Terms and Conditions

The Natural Step Netherlands Foundation

Bolognalaan 28, 5632 RL Eindhoven, The Netherlands
KvK 94611831 – BTW NL866836184B01 – IBAN NL78 TRIO 0320 9064 50

General Terms and Conditions of Delivery of The Natural Step Netherlands Foundation (TNS).

Version: 01-08-2024

Purpose of these terms of delivery

The Natural Step Netherlands Foundation (hereafter TNS) and the client want to accelerate together towards a sustainable future. We know what that future holds, but are discovering step by step what actions will help us move forward. This requires commitment, courage and the ability to deal with uncertainties together. Therefore, our intention is always to look for solutions in reality that are suitable for both parties and for the future. For a successful collaboration, we make clear business agreements in advance so that we can fully focus on content and process during the assignment.

Scope

  • These terms and conditions apply to all offers, quotations and agreements between TNS and clients relating to open training courses, online learning products and other services and any third parties engaged by TNS.
  • Deviations or additions are valid only if agreed in writing between TNS and the client.
  • In the event of ambiguity regarding the interpretation of these terms and conditions, the spirit of the provisions shall be taken as a basis. Situations not provided for in these terms and conditions shall also be assessed according to their spirit.

Quotes and offers

  • All TNS quotes are non-binding and valid for 8 weeks from the date, unless otherwise stated in the quote.
  • Quotations are based on the information provided by the client. The client guarantees that all necessary information for the design and execution of the assignment has been provided to TNS.

Work execution and planning/delivery time

  • TNS performs its work (consulting, training, online learning products, etc.) to the best of its knowledge and ability, in accordance with the requirements of good workmanship.
  • The content of the assignment is determined by the work described in the quotation and any subsequent written changes or additions.
  • The agreed schedule or deadline is not a deadline. TNS sets it in consultation with the client and strives to meet it. In the event of a delay, TNS will inform the client in a timely manner.
  • If changes in performance result in additional work, this will be discussed in a timely manner and recorded in writing with the client.
  • TNS may have certain work performed by third parties after prior consultation with the client. These terms and conditions also apply to those third parties.

Principal’s obligations

  • The quotation includes specific expectations from TNS toward the client, such as facilities or practical organization of trainings and workshops.
  • The client shall ensure the timely provision of all necessary data that TNS indicates are essential, or that the client can reasonably understand are necessary for the assignment.

Open courses

  • Definition: Open training programs are physical or hybrid programs for which clients (businesses, self-employed or individuals) can register.
  • Payment: The participation fee, as stated on the website or registration confirmation, must be paid in full no later than 2 business days prior to the start date.
    • Cancellation by client:
      • Up to 13 days before the start date: free of charge.
      • Within 13 days before the start date: 25% of the participation fee charged.
    • Cancellation/relocation by TNS:
      • In case of insufficient participants 12 days prior to the start date, TNS may reschedule or cancel the training; amounts already paid will be refunded or pushed forward to a new date.

Online learning products

  • Definition: Online learning products include e-learning modules offered to clients through the TNS platform.
  • License Fee: The fee per license is set forth in the quote or agreement.
  • Payment: License fees must be paid 100% prior to issuance.

Cancellations TNS Pathways

  • The client may reschedule or cancel the appointment free of charge or by mutual agreement up to 14 days before the set training date. This cancellation/rescheduling must be in writing.
  • If cancelled/rescheduled between 14 and 7 days before the training date, TNS will charge 50% of the agreed amount.
  • In case of cancellation within 6 days before the training date, TNS will charge 100% of the agreed amount.

Suspension and dissolution

  • TNS may suspend obligations or dissolve the agreement if the client fails to fulfill its obligations.
  • In the event of suspension or termination, TNS shall not be liable for damages or costs.
  • In case of imputable dissolution by the client, TNS is entitled to damages.
  • Work performed and expenses incurred will be reimbursed normally.
  • In the event of bankruptcy or suspension of payments, the agreement may be terminated immediately.

Force majeure

  • If TNS is unable to fulfill its obligations, on time or in full due to a non-attributable cause (such as illness, technical failures or other unexpected stagnation), these obligations shall be suspended until TNS can deliver again.
  • If the force majeure lasts longer than two months, both parties may dissolve the contract without compensation.
  • If TNS has already partially performed when force majeure occurs, it may invoice such work separately.

Pricing and billing

  • Upon assignment the client agrees to the price and billing method as stated in the quotation. If nothing is mentioned we refer to the agreements in these terms and conditions.
  • We invoice 50% at the start and 50% at the end of a course. Invoices must be paid within 14 days of invoice date.
  • Objections to an invoice must be made in writing, stating reasons, within 10 days of receipt. Thereafter, the invoice is considered uncontested.
  • In case of non-timely payment, TNS may suspend performance or dissolve the agreement, in which case the client shall be liable for all damages suffered and to be suffered.

Intellectual property

  • TNS retains rights to all developed materials (such as developed reports, advice, models, ideas and (visual) materials, training materials and e-learning modules), unless otherwise agreed upon.
  • The client may only use these materials within the scope of the agreement and may not provide them to third parties without permission.

Liability

  • TNS is only liable for direct damages due to attributable shortcomings, limited to the invoice value of the order.
  • The client reports deficiencies immediately; TNS may undo or repair damage.
  • TNS is not liable for damages due to incorrect information provided by the client or actions of third parties
  • TNS is not liable for damage to third parties caused by infringement of patents, copyrights and/or other intellectual property rights, by the use of drawings, materials or parts, or by the application of working methods provided to us by or on behalf of the client.
  • No complaints within 14 days of completion means agreement.

Disputes

  • Dutch law applies.
  • Disputes shall first be resolved among themselves; if not, TNS may submit them to the competent court in its district.

Disputes

  • All agreements between the client and TNS are governed exclusively by Dutch law.
  • Parties shall first attempt to resolve disputes among themselves.
  • Failing that, TNS may submit the dispute to the competent court in the district where TNS is located.
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