Article 1. Definitions
1.1 Terms and Conditions: these General Terms and Conditions
1.2 Other Party: the Party that enters into this Agreement.
The Other Party can be both a Consumer and a Company.
1.3 Company: the Company entering into the Agreement with the aim of allowing natural persons to participate in Mind5 Training B.V. training courses.
1.4 Consumer: the natural person entering into the Agreement with the aim of participating in Mind5 Training B.V. training courses.
1.5 Mind5 Training B.V.: Mind5 Training B.V. located in (5301 BM) Zaltbommel, Kloosterstraat 6, Chamber of Commerce number: 75225352, a company that provides physical and mental training courses in the field of personal leadership.
1.6 Agreement: the Agreement between Mind5 Training B.V. and the Other Party, regarding Mind5 Training B.V. training courses and services, including any correspondence in which both Parties deviate from the Terms and Conditions in agreement.
1.7 Training date: the date on which the Mind5 Training B.V. training course, workout, workshop or coaching session will take place.
1.8 Parties: Mind5 Training B.V. and the Other Party.
1.9 Writing: by post or email
1.10 In writing: by post or email.
1.11 Website: https://www.Mind5training.com and/or https://www.Mind5training.nl, the Mind5 websites.
Article 2. Applicability
2.1 These Terms and Conditions apply to all Agreements. The applicability of other terms and conditions is invalid, unless confirmed in writing by Mind5 Training B.V..
2.2 All deviations from the Terms and Conditions are only valid if agreed in writing.
2.3 Mind5 Training B.V. is not bound by the terms and conditions if the Other Party could have reasonably suspected that they contain an error or mistake in part or in its entirety.
2.4 If there is uncertainty about the interpretation of one or more sections of the Terms and Conditions, reference will be made to correspondence between the two Parties. In the event of a discrepancy between the Terms and Conditions and the Agreement, the Agreement applies first.
2.5 If Mind5 Training B.V. does not strictly adhere to the provisions in the Terms and Conditions, it does not apply that the provisions in the Terms and Conditions do not apply or Mind5 Training B.V. will in any way strictly adhere to the provisions in the Terms and Conditions in the future.
2.6 Mind5 Training B.V. is entitled at all times to amend the Terms and Conditions. These adjustments will take effect within a reasonable period of time after they have been announced.
Article 3. Quotes
3.1 All quotations from Mind5 Training B.V. are without obligation, unless they are provided with a validity period within which the quotation is valid. If an offer is without obligation, Mind5 Training B.V. has the right to withdraw the offer within five days after acceptance.
3.2 The prices in the quotations are exclusive of VAT and other costs, such as travel costs, shipments, administration costs and invoices of Other Parties, unless otherwise specified. The prices include VAT if the Other Party is a natural person.
3.3 If the quotation is based on information provided by the Other Party and it appears to be incorrect or incomplete, Mind5 Training B.V. is entitled to change the price at any time.
3.4 Offers and prices do not automatically apply to recurring purchases.
Article 4. Conclusion of the Agreement
4.1 If the Other Party is a Company, the Agreement is concluded at the time when the Other Party has signed the quotation (digitally).
4.2 If the Other Party is a Company that has entered into the Agreement to allow an employee/employees to participate in Mind5 Training B.V. online training courses, the employee(s) will only have access to the online training courses starting from the moment that Mind5 Training B.V. has received the relevant payment from the Other Party.
4.3 If the Other Party is a Consumer, the Agreement is concluded when the Other Party has completed and sent the online form intended for this purpose or if there is other evidence of agreement between the Parties about the conclusion of the Agreement.
Participation in a training or coaching session is only guaranteed if the Other Party has paid and Mind5 Training B.V. has received this payment.
4.4 Mind5 Training B.V. is only bound by verbal Agreements, after Mind5 Training B.V. has confirmed these in writing to the Other Party.
4.5 The Agreement for the Mind5 Training B.V. online training courses provides online access to the online training courses for one year. After one year, access to the online training can no longer be obtained with the login details provided and Mind5 Training B.V. no longer has any obligations towards the Other Party.
Article 5. Obligations of the Other Party
5.1 The Other Party is obliged to provide all required data, as requested by Mind5 Training B.V., timely and correctly.
5.2 The Other Party is obliged to accept the consent form/participant's confirmation from participants and to complete the intake form prior to the training course. If the Other Party fails to do so, the Other Party is not permitted to participate.
5.3 If the Other Party is a Company, it is the responsibility of the Other Party to inform the participants in a timely manner about the training course, the objectives and associated risks. The Other Party must ensure that the consent form/participant's confirmation and the intake form are signed by the participant(s).
5.4 If the Other Party is a Company, the Other Party is obliged to look for a suitable location in case of bad weather conditions. This provision only applies if the training course does not take place at Mind5 Training B.V.'s head office.
5.5 Mind5 Training B.V. will give clear instructions regarding safety prior to and during training. The Other Party is obliged to follow these safety instructions.
Article 6. Prices and payment terms
6.1 All prices on the website include VAT, unless stated otherwise.
6.2 If between the day of concluding the Agreement and the delivery, the (cost) price for providing a training course is higher as a result of regulations, inflation or price changes by third parties that Mind5 Training B.V. collaborates with, Mind5 Training B.V. is entitled to change the price and pass on the costs to the Other Party. The Other Party has the right to terminate the Agreement. This paragraph (6.2) is not valid if the Other Party is a natural person.
6.3 Payment is made through iDeal or credit card payment (Consumer) or by bank transfer to the bank account of Mind5 Training B.V. (companies). Mind5 Training B.V. is at all times entitled to demand (partial) payment in advance from the Other Party.
6.4 If the Other Party is a Company, payment by bank transfer must be made within 14 days after the date of the invoice, unless otherwise determined by Mind5 Training B.V.. If the Other Party has not submitted a written objection to the amount on the invoice within the payment period, the Other Party is deemed to agree with the invoice.
6.5 At the end of the payment term as stated in paragraph 4, the Other Party will be legally in default without notice. From the date on which the payment was due, the statutory (commercial) interest is due until the day of full payment, whereby interest over a part of the month is calculated as an entire month without prejudice to further rights of Mind5 Training B.V..
6.6 If the Other Party is in default or fails to (timely) fulfil the obligations, all reasonable costs for obtaining satisfaction outside of court will be borne by the Other Party. With regard to the extrajudicial (collection) for Companies and if the Consumer acts in the capacity of profession or Company, Mind5 Training B.V. is entitled to a payment of 15% of the total outstanding principal sum plus the statutory interest on the basis of art. 6: 119 of the Dutch Civil Code. Any reasonable legal costs and execution costs incurred will also be at the expense of the Other Party.
6.7 A payment made by the Other Party will first of all be deducted from all interest and costs owed and finally from due and payable invoices that have been open the longest, even if the Other Party states that the payment relates to later invoices.
Article 7. Cancellation and change of dates; Conditions for Consumers
7.1 The Other Party (Consumer) can dissolve the Agreement for training courses other than the online training courses free of charge and without giving any reason within 14 calendar days of the day of entering into the Agreement ('right of withdrawal'), by sending a message by email or regular mail to Mind5 Training B.V. within the aforementioned 14 days.
7.2 The Counterparty (Consumer) has no right of withdrawal for online training courses if the implementation has started with the explicit prior consent of the Consumer and the Consumer has stated that they hereby lose their right of withdrawal.
7.3 The Other Party (Consumer) cannot dissolve the Agreement for coaching sessions free of charge, and without giving reasons within 14 calendar days of the day the Agreement was entered into, if the agreed coaching sessions have taken place and the coaching sessions started with the explicit prior consent of the Other Party and the Other Party has stated that they waive their right of dissolution once Mind5 Training B.V. has complied with the Agreement.
7.4 The Other Party (Consumer) may change the Training Date twice other than coaching due to injuries or personal circumstances. The Other Party (Consumer) will inform Mind5 Training B.V. accordingly. Mind5 Training B.V. cannot guarantee sufficient spaces on the desired new training courses / Training Dates.
7.5 The Other Party (Consumer) may cancel an agreed time for a coaching session up to 12 hours in advance and agree on another moment, and once up to 24 hours before the agreed time and agree on another moment, without incurring additional costs. If cancellations are made more frequently or not within the aforementioned hours, the moment of the cancelled coaching session will be considered and treated as if it had taken place.
Article 8. Cancellation; Conditions for Companies
8.1 A Company may cancel the Agreement no later than 2 days before the (first) Training Date. If the Company cancels the Agreement, the following cancellation conditions apply:
- If cancelled after 14 days before the start of the training, 35% of the total invoice will be payable.
- If cancelled between 14 and 7 days before the start of the training, 50% of the total invoice will be payable.
- If cancelled between 6 and 3 days before the start of the training, 75% of the total invoice is payable.
- If cancelled after 2 days before the start of the training, 100% of the total invoice will be payable.
8.2 The Company is fully responsible for the attendance of its participants. The Company is not entitled to any discount if fewer participants attend than agreed in the Agreement, unless Mind5 Training B.V. agrees in writing with such a discount.
Article 9. Force majeure and dissolution
9.1 Force majeure, in addition to what is understood by law and jurisprudence in that area, includes all external circumstances, foreseen or unforeseen, over which a Party cannot exercise any influence. This includes illness of the trainers and/or employees of Mind5 Training B.V., bad weather and traffic conditions, terrorist threat and/or measures due to the threat level.
9.2 If Mind5 Training B.V. is unable to meet its obligations to the Other Party due to force majeure, Mind5 Training B.V. is entitled to suspend its obligations for a reasonable period of time without being liable for any damage or to terminate the Agreement. Parties will strive to come to a newly agreed Training Date and/or location in consultation.
9.3 If the training course for the Other Party (Consumer) is cancelled due to force majeure on the part of one of the Parties on the Training Date or they cannot participate, they are entitled to participate in the training course on another Training Date. If it turns out to be impossible for them to participate on another Mind5 Training B.V. Training Date, the Other Party (Consumer) can partially terminate the Agreement with Mind5 Training B.V..
9.4 If a training course for Another Party (Company) cannot take place due to force majeure on the part of either Party on the agreed Training Date and it is not possible for the Other Party or because of its reasonable circumstances not possible or not desirable to agree a new Training Date with Mind5 Training B.V., the Other Party is entitled to terminate the Agreement with Mind5 Training B.V..
9.5 If Mind5 Training B.V. has already fulfilled part of its obligations in the event of force majeure, the Other Party must fulfil its respective and related obligations.
Article 10. Liability and Indemnification
10.1 Mind5 Training B.V. does not accept any liability other than the agreed liability as stipulated in this article.
10.2 In spite of paragraph 1, Mind5 Training B.V. is only liable for direct damage if this is the result of breach of contract by Mind5 Training B.V. in the execution of the Agreement. Mind5 Training B.V. is never liable for indirect damage, including consequential damage, lost profit, lost savings, damage due to business interruption, loss caused by personal, mental or physical injury or condition and/or team disruption or internal conflicts or actions or omissions related to or as a result of a training course.
10.3 Mind5 Training B.V. is not liable for damage to clothing or other personal belongings of the Other Party, including telephones, laptops etc.
10.4 Mind5 Training B.V. is not liable for damage as a result of a breach of data security or other loss of data.
10.5. If Mind5 Training B.V. is liable for the damage of the Other Party, this liability is always limited to the amount paid by the professional liability insurance company. In the event that the insurance company does not pay or the damage is not covered by the company, the liability will be limited to the invoice amount.
10.6 Mind5 Training B.V. will not have to pay compensation in the event of force majeure.
10.7 The Other Party indemnifies Mind5 Training B.V. for damage to material used by Mind5 Training B.V. in for the training course and/or personal injury if this damage is caused by intent, deliberate recklessness or if the Other Party acts contrary to the instructions given by Mind5 Training B.V.. The Other Party indemnifies Mind5 Training B.V. for damage to other assets of Mind5 Training B.V..
10.8 The Other Party indemnifies Mind5 Training B.V. as far as the law permits, with regard to liability towards one or more third parties including the participants of the Other Party, which arose from and/or is connected with the implementation of the Agreement.
10.9 The Other Party is obliged to take all necessary measures to prevent or limit damage, including following the instructions of Mind5 Training B.V. during the courses.
10.10 The liability limitations as set out in this article do not apply if the damage is caused by intent and/or gross negligence by Mind5 Training B.V..
Article 11. Confidentiality and Intellectual Property
11.1 Both Parties and the employees of a Party that is a Company participating in a training course are required to maintain the confidentiality of all confidential information they have received from one another or from another source in the context of the Agreement. Information is considered confidential if this has been communicated by the other party or if this derives from the nature of the information. The party receiving confidential information will only use it for the purpose for which it was provided.
11.2 If, on the grounds of a legal stipulation or a court ruling, Mind5 Training B.V. is obliged to divulge confidential information to third parties specified by law or the competent court, and Mind5 Training B.V. cannot invoke a legal right, or right recognised or approved by a competent court, to claim exemption, Mind5 Training B.V. will not be obliged to pay damages or redress and the other party is not authorised to dissolve the contract on the basis of any loss thus incurred. This confidentiality clause also does not apply to confidential information that would have been published regardless of the breach of contract.
11.3 In the event of a violation of this confidentiality clause, the Other Party owes Mind5 Training B.V. an immediately due and payable penalty of € 50,000 for any individual breach of contract without any intervention by a judge. Payment of a contractual penalty does not affect Mind5 Training B.V.'s right to claim damages.
11.4 Mind5 Training B.V. holds copyright and any other intellectual property rights on the content of the training courses, in the broadest sense of the word, and on the Mind5 Training B.V. M.E.T.H.O.D. The exclusive rights for disclosure and reproduction lie with Mind5 Training B.V..
11.5 For any violation of copyright or other intellectual property rights or in the event of non-agreed use by the Other Party or by the employees of the Other Party for which the Other Party has entered into the Agreement, the Other Party owes an immediately due and payable fine without any intervention of a judge and without notice of default of € 50,000 payable to Mind5 Training B.V. without prejudice to its right to full compensation and without prejudice to other (legal) rights of Mind5 Training B.V..
11.6 A (intentional) copyright infringement is punishable by law. In the event of a (intentional) copyright infringement, Mind5 Training B.V., regardless of whether or not a fine or compensation is due and without prejudice to other (legal) rights of Mind5 Training B.V., reserves the right to make a declaration for (intentional) copyright infringement.
Article 12. Termination of the Agreement
Mind5 Training B.V. can in any case terminate the Agreement in writing with immediate effect, in the event of:
a. request for or granting a moratorium on payments to the Other Party;
b. application for bankruptcy by or declaration of bankruptcy of the Other Party;
c. liquidation of the Other Party or non-temporary termination of the business of the Other Party; or
d. administration, guardianship or debt restructuring within the meaning of the Debt Management of Natural Persons Act of the Other Party.
Article 13. Personal Data
13.1 Mind5 Training B.V. processes personal data in the context of the Agreement in accordance with the Personal Data Protection Act and the General Data Protection Regulation.
13.2 All data regarding the (mental) health of the Participant is necessary to provide the best possible training and to ensure the health and safety of the Participants. The Other Party gives explicit permission via the Consent Statement and the questionnaire that is provided to the Participant in advance.
13.3 The method and purposes of processing the data are stated in the Privacy Statement, which is published on the Websites. Mind5 Training B.V. will take the necessary security measures to guarantee the security of personal data.
Article 14. Complaints
14.1 If the Other Party has complaints with regard to the services or the invoice of Mind5 Training B.V., the Other Party must submit such a complaint in writing, at the latest within 5 days after the discovery of the complaint or after the invoice date.
14.2 Mind5 Training B.V. will investigate this complaint and inform the Other Party of the status of its complaint within 7 days after receiving the complaint. If Mind5 Training B.V. considers the complaint to be justified, Mind5 Training B.V. can choose how the compensation will take place, i.e. (partial) compensation, replacement training, etc.
14.3 Even if the Other Party submits a complaint in time, its payment obligation will continue to apply, unless the Other Party is a Consumer.
Article 15. Other
15.1 If and to the extent that any provision of the Terms and Conditions is declared void or disapplied, the Parties will consult to reach agreement on new legally acceptable provisions to replace the invalid provisions, thereby minimising the purpose and change the scope of the original provisions.
15.2 If there is uncertainty regarding the interpretation of one or more provisions of the Terms, or if a situation arises between Parties that is not governed by the Terms, the situation should be assessed in the spirit of the Terms.
Article 16. Dispute Settlement
16.1 If in the event of a dispute Mind5 Training B.V. deems it necessary to reach an agreement between both Parties, Mind5 Training B.V. has the right to engage third parties. This is at the discretion of Mind5 Training B.V.. The costs of the aforementioned third Party are borne by the Other Party.
16.2 All Agreements, these Terms and Conditions, and all non-contractual rights and obligations arising therefrom, are governed in all respects by Dutch law, excluding the Vienna Sales Convention.
16.3 If you are a Consumer with their permanent place of residence in the EU, you enjoy protection from mandatory provisions of your country of residence in addition to the protection of Dutch law.
16.4 All disputes between Mind5 Training B.V. and the Other Party, which may arise as a result of an Agreement and/or the Conditions, or of Agreements that result therefrom, will in the first instance be settled by the competent court of the place where Mind5 Training B.V. has its registered office.
16.5 If you are a Consumer with their permanent residence in the EU, the court of the place where Mind5 Training B.V. BV has its registered office does not have exclusive jurisdiction. You can submit any claim in connection with these Terms and Conditions arising from Consumer Protection Standards to the court of the place where Mind5 Training B.V. has its registered office or in the EU member state where you live.
April 2019 version