General Terms and Conditions of Mindlift Learning
Mindlift Learning is registered with the Chamber of Commerce under number 53346688 and is located at Eendrachtlaan 114 (3526 LB) in Utrecht. Customer service is available at +31850161492 on business days between 10:00 and 16:00 (standard European Time Zone).
Article 1 Terms
- In these general terms and conditions the following terms have the following meanings, unless explicitly stated otherwise.
- Company: The natural or legal person trading as a professional or business.
- Client: the Company entering into a (remote) Agreement with the Service Provider.
- Service Provider: the legal person that provides services (remotely) to the Client, hereinafter referred to as: Mindlift Learning.
- Offer: Any written Offer to the Client for the provision of Services by the Service Provider.
- Services: the services Offered by Mindlift Learning include coaching, online courses, workshops, training courses and more.
- Products: the Product that Mindlift Learning offers is the book “Mindlift. Mental Fitness for the Modern Brain”.
- Order: the execution of the Agreement by Mindlift Learning with respect to the services or Product requested by the Client.
- Agreement: the Agreement for the provision of services commissioned by the Client.
- The website used by Mindlift Learning is https:// www.mindlift.com.
Article 2 Applicability
- These general terms and conditions apply to every Mindlift Learning Offer, every Agreement between Mindlift Learning and the Client and to every service offered by Mindlift Learning.
- Prior to the conclusion of a (remote) Agreement, the Client will be provided with these general terms and conditions. If this is not reasonably possible, Mindlift Learning will inform the Client on how the Client can view the general terms and conditions, which is published on the Mindlift Learning website so that the Client can easily save these general terms and conditions on a durable data carrier.
- The possible applicability of general terms and conditions of the Client and third parties is expressly rejected.
- Deviation from these general terms and conditions is essetially not possible. In exceptional situations, it is possible to deviate from these general terms and conditions if this has been explicitly agreed upon in writing with Mindlift Learning. The Client’s terms and conditions are not explicitly inapplicable.
- These general terms and conditions also apply to additional, amended and follow-up Orders from the Client.
- If one or more provisions of these general terms and conditions are partially or completely invalid or are annulled, the remaining provisions of these general terms and conditions will be maintained, and the invalid/annulled provision(s) will be replaced by a provision with the same purport as 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 accordance with these general terms and conditions.
- The applicability of Articles 7:404 and 7:407(2) of the Dutch Civil Code is explicitly excluded.
Article 3 The Offer
- All Offers made by Mindlift Learning 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.
- The Offers of Mindlift Learning are without obligation. Mindlift Learning is only bound by an Offer if acceptance is confirmed in writing by the Client within 14 days. Nevertheless, Mindlift Learning has the right to refuse an Agreement with a potential Client for a well-founded reason for Mindlift Learning.
- The Offer contains a complete and accurate description of the services offered. The description is so detailed that Client is able to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind Mindlift Learning. Any images and specific data in the Offer are only an indication and cannot be a ground for any compensation or the dissolution of the Agreement.
- Delivery times included in the Mindlift Learning Offer are indicative and, if exceeded, will not give the Client any right to dissolution or compensation, unless explicitly agreed otherwise.
- A compound quotation does not oblige Mindlift Learning to deliver part of the items included in the Offer or quotation for a corresponding part of the quoted price.
Article 4 Realisation of the Agreement
- The Agreement comes into effect at the moment that the Client has accepted an Offer of Mindlift Learning.
- If the Client has accepted the Offer by giving an Order to Mindlift Learning, Mindlift Learning will confirm the Client’s Order in writing by e-mail. Each Offer is valid for a maximum of 14 days, after which Mindlift Learning can no longer be held to an Offer.
- Mindlift Learning will not be bound by an Offer if the Client could reasonably have expected or should have understood that the Offer contains an obvious mistake or typographical error. The Client cannot derive any rights from this mistake or error.
- An Offer is only valid if made in writing by Mindlift Learning to the Client.
- In principle, the right of withdrawal does not apply to the retreat.
- If the Client cancels an Order already confirmed with regard to a lecture, the costs actually incurred will be charged to the Client, as well as at least 50% of the agreed price as laid down in the Agreement.
Article 5 Duration of the Agreement
- If and insofar as an Agreement has been concluded between the Client and Mindlift Learning, the duration of this Agreement shall be in accordance with what the parties have agreed.
- Both the Client and Mindlift Learning may dissolve the Agreement on the basis of an attributable failure to comply with the Agreement only if the other party has been given notice of default in writing, as well as a reasonable period of time to comply with its obligations, and it fails imputably in this respect. This also includes the payment and cooperation obligations of the Client.
- The dissolution of the Agreement shall not affect the payment obligations of the Client if Mindlift Learning has performed work or provided services at the time of dissolution. The Client must pay the agreed fee.
- The Client is not authorised to terminate an Agreement prematurely. The Client, being a consumer, can cancel an Agreement free of charge up to 48 hours before the start date of a course. After this, at least 50% of the agreed amount will be charged.
- If the Client terminates the Agreement prematurely, he shall owe at least 50% of the agreed price. This amount may be increased by costs incurred by Mindlift Learning for travel and accommodation costs, as well as costs for the location and other costs to be incurred by the Client.
- Both the Client and Mindlift Learning can terminate the Agreement in whole or in part in writing without further notice of default with immediate effect in the event that one of the parties is in suspension of payment, has filed for bankruptcy or the Company in question is liquidated or otherwise than by merging or restructuring the Company. If a situation such as that mentioned above arises, Mindlift Learning will never be obliged to refund any money already received and/or compensation for damages.
Article 6 Additional work and amendments
- If, during the execution of the Agreement, it appears that the Agreement needs to be adjusted and/or supplemented, or if, at the request of the Client, further work is necessary to achieve the desired result of the Client, the Client is obliged to pay for this additional work in accordance with the agreed rate. Mindlift Learning is not obliged to comply with this request, and may require the Client to enter into a separate Agreement for this purpose.
- If and insofar as a fixed price has been agreed upon for the provision of certain services, and the performance of those services leads to extra (urgent) work that cannot reasonably be deemed to be included in the fixed price, Mindlift Learning shall be entitled, after consultation with the Client, to charge these costs to the Client.
Article 7 Prices and payment
- All prices are exclusive of VAT in the course of the Client’s profession or business. For Consumers, the price includes VAT. If Mindlift Learning carries out all or part of the assignment at the Client’s location or, at the Client’s request, at an external location, additional costs (travel and accommodation expenses and parking fees) may be charged. This will be discussed with the Client in advance.
- In the event of urgency, or if Mindlift Learning has to perform its work urgently based on instructions from the Client, the Client is obliged to reimburse the additional costs of the urgency.
- If Parties have agreed on a down payment, this down payment must be paid by the Client before Mindlift Learning commences its activities.
- The Client cannot derive any rights or expectations from a budget issued in advance, unless the parties have explicitly agreed otherwise.
- In the event of a periodic payment obligation on the part of the Client, Mindlift Learning is authorised to adjust the applicable prices and rates (only) in writing in accordance with the terms and conditions of the Agreement, with due observance of a period of at least three months.
- The Client is obliged to pay for the services of Mindlift Learning as stated in the Agreement, and must pay the agreed amount within 14 days from the invoice date.
- The Client must pay these costs at once, per invoice, to the account number and details of Mindlift Learning made known to him. Except in very special circumstances, the Client may only agree on a further term in which the amount due is to be paid with the explicit and written consent of Mindlift Learning.
- If explicitly agreed, the Customer must pay the amount owed per prepayment before Mindlift Learning commences its services.
Article 8 Collection policy
- If the Client does not fulfil the payment obligation, and has not fulfilled this obligation within the payment term of 14 days, the Client (if he has done the job in as a professional or a business without further notice of default) will be in default and the Client will receive a written reminder with a request to pay the amount due within the term set therein.
- From the date that the Client is in default, Mindlift Learning will, without further notice of default being required, claim the statutory (commercial) interest (being at least 5% per annum) 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 in accordance with the graduated scale from the decree on compensation for extrajudicial collection costs of 1 July 2012.
- If Mindlift Learning has incurred more or higher costs which are reasonably necessary, these costs are eligible for reimbursement. Judicial and execution costs incurred are also at the expense of the Client.
Article 9 Implementation of the Agreement
- Mindlift Learning will make every effort to implement the Agreement with the utmost care as may be required of a good contractor. All services are performed on the basis of an obligation to perform to the best of one’s abilities, unless a result has been explicitly agreed upon in writing, which has been described in detail.
- In executing the services, Mindlift Learning is not obliged or required to follow the instructions of the Client if this alters the content or scope of the agreed services. If the instructions result in additional work for Mindlift Learning, the Client will be obliged to reimburse the additional costs accordingly.
- The Client ensures that all information which Mindlift Learning indicates is necessary or which the Client should reasonably understand is necessary for the implementation of the Agreement, is provided to Mindlift Learning in a timely manner. If the information required for the implementation of the Agreement is not provided to Mindlift Learning in a timely manner, Mindlift Learning is entitled to suspend the implementation of the Agreement and/or to charge the additional costs arising from the delay to the Client in accordance with its usual rates.
- Mindlift Learning is entitled to engage third parties for the implementation of the services at its own discretion.
- Mindlift Learning is not liable for damage, of whatever nature, caused by Mindlift Learning based on incorrect and/or incomplete information provided by the Client.
- If work is performed by Mindlift Learning or third parties engaged by Mindlift Learning in the context of the instruction at the location of the Client or a location designated by the Client, the Client shall provide the facilities reasonably required free of charge.
Article 10 Client’s obligations
- In the event of replacement of a participant, due to unforeseen circumstances on the part of the participant and/or the Client, the latter must inform Mindlift Learning of this as soon as possible.
- The Client must comply with the minimum and maximum number of participants for the service in question. If there are too few participants, the service in question can be cancelled by Mindlift Learning. If possible, the service can be moved to another date and/or location. If this is not possible, the Client will receive paid funds back.
- If explicitly agreed, the Client must, at the first request of Mindlift Learning, arrange for the provision of the requested facilities (such as a representative room, Beamer, flipchart, etc.).
Article 11 Conditions for Retreat
- The services provided by the retreat are covered by the travel contract in Book 7, Title 7A of the Dutch Civil Code.
- The Client can apply for the Retreat as long as the Offer is valid. There may be additional conditions to be met by the Client.
- The travel contract can be changed in consultation with Mindlift Learning. Mindlift Learning will inform the Client as soon as possible if any costs are involved. Changes can only be made up to one month prior to the commencement date, unless otherwise indicated by Mindlift Learning.
- The travel contract can only be cancelled free of charge up to one month before the commencement date. After this, the contract can be cancelled up to two weeks before the commencement date with a maximum refund of 50% of the agreed amount. If the Client has not yet paid the full amount, Mindlift Learning must be consulted about any refund.
- During the retreat, some activities can be organised. If the Client suffers from health complaints, use of medication or other circumstances that may influence participation in the activities, the Client must report this to Mindlift Learning in a timely manner. The Client is responsible for participation in these activities. All damage suffered by the Client during the retreat as a result of not reporting relevant information, is explicitly at the risk and expense of the Client.
Article 12 (Re)Delivery
- If the commencement, progress or (re)delivery of the services or work is delayed because, for example, the Client has not provided all requested information or has not provided all requested information on time, provides insufficient assistance, the advance payment has not been received on time by Mindlift Learning or due to other circumstances that are at the expense and risk of the Client, Mindlift Learning is entitled to a reasonable extension of the term of (re)delivery.
- All damage and additional costs resulting from a delay due to a cause referred to in paragraph 1 will be at the expense and risk of the Client and Mindlift Learning will charge the costs to the Client.
- If it concerns a step-by-step execution, or if the Client needs to give its approval, Mindlift Learning is entitled to suspend the execution of the Agreement until the moment the Client has given its approval.
- Mindlift Learning makes every effort to provide its services within the agreed period of time, insofar as this can reasonably be expected of it. In the event of urgency, the Client is obliged to reimburse Mindlift Learning for the additional costs involved.
- The nature of Mindlift Learning’s activities means that work can only commence once all the necessary information has been provided by the Client. The Client will bear the risk and any (damage) if he/she has not provided the necessary information in a timely manner, and expressly indemnifies Mindlift Learning against all consequences and possible resulting damage for the Client and Mindlift Learning.
- If the Client has purchased a Product from Mindlift Learning, the Client is entitled to return the book only if the book is in good condition, without damage. A buyer may only exercise its right of withdrawal within 14 days after purchase has been made.
Article 13 Transfer of risk
The risk of theft and loss, misappropriation or damage to data, documents, software, data files and/or items used, created or supplied in the context of the execution of the Agreement is transferred to the Client as soon as they are actually made available to the Client.
Article 14 Retention of title
- All items delivered by Mindlift Learning remains the property of Mindlift Learning until the Buyer has complied with all following obligations under all Agreements concluded with Mindlift Learning.
- The buyer is not authorised to pledge or encumber the goods subject to the retention of title in any other way.
- If third parties seize goods delivered under retention of title or wish to establish or assert rights to them, the buyer is obliged to inform Mindlift Learning of this as soon as can reasonably be expected.
- The buyer undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection upon first request.
- In the event that Mindlift Learning wishes to exercise its property rights referred to in this article, the buyer hereby grants unconditional and irrevocable permission to Mindlift Learning or third parties to be appointed by Mindlift Learning to enter all places where Mindlift Learning’s property is located and to repossess those items.
- Mindlift Learning has the right to retain the Product(s) purchased by the Buyer if the Buyer has not (fully) fulfilled its payment obligations, despite an obligation of Mindlift Learning to transfer or issuance. After the Buyer has fulfilled his obligations, Mindlift Learning will deliver the purchased Products to the Buyer as soon as possible, but at the latest within 20 working days.
- Costs and other (consequential) damage as a result of keeping the purchased Products in possession is at the expense and risk of the Buyer and will be reimbursed to Mindlift Learning by the Buyer on first request.
Article 15 Privacy, data processing and security
- Mindlift Learning treats the (personal) data of the Client and users of the website with care and will only use them in accordance with the privacy statement. If requested, Mindlift Learning will inform the person concerned. Questions about the processing of personal data and further information can be sent by e-mail to email@example.com.
- The Client is responsible for the processing of data that is processed using a Mindlift Learning service. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. Within this framework, the Client indemnifies Mindlift Learning against any (legal) claim related to these data or the implementation of the Agreement.
- If Mindlift Learning is required by the Agreement to provide security for information, this security will comply with the agreed specifications and a level of security that is not unreasonable in view of the state of the art, the sensitivity of the information and the associated costs.
- All information obtained within the framework of the Agreement will be treated confidentially and with the utmost care.
Article 16 Suspension
- Mindlift Learning is entitled to retain the data, data files, software and other items received or realised by the Client if the latter has not yet (fully) fulfilled its payment obligations, regardless of whether it would have been obliged to do so had it been paid.
- Mindlift Learning is authorised to suspend the fulfilment of its obligations as soon as the Client is in default with the fulfilment of any obligation arising from the Agreement, including late payment of its invoices. The suspension will be confirmed to the Client in writing immediately. In that case, Mindlift Learning will not be liable for damage, in whatever form, resulting from the suspension of its activities.
Article 17 Force majeure
- Mindlift Learning is not liable if, as a result of a force majeure situation, they are unable to fulfil their obligations under the Agreement.
- Force majeure on the part of Mindlift Learning is in any case understood to mean, but is not limited to: (i) force majeure on the part of suppliers of Mindlift Learning, (ii) failure to properly fulfil obligations of suppliers prescribed or recommended by the Client to Mindlift Learning, (iii) defects in goods, equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi) failure of the internet, data network and telecommunication facilities (for example as a result of: cybercrime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems and (x) other situations which, in the opinion of Mindlift Learning, fall outside its sphere of influence which temporarily or permanently prevent it from fulfilling its obligations.
- If a situation of force majeure lasts longer than 2 months, the Agreement may be dissolved in writing by either party. In the event that any performance has already been made on the basis of the Agreement, payment will be made on a pro rata basis, without any liability on the part of either party towards each other.
Article 18 Limitation of liability
- If the provision of services and/or performance of Orders by Mindlift Learning leads to liability on the part of Mindlift Learning, such liability is limited to the costs charged in connection with the Order, in the event of an attributable shortcoming in the compliance with the Agreement or in the event that damage has otherwise arisen.
- Mindlift Learning is not liable for consequential damage, indirect damage, trading loss, loss of profit and/or losses, missed savings, damage due to business stagnation and damage resulting from the use of services provided by Mindlift Learning.
- The amount of compensation is further limited to the amount paid out by Mindlift Learning’s liability insurance for each event per year.
- Mindlift Learning is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information on the website or that of linked websites.
- Mindlift Learning is not liable for errors and/or irregularities in the functionality of the website and/or the software, malfunctions or the unavailability of the website and/or software for whatever reason.
- Mindlift Learning does not guarantee the correct and complete transmission of the content of and e-mail sent by/on behalf of Mindlift Learning, nor its timely receipt.
- The Client guarantees the accuracy and completeness of the information and wishes provided with regard to the job. Mindlift Learning expressly excludes all liability for (consequential) damage.
- All claims of the Client due to shortcomings on the part of Mindlift Learning will lapse if these have not been reported to Mindlift Learning in writing, stating reasons, within one year after the Client was aware or could reasonably have been aware of the facts on which it bases its claims.
Article 19 Confidentiality
- Mindlift Learning and the Client undertake to maintain the confidentiality of all confidential information obtained in the context of the Order. Confidentiality ensues from the Order or that which can reasonably be expected to involve confidential information.
- In particular, the confidentiality relates to advice and/or reports drawn up by Mindlift Learning regarding the Client’s instructions. The Client is expressly prohibited from sharing the content thereof with employees who are not authorised to have knowledge of it and with (unauthorised) third parties. The Client must delete the advice and/or report at the request of Mindlift Learning. In the event of a breach of this stipulation, Mindlift Learning is entitled to recover the material and immaterial damage suffered from the Client.
- If Mindlift Learning is required on the basis of a statutory provision or a judicial decision to (also) provide the confidential information to a third party indicated by law or a competent court, and Mindlift Learning cannot invoke a right to refuse to give evidence, Mindlift Learning will not be obliged to pay any compensation and the Client will not be entitled to dissolve the Agreement.
- Mindlift Learning and the Client will also impose the confidentiality obligation on third parties to be engaged by them.
Article 20 Intellectual Property Rights
- All IP rights and copyrights of Mindlift Learning belong exclusively to Mindlift Learning and are not transferred to Client.
- The Client is prohibited from disclosing and/or reproducing, altering or making available to third parties all documents and software covered by the IP rights and copyrights of Mindlift Learning without the express prior written consent of Mindlift Learning and an agreed financial compensation. If the Client wishes to make changes to items delivered by Mindlift Learning, Mindlift Learning must explicitly agree to the intended changes.
- The Client is prohibited from using the Products on which Mindlift Learning’s intellectual property rights are based otherwise than agreed upon in the Agreement.
- Any infringement by the Client of Mindlift Learning’s intellectual property rights shall be punishable by a one-off fine of € 15,000 (in words: fifteen thousand euros) and a fine of € 500 (in words: five hundred euros) for each day that the infringement continues.
- Mindlift Learning can, for promotional and advertising purposes, take pictures of the services it provides and publish them on its website and/or social media channels.
Article 21 Protection and accuracy of information
- The Client is responsible for the correctness, reliability and completeness of all data, information, documents and/or records it provides to Mindlift Learning in the context of the Order. Even if these data originate from third parties, the Client is responsible for this.
- The Client indemnifies Mindlift Learning against any liability as a result of not or not timely fulfilling the obligations under the previous paragraph.
- The Client indemnifies Mindlift Learning against claims by third parties regarding intellectual property rights on the data and information provided by the Client, which can be used in the execution of the Order or Agreement, as well as regarding the content of the advice and reports drawn up by Mindlift Learning.
- If the Client provides electronic files, software or information carriers to Mindlift Learning, the Client guarantees that these are free of viruses and defects.
Article 22 Complaints
- If the Client is not satisfied with the service or Products of Mindlift Learning or otherwise has complaints about the execution of the Order, the Client is obliged to report these complaints as soon as possible, but at the latest within 2 weeks after the relevant reason that led to the complaint. Complaints can be reported via firstname.lastname@example.org with the subject “Complaint”.
- The complaint must be sufficiently substantiated and/or explained by the Client in Order for Mindlift Learning to be able to deal with the complaint.
- Mindlift Learning will respond to the content of the complaint as soon as possible, but at the latest within 14 days after receipt of the complaint.
- The parties will try to reach a solution together.
Article 23 Applicable law
- The legal relationship between Mindlift Learning and the Client is governed by Dutch law. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
- Mindlift Learning may unilaterally amend these general terms and conditions. The most current version can be found on the website.
- All disputes arising from or as a result of the Agreement between Mindlift Learning and the Client will be resolved by the competent court of Utrecht, unless provisions of mandatory law designate another competent court.