Terms & Conditions

1. Definitions

‍In these terms and conditions, the following terms shall have the following meanings:

1.1 Conditions: General terms and conditions of MOOVS B.V.

1.2 MOOVS:

MOOVS B.V., established in Amsterdam, located at Tweede Jan Steenstraat 84H 1074 CR, Amsterdam, registered in the Trade Register of the Chamber of Commerce under number 27324321.

1.3 Principal: A legal entity or natural person (whether or not acting in the exercise of a profession or business), who purchases a service and/or product from MOOVS and with whom an agreement is or has been concluded, or to whom a quotation is provided.

1.4 Assignment: The specific written assignment to perform certain training and consultancy work.

1.5 Employee: A person employed by MOOVS, or working under its responsibility and liability, who possesses the competence necessary for the assignment.

‍2. General

‍Unless otherwise agreed upon in writing between the Client and MOOVS, the provisions of this Agreement shall apply to any assignment which MOOVS acquires or seeks to acquire from the Client, regardless of who is acting on behalf of the Parties. In case of conflict between these and what is stated in an assignment, what is stated in the terms and conditions shall prevail.

‍3. Performance

‍The performances of MOOVS consist, among other things, of organizing and providing training, coaching, development and implementation of learning solutions, guidance programs, development paths, digital learning resources, and other forms of training. Hereafter, the performances are collectively referred to as '(the) Assignments'.

‍4. Assignments

‍4.1 Orders shall be issued by the Client exclusively in writing. They become effective after written acceptance by MOOVS, or as soon as the Client has accepted an offer made by MOOVS.

4.2 Modifications or additions to an order can only be agreed by the parties in writing.

4.3 MOOVS shall perform the Assignments to the best of its knowledge and ability and in accordance with the requirements of good workmanship. MOOVS shall make every effort to represent the Client's interests to the best of its knowledge and to strive for a result that is useful to the Client. However, MOOVS cannot guarantee that the work will always achieve the result desired by the Client.

4.4 MOOVS shall provide the Client with its proposal based on the information available to MOOVS up to that point. The Client guarantees to MOOVS that this information, necessary for developing and performing the Performance, is complete and correct. MOOVS performs its Performance from an independent position and adapts to the program developed based on the consultation between MOOVS and the Client. The Client undertakes to provide in a timely manner all documents and data required by MOOVS to perform the Performances according to the agreed schedule.

4.5 The Employee participating in the training and/or coaching sessions shall comply with the reasonable instructions provided to him by or on behalf of the Client.

4.6 MOOVS may, after prior consultation with the Client, change the composition of the team of employees if it can indicate with reasons that this is necessary or desirable for the performance of the assignment. Modification shall not reduce the quality of the team of employees or adversely affect the continuity of the assignment, nor shall it lead to an increase in the costs owed by the Client.

4.7 If an Employee is unable to attend the session(s) for any reason, MOOVS shall immediately arrange for a replacement and consult with the Client. If MOOVS is unable to provide a replacement Employee, the Client shall not owe any compensation as referred to in Article 5 for the hours for which no work was performed as a result of the absence.

‍5. Costs

‍5.1 All prices are exclusive of sales tax (VAT) and other government levies. All prices quoted by the Supplier are always in Euros and the Customer shall make all payments in Euros.

5.2 The applicable prices are those in effect at the time of the conclusion of the Agreement between MOOVS and the Customer.

5.3 If, during the execution of an assignment, it appears that MOOVS can fully execute the assignment only at higher costs than indicated in its quotation or agreement, MOOVS can only charge these additional costs after obtaining written consent from the Client.

5.4 The Agreement between the Parties will indicate which Party will take care of the provision of learning and auxiliary materials, and which Party will bear the costs thereof.

5.5 MOOVS shall invoice the fee agreed for the execution of the assignment 50% when the assignment is given and 50% after completion of the assignment, unless otherwise agreed by both parties here in the assignment confirmation. If the execution of an assignment takes place over a period of more than 6 months, MOOVS may invoice quarterly or in installments agreed with the Client.

5.6 Settlement by the Client of amounts charged to him with any amount owed to him by MOOVS is only permitted if the legal requirements for settlement are met.

‍6. Default

‍6.1 If the Client fails to pay within 30 days of the invoice date at the latest, the amount due will be increased by right and without prior notice of default by an interest rate equal to 1% per month. In the event of failure to pay one or more outstanding claims against MOOVS, MOOVS may suspend further performance of its Performance until payment of the outstanding invoices, including any costs.

6.2 Once the Client is in default, all damages and costs resulting therefrom, including dunning, judicial and extrajudicial collection costs, shall be borne by the Client. MOOVS is entitled to charge a fee of €25.00 for each reminder necessarily sent to the Client. At the moment MOOVS transfers the collection to a third party, the Client shall owe MOOVS an amount equal to the extrajudicial costs to be paid by MOOVS to that third party at that time, equal to 15% of the outstanding amount with a minimum of €45.00, all this without prejudice to further costs for collection.

‍7. Liability

‍7.1 MOOVS is only liable towards the Client for damage which is the foreseeable and direct result of an attributable shortcoming on the part of MOOVS in the execution of its obligations of the agreement between it and the Client. Any form of consequential or indirect damage, including, inter alia, trading loss, delay damage (other than statutory interest), damage due to decrease in value, loss of enjoyment, loss of profit, or loss suffered, and personal or immaterial damage are excluded from compensation.

7.2 Insofar as MOOVS, by virtue of the aforementioned provisions in paragraph 1, is obliged to compensate damage, it only relates to that damage for which MOOVS is insured, or at least should reasonably have been insured, on the understanding that a higher amount than the maximum insured amount shall never qualify for compensation.

7.3 Other than in the event that performance by MOOVS is permanently impossible, MOOVS's liability shall only arise if the Client gives MOOVS written notice of default. The notice of default must in any case contain a reasonable period for the possible cure of the shortcoming, without adverse consequences for MOOVS. Furthermore, the notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that MOOVS is given the opportunity to respond adequately.

7.4 The provisions of this article as well as all other limitations and exclusions of liability mentioned in these general terms and conditions also apply in favor of all (legal) persons which MOOVS engages in the execution of the agreement.

‍8. Complaints

‍8.1 Complaints are understood to mean all grievances regarding the execution of the Assignment. Complaints regarding the quality of the delivered goods or services can only be asserted by the Client by submitting them in writing within fourteen days after receipt of the goods, or fourteen days after completion of the Assignment.

8.2 The complaint must contain a description of the grievances and the defects found. Submission of a complaint cannot lead to suspension of the Client's payment obligation.

‍9. Cancellation of Assignment

‍9.1 Cancellation as mentioned in Article 5 does not relieve the Client from the obligation to purchase the work agreed in the Assignment from MOOVS within the validity period of the Assignment.

9.2 If the Client fails to comply with the obligation mentioned in Article 6.1, MOOVS shall be entitled to charge the Client for the agreed work at the end of the validity period of the Assignment.

9.3 In the event of cancellation of the Assignment, MOOVS shall initially attempt to find an alternative solution in proper consultation with the Client.

9.4 If MOOVS cancels or wishes to reschedule the agreed execution dates and costs have already been incurred by the Client at that time, the Client may charge these costs to MOOVS.

9.5 If the Client cancels or wishes to reschedule execution dates up to 28 days before the start of the agreed execution dates, MOOVS may charge the Client preparation costs (development, material, accommodation, and administration costs) and 25% of the amount due for execution of the assignment.

9.6 If the Client cancels up to 14 days before the start of the agreed execution dates or wishes to reschedule execution dates, MOOVS may charge the Client for the preparation costs and 50% of the amount due for execution of the assignment.

9.7 If the Client cancels within 14 days before the start of the agreed performance dates or wishes to reschedule dates, MOOVS may charge 100% of the total amount due.9.8 Cancellation or rescheduling of performance dates must be confirmed in writing no later than five working days after verbal notice.

‍10. Confidentiality

10.1 Client and MOOVS shall, even after termination of the Assignment, observe confidentiality with respect to all information made available to them by the other party in the context of the establishment and execution of an assignment, the confidential nature of which has either been indicated or can reasonably be perceived.

‍11. Intellectual Property Rights1

1.1 Unless otherwise agreed in writing, MOOVS or its licensor(s) shall retain all the copyrights and all other rights of intellectual and/or industrial property to the offers, products, designs, images, drawings, software, materials, etc., made and/or provided and/or produced by it - electronically or otherwise -.

11.2 All the rights to the products mentioned in paragraph 1 remain the property of MOOVS regardless of whether the Client has been charged for their production. These products may not be reproduced, disclosed, used, or stored in any way without the prior express written consent of MOOVS.

11.3 The violation of what is stipulated under paragraphs 1 and 2 shall result in the forfeiture of an immediately and without prior notice of default payable penalty of €15,000. This penalty may be claimed in addition to damages under the law.

‍12. Force Majeure

‍12.1 In case of force majeure, whether of a permanent or temporary nature, MOOVS shall be entitled to dissolve or temporarily suspend the agreement in whole or in part without the Customer and/or third parties being able to assert any claim or compensation and/or damages.

‍13. Privacy and Data Protection

‍13.1 In order to provide the Customer with the Performance, personal data of the Customer (and its employees) will be processed by MOOVS. This is done for the execution and within the framework of the Agreement with the Client, to provide access to the software systems and where necessary to comply with administrative and legal obligations, but also to set up MOOVS's business processes more efficiently. MOOVS always processes these personal data in a proper and careful manner and in accordance with the provisions of the General Data Protection Regulation.

13.2 In respect of the processing of personal data, Parties shall conclude a processor's agreement. This agreement is an integral part of the arrangements made by the Parties.

13.3 MOOVS shall take the necessary technical and organizational measures to protect personal data against loss or any other form of unlawful processing, taking into account the state of the art and the nature of the processing.

13.4 The Personal Data provided by the Client to MOOVS shall only be processed in the context of MOOVS's own business activities and to implement the Agreement with the Client.

13.5 In all cases where MOOVS shares Personal Data of a Client with a (sub)processor, MOOVS shall ensure that such processing is adequately regulated by means of processor agreements with these (sub)processors. For more information on how MOOVS handles Personal Data made available to it, please refer to our Privacy Statement (see above http://www.moovs.nl).

‍14. General Provisions

‍14.1 The Client is responsible for the choice and suitability of the training for the participants. The lack of the required prior knowledge in a participant does not affect the obligations of the Principal under the agreement. The Client is permitted to replace a participant for a training course with another participant, provided that this participant meets the prior knowledge required for the training course or with the prior written consent of MOOVS.

14.2 All legal relationships involving MOOVS shall be governed exclusively by Dutch law, even if an obligation is fully or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is hereby expressly excluded.

14.3 The District Court in Amsterdam shall have exclusive jurisdiction to hear disputes unless otherwise prescribed by mandatory law.

14.4 MOOVS is entitled to modify these general conditions unilaterally and without becoming liable for damages in this regard. Amendments shall also apply to Agreements already concluded. Amendments shall be announced to the Customer in writing and shall take effect 30 days after the announcement when another date is indicated in the announcement. In the event of amendments, the Client is entitled to terminate the Agreement as of the effective date of the new General Terms and Conditions, unless the amendment is of such a nature that it does not justify termination of the Agreement.

The Executive Board of MOOVS, April 2021