General Terms and Conditions

Focusplaza BV
Zeddamseweg 11A, Etten
P.O. Box 324, 7000 AH Doetinchem
hereinafter referred to as: Focusplaza BV

Article 1 – Definitions

In these general terms and conditions, the following terms are used in the meanings stated below, unless explicitly indicated otherwise.
Focusplaza BV: the user of the general terms and conditions.
Client: the counterparty of Focusplaza BV.
Agreement: the agreement for the provision of services.

Article 2 – General

These terms and conditions apply to every offer, quotation and agreement between Focusplaza BV and a client to which Focusplaza BV has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.
These terms and conditions also apply to all agreements with Focusplaza BV for the execution of which third parties must be involved.
Any deviations from these general terms and conditions are only valid if expressly agreed upon in writing.
The applicability of any purchasing or other terms and conditions of the client is expressly rejected.
If one or more provisions of these general terms and conditions are null and void or are annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. Focusplaza BV and the client shall then consult in order to agree on new provisions to replace the null and void or annulled provisions, taking into account, as much as possible, the purpose and intent of the original provision.

Article 3 – Offers and Quotations

All offers are without obligation, unless a term for acceptance is specified in the offer.
Quotations made by Focusplaza BV are without obligation; they are valid for 30 days, unless otherwise indicated. Focusplaza BV is only bound by quotations if their acceptance by the counterparty is confirmed in writing within 30 days, unless otherwise indicated.
The prices in the stated offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in connection with the agreement, including travel and accommodation costs, and shipping and administrative costs, unless otherwise indicated.
If the acceptance (on minor points) deviates from the offer included in the quotation, Focusplaza BV is not bound by it. The agreement shall then not be concluded in accordance with this deviating acceptance, unless Focusplaza BV indicates otherwise.
A composite quotation does not oblige Focusplaza BV to perform part of the assignment at a corresponding part of the stated price.
Offers or quotations do not automatically apply to future assignments.

Article 4 – Execution of the Agreement

Focusplaza BV shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good professional practice, based on the state of knowledge at that time.
If and insofar as proper execution of the agreement requires it, Focusplaza BV has the right to have certain work carried out by third parties.
Focusplaza reserves the right at all times to replace the announced speaker/trainer/chairperson with an equally qualified and experienced speaker/trainer/chairperson.
The client shall ensure that all data which Focusplaza BV indicates is necessary, or which the client should reasonably understand to be necessary for the execution of the agreement, is provided to Focusplaza BV in a timely manner. If the data required for the execution of the agreement is not provided to Focusplaza BV in time, Focusplaza BV has the right to suspend the execution of the agreement and/or to charge the client for the additional costs resulting from the delay at the usual rates.
Focusplaza BV is not liable for damage of any nature whatsoever arising from Focusplaza BV having relied on incorrect and/or incomplete data provided by the client, unless such inaccuracy or incompleteness should have been apparent to Focusplaza BV.
If it has been agreed that the agreement will be executed in phases, Focusplaza BV may suspend the execution of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.
If work is carried out by Focusplaza BV or by third parties engaged by Focusplaza BV at the client’s location or a location designated by the client, the client shall provide the facilities reasonably required by those employees free of charge.
The client indemnifies Focusplaza BV against any claims by third parties who suffer damage in connection with the execution of the agreement and which are attributable to the client.

Article 5 – Modification of the Agreement

If during the execution of the agreement it becomes apparent that it is necessary for proper execution to modify or supplement the work to be performed, the parties shall timely and in mutual consultation amend the agreement accordingly.
If the parties agree that the agreement is to be modified or supplemented, the time of completion of the execution may be affected. Focusplaza BV will inform the client of this as soon as possible.
If the modification or supplement to the agreement will have financial and/or qualitative consequences, Focusplaza BV will inform the client of this in advance.
If a fixed fee has been agreed, Focusplaza BV will indicate to what extent the modification or supplement to the agreement will result in an overrun of this fee.
By way of derogation from paragraph 3, Focusplaza BV will not be able to charge additional costs if the modification or supplement is the result of circumstances attributable to Focusplaza BV.

Article 6 – Duration of the Agreement; Execution Period

The agreement between Focusplaza BV and a client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
If a deadline has been agreed within the duration of the agreement for the completion of certain work, this is never a strict deadline. If the execution period is exceeded, the client must therefore serve Focusplaza BV with a written notice of default.

Article 7 – Fee

Upon conclusion of the agreement, the parties may agree on a fixed fee.
If no fixed fee is agreed, the fee shall be determined on the basis of half-day sessions. The fee is calculated according to the usual hourly rates of Focusplaza BV, applicable for the period in which the work is performed, unless a different hourly or half-day rate has been agreed.
The fee and any cost estimates are exclusive of VAT.
For assignments with a duration of more than three months, the costs owed will be charged periodically.
If Focusplaza BV agrees a fixed fee or hourly rate with the client, Focusplaza BV is nonetheless entitled to increase this fee or rate.
Furthermore, Focusplaza BV is entitled to pass on price increases if, between the time of the offer and delivery, rates such as wages have risen.
Moreover, Focusplaza BV may increase the fee when, during the execution of the work, it becomes apparent that the originally agreed or expected amount of work was so significantly underestimated at the time of concluding the agreement, and this cannot be attributed to Focusplaza BV, that it cannot reasonably be expected of Focusplaza BV to perform the agreed work at the originally agreed fee. Focusplaza BV will in that case notify the client of the intention to increase the fee or rate, stating the extent of and the date on which the increase will take effect.

Article 8 – Payment

Payment must be made within 14 days of the invoice date, in the manner indicated by Focusplaza BV and in the currency in which the invoice was issued. Objections to the amount of invoices do not suspend the payment obligation.
If the client fails to pay within the 14-day period, the client is in default by operation of law. The client shall then owe interest of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate applies. Interest on the outstanding amount will be calculated from the moment the client is in default until the moment of full payment.
Registration fees for workshops and events must be received by Focusplaza before the due date stated on the invoice and in any case before the start date of a workshop or event. Focusplaza may refuse a participant access to a workshop or event if the registration fee has not been paid in time.
In the event of liquidation, bankruptcy, attachment or suspension of payment of the client, the claims of Focusplaza BV on the client are immediately due and payable.
Focusplaza BV has the right to apply payments made by the client first to reduce costs, then to reduce accrued interest and finally to reduce the principal sum and accruing interest. Focusplaza BV may, without being in default, refuse an offer of payment if the client designates a different order of allocation. Focusplaza BV may refuse full repayment of the principal sum if accrued and accruing interest and costs are not also paid at the same time.
Focusplaza BV has the option of charging a credit restriction surcharge of 2%. This surcharge is not payable if payment is made within 7 days of the invoice date.

Article 9 – Retention of Title

All items delivered by Focusplaza BV, possibly including designs, presentations, sketches, drawings, films, software, (electronic) files, etc., remain the property of Focusplaza BV until the client has fulfilled all of the following obligations from all agreements concluded with Focusplaza BV.
The provided paper (training) materials/workbook become the property of the participant. Intellectual property rights relating to the workshop or event are reserved by Focusplaza. Without the express written permission of Focusplaza, no one is authorised to publish, exploit or reproduce in any manner whatsoever parts and/or extracts of the (training) materials/workbook.
The client is not authorised to pledge or otherwise encumber the items subject to the retention of title.
If third parties seize the items delivered under retention of title or wish to establish or assert rights thereon, the client is obliged to notify Focusplaza BV of this as soon as reasonably expected.
The client undertakes to insure and keep insured the items delivered under retention of title against fire, explosion and water damage as well as against theft, and to make the policy of this insurance available for inspection at first request.
Items delivered by Focusplaza BV that, pursuant to paragraph 1 of this article, fall under the retention of title, may only be resold in the course of normal business operations and may never be used as a means of payment.
In the event that Focusplaza BV wishes to exercise its ownership rights referred to in this article, the client hereby grants unconditional and irrevocable permission to Focusplaza BV or third parties designated by it to enter all places where the property of Focusplaza BV is located and to repossess those items.

Article 10 – Collection Costs

If the client is in breach or in default with regard to the fulfilment of one or more of its obligations, all reasonable costs incurred to obtain payment out of court shall be borne by the client. If the client fails to pay a sum of money in time, the client shall forfeit an immediately payable penalty of 15% of the outstanding amount, with a minimum of €50.00.
If Focusplaza BV has incurred higher costs that were reasonably necessary, these shall also be eligible for reimbursement.
Any reasonable judicial and enforcement costs incurred shall also be borne by the client.
The client shall owe interest on the collection costs incurred.

Article 11 – Investigation, Complaints

Complaints about the work performed must be reported by the client to Focusplaza BV in writing within 8 days of discovery, but no later than 14 days after the completion of the relevant work. The notice of default must contain as detailed a description as possible of the shortcoming, so that Focusplaza BV is able to respond adequately.
If a complaint is found to be justified, Focusplaza BV will still perform the work as agreed, unless this has demonstrably become pointless for the client. The latter must be communicated by the client in writing.
If performing the agreed work is no longer possible or meaningful, Focusplaza BV shall only be liable within the limits of Article 15.

Article 12 – Termination / Cancellation / Withdrawal

Either party may terminate the agreement at any time in writing.
If the agreement is terminated prematurely by the client, Focusplaza BV is entitled to compensation for the resulting and demonstrable loss of capacity, unless the termination is based on facts and circumstances attributable to Focusplaza BV. Furthermore, the client shall be required to pay the invoices for work performed up to that point. The preliminary results of the work performed up to that point shall then be made available to the client subject to reservation.
If the agreement is terminated prematurely by Focusplaza BV, Focusplaza BV will consult with the client to arrange for the transfer of remaining work to third parties, unless the termination is based on facts and circumstances attributable to the client.
Withdrawal/cancellation by a participant for a workshop or event:
- In the event of withdrawal/cancellation more than 21 days before the start of the workshop or event, the participant is entitled to a credit note. Only administrative costs will be charged.
- In the event of withdrawal/cancellation less than 21 days before the start of the workshop or event, no refund of the registration fee is possible and payment must be made in full.
- If a participant is unable to attend, substitution by another person within the registered company is permitted. The details of the substitute must be communicated to Focusplaza at least 24 hours before the start of the workshop or event.
- In the event of exceptional, unforeseen circumstances, Focusplaza has the right to cancel a workshop or event. Focusplaza will then refund the registration fee already received in full.
If the transfer of work involves additional costs for Focusplaza BV, these will be charged to the client.
Corporate memberships of Focusplaza are entered into on a personal basis, unless stated otherwise. These are always annual memberships entered into for an indefinite period and automatically renewed unless notice is given. Cancellation of the corporate membership must be done in writing at least two months before the start of the new membership year.
Focusplaza is entitled to index the price of ongoing membership agreements annually by a minimum of 2% due to inflation without prior notice. If the client does not accept the price change, the client is entitled to cancel the agreement in writing no later than three weeks after the invoice for renewal of the agreement has been sent. In this case, the client cannot hold Focusplaza to the performance of the agreement.

Article 13 – Suspension and Dissolution

Focusplaza BV is entitled to suspend the fulfilment of its obligations or to dissolve the agreement if:
- The client fails to fulfil its obligations under the agreement, either fully or in part.
- After the conclusion of the agreement, circumstances come to the attention of Focusplaza BV that give good reason to fear that the client will not fulfil its obligations. If there is good reason to fear that the client will only partially or improperly fulfil its obligations, the suspension is only permitted to the extent that the shortcoming justifies it.
- The client was requested at the time of concluding the agreement to provide security for the fulfilment of its obligations under the agreement and such security is not provided or is insufficient.
Furthermore, Focusplaza BV is entitled to (have the agreement) dissolved if circumstances arise of such a nature that fulfilment of the agreement is impossible or can no longer reasonably be required by standards of reasonableness and fairness, or if other circumstances arise of such a nature that unaltered continuation of the agreement cannot reasonably be expected.
If the agreement is dissolved, the claims of Focusplaza BV on the client are immediately due and payable. If Focusplaza BV suspends the fulfilment of its obligations, it retains its rights under law and the agreement.
Focusplaza BV always retains the right to claim damages.

Article 14 – Return of Items Made Available

If Focusplaza BV has made items available to the client in the execution of the agreement, the client is required to return the items delivered within 14 days in their original condition, free from defects and complete. If the client fails to fulfil this obligation, all resulting costs shall be borne by the client.
If the client, for whatever reason, after being duly reminded, continues to fail to fulfil the obligation referred to in paragraph 1, Focusplaza BV has the right to recover the resulting damage and costs, including replacement costs, from the client.

Article 15 – Liability

If Focusplaza BV is liable, that liability is limited to what is provided for in this article.
If Focusplaza BV is liable for direct damage, that liability is limited to a maximum of twice the invoice amount, or at least that part of the assignment to which the liability relates. Liability is at all times limited to the maximum amount paid out by Focusplaza BV’s insurer in the relevant case.
By way of derogation from paragraph 2 of this article, for an assignment with a duration of more than six months, liability is further limited to the portion of the fee owed over the last six months.
Direct damage is understood to mean exclusively:
- The reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
- Any reasonable costs incurred to bring Focusplaza BV’s defective performance into conformity with the agreement, unless these cannot be attributed to Focusplaza BV;
- Reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.
Focusplaza is not liable for any damage caused by or related to participation in a workshop or event, unless Focusplaza can be held guilty of intent or gross negligence. In the latter case, liability is limited to the invoice amount. Indirect damage will not be compensated.
Focusplaza BV is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
The limitations of liability for direct damage contained in these terms and conditions do not apply if the damage is due to intent or gross negligence on the part of Focusplaza BV or its subordinates.

Article 16 – Indemnifications

The client indemnifies Focusplaza BV against claims by third parties with regard to intellectual property rights relating to materials or data provided by the client that are used in the execution of the agreement.
If the client provides Focusplaza BV with data carriers, electronic files or software, etc., the client guarantees that the data carriers, electronic files or software are free from viruses and defects.

Article 17 – Transfer of Risk

The risk of loss or damage to the items that are the subject of the agreement shall pass to the client at the moment they are legally and/or physically delivered to the client and thereby brought within the power of the client or of a third party designated by the client.

Article 18 – Force Majeure

The parties are not obliged to fulfil any obligation if they are prevented from doing so as a result of a circumstance that is not due to fault and is not attributable to them under the law, a legal act or generally accepted standards.
Force majeure in these general terms and conditions is understood to mean, in addition to what is understood by law and case law, all external causes, foreseen or unforeseen, over which Focusplaza BV has no influence, but as a result of which Focusplaza BV is unable to fulfil its obligations. Strikes within Focusplaza BV’s company are included therein.
Focusplaza BV also has the right to invoke force majeure if the circumstance that prevents (further) fulfilment occurs after Focusplaza BV should have fulfilled its obligations.
The parties may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, either party is entitled to dissolve the agreement without any obligation to pay compensation to the other party.
Insofar as Focusplaza BV has already partially fulfilled its obligations under the agreement at the time the force majeure arises, or will be able to fulfil them, and the fulfilled or to-be-fulfilled portion has independent value, Focusplaza BV is entitled to invoice the already fulfilled or to-be-fulfilled portion separately. The client is obliged to pay this invoice as if it were a separate agreement.

Article 19 – Confidentiality

Both parties are obliged to maintain confidentiality of all confidential information they have obtained from each other or from other sources in connection with their agreement. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information.
If, on the basis of a statutory provision or a court ruling, Focusplaza BV is required to provide confidential information to third parties designated by law or the competent court, and Focusplaza BV cannot invoke a right of privilege recognised or permitted by law or the competent court, Focusplaza BV shall not be liable for any damages or compensation and the counterparty shall not be entitled to dissolve the agreement on the grounds of any damage arising therefrom.

Article 20 – Intellectual Property and Copyrights

Without prejudice to the other provisions of these general terms and conditions, Focusplaza BV reserves the rights and powers to which Focusplaza BV is entitled under the Copyright Act.
All documents provided by Focusplaza BV, such as reports, (training) materials/workbooks, advice, agreements, designs, sketches, drawings, software, etc., are intended solely for use by the client and may not be reproduced, published or disclosed to third parties by the client without the prior consent of Focusplaza BV, unless the nature of the documents provided dictates otherwise.
Focusplaza BV reserves the right to use the knowledge gained through the execution of the work for other purposes, provided that no confidential information is disclosed to third parties in doing so.
Focusplaza BV reserves the right to use and share photo and video material taken during Focusplaza events for recruitment and informational purposes.

Article 21 – Samples and Models

If a sample or model has been shown or provided to the client, it is presumed to have been provided merely as an indication, unless it is expressly agreed that the product to be delivered will correspond to it.
In the case of an assignment relating to immovable property, the statement of surface area or other dimensions and indications is also presumed to be intended only as an indication, without the product to be delivered being required to correspond thereto.

Article 22 – Non-Solicitation of Personnel

During the term of the agreement and for one year after its termination, the client shall not, in any manner, without prior proper business consultation with Focusplaza BV, employ or otherwise engage, directly or indirectly, employees of Focusplaza BV or of companies on which Focusplaza BV has called for the execution of the agreement and who are or have been involved in the execution of the agreement.

Article 23 – Disputes

The court in the place of business of Focusplaza BV has exclusive jurisdiction to take cognisance of disputes, unless the sub-district court has jurisdiction. Nevertheless, Focusplaza BV has the right to submit the dispute to the court that has jurisdiction under the law.
The parties shall only appeal to a court after they have made every effort to settle a dispute by mutual consultation.

Article 24 – Applicable Law

Dutch law applies to every agreement between Focusplaza BV and the client.

Article 25 – Amendment, Interpretation and Location of the Terms and Conditions

These terms and conditions have been filed at the office of the Chamber of Commerce in Doetinchem, Koopmanslaan 3, 7005 BK (Ondernemingscentrum Achterhoek), P.O. Box 9292, 6800 KZ Arnhem.
In the event of interpretation of the content and purport of these general terms and conditions, the Dutch text shall always be decisive.
The most recently filed version shall always apply, or the version that was in force at the time the agreement was concluded.