Terms and Conditions
These are the General Terms and Conditions of Sportanen, a company located at 5708GR Helmond, registered with the Chamber of Commerce under number 84344016.
Definitions:
In these General Terms and Conditions, the following terms have the following meanings, unless expressly stated otherwise:
General Terms and Conditions: these general terms and conditions as stated herein;
Company: the counterparty acting in the course of a business or profession;
Civil Code (BW): the Dutch Civil Code;
Service: all activities, in any form, carried out by Sportanen for or on behalf of the Counterparty;
Assignment: all activities, in any form, carried out by Sportanen for or on behalf of the Counterparty;
Agreement: any agreement entered into between Sportanen and the Counterparty;
Counterparty: the Company that has accepted these General Terms and Conditions and has placed an order for the provision of a Service.
Unless expressly stated otherwise in the General Terms and Conditions, in the interpretation of the General Terms and Conditions, the singular is deemed to also include the plural and vice versa, and a reference to a masculine form is also deemed to include a reference to a feminine form and vice versa.
Applicability:
These General Terms and Conditions apply to every offer, quotation, and Agreement entered into between Sportanen and the Counterparty, unless expressly deviated from in writing by the parties; These General Terms and Conditions also apply to agreements with Sportanen for the execution of which third parties need to be involved; The applicability of the counterparty’s general terms and conditions is expressly rejected; Deviations from the Agreement and General Terms and Conditions are only valid if expressly agreed upon in writing between the parties.
Offers and/or quotations:
All offers and/or quotations, unless explicitly stated otherwise, are considered non-binding offers and can always be revoked, even if they contain a deadline for acceptance. Offers/quotations can also be revoked by Sportanen in writing within seven days after receipt of acceptance, in which case no agreement has been concluded between the parties; All offers and/or quotations from Sportanen are valid for 30 days, unless stated otherwise; Sportanen is not bound by its offers and/or quotations if the Counterparty, based on reasonableness and fairness and common social practices, should have understood that the offer and/or quotation, or part of it, contains an obvious mistake or miswriting.
If the acceptance, whether or not on subordinate points, deviates from the offer and/or quotation included in the proposal, Sportanen will not be bound by it. Such acceptance will be regarded as a new offer, which Sportanen must first accept before both parties are bound by it.
Formation of the Agreement:
The Agreement is concluded by acceptance by the Counterparty of the offer and/or quotation from Sportanen; Offers and/or quotations can only be accepted in writing (including electronically). However, Sportanen is entitled to accept oral acceptance as if it had been made in writing; At the moment the order confirmation is signed by both the Counterparty and Sportanen, an Agreement is established between the parties, or at the moment when Sportanen actually begins the execution; The Agreement supersedes and replaces all previous proposals, correspondence, agreements, or other communications, whether written or oral.
Execution of the Agreement:
The Agreement will be executed by Sportanen to the best of its ability, in accordance with the requirements of good craftsmanship. Regarding the intended activities, Sportanen is bound to an obligation of effort. The application of Articles 7:404, 7:407(2), and 7:409 of the Dutch Civil Code is expressly excluded; Sportanen determines how and by whom the Assignment will be executed. Sportanen is entitled to have certain tasks carried out by third parties; Sportanen is entitled to execute the Agreement in phases. If the Agreement is executed in phases, Sportanen has the right to invoice each part executed separately. If and as long as this invoice is not paid by the Counterparty, Sportanen is not obliged to execute the next phase and has the right to suspend the Agreement; Sportanen may, if desired, deviate from the normal hourly schedule and allocate more hours to one client in a particular time unit than another time unit.
Changes and Additional Work:
If, during the execution of the Agreement, it becomes clear that it is necessary to amend or supplement the Agreement for proper execution, Sportanen will notify the Counterparty as soon as possible. The parties will then timely and in mutual consultation proceed to amend the Agreement; If the parties agree that the Agreement will be modified or supplemented, the completion time may be affected. Sportanen will inform the Counterparty as soon as possible; If the modification or supplementation of the Agreement will have financial, quantitative, and/or qualitative consequences, Sportanen will inform the Counterparty in advance.
If a fixed rate or fixed price has been agreed upon, Sportanen will indicate to what extent the modification/supplementation of the Agreement affects the rate/price. In this regard, Sportanen will strive – where possible – to provide a price estimate in advance; Sportanen will not charge additional costs if the modification/supplementation is the result of circumstances attributable to Sportanen; Changes to the originally concluded Agreement between the parties are only valid from the moment these changes are accepted by both parties through an additional or modified Agreement or through an addendum.
Obligations of the Counterparty:
The Counterparty must ensure that all data, equipment, or spaces, as indicated by Sportanen as necessary or as the Counterparty should reasonably understand to be necessary for the execution of the Agreement, are made available on time. The Counterparty must also grant Sportanen all authorities and authorizations needed to properly execute the Assignment; Sportanen is not liable for any damage of any kind caused by relying on incorrect and/or incomplete information provided by the Counterparty, unless the inaccuracy or incompleteness should have been known to Sportanen; The Counterparty must ensure that the employees of the Counterparty’s organization involved in the activities are available on time; The Counterparty must refrain from actions that make it difficult or impossible for Sportanen to properly execute the Assignment; If work is carried out by Sportanen or third parties engaged by Sportanen at the Counterparty's location or a location designated by the Counterparty, the Counterparty will provide, free of charge, all reasonably necessary and/or desired facilities; If the Counterparty fails to fulfill its obligations as outlined in this article, Sportanen has the right to suspend the execution of the Agreement and/or charge the Counterparty for the additional costs resulting from the delay according to the usual prices or rates.
Cancellation:
Sportanen is at any time entitled to change the training date or workshop date or to cancel the Assignment. Sportanen will inform the Counterparty as soon as possible. Nordhaven will, if possible, offer a new training or workshop. If this is not possible, any amounts already paid by Nordhaven will be refunded to the Counterparty; Cancellation of the Assignment by the Counterparty is only possible subject to the following provisions: 2.1 Cancellation must always be done in writing; 2.2 In case of cancellation less than 7 working days before the start of the coaching, training, or workshop, 50% of the price is due.
2.3 In case of cancellation less than 3 working days before the start of the coaching, training, or workshop, the full price is due.
3. Any amounts already paid, after deducting the amount owed due to the cancellation, will, as far as possible, be credited by Sportanen toward a new training or workshop. If this is not possible, this amount will be refunded by Sportanen to the Counterparty.
4. In case of misconduct by an individual or if an individual is in violation of the applicable order and safety regulations, Sportanen is entitled to deny that person access to the coaching, training, or workshop, without any refund of the costs for the training or workshop.
Prices:
Unless explicitly agreed otherwise in writing, the prices and rates indicated by Sportanen are always exclusive of VAT;
The prices and rates exclude shipping, travel, accommodation, and other incidental costs, unless agreed otherwise;
If no specific rate has been agreed upon, the rate will be determined based on the actual hours worked and the usual rates of Sportanen;
Sportanen will provide a timely breakdown of all additional costs or provide details on how these costs can be calculated and charged to the Counterparty before the Agreement is concluded;
If Sportanen agrees to a fixed price or rate when entering into an Agreement, Sportanen is entitled to increase this price based on the following grounds:
5.1 The increase results from an authority or obligation that rests on Sportanen pursuant to the law;
5.2 The increase is due to a rise in taxes.
In case Sportanen intends to change the price or rate, it will inform the Counterparty as soon as possible;
Payment:
Payment is made by transferring the amount to a bank account designated by Sportanen unless otherwise agreed;
Sportanen will send an invoice for the amounts owed by the Counterparty. The payment term for each invoice is 14 days from the invoice date unless otherwise indicated on the invoice or agreed otherwise;
Invoicing for coaching and consulting services takes place monthly unless agreed otherwise. Invoicing for other services related to the professional and personal development of the client will follow the same pattern unless agreed otherwise.
Sportanen and the Counterparty can agree that payment is made in installments proportionate to the progress of the work. If payment in installments is agreed, the Counterparty must pay according to the installments and percentages outlined in the Agreement.
Objections against the invoice amount do not suspend the payment obligation of the Counterparty;
The Counterparty is not entitled to reduce the amount owed by any counterclaim made by them;
In case of non-payment or late payment, the Counterparty will, without a formal notice of default, be in default by operation of law. From the date the payment was due, the Counterparty will owe statutory commercial interest until full payment is made;
Regarding the extrajudicial (collection) costs, Sportanen is entitled to:
8.1 A fee of 15% of the total outstanding principal amount with a minimum of €40 for an invoice that is wholly or partially unpaid and does not exceed €2,500, with a maximum of €375;
8.2 A fee of €375 + 10% of the principal amount of more than €2,500 but less than €5,000, with a maximum of €625;
In the case of bankruptcy, suspension of payments, liquidation, complete seizure of assets, death, or guardianship, the claims of Sportanen and the obligations of the Counterparty towards Sportanen are immediately due and payable;
Any reasonable legal costs and enforcement costs will also be borne by the Counterparty.
Complaints:
The Counterparty must assess the Assignment at the time of execution or after the execution has been completed, to determine whether it meets the reasonable and fair quality expectations, referring to the aforementioned effort obligation of Sportanen;
The Counterparty must inform Sportanen within a reasonable period, but no later than 30 days, if they disagree with the services provided, stating the grounds for disagreement;
The Counterparty must allow Sportanen the opportunity to respond to the complaint and, if necessary, resolve the complaint;
If the Counterparty still disagrees, they may terminate the Agreement, in accordance with Article 6:278 paragraph 1 of the Civil Code;
If the termination is deemed unfounded by Sportanen, the counter-performance will still be demanded.
Delivery Period:
If a delivery period has been agreed upon for the delivery of the product/service, it is binding unless it has been explicitly agreed that this period is indicative and not critical;
Sportanen reserves the right to unilaterally change the delivery period, provided this does not have adverse consequences for the Counterparty, and provided that Sportanen promptly notifies the Counterparty of the new delivery period to be maintained;
Sportanen undertakes to restore such a unilateral change in the delivery period if the Counterparty has valid objections to it.
Sportanen is not liable if the Counterparty suffers harmful consequences due to exceeding delivery deadlines, unless there is intent or gross negligence on the part of Sportanen;
If Sportanen requires data, materials, or instructions from the Counterparty that are necessary for delivery, the delivery period will commence once the Counterparty has provided these to Sportanen;
If Sportanen does not deliver within the agreed timeframe, Sportanen will not be in default by operation of law without a formal notice of default, provided that Sportanen has notified the Counterparty in advance of the delayed delivery. Sportanen will still aim to perform within a reasonable period;
A notice of default is not required if the delivery becomes permanently impossible or it is otherwise apparent that Sportanen will not fulfill its obligations under the Agreement. If Sportanen does not deliver within this period, the Counterparty has the right to terminate the Agreement in accordance with Article 265 of Book 6 of the Civil Code.
Force Majeure and Unforeseen Circumstances:
A failure to perform cannot be attributed to Sportanen or the Counterparty if the failure is not due to their fault, nor is it their responsibility by law, legal act, or prevailing customs. In this case, neither party is obliged to fulfill the obligations arising from the Agreement;
In the General Terms and Conditions, force majeure is understood to include, in addition to what is understood in law and jurisprudence, all external causes, whether foreseen or unforeseen, over which Sportanen or the Counterparty has no control, and which prevent either party from fulfilling their obligations;
Force majeure on the part of Sportanen includes at least:
3.1 Strikes;
3.2 Disruptions in traffic;
3.3 Government measures preventing Sportanen from fulfilling its obligations on time or properly;
3.4 Riots, uprisings, war;
3.5 Traffic obstructions;
3.6 Extreme weather conditions;
3.7 Fire;
3.8 Import, export, and/or transit bans;
3.9 Situations that are considered force majeure; and/or
3.10 Any circumstance that hinders the normal operation of the business and makes the fulfillment of the Agreement by Sportanen reasonably impossible for the Counterparty.
Termination of Agreement:
The parties may terminate the Agreement at any time by mutual consent.
Termination of the Agreement:
The parties may terminate the Agreement in writing with a notice period of 1 month;
The parties may terminate the Agreement with immediate effect in writing in the event of:
3.1 A request for or granting of a suspension of payments to the other party;
3.2 A request for bankruptcy or bankruptcy declaration of the other party; or
3.3 Liquidation of the other party or non-temporary cessation of the other party's business.
If the Agreement is terminated, Sportanen’s claims against the Counterparty become immediately due. If Sportanen suspends the fulfillment of obligations, it retains its claims under the law and the Agreement. Sportanen retains the right to claim damages at all times.
Sportanen reserves the right to terminate the Agreement with immediate effect if:
5.1 The Counterparty misses a payment deadline for the second time;
5.2 The Counterparty treats Sportanen unfairly, threatens, or attempts to blackmail;
5.3 The Counterparty acts in violation of the law, causing indirect reputational damage or any other harm to Sportanen;
5.4 The Counterparty demonstrably obstructs or makes it impossible to execute the Agreement. Sportanen will first attempt to enter into consultation with the Counterparty twice in writing. If the Counterparty does not sufficiently adapt, the Agreement will be terminated.
Liability:
Sportanen is only liable for direct damage caused by gross negligence or intent on its part, and not more than the amount paid out by the insurer to Sportanen, or up to a maximum of the amount stated on the invoice;
Direct damage includes only:
2.1 Reasonable costs for determining the cause and extent of the damage, provided the determination relates to damage as defined in the General Terms and Conditions;
2.2 Reasonable costs incurred to make Sportanen’s poor performance conform to the Agreement, to the extent that this can be attributed to Sportanen; or
2.3 Reasonable costs incurred to prevent or limit damage, to the extent that the Counterparty can demonstrate these costs resulted in a reduction of direct damage as defined in the General Terms and Conditions;
Sportanen is never liable for indirect damage, including consequential damage, lost profits, missed savings, damage from business interruption, damage from inadequate cooperation or information provided by the Counterparty, damage caused by Sportanen’s non-binding information or advice not explicitly included in the Agreement, and all other damage not covered by direct damage as defined in these terms;
Sportanen is never liable for errors in materials provided by the Counterparty or for misunderstandings or mistakes in the execution of the Agreement, if these stem from actions by the Counterparty, such as not providing timely or adequate materials/data;
Sportanen is never liable for errors if the Counterparty previously approved the work, or was given the opportunity to perform a check and stated it had no need for such a check;
Sportanen is not liable for damage or loss of documents during transport or mail delivery, regardless of whether the transportation or delivery is carried out by Sportanen, the Counterparty, or a third party.
Indemnity:
The Counterparty indemnifies Sportanen, to the extent permitted by law, against liability to third parties arising from or in connection with the execution of the Agreement, regardless of whether the damage was caused by Sportanen or by its employees, agents, or delivered products/services;
The Counterparty also indemnifies Sportanen, to the extent permitted by law, against all third-party claims related to any infringement of intellectual property rights of these third parties;
The Counterparty is always obliged to take all necessary steps to limit the damage.
Intellectual Property:
All intellectual property rights to all products, materials, analyses, designs, sketches, software, documentation, advice, reports, (electronic) information, and preparatory materials developed or made available in the context of the Agreement (collectively referred to as “IP Material”) are the exclusive property of Sportanen or its licensors;
The Counterparty only acquires any rights and powers concerning the IP Material that result from the Agreement and/or are explicitly granted in writing;
The Counterparty is not permitted to transfer any acquired rights or powers concerning the IP Material to third parties without prior written consent from Sportanen;
The Counterparty is not allowed to remove or alter any markings of intellectual property rights, such as copyrights, trademark rights, or trade names, from the IP Material unless otherwise agreed;
Sportanen is allowed to take technical measures to protect the IP Material. If Sportanen has protected the IP Material with technical measures, the Counterparty is not allowed to remove or bypass this protection;
Any exploitation, reproduction, use, or disclosure by the Counterparty of the IP Material outside the scope of the Agreement or granted rights and powers will be considered a violation of Sportanen's intellectual property rights;
No violation of intellectual property rights will occur if the Counterparty has received explicit written permission from Sportanen to exploit, reproduce, use, or disclose the IP Material outside the scope of the Agreement or granted rights and powers;
All IP Material developed by Sportanen for the execution of the Agreement can be used by Sportanen for its own promotional purposes unless otherwise agreed with the Counterparty.
Privacy:
Sportanen respects the privacy of the Counterparty. Sportanen handles and processes all personal data provided to it in accordance with applicable legislation, particularly the General Data Protection Regulation (GDPR). The Counterparty agrees to this processing. Sportanen uses appropriate security measures to protect the Counterparty's personal data;
Sportanen uses the Counterparty’s personal data exclusively within the scope of executing the Agreement or handling a complaint;
If, based on legal provisions or a court ruling, Sportanen is required to provide confidential information to third parties designated by law or the competent court, and Sportanen cannot invoke any legal privilege, Sportanen is not obliged to provide compensation or indemnity. Additionally, the Counterparty is not entitled to terminate the Agreement due to any damage resulting from this;
For more information on privacy, the Counterparty is referred to Sportanen's Privacy Policy, which can be viewed on Sportanen's website.
Statute of Limitations:
For all claims and/or rights the Counterparty may have against Sportanen and/or third parties engaged by Sportanen, a limitation period of one year applies, starting from the moment a fact occurs that allows the Counterparty to assert such rights or powers against Sportanen and/or the third parties engaged by Sportanen.
Assignment:
The Counterparty is not permitted to transfer any rights or obligations arising from the Agreement to third parties without prior written consent from Sportanen;
Sportanen has the right to impose conditions on this consent.
Survival of Provisions:
The provisions of the General Terms and Conditions and the Agreement that, by their nature, are intended to remain in effect after the termination of the Agreement, will continue to bind the parties even after termination.
Miscellaneous:
Any deviations from these General Terms and Conditions can only be agreed upon in writing. Such deviations cannot be used as a basis for claims in future legal relationships. A copy of such deviations will be added as an addendum to the initial Agreement;
The records of Sportanen, unless proven otherwise, will serve as evidence of requests made by the Counterparty. The Counterparty acknowledges that electronic/telephone communication may serve as evidence;
If any provision of the General Terms and Conditions is declared void or annulled, the remaining provisions will remain in full effect. Sportanen will then establish a new provision to replace the void/annulled provision, taking into account the intent of the original provision as much as possible;
The place of execution of the Agreement is deemed to be the location where Sportanen is established.
Applicable Law and Jurisdiction:
All Agreements, General Terms and Conditions, and any non-contractual rights and obligations arising therefrom are governed by Dutch law.