NewLanguage

For the purposes of these general terms and conditions, the following definitions shall apply:

1. BoB: Best of Breed bv, a company having its registered office in Amsterdam, the Netherlands and with Chamber of Commerce registration number 6183 2405, inter alia carrying on business under the name Best of Breed Training, NewLanguage Training and Opleiding.TV.
2. Client: Each company, institution or person who has entered into negotiations with BoB for an Assignment, or who has given an Assignment to BoB.
3. Assignment: Any assignment in the broadest sense of the word given to BoB by a Client to provide products and/or services in relation to business development, consultancy, coaching, instruction, secondment, text services, training, translations, website development and Other Services such as typically mentioned on BoB's website(s).
4. Order Confirmation: The Assignment may be confirmed by way of a written Order Confirmation, which contains the main features of the Assignment and on foot of which an invoice will be compiled. Alternatively, the Order Confirmation may take place via an electronic subscription-oriented platform seeking a Mandate from the Client.
5. Mandate: BoB may opt to use an electronic platform for collection of payments due. The platform currently in use is Netherlands-based Mollie in conjunction with Chargebee. The platform will seek a Mandate to collect funds automatically from the Client’s bank account and/or credit card. At its sole discretion, BoB may from time to time opt to choose a different manner of collecting.
6. Training Programme: A training programme, coaching, retraining, supplementary training, study or theme day, seminar or any other type of training organised by BoB. A Training Programme can comprise one or more lessons or sessions (which can be spread over a period of time) and is (also) normally classified as “in-company”, “(open) group” or “custom project”. A Training Programme can be offered and conducted wholly or in part at a distance (by telephone, internet or otherwise).
7. Participant: The person registered by the Client to take part in a Training Programme that is organised by BoB, which may include the Client itself.
8. Registration: The Enrolment of a Participant in a Training Programme whereby an agreement for the receiving of instruction is entered into.
9. Educational Material:Training Programme, educational or instructional material, documentation, lecture notes, syllabuses, e-learning software or any other material that is used for a Training Programme or Assignment.

1. These general terms and conditions shall apply to all quotations and offers made by BoB and to all agreements entered into by BoB, unless otherwise specifically agreed in writing.
2. The Client signifies acceptance of the application of these general terms and conditions by the act of giving an Assignment and/or Mandate. The applicability of the general terms and conditions of the Client, regardless of the name they are given, is hereby expressly excluded.
3. If the Client arranges Registration on behalf of a Participant(s), the Client is under a duty to BoB to acquaint the Participant(s) with these general terms and conditions and to ensure that the Participant(s) observe them. In the event that BoB is unable to invoke the provisions of these general terms and conditions against the Participant(s) because the Client has violated the aforementioned obligation, the Client shall indemnify BoB against all claims made by the Participant(s).

1. An Assignment shall be binding on BoB only after it has been confirmed by BoB in a written Order Confirmation and/or if the Mandate has been issued.
2. Any changes made to the Assignment by the Client are binding on BoB only in so far as they have been accepted by BoB in writing, or in so far as BoB has actually started to implement the changed Assignment.
3. All statements and/or references made to or about the products and services are made to the best of BoB knowledge, however some slight deviation may reasonably occur.
4. Minor errors in work supplied by BoB do not constitute grounds for rejecting the product, the service or its delivery, or for changing the price that has been agreed upon.

1. All prices are exclusive of VAT, unless expressly stated otherwise. BoB is entitled to pass on each change in VAT rates to the Client.

2. The numbers and aptitude of the Participant(s), and any changes that need to be made to the subject matter to be discussed and/ or any adaptations that need to be made in response to specific circumstances once the course has begun and which could not reasonably have been foreseen, may mean that the actual duration of the Assignment or Training Programme is shorter or longer than initially indicated by BoB. BoB is entitled to adjust the price according to the actual situation and/or circumstances at its own discretion. BoB shall notify the Client and/or Participant of any such adjustment.

3. Changes in or to an Assignment may result in adjustments being made to the price and/or the original schedule and delivery time agreed upon. These changes do not constitute grounds for rescinding the agreement.

4. All prices mentioned exclude a 5% administration charge which will be calculated over the invoice value, unless expressly agreed in writing otherwise.

1. All delivery periods quoted by BoB are, to the best of its knowledge, fixed on the basis of information available to it at the time that the agreement was made. Delivery periods shall not be binding, unless expressly agreed otherwise in writing.
2. BoB is not bound by delivery periods that can no longer be observed as a result of unforeseen circumstances which arose after the agreement was entered into. In the event that any period of time is about to be exceeded, BoB and the Client shall consult with one another about this as soon as possible.

1. The Client shall settle invoices no later than 15 days after the date on the invoice, unless expressly agreed otherwise. Furthermore, invoices relating to a subscription service and covered by a Mandate will be payable in full up-front.
2. In the event that payments are not made in time, the Client shall immediately be deemed to be in default, without any further default notice being necessary.
3. The Client shall be liable, leaving its other obligations intact, to pay statutory interest on the outstanding amounts from the date on which the invoice became due up to the day on which full payment is received.
4. All costs incurred by BoB in the course of recovering the money that is owed to it, shall be for expense of the Client. These costs shall amount to at least 10% of the amount due, subject to a minimum of €450.
5. BoB is entitled to demand a guarantee of payment at all times, both before and after making an agreement. If it so wishes, BoB may suspend the carrying out of an agreement until such time as a guarantee has been issued and/or (a full or partial) advance payment has been received by BoB.
6. Claims made in respect of an Assignment, must be submitted in writing within seven days of delivery. The submission of a claim does not constitute grounds for suspending or refusing payment.

1. The admission of a Participant on the grounds that he meets the admission standards set by BoB is no guarantee that the Participant will successfully complete the Training Programme. If a Training Programme is organised in collaboration with a Client, it is in principle up to the Client to select the Participants. In this case, the Client shall comply as far as possible with the admission standards set by BoB.
   
2. BoB is entitled to exclude Participants who obstruct the normal conduct of the Training Programme through their behaviour or in any other manner, from further participation in the Training Programme. Exclusion does not affect any obligation to pay the programme fee that has been agreed upon.
   
3. Programme times and dates shall be observed strictly, with the exception of circumstances of force majeure. BoB is not obliged to repeat lessons for Participants who were prevented from attending those lessons.The payment of any missed lessons remains due and owing.
   
4. In principle, duplicate copies of Educational Material will not be available. BoB may, at its own discretion, deviate from this rule when, in view of special circumstances, it deems this to be fair. In this case, the duplicate copies will be made available at a charge.
   

1. The copyright and/or any other intellectual property rights arising from or related to an Assignment carried out by BoB are held by BoB, unless the parties have expressly agreed otherwise in writing.
2. The Client may use the (data, results, knowledge and skills acquired by/through the) Assignment solely for its own benefit. Without express prior written consent from BoB, it is not allowed to monetise the results, knowledge and skills acquired by/through the Assignment to third parties, in any manner whatsoever.
3. BoB explicitly reserves the right to use the (personal) data acquired through an Assignment for the Client for the marketing of its own services or those of affiliated companies. Such data are deemed to include contact details of the staff members, subcontractors and prospect information acquired whilst carrying out the Assignment for the Client.

1. BoB's liability is limited in all cases to the value of the invoice issued for the part of the agreement that gives rise to liability. Liability includes legal liability for members of staff and for third parties engaged by them, for pecuniary and non-pecuniary damage, including consequential damage, the cause of which can clearly be imputed to BoB.
2. BoB accepts no liability for damage to the (personal) property of Participants or the Client.
3. The Client is solely and fully liable and responsible for the accuracy, unambiguity and completeness of the information and/or instructions in the fullest sense of the words provided by it to BoB for the development and/or compilation and/or execution of any type of work. At the same time the Client declares that the development and/or compilation of any type of work on the basis of the material it has provided does not affect the intellectual property rights of third parties, and does not violate any other right. The Client shall indemnify BoB against all claims made by third parties in that respect.
4. Any type of work that is developed and/or compiled by BoB as a result of or in relation to an Assignment or any other type of work, has been compiled with the greatest care and to the best of BoB knowledge. However BoB cannot guarantee its accuracy and completeness in any way whatsoever. BoB does not accept liability for damage of any kind whatsoever that results from actions and/or decisions that are based on the materials and works referred to above. The of any type of work, in any manner whatsoever, shall be decided solely by the Client and shall be done entirely at the Client’s own cost and risk.
5. BoB undertakes to store all corporate information made available to it by the Client with proper care. BoB will make this information available to third parties for inspection or use or publication only after prior consultation with the Client. BoB may potentially make free use of any information made available to BoB by the Client and/or Participant when carrying out the Assignment, unless otherwise agreed in writing.

1. BoB shall be entitled at all times to cancel an Assignment and/or to refuse an Application, without being obliged to pay compensation for damage or costs.
2. The Client or Participant may only cancel an Assignment in writing and with adherence to the cancellation periods mentioned in the Order Confirmation, unless specifically agreed otherwise in writing. In the absence of which, the following shall apply: When cancellation is made up to four weeks prior to the scheduled starting date, 50% of the fee shall be payable together with any compensation that may be due in accordance with Clause 10.6.When cancellation is between four and two weeks prior to the scheduled starting date, 75% of the fee shall be payable together with any compensation that may be due in accordance with Clause 10.6. When cancellation is made within two weeks of the scheduled starting date or once the Training Programme is underway, the full fee is payable. If it so wishes the Client may register one or more substitute Participants. In addition to the full Training Programme fee this shall be subject to additional administrative costs of €200 for each substitute Participant.
3. The Client or Participant may postpone an In-company or individual Training Programme lesson to the next scheduled lesson up to thirty working days respectively prior to the date on which it is scheduled without incurring extra costs, excepting those costs that are due in accordance with Clause 10.6. Lessons that have not been taken within six months of the start of the Training Programme shall be cancelled.
4. A lesson in an open group Training Programme may only be cancelled in the event that all the Participants to that particular programme have been registered by one Client. In this case the same rules as those set out in Clause 10.3 for the cancellation of an In-company Training Programme shall apply.
5. The Client is entitled to terminate an agreement which does not relate to the organisation of the Training Programme before the proper time by means of a registered letter.The Client shall then be obliged to pay 100% of the value of the invoice for that part of the Assignment that has already been completed prior to the date of termination. Furthermore, this amount shall be increased by 75% of the value of the invoice for that part of the Assignment that would have been completed during the six weeks following termination, as well as any compensation that may be due in accordance with Clause 10.6. 
6. In the event that the Client decides to cancel an Assignment or to postpone lesson(s), BoB shall be entitled to charge the Client for costs that it has already incurred, and for costs relating to commitments that it has already made (inter alia for the research, development and production of specific material required for an assignment, the booking of personnel, travel facilities and external training locations), with a minimum of €200.

1. In the event that, in BoB's reasonable opinion, a situation of force majeure so requires, it shall be entitled to terminate the agreement wholly or in part, or to suspend the carrying out of the agreement temporarily without being liable to pay any indemnification. Any monies paid in advance by the Client will be reimbursed by BoB's pro rata, less 25% of the total value of the invoice to reimburse the costs that have already been incurred by BoB's. If the amount that has already paid is less than 25% of the total value of the invoice, no reimbursement shall be made.

2. In the event that the force majeure relates to a set Training Programme meeting, BoB will endeavour, in so far as this is possible, to schedule a different time or date for this meeting.

BoB may rescind the agreement with the Client by means of a registered letter with immediate effect without legal intervention and without liability to pay any compensation in that respect, in the event that:

1. The Client applies for a suspension of payments or files for bankruptcy or is declared bankrupt or makes an offer of composition, or if any part of its assets are subject to an attachment;
2. The Client discontinues its activities, fails to pursue the objectives set out in its Articles of Association, goes into liquidation, or loses its legal identity in any other way;
3. The Client or Participant fails to fulfil one or more of its obligations under the agreement or fails to fulfil them on time or fully and fails to rectify any such omission within 30 days of BoB pressing it to do so.

The above provision leaves BoB's other legal rights such as the right to claim performance and/or damages intact.

All agreements entered into with BoB are subject to Dutch law. All disputes shall to be tried by a competent judge in Amsterdam in so far as the Client fails to express a wish to have the dispute tried by a legally declared competent judge, within one month of BoB having invoked this provision.