General Terms and Conditions OWNIT B.V.
OWNIT B.V. (hereinafter: OWNIT) is registered with the Chamber of Commerce under number 81114753 and is located at Laan van Kronenburg 14 (1183AS) in Amstelveen.
Article 1 – Definitions
- In these general terms and conditions, the following terms are used with the following meaning, unless explicitly stated otherwise.
- Offer: any offer or quotation to the Client for the provision of Services by OWNIT.
- Company: A legal entity with business purposes.
- Services: providing (in-company) training courses, whether or not classical and / or on a physical basis, as well as with the aid of VR glasses.
- Service Provider: OWNIT B.V., a legal entity under Dutch law, established in the Netherlands and offering Services to the Client hereinafter: OWNIT.
- Client: the company that has appointed OWNIT, has provided projects to OWNIT for Services performed by OWNIT, or to which OWNIT has made a proposal on the basis of an Agreement.
- Agreement: every Agreement and other obligations between the Client and OWNIT, as well as proposals from OWNIT for Services provided by OWNIT to the Client and which are accepted by the Client and have been accepted and performed by OWNIT, whereby these general terms and conditions form an inseparable whole. In principle, the Agreement will extend to the delivery of the Services.
- Website: www.ownittraining.com.
Article 2 – Applicability
- These general terms and conditions apply to every Offer by OWNIT, every Agreement between OWNIT and the Client and to every service offered by OWNIT.
- Before an Agreement is concluded, the Client will have access to these general terms and conditions. If this is not reasonably possible, OWNIT will indicate to the Client how the Client can inspect the general terms and conditions.
- Deviation from these general terms and conditions is not possible. In exceptional situations, the general terms and conditions can be deviated from insofar as this has been explicitly agreed in writing with OWNIT.
- These general terms and conditions also apply to additional, amended and follow-up assignments from the Client.
- The general terms and conditions of the Client are excluded.
- If one or more provisions of these general terms and conditions are partially or completely void or are nullified, the other provisions of these general terms and conditions will remain in force, and the void / voided provision (s) will be replaced by a provision with the same purport the original provision.
- Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions should be assessed and explained in the spirit of these general terms and conditions.
- The applicability of articles 7: 404 Dutch Civil Code (art. 7:404 BW) and 7: 407 paragraph 2 Dutch Civil Code (art. 7:407 lid 2 BW) is explicitly excluded.
- If reference is made to him / her in these general terms and conditions, this should also be understood as a reference to he / him / his, if and insofar as applicable.
- In the event that OWNIT has not always demanded compliance with these general terms and conditions, it retains its right to demand full or partial compliance with these general terms and conditions.
Article 3 – The Offer
- All offers made by OWNIT are without obligation, unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the Offer.
- OWNIT is only bound by an Offer if it is confirmed in writing by the Client within 30 days. Nevertheless, OWNIT has the right to refuse an Agreement with a (potential) Client for a valid reason for OWNIT.
- The offer contains a description of the Services offered. The description is sufficiently specified so that the Client is able to make a proper assessment of the offer. Any information in the offer is only an indication and cannot be a ground for any compensation or dissolution of the Agreement.
- Offers or quotations do not automatically apply to follow-up orders.
- Delivery times in OWNIT’s offer are in principle indicative and do not entitle the Client to dissolution or compensation if they are exceeded, unless explicitly agreed otherwise.
Article 4 – Establishment of the Agreement
- The Agreement is concluded when the Client has accepted an Offer or Agreement from OWNIT by returning a signed copy (scanned or original) to OWNIT or gave an explicit and unambiguous agreement to the Offer by e-mail.
- OWNIT has the right to revoke the (signed) Agreement within 5 working days after receipt of the acceptance.
- OWNIT is not bound by an Offer if the Client could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or clerical error. The Client cannot derive any rights from this mistake or error.
- If the Client cancels an already confirmed assignment, the costs actually incurred (including the time spent) will be charged to the Client.
- Every Agreement that is entered into with OWNIT or a project that is awarded to OWNIT by the Client, rests with the company and not with an individual person who is associated with OWNIT.
- The Client’s right of withdrawal is excluded, unless otherwise agreed.
- If the Agreement is entered into by several Clients, each Client is individually jointly and severally liable for the fulfillment of all obligations arising from the Agreement.
Article 5 – Duration of the Agreement
- The Agreement is entered into for an indefinite period of time, unless the content, nature or scope of the assignment entails that it has been entered into for a definite period of time. The duration of the assignment also depends on external factors, including but not limited to the quality and timely delivery of the information that OWNIT obtains from the Client.
- Both Client and OWNIT can dissolve the Agreement on the basis of an attributable shortcoming in the performance of the Agreement if the other party has been given written notice of default and given a reasonable period to fulfill its obligations and it still fails to fulfill its obligations correctly. This also includes the Client’s payment and cooperation obligations.
- The dissolution of the Agreement does not affect the Client’s payment obligations insofar as OWNIT has already carried out work or delivered performances at the time of the dissolution. Client must pay the agreed fee.
- Parties can terminate the Agreement by registered letter with due observance of a notice period of three months. If the Agreement has not lasted for three months, the Agreement can be terminated with a notice period of one month.
- In the event of premature termination of the Agreement, the Client will owe OWNIT the costs actually incurred up to that time at the agreed (hourly) rate. The hour registration of OWNIT is leading in this.
- Both the Client and OWNIT can terminate the Agreement in whole or in part in writing with immediate effect, without further notice of default, in the event that one of the parties is in suspension of payment, filed for bankruptcy or the company concerned ends by liquidation. If a situation as mentioned above occurs, OWNIT is never obliged to refund monies already received and / or compensation.
Article 6 – Performance of the services
- OWNIT will make every effort to perform the agreed service with the greatest possible care, as may be expected of a good service provider. OWNIT guarantees a professional and independent service. All Services are performed on the basis of a best efforts obligation, unless a result has been explicitly agreed in writing which is described in detail.
- The Agreement on the basis of which OWNIT performs the Services is leading for the scope of the services. The Agreement will only be performed for the benefit of the Client. Third parties cannot derive any rights from the content of the Services performed in connection with the Agreement.
- The information and data provided by the Client are the basis on which the Services and prices offered by OWNIT are based. OWNIT has the right to adjust its services and its prices if the information provided turns out to be incorrect and / or incomplete.
- In the performance of the Services, OWNIT is not obliged or obliged to follow the instructions of the Client if this changes the content or scope of the agreed Services. If the instructions result in further work for OWNIT, the Client is obliged to reimburse the additional costs accordingly on the basis of a new quotation.
- OWNIT is entitled to engage third parties for the performance of the Services at its own discretion.
- If required by the nature and duration of the assignment, OWNIT will keep the Client informed of the progress in the meantime in the agreed manner.
- The performance of the Services is based on the information provided by the Client. If the information needs to be changed, this may have consequences for any established schedule. OWNIT is never liable for adjusting the planning. If the start, progress or delivery of the Services is delayed because, for example, the Client has not provided all the requested information or has not provided all requested information on time, or does not cooperate sufficiently in the desired format, any advance payment has not been received by OWNIT on time or due to other circumstances which are for the account and risk of the Client, if there is a delay, OWNIT is entitled to a reasonable extension of the delivery / completion period. All damage and additional costs as a result of delay due to a cause as mentioned above are at the expense and risk of the Client.
Article 7 – Obligations of the Client
- The Client is obliged to provide all information requested by OWNIT as well as relevant appendices and related information and data in a timely manner and / or before the start of the work and in the desired form for a correct and efficient performance of the Agreement. Failing this, it may occur that OWNIT is unable to realize a full implementation and / or delivery of the relevant documents. The consequences of such a situation are at all times for the account and risk of the Client.
- OWNIT is not obliged to check the correctness and / or completeness of the information provided to it or to update the Client with regard to the information if it has changed over time, nor is OWNIT responsible for the correctness and completeness of the information that has been compiled by OWNIT for third parties and / or is provided to third parties in the context of the Agreement.
- OWNIT may, if necessary, for the performance of the Agreement, request additional information. Failing this, OWNIT is entitled to suspend its activities until the information has been received, without being obliged to pay any compensation for whatever reason towards the Client. In the event of changed circumstances, the Client must notify OWNIT immediately or no later than 3 working days after the change has become known.
Article 8 – Coaching and / or Training
- If an order has been given to do so, OWNIT can provide coaching for the Client and its employees
- The training courses provided by OWNIT can take place:
- In group association;
- Through the use of VR glasses. In this case, the training sessions will be recorded in advance, after which the Client and its employees can participate in such training by using VR glasses. The Client and his employees are given the opportunity to follow training at their own pace and to play it several times.
- In the case of physical / classroom training, the session will take place at the location of the Client or at a location to be determined by OWNIT. If the session takes place at the location of the Client, the Client is obliged to make the facilities required within the framework of the training available in a timely manner. If a session cannot take place or is delayed because the Client has not complied with the aforementioned obligation, all consequences thereof will be for the account and risk of the Client. OWNIT is also entitled to issue instructions with regard to the suitability of the location and the facilities available there before the start of the session.
- The content of the training / coaching offered by OWNIT and the advice provided during the session are not binding and only advisory in nature, but OWNIT will observe its duties of care. As far as possible, the session is tailored to the wishes of the Client as well as the needs of the participant (s) concerned.
- The Client will notify OWNIT in writing prior to the start of the session of all circumstances that are or may be important, including any points and priorities for which the Client wishes attention.
- OWNIT is entitled to cancel the session or move it to another date if there are too few registrations. It is at the sole discretion of OWNIT to reschedule the session. If the Client is not available on the new date set, the Client is entitled to a pro rata refund of money already paid or it can participate in a session on another date. The parties will consult on this. If there are too many registrations, OWNIT is entitled to have the training / coaching session take place in several sessions. If applicable, the aforementioned situation will be discussed with the Client in good time.
Article 9 – Additional activities and changes
- If during the execution of the Agreement it appears that the Agreement needs to be adjusted, or at the request of the Client further activities are required to achieve the desired result of the Client, the Client is obliged to pay for these additional activities according to the agreed rate. OWNIT is not obliged to comply with this request and may require the Client to conclude a separate Agreement for this and / or refer it to an authorized third party.
- If the additional activities are the result of negligence on the part of OWNIT, if OWNIT has made an incorrect estimate or could reasonably have foreseen the relevant activities, these costs will not be passed on to the Client.
Article 10 – Prices and payment
- All prices are in principle exclusive of turnover tax (VAT), unless otherwise agreed.
- OWNIT performs its services in accordance with the agreed hourly rate. The costs of the work are calculated retrospectively on the basis of the time registration drawn up by OWNIT (subsequent calculation).
- Travel time for the benefit of the Client and travel-related costs will be charged to the Client.
- The Client is obliged to fully compensate the costs of third parties deployed by OWNIT after approval of the Client, unless explicitly agreed otherwise.
- The parties can agree that the Client must pay an advance. If an advance has been agreed, the Client must pay the advance before commencing the performance of the services.
- The client cannot derive any rights or expectations from a previously issued budget, unless the parties have explicitly agreed otherwise.
- OWNIT is entitled to annually increase the applicable prices and rates in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and insofar as they have been explicitly laid down in the Agreement.
- Client must pay these costs all at once, without settlement or suspension, within the specified payment term as stated on the invoice to the account number and details of OWNIT made known to it.
- In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment towards the Client, the payment and all other obligations of the Client under the Agreement become immediately due and payable.
Article 11 – Collection policy
- If the Client does not fulfill its payment obligation and has not fulfilled its obligation within the specified payment term, the Client will be in default by operation of law.
- From the date that the Client is in default, OWNIT will be entitled, without further notice of default, to the statutory commercial interest from the first day of default until full payment, and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated according to the graduated scale from the decision. compensation for extrajudicial collection costs from 1 July 2012.
- If OWNIT has incurred more or higher costs which are reasonably necessary, these costs are eligible for reimbursement. The integral judicial and execution costs incurred are also at the expense of the Client.
Article 12 – Privacy, data processing and security
- OWNIT handles the (personal) data of the Client with care and will only use them in accordance with the applicable standards. If requested, OWNIT will inform the person concerned about this.
- Client is responsible for the processing of data processed using an OWNIT service. The client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies OWNIT against any (legal) claim related to this information or the performance of the Agreement.
- If OWNIT is required to provide security for information on the basis of the Agreement, this security will meet the agreed specifications and a security level that, in view of the state of the art, the sensitivity of the data and the associated costs, is not unreasonable.
Article 13 – Suspension and dissolution
- OWNIT has the right to retain the data, data files and more it has received or realized if the Client has not yet (fully) fulfilled its payment obligations. This right remains in full force if a valid reason for OWNIT arises, which justifies suspension in that case.
- OWNIT is authorized to suspend the fulfillment of its obligations as soon as the Client is in default with the fulfillment of any obligation arising from the Agreement, including late payment of its invoices. The suspension will be immediately confirmed in writing to the Client.
- In that case OWNIT is not liable for damage, on whatever account, as a result of the suspension of its activities.
- The suspension (and / or dissolution) does not affect the Client’s payment obligations for work already carried out. In addition, the Client is obliged to compensate OWNIT for any financial loss that OWNIT suffers as a result of the Client’s default.
Article 14 – Force majeure
- OWNIT is not liable if it cannot fulfill its obligations under the Agreement as a result of a force majeure situation.
- Force majeure on the part of OWNIT is in any case understood to mean, but is not limited to: (i) force majeure on the part of suppliers of OWNIT, (ii) failure to properly fulfill obligations of suppliers that the Client or its third parties pay to OWNIT are prescribed or recommended, (iii) deficiency of software or any third parties involved in the performance of the service, (iv) government measures, (v) failure of electricity, internet, data network and / or telecommunication facilities, (vi) illness of employees of OWNIT or advisers engaged by it and (vii) other situations that, in the opinion of OWNIT, fall outside its sphere of influence that temporarily or permanently impede the fulfillment of its obligations.
- In case of force majeure, both Parties have the right to dissolve the Agreement in whole or in part. All costs incurred before the dissolution of the Agreement will in that case be paid by the Client. OWNIT is not obliged to compensate the Client for any losses caused by such a withdrawal.
Article 15 – Limitation of Liability
- If any result that is laid down in the Agreement is not achieved, a shortcoming on the part of OWNIT will only be deemed to exist if OWNIT has explicitly promised this result when accepting the Agreement.
- In the event of an attributable shortcoming on the part of OWNIT, OWNIT is only obliged to pay any compensation if the Client has given OWNIT notice of default within 14 days after discovery of the shortcoming and OWNIT has subsequently not remedied this shortcoming within a reasonable period. The notice of default must be submitted in writing and contain such an accurate description / substantiation of the shortcoming, so that OWNIT is able to respond adequately.
- If the performance of Services by OWNIT leads to OWNIT’s liability, that liability is limited to the total amount invoiced in the context of the Agreement, but only with regard to the direct damage suffered by the Client, unless the damage is the result of intentional or (un)intentional recklessness on the part of OWNIT. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, determine the cause of damage, direct damage, liability and the manner of recovery.
- OWNIT expressly excludes all liability for consequential damage. OWNIT is not liable for indirect damage, loss of profits, loss of profit and / or loss, missed savings, damage due to business interruption, loss of capital, loss due to delay, interest damage and immaterial damage.
- The Client indemnifies OWNIT against all claims from third parties as a result of a defect as a result of a service provided by the Client to a third party and also consisted of Services provided by OWNIT, unless the Client can demonstrate that the damage was caused exclusively by the service from OWNIT.
- Any advice provided by OWNIT on the basis of incomplete and / or incorrect information provided by the Client is never grounds for OWNIT’s liability.
- The content of the advice provided by OWNIT is not binding and only advisory in nature. The client decides itself and on its own responsibility whether it will follow OWNIT’s proposals and advice referred to therein. All consequences arising from the follow-up of the advice are at the expense and risk of the Client. The client is at all times free to make its own choices that deviate from the advice provided or completed by OWNIT. OWNIT is not bound by any form of refund if this is the case.
- If a third party is engaged by or on behalf of the Client, OWNIT is never liable for the actions and advice of the third party engaged by the Client as well as the processing of results (of advice drawn up) of the third party engaged by the Client in OWNIT’s own advice.
- OWNIT does not guarantee the correct and complete transmission of the content of and e-mail sent by / on behalf of OWNIT, nor the timely receipt thereof.
- All claims of the Client due to shortcomings on the part of OWNIT lapse if they are not reported to OWNIT in writing and with reasons within one year after the Client was aware or could reasonably have been aware of the facts on which it bases its claims. One year after the termination of the Agreement between the parties, OWNIT’s liability expires.
Article 16 – Confidentiality
- OWNIT and the Client undertake to maintain the confidentiality of all confidential information obtained in the context of an assignment. Confidentiality arises from the assignment and must also be assumed if it can reasonably be expected that it concerns confidential information. The confidentiality does not apply if the information in question is already public / generally known, the information is not confidential and / or the information has not been made known to OWNIT during the Agreement and / or has been obtained by OWNIT in another way.
- In particular, confidentiality pertains to advice, reports, designs, working methods and / or reports drawn up by OWNIT regarding the Client’s assignment. The Client is expressly prohibited from sharing the content thereof with employees who are not authorized to take note of it and with (unauthorized) third parties. Furthermore, OWNIT always exercises the required care in handling all business-sensitive information provided by the Client.
- If OWNIT is obliged on the basis of a statutory provision or a court decision to (partly) provide the confidential information to a third party designated by law or authorized judge or designated third party and OWNIT cannot invoke a compensation, this does not give the Client a ground for dissolution of the Agreement.
- For the transfer or dissemination of information to third parties and / or publication of statements, advice or productions provided by OWNIT to third parties, the written permission of OWNIT is required, unless such permission has been expressly agreed in advance. The Client will indemnify OWNIT against all claims from such third parties as a result of relying on such information that has been disseminated without the written consent of OWNIT.
- OWNIT and the Client also impose the obligation of confidentiality on third parties to be engaged by them.
Article 17 – Intellectual Property Rights
- All IP rights and copyrights of OWNIT, including in any case, but not limited to all designs, models, reports and advice, rest exclusively with OWNIT and are not transferred to the Client unless expressly agreed otherwise.
- If it has been agreed that one or more of the aforementioned items or works of OWNIT will be transferred to the Client, OWNIT is entitled to conclude a separate Agreement for this and to demand appropriate monetary compensation from the Client. Such a fee must be paid by the Client before it obtains the relevant goods or works with the IP rights attached to them.
- The Client is prohibited from disclosing and / or multiplying, changing or making available to third parties (including use for commercial purposes) all documents and software on which OWNIT’s IP rights and copyrights rest without express prior written permission. from OWNIT. If the Client wishes to make changes to items delivered by OWNIT, OWNIT must explicitly agree to the intended changes.
- The Client is prohibited from using the goods and documents on which OWNIT’s intellectual property rights rest other than as agreed in the Agreement.
- The parties will inform each other and take joint measures if an infringement of IP rights occurs.
Article 18 – Indemnity and accuracy of information
- The Client is responsible for the correctness, reliability and completeness of all data, information, documents and /or records, in whatever form it provides to OWNIT in the context of an Agreement, as well as for the data it receives and/or has been obtained from third parties and which have been provided to OWNIT for the performance of the Service.
- The Client indemnifies OWNIT against any liability resulting from non-compliance or late fulfillment of its obligations with regard to the timely provision of all correct, reliable and complete data, information, documents and / or records.
- The Client indemnifies OWNIT against all claims from the Client and third parties engaged by it or working for it, as well as from the Client’s customers, based on the failure to obtain any subsidies and / or permissions required in the context of the implementation of the Agreement.
- The Client indemnifies OWNIT against all claims from third parties arising from the work performed on behalf of the Client, including but not limited to intellectual property rights to the data and information provided by the Client that can be used in the performance of the Agreement and / or the acts or omissions of the Client towards third parties.
- If the Client provides OWNIT with electronic files, software or information carriers, the Client guarantees that these are free from viruses and defects.
Article 19 – Complaints
- If the Client is not satisfied with OWNIT’s service or otherwise has complaints about the performance of its assignment, the Client is obliged to report these complaints as soon as possible, but no later than 7 calendar days after the relevant cause that led to the complaint. Complaints can be reported verbally or in writing via firstname.lastname@example.org with the subject “Complaint“.
- The complaint must be sufficiently substantiated and / or explained by the Client if OWNIT is to be able to process the complaint.
- OWNIT will respond substantively to the complaint as soon as possible, but no later than 7 calendar days after receipt of the complaint.
- The parties will try to find a solution together.
Article 20 – Applicable law
- The legal relationship between OWNIT and the Client is governed by Dutch law.
- OWNIT has the right to change these general terms and conditions and will notify the Client thereof.
- In case of translations of these general terms and conditions, the Dutch version will prevail.
- All disputes arising from or as a result of the Agreement between OWNIT and the Client will be settled by the competent court of the Amsterdam District Court, unless mandatory provisions of law designate another competent court.
Amstelveen, 18 april 2021.