General Terms & Conditions
General Terms and Conditions of Clear-Path, as of August 1st, 2023
1. Definition and Applicability
1. Definitions
2. The terms 'we' and 'us' refer to Clear-Path, located in Rijswijk, Netherlands, Chamber of Commerce number 84661275.
3. The terms 'you' and 'your' refer to the client, the candidate, or anyone else who enters into an agreement with us.
4. The terms 'services' and 'coaching' refer to the services and activities as outlined in Article 2 of these general terms and conditions.
1.2 These are the general terms and conditions of Clear-Path. These terms contain the agreements that you and we have made, and to which you and we must adhere when using our services. These terms apply:
1. If you and we have an agreement;
2. To issued offers;
3. To quotations and price quotations;
4. When we perform activities;
5. To deliveries and other legal acts.These general terms and conditions also apply when we enter into another agreement with you.
1.3 We may make agreements with you that differ from those stated in these general terms and conditions. These agreements are only valid if they are recorded in writing and you have agreed to them.
1.4 The agreements mentioned in Article 1.3 apply only to the agreement that has been concluded with you at that time. For other agreements, all terms and conditions apply.
1.5 If you refer to other general terms and conditions in your offer or correspondence, these terms do not apply. This also applies when other general terms and conditions contain a provision stating otherwise.
1.6 If any of the agreements in these general terms and conditions are not valid (void), an agreement that corresponds as closely as possible will automatically replace it. This also applies to other agreements for which we cannot claim.
2. Services and Activities
We provide, among other things, but not exclusively, the following services and activities:
For an up-to-date overview, visit our website www.clear-path.nl.
3. Offers, Quotations, and Deadlines
3.1 Neither you nor we are obligated when an offer is made, for example, with quotations and price quotations. This is different if this is clearly indicated.
3.2 Offers are valid for one (1) month after being sent. You have one month to respond. This period may be longer, but written agreements must be made.
3.3 All offers made by us are intended only for you. An offer, price quotation, and/or any other offer do not bind us to future agreements.
3.4 If there is a typographical error or obvious mistake in an offer or price quotation, and you could have understood this yourself, then the offer or price quotation is no longer valid. Please inform us so that we can send you an adjusted offer or price quotation.
3.5 It is not possible to accept a part of the offer/price quotation. Therefore, we are not obliged to carry out part of the assignment in the case of a composite offer/price quotation for the indicated part of the costs.
4. Conclusion of the Agreement
4.1 After an intake interview, we will prepare a support plan and/or offer based on your assistance request. The agreement is concluded by returning the completed and signed support plan and/or offer to us or by other written acceptance by you of an offer. The number of sessions, duration of the process, costs, and payment terms are included in the support plan and/or offer.
4.2 After receiving your written acceptance, we will schedule an appointment with you for the first session.
4.3 If you do not agree with our offer yet, we may still withdraw our offer. In that case, no agreement is established.
4.4 If you decide to make reservations or changes to the offer upon acceptance, an agreement will only be concluded when we have indicated in writing that we agree. This agreement in no way applies to the applicability of general terms and conditions used by you.
4.5 Complete or partial changes to the agreement are only possible after we have given written permission.
5. Execution of the Assignment
5.1 We are obliged to make efforts regarding the execution of the agreement. We will execute the agreement to the best of our insight and ability and in accordance with the requirements of good craftsmanship. We cannot guarantee that the desired result will be achieved with the activities and/or services. We are never liable for any damage to you or third parties resulting from the fact that the desired result has not been achieved, either partially or completely.
5.2 We perform the activities under the agreement at our own discretion and are also authorized to have certain activities performed by a third party appointed by us.
5.3 In case of illness or other force majeure situations, where we and/or a third party engaged by us are unable to provide coaching on a date agreed upon with you, we are entitled to postpone the guidance by one or more weeks. We will then make a new appointment with you.
5.4 Deadlines provided by us are only indicative and are never absolute deadlines. If we do not adhere to the deadline provided by us, you are not entitled to compensation, unless the damage is a result of intent or gross negligence on our part.
5.5 Coaching can be conducted in both the Dutch and English languages.
6. Prices and Rates
6.1 The prices and/or rates of coaching are specified in the guidance plan and/or the quotation. Prices previously used by us do not bind us for the future. In the case of a subsequent agreement, new agreements must be made regarding the prices.
6.2 We may increase the agreed price when one or more of the following circumstances occur after the conclusion of the agreement:
- An increase in the costs of (coaching) materials, packages, assessments, or other services necessary for the execution of the agreement.
- Circumstances of such a nature that they were not to be taken into account at the conclusion of the agreement, that cannot be attributed to us, and that increase the costs of the activities.
- Similar circumstances to the above.
- Circumstances as referred to in Article 7, paragraph 3.
You are obligated to pay the increased price, provided that this increase does not exceed 10% of the agreed price.
6.3 If we anticipate that the price increase will be more than 10% of the agreed price, we must notify you. This increase is at your expense, unless you inform us in writing within seven (7) days that you do not agree with the increase.
6.4 If you, in accordance with paragraph 3, inform us that you disagree with the price increase, we will consult with you regarding a possible modification of the agreement. Any agreed-upon changes to the agreement are only valid after being confirmed in writing by us and signed by both you and us.
6.5 If the consultation, as mentioned in paragraph 4, does not lead to a solution, both we and you are authorized to terminate the agreement, without any notice of default being necessary. In that case, you will still be required to pay for the work performed by us up until the moment of termination.
7. Modification of Services
7.1 We may modify the agreed-upon services when we believe it is necessary for the proper execution of the agreement.
7.2 If the modification of the services results in additional costs, Article 6 applies.
7.3 Supplementary requests and/or changes to the agreement made by you that lead to extra costs, for example due to changes in your request for assistance, will always be fully at your expense. Article 6, paragraphs 3, 4, and 5 explicitly do not apply.
8. Invoicing and Payment
8.1 Payment for the services is done through invoicing.
8.2 We kindly ask you to settle the invoice within fourteen (14) days after the invoice date to the bank or giro account indicated on the invoice. You are not allowed to set off any amounts. Additionally, you may not suspend payment.
8.3 If you do not pay within fourteen (14) days, you are immediately in default. We are not required to issue a formal notice of default. Starting from that moment (if you are not a consumer), you owe an interest of 1% per month (where a part of a month is considered as a full month) on the outstanding amount until full payment. The interest is calculated on the unpaid portion. This interest is also immediately due. If you are not a consumer, you are also obligated to pay 15% in extrajudicial collection costs on the outstanding amount, with a minimum of 150 euros.
8.4 If the statutory interest rate is higher than the contractual interest rate during a certain period, the statutory interest rate applies for that period instead of the contractual interest rate.
8.5 A payment made by you is first deducted from the collection costs, then from the due interest, and finally from the principal sum. If you have multiple unpaid invoices, the payment will be deducted first from the oldest invoice, then the second oldest, and so on.
8.6 If you disagree with the invoice, please inform us in writing within five (5) calendar days after the invoice has been sent. If you fail to do so, the invoice will be considered correct.
8.7 If we need to take legal action to enforce payment or performance, you are obligated to pay all legal costs, such as the costs for legal assistance and counsel, if we are wholly or partially successful.
9. Cancellation Policy
9.1 All provisions in this article apply only if you are a consumer.
9.2 You have the right to cancel the agreement within fourteen (14) days after it has been concluded (right of withdrawal).
9.3 If coaching, at your request, commences within the fourteen-day period mentioned in Article 9.2, you waive your right of withdrawal once the agreement has been fulfilled.
9.4 If the fourteen-day period mentioned in Article 9.2 has passed and you cancel the agreement up to four weeks before the start of the coaching, we will charge you 25% of the total amount.
9.5 If the fourteen-day period mentioned in Article 9.2 has passed and you cancel the agreement up to two weeks before the start of the coaching, we will charge you 50% of the total amount. If canceled within two weeks before the start, the full amount will be charged.
9.6 Excessively paid amounts due to cancellation will be refunded to the account used for payment within fourteen days.
9.7 If you are unable to participate in a session during an ongoing coaching process, you have the right to reschedule/cancel the session at no cost, provided you notify us at least 48 hours before the scheduled start time. We will arrange a new appointment with you.
9.8 If you cancel a session within 48 hours before the scheduled start time, the scheduled session will be deducted from the total hours as mentioned in the guidance plan.
10. Cancellation Policy for On-Site Services
10.1 All provisions in this article apply only if our training(s) are conducted at your location and you are not a consumer.
10.2 You can reschedule the training at no cost up to seven (7) days before the scheduled start. We will arrange a new appointment with you.
10.3 If you wish to reschedule the training up to five (5) days before the start, we will charge you 25% of the total amount for that training. We will arrange a new appointment with you.
10.4 If you wish to reschedule the training up to four (4) days before the start, we will charge you 50% of the total amount for that training. We will arrange a new appointment with you.
10.5 If you wish to reschedule the training up to three (3) days before the start, we will charge you 75% of the total amount for that training. We will arrange a new appointment with you.
10.6 If you wish to reschedule the training within 48 hours before the start, we will charge you 100% of the total amount for that training. We will arrange a new appointment with you.
10.7 If a training that could not take place due to hindrance on your part is not rescheduled, we are entitled to fully charge you for the respective training.
11. Termination
11.1 We can terminate the agreement with you in writing at any time with a notice period of fourteen days, unless we and you have agreed otherwise in writing.
11.2 In the event that one of the parties has been declared bankrupt, applies for a suspension of payments, or ceases its operations, the other party has the right to terminate the agreement without observing a notice period and without being liable for damages.
12. Suspension and Termination of the Agreement
12.1 If you do not, not in a timely manner, or not properly fulfill your obligations under the agreement and/or these general terms and conditions, we have the right to suspend or terminate the agreement in whole or in part. Such termination is done through a written notification. Except when a deadline for fulfillment has been agreed upon, you will be informed in writing and with explanation by us and given a deadline for fulfillment before we terminate the agreement.
12.2 Notwithstanding the provisions of the first paragraph, and the remainder provided in these general terms and conditions, we have the right to terminate the agreement, in writing, in whole or in part, without an injunction or judicial intervention, if you were requested to provide security for the fulfillment of your obligations under the agreement when the agreement was concluded and/or you were requested to make an advance payment, and you fail to provide security or the provided security is deemed insufficient by us and/or we have not received (sufficient) advance payment from you.
12.3 We are also entitled to terminate the agreement if, in our opinion, circumstances arise that make it impossible to fulfill the agreement and/or if circumstances arise that are of such a nature that the unchanged continuation of the agreement cannot reasonably be expected of us.
12.4 If we proceed to suspend or terminate, we are not obliged to compensate for any damages or costs arising thereby in any way.
12.5 If the agreement is terminated by us based on this article, all payments owed by you to us become immediately and entirely due by virtue of this termination.
13. Force Majeure
13.1 If there is force majeure preventing us from fulfilling our obligation, our obligation will be suspended for the duration of the force majeure situation, extended by the time that may be needed for restart.
13.2 If the fulfillment of the agreement by us becomes permanently impossible or takes longer than three months due to force majeure, both you and we have the right to terminate the agreement, in whole or in part, by means of a written statement without any obligation for compensation in that case.
13.3 By force majeure, we mean any circumstance beyond our control and of such a nature that it can no longer be expected from us to fulfill our commitments.
14. Intellectual Property
14.1 We retain all intellectual property rights to, among others, but not limited to, the offers made by us, provided (guidance) plans, provided materials, images, drawings, assessments, software, and the like. This applies regardless of whether you have paid any costs for their creation. This is only different if we and you have agreed otherwise in writing.
14.2 The data referred to in Article 13.1 may not be copied, used, or shown to third parties without our prior express written consent. If you do so, you are liable to us for a directly enforceable penalty of €25,000 per violation. The penalties will be due solely by virtue of your violation of this clause, without prejudice to our right to claim performance and/or full compensation for damages.
14.3 You must return the data as referred to in Article 13.1 to us upon our first request within a period set by us. If you fail to do so, you are liable to us for a directly enforceable penalty of €1,000 per day. The penalties will be due solely by virtue of your violation of this clause, without prejudice to our right to claim performance and/or full compensation for damages.
15. Advice and Provided Information
15.1 You cannot derive any rights from advice and information provided by us.
15.2 If you provide us with data and/or information of any kind, we may assume the accuracy and completeness of such data and information when executing the agreement. We are not liable for damages arising from incorrect or incomplete data and/or information provided.
15.3 Article 16 also applies to the use of advice, data, and/or information of any kind that you have provided to us.
16. Damages and Liability
16.1 When entering into an agreement with us, you are aware that participating in the coaching we provide is entirely voluntary and at your own risk. We are not liable for any direct or indirect damages in any way related to the agreement, unless the damage results from intent or gross negligence on our part.
16.2 Furthermore, we are not liable for any direct or indirect damages resulting from advice provided and other data provided by us, unless the damage results from intent or gross negligence on our part.
16.3 We are not liable for indirect or direct damages suffered by you and/or third parties that arise from behavior and/or statements by you or other third parties during or after the (execution of the) agreement.
16.4 If we are obliged to compensate your damages, we will never have to pay more than the amount that our liability insurance company pays to us in connection therewith. If our insurer pays you directly, we will not owe you anything further.
16.5 If our liability insurer, for whatever reason, does not pay out, we will only have to pay damages up to a maximum of the invoice value of the agreement to which the damage relates.
16.6 If the invoice amount exceeds €2,000, we will only have to pay damages up to a maximum of €2,000.
16.7 If our liability insurer, for whatever reason, does not pay out and there is no invoice, we will only have to pay damages up to a maximum of €2,000.
16.8 Indirect damages are not covered by us. This includes, among other things, but not limited to, consequential damages, lost (foregone) profit, and delay damages.
16.9 If you have engaged another party to perform work, conduct research, provide advice, or any other (legal) action, and this party has caused damage to you or another party, we are not liable for this damage. You are responsible for this. If we are nevertheless liable, you indemnify and hold us harmless against all claims in this regard.
16.10 You and we have agreed that you indemnify and hold us harmless against all claims by third parties in any way related to the execution of this agreement. Costs incurred by us as a result of a claim by third parties are included in this.
16.11 This obligation to indemnify also applies to our executives, employees, and other parties engaged by us in the agreement.
17. Personal Data
17.1 How we handle privacy and data exchange is outlined in our privacy policy. You can refer to this policy on our website www.clear-path.nl and request a copy by emailing privacy@clear-path.nl.
18. Confidentiality
18.1 Both you and we commit to maintaining confidentiality of all confidential information obtained from each other or from other sources in the context of the agreement. Information is considered confidential if it has been identified as such by the other party or if its confidential nature is evident. Confidentiality does not apply to information that is publicly known, nor does it apply to confidential information that has become claimable other than due to non-compliance with the agreement and the terms and conditions.
18.2 If we are obligated under a legal provision or court ruling to provide confidential information to third parties designated by law or the competent court and we cannot invoke a legal privilege, then we are not liable for compensation or indemnification, and you are not entitled to terminate the contract based on any damage arising from this.
18.3 Both you and we will impose our obligations under this article on any third parties that we and you engage.
18.4 If you violate the provisions of the first and third clauses of this article, you owe us, without requiring further notice of default, a penalty of €15,000 (fifteen thousand euros) per violation. We are free to claim full damages from you instead of the aforementioned penalty.
19. Unilateral Amendment Clause
19.1 We are entitled to unilaterally amend these terms and conditions. In such a case, we will notify you of the changes in a timely manner. We will hand over or send you the new version of the terms and conditions.
19.2 A period of at least fourteen days will elapse between the notification to you and the entry into force of the amended terms and conditions. Unless we indicate a different period, the changes will take effect fourteen days after the notification.
19.3 If you are a natural person who does not act in the course of a profession or business, and the amendment of the terms and conditions results in the provision of a performance to you that significantly deviates from the agreed performance, you have the right, pursuant to Article 6:237 sub c of the Dutch Civil Code, to terminate the agreement from the moment the amended terms and conditions take effect.
20. Expiry
All legal claims against us, including claims for damages, expire after 1 (one) year from the moment the relevant claim becomes due.
21. Disputes and Applicable Law
21.1 Dutch law applies to the agreement, these terms and conditions, and the quotations provided by us.
21.2 The applicability of the United Nations Convention on Contracts for the International Sale of Goods 1980 (CISG) is expressly excluded.
21.3 Disputes arising from this agreement and/or these terms and conditions will be exclusively submitted to the competent judge of the District Court of South Holland, the Netherlands.