General terms & conditions
ARTICLE 1 – Definitions
1.1 The following definitions apply to these Terms and Conditions, unless otherwise expressly indicated:
- Customer: the customer of TSM
- TSM: The Square Mile B.V. / The Square Mile Private Sector Training B.V./ The Square Mile Public Sector Training BV, established in Leiden (supplier)
- Agreement: an agreement to provide training, courses and/or tuition in the broadest sense of the word.
ARTICLE 2 – Applicability
2.1 These Terms and Conditions apply to all legal relationships between TSM and the customer, except for any amendments to these terms and conditions which should be expressly confirmed in writing by both parties.
2.2 These Terms and Conditions are, likewise, applicable to all agreements with TSM, for the performance of which third parties need to be involved.
2.3 TSM is free to amend or supplement these Terms and Conditions. Amendments or supplements also apply to agreements already concluded, on condition that they have been made known to the customer. In the event that the customer does not accept the amendments, the customer should make it known in writing under which circumstances the then existing agreement(s) should be concluded within the former terms and conditions.
ARTICLE 3 – Entering into an agreement
3.1 All quotations made by TSM are without obligation, unless a period for acceptance is stated.
3.2 The agreement shall take effect when the customer signs the quotation submitted by TSM, and TSM is in receipt of the agreement.
3.3 Both parties are free to prove that the agreement has been effected in another manner.
3.4 The agreement is entered into for a limited period of time, unless it follows from the content, nature or spirit of the commissioned assignment that an agreement of an unlimited period of time has been entered into.
3.5 If the acceptance differs from the offer made in the quotation, TSM is no longer bound to the agreement.
ARTICLE 4 – Responsibilities of the customer
4.1 The customer is responsible for making available, in a timely manner, all data and documents which TSM, in its opinion, requires for the correct performance of the commissioned assignment.
4.2 If the customer is in contravention of Article 4.1, extra costs and fees that arise from the delay in the performance of the assignment are at the expense of the customer.
4.3 Definitive dates and times on which the training and course take place are either stated in the contract or confirmed in writing as soon as possible after the agreement has been concluded. The customer is committed as soon as the definitive dates and times have been confirmed. Exceptions to this scheduling can only take place in accordance with the provisions in Article 5.3.
4.4 If the customer makes it known after the agreement has been concluded that he or she no longer wishes to make (any more) use of TSM’s services, then the customer is, nevertheless, liable to cancellation costs as a percentage of the overall price:
- a. Cancellation no less than 4 weeks before commencement of the training, course or tuition: 25%;
- b. Cancellation less than 4 weeks and more than 2 weeks before commencement of the training, course of tuition: 50%;
- c. Cancellation less than 2 weeks before commencement of the training, course of tuition: 100%.
ARTICLE 5 – Performance of the assignment
5.1 TSM is free to sub-contract the performance of the assignment to third parties.
5.2 TSM shall keep the customer informed of the progress of the assignment by means of evaluations.
5.3 If the customer wishes to cancel a previously agreed lesson, TSM must be informed no later than 2 working days (48 hours) before the commencement of the lesson. In consultation with TSM, a new date for the lesson shall be arranged. No more the one-fifth of the lessons may be cancelled and rescheduled.
5.4 If the customer (or the person who is following the course or tuition) does not keep to the stated agreements (for example, lesson start times, preparation, etc) the customer can decide to either surrender a lesson or pay a ‘fine’ of €50 for each hour of lesson(s) missed.
5.5 Tutorials (individual sessions alternating between group lessons) may not be cancelled or rescheduled once dates have been set. Should a delegate be unable to attend a pre-arranged tutorial, it is his or her responsibility to find another delegate from the same course to take his or her place. It is the aforementioned delegate’s sole responsibility to do so. Failure to comply will lead to loss of the lesson without compensation.
5.6 In cases of sickness or unexpected incapacity of the trainer/tutor, TSM shall attempt to provide a replacement. However, this cannot be guaranteed. In such circumstances, TSM retains the right to postpone the lesson.
5.7 TSM may collect, store and use delegate and customer e-mail addresses and other delegate information relevant to language training and the provision of associated services. The information will be used solely to communicate TSM language training products and services and will not be passed on to third parties. The customer is responsible for informing delegates of this right and ensuring their agreement. The customer absolves TSM from any claims arising from the delegates on this point.
ARTICLE 6 – Amendment to the agreement
6.1 If, during the performance of the agreement, it appears that it is necessary to modify and/or supplement the work done to achieve an acceptable performance, both parties shall, in a timely manner and in mutual consultation, amend the agreement accordingly.
6.2 Contrary to these provisions, TSM shall not charge any additional costs if the amendments are a result of circumstances that can be attributed to TSM.
ARTICLE 7 – Prices
7.1 The fee set by TSM is not dependant on the outcome of the commissioned assignment nor on the outcome of any subsidy application.
7.2 The fee set by TSM, augmented by advances and expenses of sub-contracted third parties, is invoiced at 100% on acceptance of the agreement.
ARTICLE 8 – Payment
8.1 Payment by the customer should be made without deduction, discount or set off within 30 days of the date of the invoice.
8.2 If the customer does not pay within the stated terms, TSM has the right, without serving further notice and without prejudice to the remaining rights of TSM, to charge the customer 2% interest per month on the outstanding balance from the due date until the date of full settlement.
8.3 If the customer fails or neglects to comply with one or more of his responsibilities, then the customer is liable for all reasonable costs incurred in acquiring an out of court settlement, the cost being set at a minimum of 15% of the principal sum. The customer is liable for interest on any collection costs incurred.
ARTICLE 9 – Postponement and termination
9.1 TSM has authority to postpone the fulfilment of its responsibilities or terminate the agreement if:
- a. the customer does not (fully) discharge his responsibilities as stated in the agreement.
- b. after the conclusion of the agreement, TSM learns of circumstances that give good reason to fear that the customer will not fulfil his responsibilities.
ARTICLE 10 – Confidentiality
10.1 Unless TSM has a legal obligation to disclose, it is obliged to treat all information entrusted by the customer as confidential, including trade secrets and financial details which have been made available in the course of the agreed work.
10.2 TSM shall impose its responsibilities on third parties it has sub-contracted, in pursuance of this article.
10.3 TSM shall not be deemed to be in breach of article 10.1 should it refer to the general nature of the commissioned assignment to another (potential) client as part of a trade reference.
ARTICLE 11 – Force majeure
11.1 Parties are not obliged to discharge any responsibility if, to that end, they are prevented as a result of circumstances beyond one’s control (force majeure). These Terms and Conditions understand sickness or unexpected incapacity of the trainer, In addition to that which is recognised by law and jurisprudence, to be force majeure.
ARTICLE 12 – Liability
12.1 TSM shall perform its work to the best of its ability and thereby conform to the attentiveness that can be reasonably expected of a competent advisor or trainer.
12.2 TSM may only be held liable for failure to perform services as laid down in the specific agreement. TSM cannot be held liable for damages arising from any activities other than language training.
12.3 If TSM is liable for damage, then the liability of TSM towards the customer is limited to a sum of no more than the assignment’s invoice value excluding any value-added tax, unless it is a matter of intention or conscious recklessness by TSM.
ARTICLE 13 – Legal system applicable
13.1 The law of the Netherlands is applicable to all legally binding transactions between the customer and TSM.
13.2 All disputes related to the agreement between the customer and TSM, and to which these Terms and Conditions apply and which do not pertain to the cognizance of the cantonal judge, are to be settled by the relevant judge in the district that TSM is established.