Terms and Conditions

Rijswijk, 3 March 2024

Article 1: Definitions

Contractor:
Umesh Coaching registered with the Chamber of Commerce under number: 91342651.

Client:
The natural or legal person who has commissioned the Contractor to provide coaching services.

Coach:
The coach working through Umesh Coaching.

Coachee:
The individual taking part in a coaching programme.

Services:
All work commissioned, or arising from, or directly related to the assignment, in the broadest sense of the term.

Agreement:
Any agreement between the Client and the Contractor for the provision of Services by the Contractor on behalf of the Client

Article 2: Applicability of these terms and conditions

  1. These general terms and conditions apply to all quotations and agreements under which the Contractor offers or provides Services in the course of its business.
  2. These general terms and conditions also apply to any Agreement in which third parties are engaged by the Contractor for the performance of the Agreement.
  3. Any deviations from these general terms and conditions shall only be valid if and to the extent that they have been agreed in writing between the Client and the Contractor.
  4. Any terms and conditions of purchase or other general terms and conditions of the Client shall not apply, unless the Contractor has expressly accepted them in writing.
  5. If one or more provisions of these general terms and conditions are void or are declared null and void, the remaining provisions of these general terms and conditions shall remain in full force and effect. In such an event, the Client and the Contractor shall consult with one another to agree on a new provision to replace the void or null and void provision, in accordance as far as possible with the purpose and intent of the original provision.
  6. These terms and conditions also apply to any additional or follow-up orders placed by the Client.
  7. The latest version in force at the time the Agreement was concluded shall always apply.

Article 3: Quotations and the formation of the Agreement

  1. All quotations provided by the Contractor are non-binding and remain valid for 14 days, unless otherwise stated. The Contractor is only bound by a quotation if the Client has confirmed its acceptance to the Contractor within the specified validity period, without reservation or amendment.
  2. The prices quoted in the quotations are exclusive of VAT unless otherwise stated.
  3. The Agreement is concluded upon the Client’s acceptance of the quotation as referred to in the final sentence of paragraph 1. The Client and the Contractor shall also be deemed to have entered into an Agreement if the Contractor confirms in writing an arrangement made between the Client and the Contractor and the Client does not dispute the accuracy thereof in writing within 14 days or – if that period is shorter – before the commencement of the work.

Article 4: Performance of the Agreement

  1. Every Agreement gives rise to an obligation of best efforts on the part of the Contractor, whereby the Contractor is required to fulfil its obligations to the best of its ability, with due care and professional skill.
  2. In all cases where the Contractor deems it useful or necessary, it shall be entitled – in consultation with the Client – to have certain work carried out by third parties or to be assisted by third parties.
  3. The Client shall ensure that all information which the Contractor indicates is necessary for the performance of the contract is provided to the Contractor in a proper, complete and timely manner. If the information required for the performance of the Agreement is not provided to the Contractor in good time, the Contractor shall be entitled to suspend performance of the Agreement and/or to charge the Client for any additional costs arising from the delay in accordance with the usual rates.
  4. If a deadline has been agreed for the Contractor to complete certain work, this shall not be a strict deadline, unless expressly agreed otherwise. Failure to meet the agreed deadline therefore does not constitute a breach of contract on the part of the Contractor. For this reason, the Client may not terminate the Agreement and is not entitled to compensation. If the agreed deadline is exceeded, the Client may set a new, reasonable deadline by which the Contractor must perform the Contract. Failure to meet this new deadline may constitute grounds for the Client to terminate the Contract.
  5. Where the Contractor is instructed to carry out an assignment, or part thereof, in collaboration with a third party, the Client shall, in consultation with all parties involved, determine the respective responsibilities of each party. The Contractor accepts no joint and several liability, nor any liability for the performance of the third party’s duties and associated activities.

Article 5: Amendment of the Agreement

  1. If, during the performance of the Agreement, it becomes apparent that an amendment or addition is necessary for the proper performance of the Agreement, the parties shall amend the Agreement accordingly in a timely manner and by mutual agreement.
  2. If the parties agree to amend or supplement the Agreement, this may affect the date of completion of the work. Both the Contractor and the Client must agree to this.
  3. If a fixed fee was agreed upon when the Agreement was concluded, the Contractor shall indicate to what extent the amendment or addition to the Agreement will result in this fee being exceeded.
  4. Amendments to and additions to the Agreement shall only be valid insofar as they have been agreed in writing between the parties.

Article 6: Confidentiality

  1. Subject to any obligation imposed on the Contractor by law or by a competent public authority to disclose certain information, the Contractor is obliged to maintain confidentiality towards third parties regarding all confidential information obtained from the Client or from other sources in connection with the Agreement. Information shall be deemed confidential if the Client has designated it as such or if this follows from the nature of the information. The Contractor shall ensure that this obligation is also imposed on any employees or third parties engaged by the Contractor in connection with an assignment.
  2. Any conversations, sessions or other interactions of any kind between the Coach and the Coachee are considered strictly confidential. The Coach shall therefore not disclose any information regarding the content or course of these contacts to anyone, including the Client (if the Client is not the coachee), unless the Coachee has given their express consent or there is an imminent danger to the Client, the Contractor, the Coach, the Coachee and/or the public. In the event of imminent danger, the Coach is entitled to breach confidentiality and to inform the competent and designated authorities.
  3. If, pursuant to a statutory provision or a court ruling, the Contractor is obliged to disclose confidential information to third parties designated by law or by the competent court, and the Contractor cannot invoke any right of non-disclosure recognised or permitted by law or by the competent court in this regard, the Contractor shall not be liable for damages or compensation, and the Client shall not be entitled to terminate the Agreement on the grounds of any loss or damage arising therefrom.
  4. If confidential information has been disclosed by the Coach on the grounds of imminent danger, the Contractor and the Coach shall not be liable for damages or compensation, and the Client and the Coachee shall not be entitled to terminate the agreement on the grounds of any damage arising therefrom.

Article 7: Intellectual property

  1. The Contractor is the owner of the intellectual property rights relating to the products provided by it to the Client and/or the Coachee – within the framework of the Agreement – or used – within the framework of this Agreement –, including but not limited to tests, workbooks, reports, models, practice materials and computer programs.
  2. The Client and/or the Coachee may not, without the Contractor’s express written consent, make use of these products, in respect of which the Contractor holds the intellectual property rights, other than for the purposes of this assignment.
  3. The Contractor is entitled to use the knowledge acquired through the performance of the work for other purposes, provided that no confidential information is disclosed to third parties and provided that such knowledge cannot be traced back to individual Clients or Coachees.

Article 8: Fees and costs

  1. Unless expressly agreed otherwise, the Contractor’s fee shall consist of a predetermined fixed amount per Agreement or per Service provided and/or may be calculated on the basis of rates per unit of time worked by the Contractor.
  2. All fees are exclusive of government levies such as value added tax (VAT), as well as travel and other expenses incurred on behalf of the Client, including but not limited to invoices from third parties engaged for the Client’s benefit.
  3. The Contractor may request the Client to pay a reasonable advance in respect of fees which the Client owes or will owe and/or expenses which are to be incurred on the Client’s behalf. Where the Contractor has requested a reasonable advance payment, the Contractor shall be entitled to suspend the performance of the work until such time as the Client has paid the advance to the Contractor or has provided security for it.
  4. The Contractor reserves the right to adjust the agreed fees in the event of significant price changes between the time of the quotation and delivery, changes in the general price index, market conditions, or measures imposed by the government.

Article 9: Payment

  1. Once the Client has accepted the quotation in writing, the Contractor will send an invoice to the Client.
  2. Payment must be made within 14 days of the invoice date, in a manner to be specified by the Contractor. Payment shall be made without any deduction, set-off or suspension on any grounds whatsoever.
  3. The Client shall be in default 14 days after the invoice date. From the moment of default, the Client shall owe the Contractor default interest on the amount due at the statutory rate.
  4. Where there are multiple Clients, each Client shall be jointly and severally liable to the Contractor for payment of the total invoice amount where the work has been carried out on behalf of all such Clients.
  5. Any payments made by the Client shall first be applied to settle all interest and costs due, and secondly to settle the longest-standing invoices that are due and payable, even if the Client states that the payment relates to a later invoice.
  6. In the event of the Client’s liquidation, bankruptcy, seizure of assets or suspension of payments, the Contractor’s claims shall become immediately due and payable.

Article 10: Collection costs

  1. If the Contractor takes debt recovery measures against the Client, who is in default, the costs associated with such recovery shall be borne by the Client; these costs shall be set at a minimum of 15% of the outstanding invoices. These costs include the costs of any debt collection agencies, bailiffs and/or solicitors that may be engaged.
  2. The Client is liable to pay interest on the debt collection costs incurred.

Article 11: Complaints

  1. Any complaints regarding the work carried out must be reported in writing by the Client to the Contractor within 8 days of discovery, but no later than 14 days after completion of the work in question. The notice of default must contain as detailed a description as possible of the shortcoming, so that the Contractor is able to respond appropriately.
  2. The contractor shall acknowledge receipt of the complaint within one week.
  3. Complaints will be treated as confidentially as possible by the Contractor.
  4. If a complaint is found to be justified, the Contractor shall carry out the work as agreed, unless this has since become demonstrably pointless for the Client. The Client must notify the Contractor of this in writing.
  5. If it is no longer possible or reasonable to carry out the agreed work, the Contractor shall only be liable within the limits set out in Article 12 regarding liability.
  6. Complaints are kept on file for at least two years.

Article 12: Liability

  1. The Contractor shall only be liable to the Client and/or the Coachee for damage resulting from a serious attributable breach in the performance of the Agreement.
  2. If the Contractor is liable, the Contractor’s liability towards the Client and/or the Coachee shall be limited to the fee for the assignment to which the liability relates, subject to a maximum of €1,000.
  3. The Contractor shall at no time be liable for any indirect loss suffered by the Client or the Coachee, including but not limited to consequential loss, loss of profit, loss resulting from business interruption, and loss arising from the Client’s or the Coachee’s actions or decisions. The Client or Coachee remains solely responsible for their own choices at all times.
  4. The Contractor shall exercise due care when engaging third parties not employed by its organisation (such as consultants, experts or service providers). The Contractor shall not be liable for serious shortcomings vis-à-vis the Client or the Coachee, or for any errors or shortcomings on the part of such third parties. In such a case, the Client is obliged to hold the third parties engaged liable and to recover any damage suffered from them.
  5. The Contractor shall not be liable for any loss or damage suffered by the Client or the Coachee, of whatever nature, if, in carrying out its assignment, the Contractor has relied on incorrect and/or incomplete information provided by the Client.
  6. The Contractor, or any coaches or third parties engaged by the Contractor who are tasked with coaching coachees, shall not provide or use any means, methods, techniques or instructions, nor shall they allow situations to arise, which limit or adversely affect the Coachee’s ability to observe, analyse and assess any imminent injury to the Coachee, in whatever form. Should the Coachee sustain any injury, the Contractor, or any coaches or third parties engaged by the Contractor, shall not be liable in any way whatsoever.
  7. The Client shall indemnify the Contractor against all claims (such as claims for damages and legal proceedings) by third parties arising from the performance of the Agreement between the Client and the Contractor.
  8. If the Client and/or the Coachee has not brought any claim against the Contractor before the courts within 3 months of discovering the damage, that claim shall lapse.

Article 13: Force majeure

  1. The parties shall not be obliged to fulfil any obligation if they are prevented from doing so as a result of circumstances for which they are not at fault, and which are not attributable to them under the law, a legal act or generally accepted commercial practice.
  2. For the purposes of these general terms and conditions, ‘force majeure’ shall be understood to mean, in addition to what is understood in this regard under the law and case law, all external causes, whether foreseeable or unforeseeable, over which the Contractor has no control, but which prevent the Contractor from fulfilling its obligations.
  3. The Contractor is entitled to invoke force majeure if the circumstance preventing (further) performance arises after the Contractor should have fulfilled its obligations.
  4. The parties may suspend their obligations under the Agreement for the duration of the force majeure. If this period lasts longer than two months, either party is entitled to terminate the Agreement without being liable to pay compensation for damages to the other party.
  5. If the Agreement is terminated due to force majeure, the Client shall nevertheless be liable to pay compensation for the work performed by the Contractor up to that point.

Article 14: Cancellation Policy

  1. Cancellation by the Client must be made in writing.
  2. If the Client cancels training courses and related work within 5 working days of the start of the relevant activities, the Client shall pay 100% of the agreed principal sum; if the cancellation is made more than 5 working days in advance, the Client shall owe 50% of the agreed principal sum.
  3. If the Client cancels coaching or other support programmes within 24 hours of the start of the relevant activity, the Client shall be liable for 100% of the agreed principal sum; between 24 and 48 hours before the start of the activities, 50%; and for cancellations made more than 48 hours before the start of these activities, a maximum of 25%.
  4. The Client shall be liable for 100% of the total agreed principal sum if, without cancelling the contract, the Client fails to make use of the Contractor’s agreed services.
  5. The Contractor reserves the right to cancel a Service without giving any reason. Cancellation by the Contractor must be made in writing. In the event of cancellation by the Contractor, the Contractor shall refund 100% of the amount paid by the Client up to that point.

Article 15: Termination of the Agreement

  1. The Contractor is entitled to terminate the Agreement with immediate effect, without recourse to the courts, by giving written notice to the Client, if the Client fails to settle the invoice sent by the Contractor within 14 days of receiving a written reminder.
  2. The Contractor is entitled to terminate the Agreement with immediate effect, without recourse to the courts, by giving written notice to the Client, if any obligation arising from this Agreement is not fulfilled, or is not fulfilled properly, within 14 days of a written reminder.
  3. Either the Client or the Contractor may terminate the Agreement with immediate effect by giving written notice if the other party is granted a moratorium on payments or is declared bankrupt.
  4. Following the termination of the Agreement, any financial obligations on the part of the Client shall remain in force.

Article 16: Dispute resolution

  1. If the Contractor and the Client or the Coachee have a dispute arising from this Agreement, they are obliged to first attempt to resolve the dispute through mutual consultation.
  2. If mutual consultation fails to resolve the dispute, the competent court in the jurisdiction where the Contractor is established shall have exclusive jurisdiction to hear the dispute.

Article 17: Governing law

  1. All Agreements and legal acts between the Client and the Contractor are governed by Dutch law. Only the Dutch courts shall have jurisdiction to settle any disputes.