General Terms and Conditions

GENERAL TERMS AND CONDITIONS ROSA KELLY, COUPLES THERAPIST AND COACH

Article 1. DEFENITIONS

1. Terminology used in these Terms and Conditions

§ Contractor: Rosa Kelly, relationship therapist and coach who offers coaching, couples therapy, training, mediation, and related services that are governed by these Terms and Conditions;

§ Client: the private individual(s) or legal entity/entities who has given the Contractor the assignment to perform coaching, training, mediation or related Services;

§ Services: all products and services provided by the Contractor to the Client including (relationship)coaching, mediation and other forms of guidance or advice in the broadest sense of the word, as well as all other work of any kind carried out on behalf of the Client, carried out in the context of an assignment, including activities that have not been carried out at the explicit request of the Client;

§ Coachee: the person(s) who participates in a coaching, advice or mediation process, the latter if he is not the client himself;

§ Agreement: each arrangement between the Client and the Contractor for the performance of Services by the Contractor for the benefit of the Client;

§ NOBCO: De Stichting Nederlandse Orde van Beroeps Coaches (Dutch foundation of Professional Coaches).

Article 2. Applicability of these terms and conditions

These Terms and Conditions apply to all quotations and agreements in which the Contractor offers or provides Services within the scope of his profession;
Deviations from these Terms and Conditions are only valid if and to the extent that the Client and the Contractor have explicitly agreed to these in writing;
These Terms and Conditions also apply to any agreement for the performance of which the Contractor will engage third parties;
Any purchasing conditions or other terms and conditions used by the Client are not applicable, unless the Contractor has explicitly accepted these in writing;
In the event that one or more stipulations of these Terms and Conditions are void or declared invalid, all other stipulations of these Terms and Conditions remain fully applicable. The Client and the Contractor will then consult with each other to agree to a new stipulation as a replacement for the void and/or invalid stipulation, consistent with the objectives and the purpose of the original stipulation as much as possible;
These Terms and Conditions are also applicable to any additional assignments and ensuing assignments the Client may give.

Article 3. Quotations

All quotations made by the Contractor are without obligation; they are valid for 30 days, unless stated otherwise. The Contractor is only bound to a quotation if its acceptance thereof by the Client has been confirmed, without reservation or alteration, in writing within 30 days;
The prices mentioned in the quotations are exclusive of BTW, unless explicitly stated otherwise;
Quotations are based on the information available to the Contractor;
The Agreement is concluded by acceptance of the quotation by the Client, as referred to in the final sentence of sub section 1. The Client and the Contractor have also entered into an Agreement if the Contractor has confirmed an agreement between the Client and the Contractor in writing and the Client has not disputed the correctness of it in writing within ten working days, or – if that is a shorter period – before commencement of operations.

Article 4. Performance of the agreement

For the Contractor, each Agreements concluded with the Client leads to an obligation to perform to the best of his abilities, with due precision and expertise, in accordance with the NOBCO standards and directions (www.nobco.nl) applicable at the time of the performance of the Agreement;
If and to the extent that proper execution of the agreement requires this, the Contractor has the right to have certain activities performed by third parties. This will always be done in consultation with the Client;
The Client shall ensure that all data, which the Contractor indicates is necessary or which the client should reasonably understand to be necessary for the execution of the Agreement, is provided to the Contractor in a correct, complete, and timely manner. If the data necessary for the execution of the Agreement have not been provided to the Contractor in a correct, complete, and timely manner, the Contractor has the right to suspend the execution of the agreement and/or to charge the Client the additional costs resulting from the delay in accordance with the customary rates;
The Contractor is not liable for any damage suffered by the Client and/or Coachee, irrespective of its nature, resulting from of inaccurate and/or incomplete information provided by the Client, unless the Contractor should have been aware of these inaccuracies or incompleteness, or they should have been knowable to the Contractor.

Article 5. Contract duration and termination

If the agreement concluded between the parties relates to the delivery of the same performance more than once, it shall be deemed to have been entered into for an indefinite period of time unless explicitly agreed otherwise in writing;
Both parties may terminate the agreement in writing at any time. If the duration of the assignment is one year or more, the parties must observe a notice period of at least 3 months.

Article 6. Amendment of the Agreement

If, during the execution of the agreement, it turns out that it is necessary to amend or supplement the Agreement in order to fulfill the conditions of the agreement properly, The Contractor and Client will jointly and in a timely manner amend the Agreement accordingly;
If the Contractor and Client jointly agree that the Agreement will be amended or supplemented, the time of completion of the execution may be affected. In this case, the Contractor will inform the Client of this as soon as possible;
If the aforementioned amendment of the agreement has financial and/or qualitative consequences, the Contractor will inform the Client in advance;
If a fixed fee has been agreed, the Contractor will indicate to what extent the amendment or supplement of the Agreement will result in an overrun of this fee.

Article 7. Confidentiality

The Contractor may not disclose any confidential information provided by the Client or obtained otherwise during performance of the Agreement to third parties, except in case of any obligation imposed by law or by an authorised public body to disclose certain information. Information is deemed to be confidential if it has been qualified as such by the other party or if confidentiality is implied by the (private) nature of the information. The Contractor takes due care that a similar duty of confidentiality is imposed on any employees, or third parties engaged by him in performance of an agreement;
Conversations, sessions and any other contacts in whatever form that take place between the Contractor and Coachee are deemed to be strictly confidential. The Contractor is not to disclose any information about the content or course of these to anybody, including the Client, unless the Coachee has explicitly given permission to do so.

Article 8. Intellectual property

The Contractor is owner of the intellectual property rights pertaining to products that the Client and/or Coachee provided to the Contractor for performance of the contract, including, but not limited to, tests, readers, reports, models, exercise materials and computer programs;
The Client and/or Coachee may not use these products that are exclusively owned by the Contractor, for purposes other than performance of the Agreement, unless the Contractor has given his prior written consent and then only for the purpose of the assignment;
The Contractor has the right to use knowledge obtained in performance of the operations for other purposes, as long as no confidential information is disclosed to third parties and provided that it cannot be traced back to any individual Client and/or Coachee.

Article 9. Fees and Costs

The Contractor’s fee consists of a fixed amount, determined in advance, per Agreement or per provided Service and/or can be calculated based on rates per time unit that the Contractor has worked, unless agreed otherwise;
All fees are exclusive of Government taxes such as BTW and are also exclusive of travel expenses and other expenses made on behalf of the Client, including expense accounts of third parties engaged in the performance of the Agreement;
The Contractor may request a reasonable advance payment of fees from the Client in relation to expenses made on behalf of the Client. If the Contractor has requested a reasonable advance, he has the right to suspend the performance of services until the Client will have paid the advance to him or has provided security for payment;
The Contractor has the right to annually adjust the fees agreed on, in consultation with the Client, due to changes in the general price index and governmental regulations.

Article 10. Payment

Payment is due within 14 days from date of invoice, by method of payment indicated by the Contractor. Payment will take place without deduction, adjustment, or suspension for any reason whatsoever;
After 14 days from date of invoice, the Client is in default. The Client is liable to pay the Contractor interest for late payment on the payable amount equal to the statutory interest from the moment of default;
If there are several Clients, each Client is jointly and severally liable towards the Contractor for payment of the total sum of the invoice in the event that the operations have been performed for the benefit of all these Clients;
Payments made by the Client will firstly serve to settle any accrued interest and costs, and secondly to settle the longest outstanding invoices, even if the Client states that the payment is intended to settle an invoice of a later date;
In the event of liquidation, bankruptcy, or suspension of payment of the Client, the Contractor's claims and the Client's obligations towards the contractor shall be immediately due and payable;
If the Contractor is required to make a more than the usual effort in the execution of the Agreement, the Contractor may demand payment (or equivalent security) before the start of its work.

Article 11. Collection costs
In the event that the client is in default of full payment of the amounts indebted to the contracted party, the client is liable for extrajudicial costs and the following applies:

To the extent that the client did not act while practising a profession or business, the contracted party may claim an amount equal to the maximum legally permitted compensation of extrajudicial collection costs permitted by law, as determined in the (Dutch) Compensation for Extrajudicial collection Costs Decree (“Besluit vergoeding voor buitengerechtelijke incassokosten”) and calculated in accordance with this Decree, to the extent – after the default took effect – that the unsettled amount has not been paid by the client if the client, being in default, fails to pay the unsettled amount within 14 days from the day after a reminder notice was sent to him.
To the extent that the client did act while practising a profession or business, the contracted party may claim compensation of the extrajudicial (collection)costs, which, in deviation from article 96, subsection 4 of Book 6 of the Dutch Civil Code, and the Compensation for Extrajudicial Collection Costs Decree (“Besluit vergoeding voor buitengerechtelijke incassokosten”), are set at 15% of the total outstanding principal amount, with a minimum of €75,00 for each unsettled or partially unsettled invoice.

Article 12. Liability

The Contractor is only liable towards the Client and/or Coachee for any damage resulting from a serious failure to comply with the Agreement that is attributable to him. This is the case if the contractor fails to exercise due care in performing the Agreement or lack of professional competence;
The contractor's liability is limited to the amount of the fee for the assignment on which the liability is based;
In addition to paragraph 2 of this article, in case of a contract with a duration longer than six months, the liability is further limited to the invoice amount due over the last six months;
In the event that the Contractor should be liable for any damage suffered by the Client and/or Coachee, his liability will be limited to the amount of indemnity payable for each accident under the Contractor’s professional liability insurance, or any other liability insurances, to be increased by the Client’s insurance deductible. The total amount will not exceed the maximum amount payable by the insurer. The Contractor will provide a copy of the insurance policy containing the conditions of the professional liability insurance upon request;
The Contractor is not obliged to pay compensation for consequential damage suffered by Client and/or Coachee, including but not limited to consequential loss, loss of earnings and damage resulting from stagnation of business;
The Contractor will observe due care engaging third parties for employment (such as advisers, experts, or service providers). The Contractor is not liable towards the Client and/or Coachee for any serious failures by these third parties. In such a case, the Client must file his liability claim against the third party engaged and recover any damage sustained from these third parties;
The Contractor, or coaches and third parties he may engage, responsible for supporting coachees, are not to use or provide any means, methods, techniques, or instructions, or create situations, which will limit or affect the Coachee's capability, or influence his capability negatively, while observing, analyzing, and judging imminent harm for the Coachee, in any shape, manner or form. If the Coachee should nevertheless sustain any harm, the Contractor, or coaches and third parties he may engage, will not in any way be liable;
The Client indemnifies the Contractor against any claims by third parties arising from the performance of the Agreement between Client and the Contractor, unless it concerns claims resulting from serious failure to perform by the Contractor;
Any claims against the Contractor by the Client and/or Coachee must be filed within 1 year from ascertaining the damage, after which the legal claim will be expired.

Article 13. Cancellation/ termination of the agreement

The Contractor has the right, without giving any reason, to cancel a course, training, guidance, mediation, or coaching package or to refuse the participation of a client or to refuse the Coachee designated by the Client, in which cases the Client is entitled to a refund of the full amount paid by this to the Contractor;
Cancellation by the Client is to be done by e-mail or registered post;
Cancellation by the Client of the assignment can take place free of charge up to 4 weeks before the start of the course, training, guidance, mediation, or coaching package. In the event of non-cancellation, the client is obliged to pay the total amount of the course, training, guidance, or coaching package;
In case of cancellation within 4 weeks up to and including 1 week before the start of the course, training, guidance, mediation or coaching package, the Contractor is entitled to charge 50% of the amount due and in case of cancellation within a week the full amount;
If the client or the coachee designated by the client terminates orotherwise does not participate in the participation after the start of the course, training, guidance, mediation or coaching package, the Client is not entitled to any refund, unless the special circumstances of the case, in the opinion of the Contractor, justify otherwise;
An individual mediation or coaching session can be cancelled or rescheduled free of charge up to 48 hours before the start of the session. In the event of cancellation or rescheduling between 48 and 24 hours, the Contractor is entitled to charge 50% of the agreed fee for the session. Within 24 hours, the entire amount is payable;
The Client will be liable to pay 100% of the agreed total sum if he, even without cancellation, does not use the services of the Contractor.

Article 14. Personal data

By entering into an Agreement with the Contractor, the Contractor is granted permission for automatic processing of the personal data obtained from the Agreement. This personal data will only be used by the Contractor for its own activities.

Article 15. Dispute resolution

Dutch Law is applicable to all Agreements between the Client and the Contractor;
If the Contractor and the Client and/or Coachee are in a dispute resulting from the agreement, they have the obligation to first strive to settle this dispute and, if they do not succeed, make use of mediation;
If mutual consultation and/or mediation does not lead to a settlement of the dispute, the court in the jurisdiction of which the Contractor has his place of business has exclusive authority to hear the case.