General terms & conditions Nelson Workshops

Article 1. Definitions

1. Nelson Workshops: The sole proprietorship/limited company of Mees Loman, trading as Nelson Workshops, located in Amsterdam and registered with the Chamber of Commerce under number 94700656.

2. Client: The legal entity or natural person acting in the course of a profession or business who enters into an agreement with Nelson Workshops.

3. Participant: The natural person who actually participates in a Workshop on behalf of the Client.

4. Workshop: A training course, workshop, coaching session, lecture, or any other form of knowledge transfer and skill development provided by Nelson Workshops.

5. Agreement: The contract for services between Nelson Workshops and the Client for the provision of a Workshop.

Article 2. Applicability

1. These general terms and conditions apply to all quotations, offers, activities, and agreements between Nelson Workshops and the Client.

2. Deviations from these terms and conditions are only valid if they have been explicitly agreed upon in writing.

3. The applicability of any purchasing or other conditions of the Client is expressly rejected.

Article 3. Quotations and formation of the agreement

1. All quotations from Nelson Workshops are non-binding and are valid for a period of 30 days, unless stated otherwise.

2. The Agreement is concluded at the moment the Client accepts the quotation issued by Nelson Workshops in writing (by email).

3. Nelson Workshops reserves the right to refuse an assignment without stating reasons.

Article 4. Performance of the workshop

1. Nelson Workshops will perform the Agreement to the best of its knowledge and ability. Nelson Workshops has a best-efforts obligation, not an obligation to achieve a specific result. The achievement of a specific outcome is not guaranteed.

2. The content of the Workshop will be tailored to the needs of the Client, as described in the accepted quotation.

3. Nelson Workshops is entitled, in consultation with the Client, to adjust the content or structure of the Workshop if this benefits its quality or learning effectiveness.

4. Nelson Workshops has the right to have the Workshop performed by a qualified third party (freelance facilitator) engaged by it, without requiring the Client's prior consent.

5. The Client is responsible for providing a suitable location and the necessary facilities (such as a projector, whiteboard, and/or flip chart), unless agreed otherwise. If the Workshop takes place at an external location, the costs for renting this location are for the account of the Client.

6. The Client is responsible for informing the Participants and ensuring their attendance.

Article 5. Prices and payment

1. All prices are in euros, exclusive of VAT and other government levies.

2. Travel and accommodation costs and costs for specific materials are stated separately in the quotation and will be charged, unless an all-in price has been agreed upon.

3. Payment must be made within 14 days of the invoice date, unless otherwise agreed in writing.

4. Nelson Workshops is entitled to invoice 50% of the total amount prior to the Workshop. The remaining 50% will be invoiced after the Workshop has been completed.

5. In the event of late payment, the Client is in default by operation of law and owes default interest of 1% per month on the outstanding amount. All judicial and extrajudicial collection costs shall be borne by the Client.

Article 6. Cancellation and rescheduling

1. Cancellation by the Client: a. Cancellation must be made in writing (by email). b. In case of cancellation more than 30 days prior to the agreed date of the Workshop, the Client owes 25% of the agreed price. c. In case of cancellation between 30 and 14 days prior to the agreed date, the Client owes 50% of the agreed price. d. In case of cancellation within 14 days of the agreed date, the Client owes 100% of the agreed price.

2. Rescheduling by the Client: a. A request for rescheduling must be submitted in writing at least 14 days before the scheduled date. Within this period, rescheduling is possible free of charge to a new date within 6 months of the original date, subject to availability. b. For a rescheduling request within 14 days of the scheduled date, Nelson Workshops reserves the right to charge 25% of the agreed price as administration and planning costs.

3. Cancellation or rescheduling by Nelson Workshops: a. Nelson Workshops has the right to cancel or reschedule a Workshop in the event of force majeure, including illness of the facilitator. Nelson Workshops will inform the Client immediately. b. In such a case, a new date will be scheduled in consultation with the Client. If this is not possible, Nelson Workshops will fully refund any amounts already paid for the cancelled Workshop. Any further liability for damages is excluded.

Article 7. Intellectual property

1. All intellectual property rights relating to the materials developed and provided by Nelson Workshops, such as presentations, handouts, exercises, and documentation, are vested exclusively in Nelson Workshops.

2. The Client and Participants receive a non-exclusive, non-transferable right to use the materials, solely for personal or internal use within their own organization.

3. The Client and Participants are not permitted to reproduce, publish, exploit, or make the materials available to third parties without the prior written consent of Nelson Workshops.

Article 8. Confidentiality

1. Both parties are obliged to maintain the confidentiality of all confidential information they have obtained from each other or from other sources in the context of their Agreement. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information.

2. This duty of confidentiality applies both during and after the termination of the Agreement.

Article 9. Liability

1. The liability of Nelson Workshops is limited to direct damages resulting from an attributable failure in the performance of its obligations. Liability for indirect damages, such as consequential loss, lost profits, or missed savings, is excluded.

2. If Nelson Workshops should be liable for any damage, its liability is limited to a maximum of the invoice amount charged for the relevant Workshop.

3. Nelson Workshops is not liable for damage of any kind caused by Nelson Workshops having relied on incorrect and/or incomplete information provided by or on behalf of the Client.

Article 10. Force majeure

1. In the event of force majeure, the obligations of Nelson Workshops are suspended. Force majeure is understood to mean, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, over which Nelson Workshops has no control, such as illness, accidents, power outages, and government measures.

2. If the period of force majeure lasts longer than two months, both parties are entitled to dissolve the Agreement, without any obligation to pay damages.

Article 11. Governing law and disputes

1. All legal relationships to which Nelson Workshops is a party are exclusively governed by Dutch law.

2. Disputes between parties will initially be resolved through mutual consultation. If this does not lead to a solution, the dispute will be submitted to the competent court in the district of Amsterdam.