General Terms and Conditions
In these General Terms and Conditions, the following definitions are used:
1.1: STC-KNRM: a private company with limited liability, with its registered office in Rotterdam.
1.2: Client: the other party (a natural person or legal entity) that is negotiating a Contract with STC-KNRM, or that has awarded a Contract to STC-KNRM.
1.3: Contract: the agreement between STC-KNRM and a Client, including the agreement to provide Courses, to produce and supply Educational Material in whatever form and/or to render other services, such as consultancy, secondment and examinations, all in the broadest sense.
1.4: Course: an educational activity, training, retraining, in-service training, study day, full-day event or workshop, or any other type of training programme arranged for by STC-KNRM within the scope of the Contract.
1.5: Participant: a natural person who applies to STC-KNRM for a Course, or is enrolled by a Client to attend a Course, test or examination.
1.6: Educational Material: Course material, teaching or instructional material, documentation, notes, workbooks, certificates of participation, diplomas or any other material in whatever form, that are supplied for the performance of a Course or Contract.
1.7: Consumer: the other party, a natural person, who is not acting in the course of a profession or business.
2.1: These General Terms and Conditions shall apply to all legal relationships between STC-KNRM and the Clients/Participants, and shall cover all agreements, offers and/or quotations by STC-KNRM, as well as all enrolments relating to Courses, exams and/or tests.
2.2: In the event the Client is in charge of arranging the Participant’s enrolment, the Client has the obligation towards STC-KNRM to notify the Participants of the Participants’ Terms and Conditions and impose such conditions on behalf of STC-KNRM. The Client will indemnify STC-KNRM against any claims brought by Participants, however named, in the event STC-KNRM is not able to invoke the stipulations of these Terms and Conditions with respect to the Participant due to breach of the aforesaid obligations by the Client.
3. Quotations, realization, execution and amendments to the agreement:
3.1: All offers and quotations submitted by STC-KNRM are without obligation.
3.2: In the course of performance of the Contract STC-KNRM will exercise due care and diligence.
3.3: If and to the extent that STC-KNRM so requires for the purpose of the proper (and/or timely) execution of the agreement, STC-KNRM has the right to have certain activities performed by persons designated by STC-KNRM, which may include third parties.
3.4: The Client will ensure that all information that STC-KNRM has specified as necessary for the purpose of fulfilment of the agreement will be submitted to STC-KNRM in a timely fashion, as well as all information that the Client may reasonably be expected to know is necessary (including enrolment of Participants with full names, dates of birth and places of birth). In the event the information required for the fulfilment of the agreement is not submitted to STC-KNRM in time, STC-KNRM has the right to suspend the performance of the agreement and/or charge the Client for any costs arising from the delay in accordance with the rates agreed on with the Client, or in the absence of such agreement, in accordance with the customary STC-KNRM rates.
3.5: STC-KNRM shall not be liable for any damages whatsoever resulting from inaccurate and/or incomplete information submitted by the Client, unless this inaccuracy or incompleteness was or should have been known to STC-KNRM.
3.6: If it has been agreed that the agreement is to be executed in phases, STC-KNRM may suspend execution of any work that is part of the subsequent phase until such time as the Client has approved the results of the immediately preceding phase in writing.
3.7: No time limit that is agreed under the Contract for completion of certain work shall ever be construed as a final deadline, unless expressly agreed otherwise. STC-KNRM will not be considered to be in default, unless it has received written notice of default upon expiration of the aforesaid time limit, in addition to which STC-KNRM has been given a reasonable term for compliance and that term has lapsed.
3.8: If in the course of performance of the Contract it emerges that for the purpose of the proper execution of the agreement the scope of the work involved must be amended or supplemented, parties will by mutual agreement and in a timely fashion modify the agreement accordingly, in the course of which parties will in any event make detailed arrangements relating to any consequences of these modifications as regards the price, quality and date of execution of the work involved. STC-KNRM will notify the Client of such consequences as soon as possible. STC-KNRM will only be bound by any amendments to the original Contract after these amendments have been confirmed by STC-KNRM in writing, or after it has actually implemented the amendments.
4. Rates and prices:
4.1: STC-KNRM will always have the right to adjust the agreed rates and/or prices. In the event STC-KNRM’s Client is a Consumer, the Client is entitled to terminate the agreement if the price increase is implemented within three months of conclusion of the agreement. The Client has the right to terminate the agreement with immediate effect if the price increase exceeds 10%.
4.2: All prices are exclusive of VAT, unless expressly stated otherwise. STC-KNRM is entitled to pass on any changes to the VAT rate to the other party.
5.1: Unless otherwise agreed in writing, all invoices submitted by STC-KNRM must be paid within 30 days of the invoice date, without any deductions or set-offs.
5.2: In the event no payment – or only partial payment – is made within the set time frame, the Client is considered to be in default without further notice of default being required. Without prejudice to its other obligations towards STC-KNRM, the Client will owe STC-KNRM interest on the amounts outstanding, calculated from the due invoice date to the date on which the amount is actually paid in full, at a rate of 3% above the annual rate of interest applicable at that time.
5.3: In the event the Client enters into liquidation, goes bankrupt or applies for a moratorium on payments, or if a statutory debt restructuring scheme is declared applicable to the Client, all amounts payable by the Client shall become immediately due and payable.
5.4: All payments made by the Client shall first serve to settle any outstanding interest and costs incurred and only then to settle the oldest outstanding invoices, even if the Client states that the settlement/payment pertains to a more recent invoice.
5.5: In the event of non-payment or if payment is not made in time, all legal costs, execution costs, administrative expenses and extrajudicial collection costs, including the costs involved in formulating and sending demands for payment, the formulation of settlement proposals, and the gathering of information, will be carried by the Client. The extrajudicial collection costs will be at least 10% of the invoice amount inclusive of VAT, with a minimum of €150.00.
5.6: All products supplied, including the Educational Material, will remain the property of STC-KNRM until the amount due to STC-KNRM is paid in full by the other party, including any interest and costs due.
6. Accuracy of the information provided:
6.1: All representations and/or statements relating to the services and products, including (but not limited to) the duration of the Course, the scope and technical design of the Educational Material or other documentation/aspects of the service(s) delivered by STC-KNRM, are made to the best of our knowledge. Any minor deviations in these representations shall not constitute grounds to terminate the agreement. The same applies to deviations/changes relating to the content of certain training courses and/or to the validity of certificates issued or to be issued, if/in the event STC-KNRM cannot reasonably be expected to have been aware of the deviations in question at the time STC-KNRM supplied the information to the (potential) Client(s).
6.2: Minor errors in the Educational Material or other documentation produced by STC-KNRM, including typographical errors that do not affect the editorial content, are not sufficient reason for termination of the agreement. Under no circumstances shall such errors constitute grounds for compensation.
7. Admissions policy:
7.1: At its discretion and in accordance with the entry requirements applied by STC-KNRM for a particular Course, STC-KNRM reserves the right not to admit Participants. If and when possible, STC-KNRM will provide the Client with these entry requirements together with the quotation, and will in any event inform the Client of these requirements in ample time before commencement of the Course in question. In the event a Participant is refused admission (by STC-KNRM) to a Course and the Client was aware of the entry requirements in advance, STC-KNRM will charge the Client in full for this not attended Course, as STC-KNRM will not be able to find another Course Participant to take the intended Participant’s place at short notice. On the part of STC-KNRM admission to a Course does not guarantee the Participant in question successfully passing the Course or being issued with a certificate of completion.
7.2: STC-KNRM has the right to exclude Participants from further participation in the Course in the event their conduct or other factors would disrupt the operation of the Course. Exclusion will not affect the Client’s obligation to pay in full.
7.3: Participants must strictly observe the training dates and times announced. STC-KNRM is under no obligation to fully or partially reschedule any lessons that Participants were prevented from attending. The Course fee will remain payable to STC-KNRM in full, i.e. including fees for any ‘missed’ sessions.
8. Force majeure:
8.1: Force majeure is defined as: circumstances that prevent performance of the agreement and that cannot be attributed to STC-KNRM. Such circumstances (if and to the extent that these circumstances make performance impossible or unreasonably complicate performance) shall include: strikes in companies other than STC-KNRM, wildcat strikes or political strikes at STC-KNRM, a general shortage of the required raw materials and other goods or services required for the agreed performance; unforeseeable delays on the part of suppliers or other third parties on which STC-KNRM relies, and other transportation problems.
8.2: STC-KNRM also has the right to invoke force majeure if the causes preventing (further) fulfilment of its agreement with the Client(s) arise after STC-KNRM should have fulfilled its obligations.
8.3: If the situation of force majeure during which STC-KNRM is unable to meet its obligations exceeds a period of 30 (thirty) days, both parties are entitled to dissolve the Contract in full or in part without being required to pay compensation.
8.4: If upon the occurrence of the situation constituting force majeure STC-KNRM has already partially complied with its obligations, or can comply with its obligations only partially, STC-KNRM has the right to invoice the part already delivered or the ‘deliverable’ part separately and the other party shall be required to pay that invoice as if it were a separate Contract.
9.1: Any liability on the part of STC-KNRM relating to personal or bodily injury is limited to the amount which is paid out under the insurance policy, insofar as this liability is covered by its insurance, plus the amount of the excess which under the policy conditions is borne by STC-KNRM. In the event the insurance does not provide cover or if the insurance company refuses to pay, liability on the part of STC-KNRM shall be limited to the value of the invoice issued to the Client by STC-KNRM for the work involving the incident in question.
9.2: Notwithstanding the provisions of 9.1 STC-KNRM is not liable for any other damage whatsoever, including damage arising during or as a result of the use of the Educational Material prepared by STC-KNRM and/or damage that occurs while attending classes.
9.3: The limitations and exclusions contained in 9.1 and 9.2 do not apply if the damage is the result of intent or wilful recklessness on the part of (employees of) STC-KNRM.
10. Insufficient enrolments; Cancellation:
10.1: In the event of insufficient enrolments (less than 50% of the available Course places) for a particular Course, STC-KNRM has the right to cancel a Course without being liable to pay any compensation and/or costs. STC-KNRM will inform the Participants and/or Client of the cancellation no later than one calendar week prior to the originally scheduled Course date. Any Course fees already paid will be refunded.
10.2: The Client may only cancel participation in a Course by writing (and by email). Courses may be cancelled at no cost up to 10 (ten) working days before the first Course day. In the event of cancellation less than ten working days before the first Course day, the Client will be obliged to pay the Course fee in full. In specific cases where the Course participation is not cancelled but ‘postponed’ and another date is agreed on with STC-KNRM for the same or a larger number of Course Participants, by mutual agreement between the Client and STC-KNRM a different rate may be agreed on for the cancelled/postponed Courses. Such a different rate will be implemented at the sole discretion and only after the approval of STC-KNRM.
11.1: Both parties will observe a duty of confidentiality with regard to all confidential information which they receive within the framework of this agreement from each other or from another source. Information is deemed confidential if the other party has indicated so or if the confidential character results from the nature of the information.
12. Intellectual property:
12.1: Without prejudice to the provisions of Article 11 (confidentiality) of these Terms and Conditions, STC-KNRM reserves its rights and powers under the copyright laws.
12.2: All of the documentation provided by STC-KNRM, such as Educational Material, presentations, advice, reports, drafts, designs, software, data carriers, etc., is exclusively intended to be used by the Client within the framework of the agreement and may not be reproduced, communicated to third parties and or disclosed in any other manner by the Client without prior permission from STC-KNRM.
12.3: STC-KNRM reserves the right to use the knowledge acquired through the performance of the work, for purposes other than the fulfilment of the agreement, insofar as no confidential information is brought to the attention of third parties.
13. Settlement of disputes:
13.1: The Court of Rotterdam will have exclusive jurisdiction to hear any disputes between STC-KNRM and the Client or Participant. STC-KNRM does, however, reserve its option of the right to summon the Client or Participant in front of the competent court at the domicile of the Client or Participant.
14. Applicable law:
14.1: All agreements between STC-KNRM and the Client are governed by Dutch law.
Our general conditions are applicable to all transactions and services rendered.