVS.
Violation of the provisions of paragraphs 1 and 2 results in forfeiture of an immediately and without prior notice of default due and payable fine of € 15,000. This fine can be claimed in addition to compensation on the basis of the law.
12 Force majeure
In the event of force majeure, whether of a permanent or temporary nature, MOOVS is entitled to dissolve or temporarily suspend the agreement in whole or in part, without the Client and/or third parties being able to claim compensation or compensation and/or compensation.
13 Privacy and data protection
In order to be able to deliver the Services to the Client, Moovs processes personal data of the Client (and its employees). This is done, in execution and within the framework of the agreement with the Client, to provide access to the software systems and where necessary to comply with administrative and legal obligations, but also to organize MOOVS’ business processes more efficiently. MOOVS always processes this personal data in a proper and careful manner and in accordance with the provisions of the General Data Protection Regulation.
With regard to the processing of personal data, the Parties conclude a processing agreement. This agreement is an integral part of the agreements made by the Parties.
MOOVS takes the necessary technical and organizational measures to protect the personal data against loss or any other form of unlawful processing, taking into account the state of the art and the nature of the processing.
The Personal Data made available to MOOVS by the Client will only be processed in the context of MOOVS’ own business activities and to implement the Agreement with the Client.
In all cases in which MOOVS shares Personal Data of a Client with a (sub)processor, MOOVS will ensure that these processing operations are adequately regulated by means of processing agreements with these (sub)processors. For more information about how MOOVS handles the personal data made available to it, please refer to our Privacy Statement (see http://www.moovs.nl).
14 General provisions
The client is responsible for the choice and suitability of the training for the participants. The lack of the required prior knowledge on the part of a participant does not affect the Client’s obligations under the agreement. The Client is permitted to replace a participant for a training course with another participant, insofar as this participant meets the prior knowledge required for the training course or with MOOVS’s prior written consent.
All legal relationships involving MOOVS are exclusively governed by Dutch law, even if an agreement is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is hereby expressly excluded.
The court in Amsterdam has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise.
MOOVS has the right to change these general terms and conditions unilaterally and without becoming liable for damages. Changes also apply to Agreements already concluded. Changes will be made known to the Client in writing and will come into effect 30 days after the announcement, a different date will be indicated when the announcement is made. In the event of changes, the Client has the right to terminate the Agreement as of the effective date of the new General Terms and Conditions, unless the change is of such a nature that it does not justify the termination of the Agreement.
The Management Board of MOOVS, April 2021