Effective from 1st July 2019
For the purposes of these general terms and conditions, the following definitions shall apply:
- Finance4Learning: F4L-NL bv, a company having its registered office in Amsterdam, the Netherlands and with Chamber of Commerce registration number 8601 7066, inter alia carrying on business under the name Finance4Learning.
- Client: Each company, institution or person who has entered into negotiations with Finance4Learning for an Assignment, or who has given an Assignment to Finance4Learning.
- Assignment: Any assignment in the broadest sense of the word given to Finance4Learning by a Client to provide products and/or services in relation to inter alia Lending-as-a-Service, Outcomes Management and Other Services such as typically mentioned on Finance4Learning’s website(s).
- Order Confirmation: The Assignment may be confirmed by way of a written Order Confirmation, which contains the main features of the Assignment and on foot of which an invoice will be compiled. Alternatively, the Order Confirmation may take place via an electronic subscription-oriented platform seeking a Mandate from the Client.
- Mandate: Finance4Learning may opt to use an electronic platform for collection of payments due. The platform currently in use is Netherlands-based Mollie in conjunction with Chargebee. The platform will seek a Mandate to collect funds automatically from the Client’s bank account and/or credit card. Finance4Learning may from time to time opt to choose a different manner of collecting.
- These general terms and conditions shall apply to all quotations and offers made by Finance4Learning and to all agreements entered into by Finance4Learning, unless otherwise specifically agreed in writing.
- The Client signifies acceptance of the application of these general terms and conditions by the act of giving an Assignment and/or Mandate. The applicability of the general terms and conditions of the Client, regardless of the name they are given, is hereby expressly excluded.
- An Assignment shall be binding on Finance4Learning only after it has been confirmed by Finance4Learning in a written Order Confirmation and/or if the Mandate has been issued.
- Any changes made to the Assignment by the Client are binding on Finance4Learning only in so far as they have been accepted by Finance4Learning in writing, or in so far as Finance4Learning has actually started to implement the changed Assignment.
- All statements and/or references made to or about the products and services are made to the best of Finance4Learning’s knowledge, however some slight deviation may reasonably occur.
- Minor errors in work supplied by Finance4Learning do not constitute grounds for rejecting the product, the service or its delivery, or for changing the price that has been agreed upon.
- All prices are exclusive of VAT, unless expressly stated otherwise. Finance4Learning is entitled to pass on each change in VAT rates to the Client.
- Changes in or to an Assignment may result in adjustments being made to the price and/or the original schedule and delivery time agreed upon. These changes do not constitute grounds for rescinding the agreement.
- All prices mentioned exclude a 5% administration charge which will be calculated over the invoice value, unless expressly agreed in writing otherwise.
- All delivery periods quoted by Finance4Learning are, to the best of its knowledge, fixed on the basis of information available to it at the time that the agreement was made. Delivery periods shall not be binding, unless expressly agreed otherwise in writing.
- Finance4Learning is not bound by delivery periods that can no longer be observed as a result of unforeseen circumstances which arose after the agreement was entered into. In the event that any period of time is about to be exceeded, Finance4Learning and the Client shall consult with one another about this as soon as possible.
- The Client shall settle invoices no later than 15 days after the date on the invoice, unless expressly agreed otherwise. Furthermore, invoices relating to a subscription service and covered by a Mandate will be payable in full up-front.
- In the event that payments are not made in time, the Client shall immediately be deemed to be in default, without any further default notice being necessary.
- The Client shall be liable, leaving its other obligations intact, to pay statutory interest on the outstanding amounts from the date on which the invoice became due up to the day on which full payment is received.
- All costs incurred by Finance4Learning in the course of recovering the money that is owed to it, shall be for expense of the Client. These costs shall amount to at least 10% of the amount due, subject to a minimum of €450.
- Finance4Learning is entitled to demand a guarantee of payment at all times, both before and after making an agreement. If it so wishes, Finance4Learning may suspend the carrying out of an agreement until such time as a guarantee has been issued and/or (a full or partial) advance payment has been received by Finance4Learning.
- Claims made in respect of an Assignment, must be submitted in writing within seven days of delivery. The submission of a claim does not constitute grounds for suspending or refusing payment.
- The copyright and/or any other intellectual property rights arising from or related to an Assignment carried out by Finance4Learning are held by Finance4Learning, unless the parties have expressly agreed otherwise in writing.
- The Client may use the (data, results, knowledge and skills acquired by/through the) Assignment solely for its own benefit. Without express prior written consent from Finance4Learning, it is not allowed to monetise the results, knowledge and skills acquired by/through the Assignment to third parties, in any manner whatsoever.
- Finance4Learning explicitly reserves the right to use the (personal) data acquired through an Assignment for the Client for the marketing of its own services or those of affiliated companies. Such data are deemed to include contact details of the staff members, subcontractors and prospect information acquired whilst carrying out the Assignment for the Client.
- Finance4Learning’s liability is limited in all cases to the value of the invoice issued for the part of the agreement that gives rise to liability. Liability includes legal liability for members of staff and for third parties engaged by them, for pecuniary and non-pecuniary damage, including consequential damage, the cause of which can clearly be imputed to Finance4Learning.
- Finance4Learning accepts no liability for damage to the (personal) property of the Client.
- The Client is solely and fully liable and responsible for the accuracy, unambiguity and completeness of the information and/or instructions in the fullest sense of the words provided by it to Finance4Learning for the development and/or compilation and/or execution of any type of work. At the same time the Client declares that the development and/or compilation of any type of work on the basis of the material it has provided does not affect the intellectual property rights of third parties, and does not violate any other right. The Client shall indemnify Finance4Learning against all claims made by third parties in that respect.
- Any type of work that is developed and/or compiled by Finance4Learning as a result of or in relation to an Assignment or any other type of work, has been compiled with the greatest care and to the best of Finance4Learning’s knowledge. However Finance4Learning cannot guarantee its accuracy and completeness in any way whatsoever. Finance4Learning does not accept liability for damage of any kind whatsoever that results from actions and/or decisions that are based on the materials and works referred to above. The of any type of work, in any manner whatsoever, shall be decided solely by the Client and shall be done entirely at the Client’s own cost and risk.
- Finance4Learning undertakes to store all corporate information made available to it by the Client with proper care. Finance4Learning will make this information available to third parties for inspection or use or publication only after prior consultation with the Client. Finance4Learning may potentially make free use of any information made available to Finance4Learning by the Client and/or Participant when carrying out the Assignment, unless otherwise agreed in writing.
- Finance4Learning shall be entitled at all times to cancel an Assignment and/or to refuse an Application, without being obliged to pay compensation for damage or costs.
- The Client may only cancel an Assignment in writing and with adherence to the cancellation periods mentioned in the Order Confirmation, unless specifically agreed otherwise in writing.
- In the event that, in Finance4Learning’s reasonable opinion, a situation of force majeure so requires, it shall be entitled to terminate the agreement wholly or in part, or to suspend the carrying out of the agreement temporarily without being liable to pay any indemnification. Any monies paid in advance by the Client will be reimbursed by Finance4Learning pro rata, less 25% of the total value of the invoice to reimburse the costs that have already been incurred by Finance4Learning. If the amount that has already paid is less than 25% of the total value of the invoice, no reimbursement shall be made.
- For certain Assignments, Finance4Learning works with third party financial institutions such as Santander Consumer Finance Benelux. Finance4Learning has been appointed as an exclusive intermediary for the learning & development market in the Netherlands by Santander Consumer Finance Benelux. In case a financial institution is involved in an Assignment, their terms and conditions take precedence. Furthermore, Finance4Learning works with other third parties including group and associated companies whose terms & conditions might take precedence under certain circumstances.
Finance4Learning may rescind the agreement with the Client by means of a registered letter with immediate effect without legal intervention and without liability to pay any compensation in that respect, in the event that:
- The Client applies for a suspension of payments or files for bankruptcy or is declared bankrupt or makes an offer of composition, or if any part of its assets are subject to an attachment;
- The Client discontinues its activities, fails to pursue the objectives set out in its Articles of Association, goes into liquidation, or loses its legal identity in any other way;
- The Client or Participant fails to fulfil one or more of its obligations under the agreement or fails to fulfil them on time or fully and fails to rectify any such omission within 30 days of Finance4Learning pressing it to do so.
The above provision leaves Finance4Learning’s other legal rights such as the right to claim performance and/or damages intact.
The Client shall refrain from approaching employees, trading partners, solution providers, outside experts/subcontractors, providers such as those mentioned in clause 10.2 or clients of Finance4Learning either independently or through third parties for the purpose of organising activities similar to the Assignments described in Section 1 during the lifetime of the Assignment and for a minimum period of two years after the completion of an Assignment. In case the Client does approach employees, outside experts/subcontractors, providers or clients of Finance4Learning, then Client shall pay a penalty of €250,000 immediately to Finance4Learning, as well as a being liable for all direct and indirect (im)material damages incurred by Finance4Learning as a result of said approach.
All agreements entered into with Finance4Learning are subject to Dutch law. All disputes shall to be tried by a competent judge in Amsterdam in so far as the Client fails to express a wish to have the dispute tried by a legally declared competent judge, within one month of Finance4Learning having invoked this provision.