GENERAL TERMS AND CONDITIONS

 

 

  1. Definitions

In these General Terms and Conditions, the following definitions are used, both in the singular and in the plural. 

  1. General Terms and Conditions: these General Terms and Conditions, hereinafter referred to as the GTC, regardless of the form in which they are made known (e.g. via the Contractor’s website).
  2. Activities: providing training, education, courses, refresher training, conferences, symposia, seminars, webinars, lectures, writing scientific and other articles, operating a web shop and other activities performed by the Contractor. 
  3. Client: the natural or legal person to whom the Contractor’s offer is addressed, with whom the Contractor has entered into an Agreement or for whom the (juridical) act is/has been performed, also including the Participant.
  4. Participant: the natural person who makes use of one of Karma Dentistry B.V.’s Activities referred to in paragraph 2 of this article.
  5. Contractor: the private limited liability company Karma Dentistry B.V., with its registered office in Apeldoorn (Chamber of Commerce no.: 78220335) and/or third parties engaged by it.
  6. Agreement: every agreement concluded between the Client and the Contractor for the provision of one or more Activities by the Contractor or an agreement for the provision of services or advice, or any other agreement related to the Contractor’s Activities as referred to in the articles of association of the institution referred to under 5. 
  7. Cancellation: the written notification that one or more Activities of the Contractor will not be participated in, in full or in part.

 

  1. Applicability
  1. The GTC apply to all Activities of the Contractor and form part of all negotiations, offers, quotations, Agreements and other (juridical) acts, irrespective of whether these are made orally, in writing, electronically or in any other form, concerning the Activities to be performed by the Contractor for the Client.
  2. The GTC also apply to Agreements that the Contractor has concluded with third parties, in whole or in part, and to agreements that are supplied to the Client by a third party on the Contractor’s instructions in execution of the offer, quotation, agreement or other (juridical) act. 
  3. The Contractor explicitly rejects the applicability of any general terms and conditions of the Client. 
  4. If a provision of the Agreement(s) entered into between the Contractor and the Client conflicts with the GTC, the provisions of the Agreement(s) will prevail. 
  5. If and to the extent that any provision of the GTC, or part of a provision, is void or voidable, the other provisions or the remaining part of the void or voidable provision of the GTC will remain in full force and effect. The Contractor and the Client will then consult with each other about a new provision to replace the void/voidable provision, whereby the purport of the void/voidable provision will be observed as much as possible.
  6. These GTC replace any GTC previously in force. 
  7. The Contractor is authorised to amend these GTC. If these GTC are amended, the amended version will form part of every existing Agreement between the parties, unless the Client informs the Contractor in writing not to agree to the amended version within five working days after receipt of the amended version, or within five working days after the moment the Client could reasonably have become aware of the amended version. In the latter case, the original GTC, i.e. as they applied before the amendment, will continue to be part of any Agreement existing between the parties at that time.

 

  1. Offers, quotations and Agreement
  1. All offers (also called quotations) of the Contractor – in whatever form – are without obligation, unless stated otherwise in writing. The Contractor may still revoke its offer immediately after it has been accepted by the Client. 
  2. Offers made by the Contractor are valid for the period indicated in the offer. If no period is indicated, the offer will be valid for up to 14 days  after the date on which the offer was submitted. 
  3. The agreement between the Contractor and the Client (“the order”) is concluded in one of the following ways and at one of the following times: 
  1. if no order confirmation is sent, at the time when an offer made by the Contractor has been accepted by the Client in writing and without any changes and has not been revoked by the Contractor; or 
  2. if an order confirmation or agreement is sent, at the time when the Contractor has received the order confirmation or agreement sent to the Client and signed for approval by the latter, or at the time when the Client has accepted the order confirmation or agreement in writing and without any changes; or 
  3. at the time when the execution of the order has commenced, for instance because the Contractor has started providing the Activity at the Client’s request; or 
  4. at the time when, in case of an offer via the website, the digital registration form has been completed and sent, and the Client has received a registration confirmation from the Contractor.
  5. is registered for an Activity via the Contractor’s digital environment.
  1. Deviations from the GTC and from the Agreements concluded between the Contractor and the Client are only valid if they have been explicitly confirmed by the Contractor in writing, or if the Contractor performs this amended Agreement.
  2. The Contractor is not obliged to provide a part of the Activities included in the offer at a corresponding part of the price quoted. 
  3. Offers in the form of estimates, quotations, price lists or other documents may not be reproduced or made available for inspection by third parties, unless explicitly for personal use. 
  4. If the Contractor has concluded the Agreement(s) with more natural or legal persons than just the Client, then all these natural or legal persons will be jointly and severally liable for all obligations arising from the Agreement(s).
  5. Upon conclusion of the agreement as described in this article, a statutory cooling-off period of 14 days will apply for consumers (private individuals). 

 

  1. Required information
  1. The Client is obliged to provide the Contractor in good time with all information which the Contractor believes is necessary for the correct execution of the order or which the Client should know is required for the correct execution of the order. This will allow the Client and the Contractor to form a picture of the training issue, the scope of the training programme and the possible results. If there are any costs involved in the preliminary inquiry, the conditions thereof shall be agreed with the Client beforehand. 
  2. The Client guarantees the accuracy, completeness and reliability of the information provided to the Contractor, even if it originates from third parties. 
  3. The Contractor is not liable for any damage or loss, of whatever nature, arising because the Contractor relied on inaccurate and/or incomplete information provided by the Client, even if the Client was not aware of this inaccuracy and/or incompleteness, unless this damage or loss was also caused by intent or deliberate recklessness on the part of the Contractor.

 

  1. Prices, rates, invoicing
  1. All prices and rates stated are in euros, unless stated otherwise in writing.
  2. All prices and rates mentioned are – unless otherwise stated in writing – exclusive of turnover tax (VAT) and any other government-imposed levies and exclusive of travel and accommodation expenses, third-party costs and based on execution during normal working hours. 
  3. The Client shall make payment without any discount or set-off, in the manner indicated by the Contractor and within the period stated on the invoice, but within 14 days of the invoice date, in the currency in which the invoice was made.
  4. All payments made by the Client will serve firstly to pay any interest and collection and other costs incurred by the Contractor and/or third parties engaged and subsequently to pay the oldest outstanding invoice(s).
  5. If, after the Agreement has been concluded, the Contractor becomes aware of circumstances giving good reason to fear that the Client will not fulfil its obligations in full – even after the Contractor has carried out an order in full or in part – the Contractor will have the right to demand advance payment of the price and/or to demand that the Client provide adequate security for the fulfilment of its (further) payment obligation(s) within a period to be specified by the Contractor and in the manner indicated by the Contractor. As long as the demanded advance payment has not been made or the demanded security has not been provided, the Contractor will not be obliged to perform or further perform any Agreement, without this leading to an obligation for the Contractor to pay compensation for damage or loss and/or to owe a penalty.
  6. If the Client has not paid within the agreed term, the Client shall be in default by operation of law. In that case, the Client shall owe interest of 1% per month (part of a month counting as a whole month) on the invoiced amount from that moment until the date of payment in full, without any further demand or notice of default being required, or statutory commercial interest if this is higher, all this without prejudice to the Contractor’s further rights. 
  7. If the Contractor proceeds with collection, the Client shall, in addition to the amount due, also be obliged to fully reimburse the actual judicial and extrajudicial costs incurred, including all costs charged by third parties, related to the collection of the claim or to the preservation of its rights in other respects, the amount of which is set at a minimum of 15% of the principal sum plus interest, plus the VAT due. 
  8. If the Agreement is terminated due to a failure on the part of the Client or an attributable failure on the part of the Contractor and after a reasonable cure period has been offered, this will not release the Client from any payment obligation with regard to Activities already provided by the Contractor, unless the Contractor is in default with regard to those particular Activities. The Client is obliged to immediately fulfil its payment obligation and to pay judicial and extrajudicial costs, damages and interest.

 

  1. Execution of the order
  1. The Contractor will execute the order with the help of employees and/or third parties to be engaged by the Contractor, who will perform their work at the Client’s premises. The Contractor is free to choose these employees and/or third parties and selects them on the basis of the qualities and skills of the available employees known to the Contractor on the one hand and on the basis of the information provided by the Client to the Contractor concerning the work to be performed on the other hand. 
  2. The Contractor may replace employees and/or third parties at any time after consultation with the Client. 
  3. If an employee and/or a third party engaged by the Contractor is ill or unable to attend, the Contractor reserves the right to provide an equivalent replacement, and if this is not possible, to reschedule or cancel the Activity. 
  4. The Client is not permitted to involve an employee of the Contractor and/or a third party engaged by the Contractor in any work other than that arising from the order, other than after consultation with and approval by the Contractor. 
  5. The Contractor shall perform the work to be carried out pursuant to the order with the care of a good Contractor. It does not, however, guarantee the achievement of a specific result; any deadlines agreed upon are not to be regarded as strict deadlines.
  6. The Contractor shall be entitled to suspend the fulfilment of its obligations until the Client has paid all of the Contractor’s claims in full.
  7. If the agreed term of execution of the Agreement is exceeded, this will not in any case entitle the Client to any compensation, unless in case of wilful misconduct or gross negligence on the part of the Contractor.
  8. If the Client wishes to change the Agreement, it will enter into consultations with the Contractor. The Agreement can only be amended with the written consent of the Contractor. 

 

  1. Cancellation by the Contractor 
  1. If the number of participants is too low, the Contractor reserves the right to cancel the Activity. It is up to the Contractor to determine when the number is too low. 
  2. The Client shall be informed of the cancellation as soon as possible. Any fees paid will be refunded or can be used for subsequent Activities. The Contractor is not obliged to compensate any loss suffered or costs incurred by the Client in connection with such cancellation. This paragraph shall apply in full in the event of cancellation on the grounds of Article 6(3) of these GTC.

 

  1. Cancellation by the Client 
  1. The order may be cancelled free of charge by the Client up to 4 weeks before the start of the Activity, but not before the Client and the Contractor have made every effort to find a suitable solution for the continuation of the order (e.g. by rescheduling the order to an earlier or later date). If an order is cancelled less than 4 weeks before the start of the Activity, 50% of the rate/price mentioned in the agreement will be charged. If an order is cancelled less than 2 weeks before the start of the Activity, 75% of the rate/price mentioned in the agreement will be charged. If an order is cancelled less than 1 week before the start of the Activity, 100% of the rate/price mentioned in the agreement will be charged.
  1. Cancellations must be made in writing.

 

  1. Cancellation by the Participant 
  1. A Participant registered for one of the Activities may cancel free of charge up to 4 weeks before the start of the training. If an order is cancelled less than 4 weeks before the start of the Activity, 50% of the rate/price mentioned in the agreement will be charged. If an order is cancelled less than 2 weeks before the start of the Activity, 75% of the rate/price mentioned in the agreement will be charged. If an order is cancelled less than 1 week before the start of the Activity, 100% of the rate/price mentioned in the agreement will be charged.
  2. If a Participant registered for one of the Activities has cancelled in accordance with the conditions of the second paragraph of this Article and wants to re-register for the same Activity on a different date, he/she can participate at a reduced rate of 50% of the total costs of the Activity.
  3. Cancellations must be made in writing.

 

10.Replacement

  1. If a Participant is prevented from participating in an Activity, a replacement may take their place free of charge. This replacement must take place before the start of the Activity. Replacement is not possible during the Activity. 
  2. The replaced Participant with whom the agreement was initially entered into shall remain jointly and severally liable for the performance of the agreement.

 

  1. Risk and liability
  1. The Contractor’s liability to the Client of whatever nature shall be limited to the sum of the Agreement exclusive of VAT, or the sum of that part of the Agreement to which the liability relates. In all cases, liability shall be limited to the amount paid out by the Contractor’s liability insurance in the case in question, increased by the applicable excess. The foregoing shall not apply in the event of intent or deliberate recklessness on the part of the Contractor.
  2. If the Contractor makes use of (non-)subordinates for the performance of the Agreement, the Contractor’s liability shall, in addition to the other relevant provisions of these GTC, be limited to the liability for the acts and/or omissions of the Contractor and its (non-)subordinates. The Contractor shall not be liable for any damage or loss resulting from acts and/or omissions of its subordinates and/or non-subordinates, which acts and/or omissions are to be regarded as intent and/or deliberate recklessness. 
  3. Except in the case of intent or deliberate recklessness on the part of the Contractor, the Client shall indemnify the Contractor against all third-party claims, for whatever reason, for compensation of damage, costs or interest, relating to the execution of the Activity.
  4. If several incidents occur during the execution of a project, this shall be regarded as a series of connected incidents. 
  5. Everyone is obliged to cooperate in preventing and minimising damage and loss within the bounds of reasonableness and fairness. 
  6. The Client shall indemnify the Contractor against all claims from third parties in respect of damage or loss to be suffered by such third parties, due to any cause whatsoever. 

 

  1. Shortcomings and force majeure
  1. There shall be no shortcoming on the part of the Contractor if the Client has already failed to fulfil its obligations, or in the event of force majeure on the part of the Contractor.
  2. In these GTC, force majeure means any circumstance beyond the Contractor’s control – even if this could have been foreseen at the time the Agreement was concluded – which permanently or temporarily prevents performance of the Agreement, as well as – insofar as not already included – war, threat of war, civil war, strike, transport difficulties, power failure, computer failure, riot, staff illness, fire, an epidemic, a pandemic and all external causes, foreseen or unforeseen, on which the Contractor cannot exercise any influence.
  3. In the event of force majeure or a shortcoming, the Contractor will be entitled to terminate all or part of the Agreement without judicial intervention or to suspend the performance thereof, without the Contractor being obliged to pay any compensation and without prejudice to its rights. 
  4. If the period of force majeure has lasted for more than 5 consecutive days, the Client shall have the right to terminate the Agreement out of court, without the Contractor being obliged to pay any compensation for loss suffered by the Client as a result of such termination. The Contractor shall be entitled to payment by the Client for all activities performed by the Contractor for the Client up to that time.

 

  1. Notification and complaints
  1. The Client is obliged to notify the Contractor in writing of any complaints concerning the work performed by the Contractor and/or the invoice amount within thirty days of the date of execution/dispatch of the matter about which it wishes to complain, or immediately after the Client has discovered the matter about which it wishes to complain. In the latter case, the Client must demonstrate that it could not reasonably have discovered the matter about which it wishes to complain earlier. 
  2. The Client is not authorised to suspend its payment obligations due to complaints as referred to in paragraph 1. 
  3. If and insofar as the Client submits a justified complaint in the Contractor’s opinion, the Contractor shall be entitled, at its own discretion, either to adjust the invoice amount, have the work in question improved or redone at its own expense, or refund part of the fee already paid without executing the order any further. 
  4. If the Client fails to file a complaint within the period set in paragraph 1, all its rights and claims on any basis whatsoever with regard to the matter it has complained about or could have complained about within that period shall lapse. 

 

  1. Expiry period 
  1. Without prejudice to the provisions of Article 13 of these GTC, if the Client is or remains of the opinion that the Contractor has failed to execute the order in time, in full or properly, the Client shall be obliged – unless this has already been done pursuant to the provisions of Article 13 of these GTC – to notify the Contractor of this in writing without delay and to take legal action to enforce the claims based thereon within one year of the date of the aforesaid notification, or within one year after that notification should have been given, failing which all its rights and claims in this regard shall lapse upon expiry of the aforesaid period. 

 

  1. Suspension/end of the Agreement
  1. If the Agreement concluded between the Contractor and the Client is a continuing performance contract, the Contractor shall be entitled to terminate the Agreement(s) concluded between the Contractor and the Client early. This must be done in writing. Notice of termination must be given with due observance of a reasonable notice period of at least one month. 
  2. If the Contractor has a well-founded fear that the Client will not, or not correctly, comply with the agreement, the Contractor shall be entitled to either suspend performance of each of these Agreements for no more than six months or to terminate them in full or in part, without notice of default and without judicial intervention, all this without the Contractor being required to pay any compensation and without prejudice to its other rights. During the suspension, the Contractor shall be entitled and, at the end of the suspension, obliged to opt for performance or for full or partial termination of the suspended Agreement(s). 
  3. In the event of suspension pursuant to paragraph 2, the sum of the part of the Agreement already performed by the Contractor shall become immediately due and payable, less any payments already made.
  4. If the Agreement is still performed or is terminated after the period of suspension, the Client shall be obliged to compensate the loss suffered and costs incurred by the Contractor.

 

  1. Intellectual property rights
  1. All intellectual property rights relating to the Activities, the course material, handouts, presentations, texts, photographs, graphics and any other documents/products relating to the Activity, hereinafter also referred to as ‘material’, shall be vested in the Contractor.
  2. Without the Contractor’s express prior written consent, the Client and/or the Participant shall not be entitled to store, disclose, forward, exploit or, in any way whatsoever, reproduce data from and/or parts and/or extracts of the material provided or of materials derived from the material developed by the Contractor. 
  3. Without the Contractor’s prior written consent, it is not permitted to develop materials derived from the material developed by the Contractor. 
  4. It is not permitted to display the material in any way in public places without the Contractor’s prior written consent. 
  5. It is not permitted to show the material in front of groups in any way whatsoever without the Contractor’s prior written consent.
  6. The Client is not permitted to remove or change any designation concerning copyrights, trademarks, trade names or other intellectual property rights to the materials. 
  7. The Client will indemnify the Contractor against any claim against the Client which is based on the allegation that materials developed by the Contractor itself infringe an intellectual property right applicable in the Netherlands. The first sentence of this paragraph shall only apply on the condition that the Client immediately informs the Contractor in writing of the existence and substance of the claim and leaves the handling of the matter, including reaching any amicable settlement, entirely to the Contractor. To this end, the Client will provide the Contractor with the necessary powers of attorney, information and cooperation, to enable the Contractor to defend itself, if necessary in the Client’s name, against these claims.

 

  1. Personal data and confidentiality
  1. Personal data of the Client are included in our database. To ensure optimum protection of the personal data, these data are stored on a secure computer. 
  2. Personal data are treated with care and are never sold or disclosed to third parties. The e-mail address provided is not accessible to third parties. The address and other data of the Client may be used to inform the Client about the Contractor’s Activities and for the shipment of goods for educational purposes. 
  3. Information provided by the Client shall be treated confidentially by the Contractor, its personnel and/or persons working for it. The Contractor complies with the applicable privacy legislation.
  4. The Client declares to have obtained the necessary permission from the data subjects to share their personal data with the Contractor.

 

  1. Governing law and competent court
  1. All negotiations, offers, quotations, agreements and other (juridical) acts between the Contractor and the Client are governed by Dutch law, regardless of the place where the Agreement is performed. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is expressly excluded. 
  2. Disputes between the Contractor and the Client arising from or relating to negotiations, offers, quotations, Agreements and other juridical acts concerning the Contractor’s Activities shall be submitted exclusively to the competent Dutch court in the District of Gelderland.

 

  1. Other provisions
  1. If the Client fails to fulfil any of the obligations arising from the GTC and/or Agreement, the Client shall forfeit to the Contractor, without any notice of default being required, a penalty of € 10,000.00 (in words: ten thousand) for each failure and a penalty of € 1,000.00 (in words: one thousand) for each day the failure continues, without prejudice to the Contractor’s right to – in derogation of Article 92 of Book 6 of the Dutch Civil Code – instead claim full compensation plus costs and interest, to claim performance and/or the Contractor’s other rights arising from the GTC and/or Agreement.
  2. The parties are not entitled to transfer the rights and obligations under the agreement to third parties without the other party’s written permission. This permission shall not be withheld on unreasonable grounds. The other party shall be entitled to attach conditions to the granting of such permission.
  3. These GTC have been filed at the office of the Chamber of Commerce in Arnhem.