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 General Terms and Conditions

ACT VR-supported Training Programs – Room for Innovation B.V.

Article 1. Parties and definitions

1. ACT VR-supported Training Programs - Room for Innovation B.V. (hereinafter referred to as ACT VR), located in Nijmegen at Mozartstraat 24 (6521 GC), registered with the Chamber of Commerce under number 91891027, user of these general terms and conditions.

2. Further details of ACT VR:

Website: www.act-vrtraining.com

Email: info@act-vrtraining.com

Phone number: 06 – 14 78 81 55

3. Client: the legal entity or natural person who wishes to hire ACT VR.
4. Participant: the actual natural person who makes use of the services offered by ACT VR. 

 

Article 2. Applicability

 

1. ACT VR declares these general terms and conditions applicable to every offer from ACT VR and to any agreements resulting therefrom, which the parties have entered into with each other. To the extent that the content hereof has not been changed and/or no more specific terms apply between the parties, these general terms and conditions shall also apply to future contractual relations between the parties.

2. Deviations from these terms and conditions are only valid insofar as they have been expressly agreed upon in writing by the parties.

3. General (purchase) conditions of the Client are expressly rejected.

4. Third parties involved by ACT VR in the execution of the agreement may also invoke these general terms and conditions.

5. If one or more part(s) of the provisions of these general terms and conditions are null and void, or are annulled, the remaining provisions of these general terms and conditions shall continue to apply. In that event, the parties will consult to agree on new rules to replace the null and void or annulled provisions, in which the purpose and scope of the null and void or annulled provisions will be reflected as much as possible

 

Article 3. Offer and formation

 

1. Each offer, in the form of a quotation or otherwise, is entirely and unconditionally non-binding and revocable and has a validity period of 1 month, unless otherwise indicated in writing by ACT VR.

2. An offer does not automatically apply to subsequent assignments, reorders, or extensions.

3. The prices mentioned on the website or in another form of an offer are in Euros and exclusive of VAT and subject to levies, surcharges, and other factors. The prices possibly mentioned on the website are explicitly only indicative and therefore not binding.

4. Obvious typographical errors and accidental mistakes in the offer are not binding on ACT VR.

5. All statements by ACT VR of size, type, and other specified specifications of services to be delivered are only indications. A minor deviation from this in the delivered does not lead to a failure to perform the agreement on the part of ACT VR.

6. The agreement is concluded at the moment the Client accepts the offer from ACT VR and ACT VR has confirmed the formation of the agreement in writing, or after ACT VR, or a third party on its behalf, has commenced with the execution of the agreement.

7. The agreement is explicitly entered into under the suspensive condition of, among other things, adequate availability of the trainer(s), consultant(s), Participants, and/or location. 

 

Article 4. Execution of the agreement  

 

1. ACT VR represents the interests of the Client within the limits of the assigned task. ACT VR will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. The Client acknowledges that ACT VR has artistic freedom in the execution of the agreement as long as no specific characteristics, functions, or wishes of the Client are specified in the main agreement/offer. All services of ACT VR are carried out on the basis of a best efforts obligation, unless and to the extent that ACT VR has explicitly promised a result in the written agreement and the respective result is also sufficiently defined. ACT VR has the right to execute everything not explicitly described in the assignment according to its own technical and creative insight. The obligation to pay the fee is therefore in no way dependent on the outcome of the assignment or the result. 

2. The Client shall enable ACT VR to perform the assignment. The Client is obliged to provide the necessary cooperation for the execution of the agreement by ACT VR. The Client must have or provide a space that meets the requirements set out in Article 6.1b to 6.1g.

3. Services are only provided after the agreement has been concluded.

4. ACT VR will try to fulfil the agreement within the indicated/estimated period. This period is not fatal, meaning the Client must first default ACT VR, setting a generous and reasonable term before proceeding to any remedy.

5. The Client ensures that all data, which ACT VR indicates is necessary or which the Client should reasonably understand is necessary for the execution of the agreement, is provided to ACT VR in a timely manner. The Client bears the risk of correct and timely delivery of the required information. If the necessary data has not been provided to ACT VR in time, ACT VR has the right to suspend the execution of the agreement and/or charge the Client for the extra costs resulting from the delay according to the usual rates.

6. The Client ensures that digitally supplied material is safe and does not contain viruses or other harmful content that can damage the computer systems, computer programs of ACT VR and/or third parties.

7. ACT VR is free to have the assignment executed by third parties. Art. 7:404 BW is expressly excluded in the agreement.

8. If and insofar as a proper execution of the agreement requires this, or if this arises from the nature of the agreement, ACT VR has the right to give orders to third parties on behalf of and at the expense of the Client to provide services. In case ACT VR draws up a budget for the costs of third parties to be engaged, this budget has only an indicative scope.

9. The Client is not entitled to have the agreed work also carried out by a third party without consultation with or permission from ACT VR. Art. 7:407 BW is expressly excluded in the agreement.

10. In case of insufficient registration, the service provision may be canceled or postponed to a later date. ACT VR is entitled to change the location for the work to be performed.

11. The Client accepts that the scheduling of the assignment can be influenced if the parties decide to change the approach, method, or scope of the assignment and the resulting work during the process. If interim changes occur in the execution of the assignment by the Client, ACT VR will make the necessary adjustments on behalf of the Client. If this leads to additional work, then ACT VR will charge this as an additional assignment to the Client. ACT VR may charge the Client for the extra costs for changing the assignment unless the change or addition is the result of circumstances attributable to ACT VR.

12. ACT VR reserves the right to terminate an agreement and cease service provision if there are reasons on the basis of which service provision cannot reasonably be expected from ACT VR anymore, despite the need of the Participant. ACT VR will notify the Participant and/or the Client in writing and with justification of the refusal. The Client and/or Participant has no right to compensation in this case.

13. ACT VR reserves the right to terminate an agreement and cease service provision if, after the commencement of service provision, it appears that the Participant requires extra care or guidance due to illness, behavior, or otherwise than was assessed at the time of the conclusion of the agreement, or if the Participant poses a health or safety risk to other Participants or staff of ACT VR, or if it appears that the Participant does not match with the other Participants and the execution of those agreements is thereby hindered. ACT VR will notify the Participant and the Client in writing and with justification of the termination. The Client and/or Participant has no right to compensation in this case.

 

Article 5. Prices, payment and suspension  

 

1. The offer has been established in good consultation. By concluding the agreement, the parties consider the prices to be reasonable and fair.

2. Unless otherwise agreed, travel hours, travel and accommodation costs are not included in the indicated fee.

3. Unless otherwise agreed, the Client must have paid the entire sum in full directly before the execution of the service. Non-attendance of the service does not exempt the financial obligation towards ACT VR.

4. If payment is made by invoice, payment must be made within 14 days of receipt of the invoice by means of a bank transfer.

5. In the event of exceeding the agreed payment term, ACT VR is immediately entitled to charge the Client an interest of 1% of the principal sum per month as well as an amount for out-of-court collection costs. The latter costs amount to 15% of the due principal sum with a minimum of EUR 125, exclusive of VAT.

6. A composite price quotation does not oblige ACT VR to perform a part of the assignment for a corresponding part of the stated price.

7. Without explicit and written permission from ACT VR, the Client is not allowed to apply offsetting and/or suspension and/or withholding with respect to the payment obligations.

 

 Article 6. Obligations of the Client and Participant   

 

1. The Client shall enable ACT VR to perform the assignment. The Client is obliged to provide the necessary cooperation for the execution of the agreement by ACT VR. This includes, among other things: 

a) Ensuring that ACT VR can timely have access to the data required for the assignment, including the number of participants, information about any physical or mental limitations of the participants, and other particulars regarding the Participant. 

If the service takes place at a location selected by the Client, the following additional obligations rest on the Client: 

b) Providing safe and clean space(s); 

c) Ensuring that work and/or deliveries to be carried out by third parties, which are not part of ACT VR's assignment, are carried out in such a way and on time that they do not delay the execution of the assignment; 

d) Arranging the spaces where the service is performed in such a way that ACT VR can immediately start the assignment upon arrival; 

e) Ensuring that ACT VR has sufficient opportunity for the delivery, (safe) storage, and/or removal of any aids. 

f) A lockable space that is not accessible to unauthorized persons. 

g) The space must have sufficient surface area and be able to accommodate a classroom/U-shaped setup, and the ability to set up VR setups at a sufficient distance from each other. There should also be space for consuming coffee/tea/lunch at a sufficient distance from VR setups.

2. If, in the opinion of ACT VR, the local circumstances are such that safety cannot be guaranteed, the services of ACT VR cannot take place undisturbed, or there are other impediments in the execution of the assignment, the service by ACT VR will either not take place or be terminated prematurely without giving the Client any right to a refund of paid funds or compensation for damage.

3. The Client expressly bears the risk for damage caused by: 

a) Defects in the (im)movable properties in or on which the assignment is executed; 

b) Defects in materials or aids provided by the Client.

4. It is the obligation of the Participant to inform ACT VR in advance about any complaints, such as traumas.

5. The Client is required to inform the Participant of ACT VR's general terms and conditions by providing a copy thereof, and the Participant must conform to them.

 

Article 7. Replacement, modification, cancellation, and rescheduling

 

1. Article 7:408 BW is expressly excluded in the agreement.

2. If a Participant is unable to attend the ‘Train the Trainer’ program of ACT VR, replacement is only possible after approval by ACT VR, and the substitute must be registered with ACT VR at least one week before the service is delivered, and ACT VR must approve that this potential Participant may/can attend the training. If a replacement is made within a week before the first service delivery, the Client owes EUR 25 for administrative costs. After the start date, the Participant cannot be replaced.

3. An assignment can be rescheduled to another date free of charge by the Client in consultation up to 6 weeks before the agreed date. If rescheduling occurs between four to two weeks before the scheduled start date, a surcharge of 25% is due. If rescheduling occurs within two to one week before the scheduled start date, a surcharge of 50% is due. If rescheduling occurs within one week before the scheduled start date, a surcharge of 75% of the entire fee is due.

4. Cancellation of an assignment by the Client can be done up to four weeks before the agreed date against an administrative fee of EUR 25. If canceled between four to two weeks before the scheduled start date, 50% of the total fee is due. If canceled within two weeks to one week before the scheduled start date, 75% of the total fee is due. If canceled within one week before the scheduled start date, 100% of the total fee is due.

5. Cancellation or rescheduling is only possible in writing; the date of cancellation or rescheduling is the date on which the written cancellation is received by ACT VR. The cancellation costs are immediately due and payable upon cancellation.

6. ACT VR is at all times entitled to replace the trainer(s), consultant(s), process facilitator, or other personnel assigned by it to provide the service, with another person.

7. ACT VR is entitled to cancel the service up to three days before the service delivery. The Client will be informed about this immediately. ACT VR will refund the fee paid by the Client. If the Client opts for an alternative service offered by ACT VR, the fee will not be refunded.

8. If an assignment temporarily cannot proceed due to force majeure, ACT VR will reasonably endeavor to find an alternative option. If this is not successful, or if the continuation of an assignment is definitively not possible, ACT VR will refund the price of the assignment pro-rata to the followed parts of days. Force majeure in this context includes, but is not limited to: fire at the location, bankruptcy or suspension of payments of ACT VR, illness or death of employees and other personnel at ACT VR who are capable of giving the training, illness or death of close relatives of employees and other personnel at ACT VR who are capable of giving the training, extreme weather and traffic conditions, government-imposed restrictions regarding terrorism, illness, epidemics, pandemics, etc.

 

Article 8. Transfer, hiring, confidentiality, and intellectual property

 

1. The Client is not allowed to approach the coach(es), consultant(s), or supporting staff connected to the service, directly or indirectly without the intermediation of ACT VR, either for existing services or for similar services, without written permission from ACT VR.

2. All rights to the material provided by ACT VR are reserved by it. Nothing from the publication(s) may be reproduced, stored in a sustainable data carrier, automated database, or made public without the explicit prior written permission of ACT VR. It is not permitted to make any material available to third parties.

3. The Client is aware that the intellectual property regarding the services of ACT VR, including the guidance provided by or on behalf of ACT VR, belongs to ACT VR. The Client is not permitted without prior written permission from ACT VR to reproduce, disclose and/or exploit any content of the guidance or other intellectual creations, whether or not disclosed by ACT VR.

4. ACT VR reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual property laws and regulations. ACT VR has the right to use the knowledge gained on her side through the execution of an agreement for other purposes, as long as no strictly confidential information of the Client is disclosed to third parties.

5. All parties are obliged to keep confidential any information they have received in the context of the agreement, including information for guidance by ACT VR, except for any legal obligations. Information is considered confidential if this has been indicated by the other party or if this is evident from the nature of the information. The information about ACT VR, including methodology and results in any form, must be kept confidential by the Client.

6. If the Client acts in violation of any of the preceding five paragraphs, the Client owes ACT VR an immediately payable fine of EUR 10,000 per violation.

 

Article 9. Warranty and liability

 

1. ACT VR does not provide any guarantees or promises regarding any result to be achieved by the assignment.

2. Except for liability based on mandatory law, in the event of any shortcomings in the fulfillment of the agreement on its part, ACT VR is only obliged to properly fulfill its obligations, all in reasonableness and in consultation with the Client, without the Client having any right to any compensation whatsoever.

3. The Client is required to check every delivery and execution, whether in phases or otherwise, as soon as possible, but within 24 hours for conformity in terms of quantity and quality. If the performance does not comply with the agreement and therefore has a defect, the Client must inform ACT VR within 5 days after discovering or reasonably could have discovered the defect.

4. After providing information as referred to in the previous paragraph, ACT VR will rectify or replace the defect free of charge in a reasonable manner. If neither of the two remedies described above provides a solution to effectively remedy the defect, the Client has the right to terminate the agreement. The foregoing applies without the Client being entitled to any compensation for damage by ACT VR.

5. If the defect has arisen due to a fault attributable to the Client, the Client has informed ACT VR about the defect too late, the Client has confirmed the completion of a phase, or the Client has given permission for the start of the next phase, all rights to repair, replacement, or possible dissolution as described in this article lapse. The burden of proof regarding the attribution of the fault lies with the Client.

6. Should ACT VR be immediately liable towards the Client, this liability is at all times limited to the amount of the possible invoice amount plus 15%, or otherwise to the amount that the professional or business liability insurance taken out by ACT VR covers.

7. The liability of ACT VR does not extend to consequential damage at any time and, except in cases of intent or gross negligence, also not to property damage, immaterial damage, or lost profit.

8. The Client indemnifies ACT VR for damages to third parties arising in connection with the agreement due to actions by ACT VR, including omissions, based on incorrect, incomplete, or late information, data, and documents provided by the Client.

9. ACT VR is entitled to postpone the start of the services belonging to a phase until the Client has approved the results of the preceding phase in writing.

10. The existence of a defect does not suspend the Client's payment obligation.

11. In all cases, the period within which ACT VR can be approached for compensation of damage is limited to 6 months. If the Client suffers damage, this must be reported to ACT VR immediately. The Client is obliged to do everything reasonable to limit the said damage as much as possible.

 

Article 10. Termination of the agreement 

 

1. ACT VR has the right to terminate the agreement with the Client with immediate effect for the future by means of a written notification without (further) prior notice of default if: 

a) The Client wholly or partially ceases or otherwise liquidates its business operations or significantly changes or transfers its business activities to a third party without the prior written consent of ACT VR; 

b) The Client is granted (provisional) suspension of payments or is declared bankrupt, applies for a debt restructuring arrangement, or is placed under guardianship or administration. 

c) A lien is placed on any right belonging to the Client. 

d) It decides within two working days after the Client has accepted the agreement that it does not want to execute the assignment, for whatever reason.

2. In the event of termination of the agreement, all payments owed by the Client to ACT VR are immediately and fully due. If the work is not fully completed, the Client is obliged to pay a proportional part of the total sum. No refund of any credits will take place.

 

Article 11. Force majeure

 

1. Force majeure is understood to mean, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, over which ACT VR has no control. This includes strikes, traffic disruptions, unforeseeable stagnation, disruptions in energy supply, transportation problems, fire, loss or damage during transport, government measures, pandemics, epidemics, and illness or death of available trainers or their immediate relatives. Force majeure also includes synflood, network attack, DoS or DDoS attacks, war, business disruptions, internet or other telecommunication facility failures.

2. During periods of force majeure, obligations of ACT VR are suspended. If compliance due to force majeure is impossible for more than one month or other circumstances occur that make it disproportionately burdensome for ACT VR to fulfill its obligations, ACT VR is authorized to terminate the agreement entirely or partially by notifying the Client without judicial intervention, without any obligation to compensate for damages.

3. If ACT VR has already partially fulfilled its obligations at the onset of force majeure, it is entitled to invoice or partially credit the already delivered or performed part in the case of advance payments.

 

Article 12. Changes to general terms and conditions

 

1. In the case of ongoing agreements that end over time, ACT VR reserves the right to change or supplement these general terms and conditions. Changes also apply to agreements already concluded, subject to a period of 30 days after notification of the change. Minor changes can be made at any time. If the Client does not accept a change in these general terms and conditions, this must be communicated in writing before the new general terms and conditions take effect.

 

Article 13. Forum, choice of law, and transfer of rights

 

1. ACT VR is authorized to transfer its rights and obligations under this agreement to a third party. The Client is only authorized to transfer its rights and obligations to a third party with the written consent of ACT VR.

2. Only Dutch law applies to this - and other agreements between the parties - with the explicit exclusion of the Vienna Sales Convention. Should a commitment arise in the future between the parties, other than arising from an agreement, Dutch law will also apply to that commitment.

3. In the event that a dispute arises from the agreement between the parties, the exclusively competent court is the court in the district where ACT VR has its (main) place of business. In case of disputes arising from non-contractual obligations, the exclusively competent court is also the court in the district where ACT VR has its main place of business. 

Nijmegen, January 2024

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