General conditions Foundation "Integrated Techniques Education".

 

Article 1: General:

  1. These conditions are applicable to every offer, quotation and agreement between Integrated Techniques Education, hereinafter to be called “the Foundation”, and a Client to whom the Foundation has declared these conditions applicable unless Parties have expressly and in writing agreed otherwise. The Foundation gives courses, practical training, training and retraining hereinafter to be called course.

  2. These conditions do also apply to any agreement with the Foundation for the execution of which the Foundation will use the service of third parties.

  3. These general conditions are also written for the fellow workers of the Foundation and its management. At each registration the Client is notified that the general conditions can be read on the site: www.appliedembryology.com

  4. In case one or more provisions of these general conditions are at any time partially or totally invalid the remainder of these conditions will still apply. The Foundation and Client will start negotiations in order to establish new conditions to replace the partially or totally invalid conditions which are as much as possible in line with the original purpose and intent of the conditions.

  5. If uncertainty exists about the interpretation of one or more provisions of these general conditions then the explanation must be in line with the intent of these provisions.

  6. If a conflict arises between Parties which is not covered by these general conditions then this situation has to be assessed in line with the intent of these general conditions.

  7. If the Foundation does not require strict compliance with these conditions, it does not mean that the provisions are not applicable or that the Foundation will lose the right to require strict compliance of these conditions under different circumstances.

Article 2: Quotations and offers:

  1. All quotations and offers of the Foundation are free unless the quotation and offer contained a deadline for acceptance. If no deadline for acceptance is mentioned; no entitlement can be raised to the quotation or the offer if the product to which the quotation or offer is related is in the meantime not longer available.

  2. The Foundation can not be kept to his quotation or offer if Client can reasonably understand that the quotation or offer or a part thereof contains an apparent error or mistake.

  3. The mentioned prices in the quotation or offer are free of VAT unless otherwise stated.

  4. If the acceptance (whether or not on subordinate items) differs from the proposal made in the quotation or offer, the Foundation is not bound. The agreement will be void and invalid if in accordance with the differences unless the Foundation states otherwise.

  5. A composed quotation or offer shall not oblige the Foundation to execute part of the assignment against a corresponding part of the quotation or offer. Quotations and offers will not automatically apply to future courses.

  6. An agreement is deemed to be signed by both the Foundation and Client if Client is registering for a

    course by filling out and forwarding the complete registration form via www.appliedembryology.com with the intention to participate in a course. If applicable the Foundation will allow Client to register for the remainder of the courses on the designated moments. The Foundation is not obliged to do so if renewed registration can not reasonable be expected from the Foundation.

  7. The agreement shall enter into force upon receipt of the digital registration form from Client by the Foundation and the written digital confirmation from the Foundation to Client.

Article 3: Duration of contract; timetable, implementation and modification of agreements, price increase.

  1. The agreement between the Foundation and Client will be entered for the duration of the course, unless the nature of the agreement dictates otherwise or if the Parties expressly agree otherwise in writing.

  2. If a period has been agreed or specified to perform certain tasks or to deliver certain goods this can

    never be considered a deadline. If the agreed or specified period has been exceeded the Client must declare the Foundation in default in writing. The Foundation will then be given a reasonable time to fulfil the obligations arising from the tasks or delivery of the goods.

  3. The Foundation shall execute this agreement to the best of its ability and in accordance with the requirements of best practices and in line with the current state of the relevant science.

  4. The Foundation reserves the right to have certain work done by third parties.

  5. The Foundation is entitled to execute the agreement in several phases and send an invoice for each

  1. If, during the execution of this agreement, it appears to be necessary to change or modify this agreement than Parties will in good time and with a mutual agreement amend this agreement. If the nature, scope or content of this agreement, whether or not at the request or direction of the Client, the competent Authorities etc. is amended and the agreement is changed qualitatively and/or quantitatively it might have consequences to what was originally agreed. As a result thereof the originally agreed price might be raised or lowered. The Foundation shall as much as possible make a quotation or offer in advance. Furthermore can a change or modification of this agreement result in a change of the originally agreed period of execution. Client accepts the possibility of changes or modifications in the agreement including changes in pricing and period of execution.

  2. If the agreement is changed, whether or not with a supplement, the Foundation is entitled to execute these changes with priority as soon as the authorised persons connected to the Foundation have given permission to do so and as soon as the Client has agreed on the amended quotation or offer and any new terms and/or conditions if applicable.

    Failure or delay in the execution of the amended agreement will not lead to default of the Foundation and will be no ground for Client whatsoever to terminate or cancel the agreement.

  3. Without being in default the Foundation can refuse a request to amend this agreement if this would lead to qualitative and/or quantitative consequences for the work to be executed or the goods to be delivered in the context of the agreement.

  4. If the Client is in default in the proper performance of which Client is liable for against the Foundation, then Client is liable for all direct and/or indirect damages resulting from this default on the part of the Foundation

  5. If the Foundation has agreed a fixed fee or fixed price with Client, then the Foundation is nevertheless entitled to increase this fixed fee or fixed price at any time and Client is, in reaction thereto, not entitled to terminate or cancel the agreement, as long as the increase of the fee or price is resulting from a power or duty under law or regulation or has its’ source in an increase in costs for catering, hiring rooms, fee for freelance employees and so on or for any reason which were at the conclusion of this agreement not foreseeable.

  6. If the increase in fee or price, other than as a result of an amendment to the agreement, exceeds more than 10% of the original fee or price and occurs within three months after conclusion of this agreement than only that Client that appeals to the relevant clauses in the Civil Code entitled to terminate this agreement by a written statement unless the Foundation:

    • -  Is still willing to execute the agreement based on what was originally agreed;

    • -  If the increase in fee or price is resulting from a power or duty under the law on the Foundation ;

    • -  Or, if it is stipulated that delivery will only take place after three months after the conclusion of this agreement.

      Article 4: Suspension, dissolution and termination of the agreement.

  1. The Foundation is entitled to suspend the fulfilment of the obligations or to terminate the agreement if Client is unable to fulfil the obligations in full, partly and/or in time of this agreement after conclusion of same or if the Foundation is learning from circumstances which give clear grounds to fear that Client will not fulfil the obligations of the agreement in full, partly and/or in time and if Client, at the conclusion of the agreement, had to give a guarantee to fulfil the obligations of this agreement and this guarantee is failing, insufficient or is delayed by Client in such a way that the Foundation can reasonably not be held to execute this agreement at the originally agreed conditions.

  2. Furthermore the Foundation is entitled to terminate this agreement if circumstances arise of such a nature that fulfilment of this agreement is impossible or if other circumstances arise of such a nature that unchanged keeping up of this agreement can not reasonably be demanded from the Foundation.

  3. If the agreement is dissolved, the Foundation ’s claims against the Client are due immediately. If the Foundation suspends fulfilment of his obligations, the Foundation shall retain his rights under law and agreement.

  4. If the Foundation opts for suspension or dissolution, the Foundation is in no way liable for damage or costs if incurred.

  5. If the dissolution is contributable to Client then the Foundation is entitled to be compensated for damages as well as direct and indirect costs.

  6. If the Client can not fulfil the contractual obligations and this failure justifies termination of the agreement, then the Foundation is entitled to terminate the agreement with immediate effect and without any obligation to pay any compensation, whereas Client by virtue of default has the obligation to compensate the Foundation for any damages or costs.

  7. If in the meantime the agreement is terminated by the Foundation, the Foundation will, in consultation with the Client, arrange transfer of additional work to third parties unless the termination is attributable to Client. If the transfer of the work entails extra costs for the Foundation then these costs will be charged to Client. Client is obliged to pay these costs within the mention period unless stated otherwise by the Foundation.

8. In case of liquidation, (application for) suspension of payments, bankruptcy or seizure – if and when the seizure is not lifted within three months – for account of the Client, reorganization of debts or any other circumstance by which Client has no longer free access to his means, the Foundation is free to terminate the agreement immediately and with immediate effect without any obligation to pay for damages or compensation. The Foundation ’s claims against Client are, under this paragraph, due immediately.

Article 5: Force Majeure.

  1. The Foundation is not obliged to perform any duty to Client if the Foundation is being hampered as a result of circumstances which are not due to negligence and neither will be for the Foundation ’s account under the law, a legal act or general acceptance.

  2. Force Majeure is defined in these general terms as, in addition to what is included in law and jurisprudence, all external causes either foreseen or unforeseen on which the Foundation has no influence but leads to the fact that the Foundation can not fulfil the obligations under the agreement. Strikes in the company of the Foundation or third parties related to the Foundation included. The Foundation is also entitled to invoke Force Majeure if circumstances prevent (further) fulfilment of the obligation after the Foundation should have fulfilled his obligations.

  3. The Foundation can postpone, during the period of Force Majeure, the obligations under the agreement. If this period lasts longer than two months both the Foundation and Client are entitled to terminate the agreement without any obligations to pay damages to the other Party.

  4. Insofar the Foundation, at the time of occurrence of the Force Majeure, has partly fulfilled the obligations of this agreement or is able to fulfil these obligations and if the fulfilled part has a certain independent value the Foundation is entitled to invoice this fulfilled part. Client has the obligation to pay this invoice as if it was a separate agreement.

Article 6: Payment and collection costs.

  1. Payment for a course to be preferably done by bank transfer.

  2. Payment has to be credited to the account of the Foundation, in the currency of the invoice and on a way indicated by the Foundation, a full month prior to the first day of the course unless otherwise agreed by the Foundation in writing. The Foundation is entitled to invoice periodically. Participating in a course without advance payment is excluded.

  3. If Client defaults in timely payment of an invoice then Client is in default by law. The Client shall owe an interest of 1% per month unless the statutory interest rate is higher in which case the statutory interest prevails.

    The interest on the amount due will be calculated from the moment Client is in default until the moment of payment of the full amount owed.

     

  4. The Foundation is entitled to use the payments from Client in the first place to reduce the costs, then deducting the interest due and finally to reduce the principal amount and accrued interest. The Foundation can, without being in default, refuse an offer for payment if Client offers a different order for the allocation of the payment. The Foundation can refuse full payment of the principal amount if, at the same time, the accrued interest and collection costs are not paid.

  5. The Client is never entitled to set off the amount which is due to the Foundation. Objections against the amount of an invoice will not suspend the payment obligation. The Client who has no right for appeal based on the relevant articles of the Civil Code, is not entitled to suspend payment of an invoice for any other reason.

  6. If the Client is in default or omission in the timely fulfilment of his obligations, then all reasonable out of court costs in obtaining payment will be for account of Client. The extrajudicial costs are calculated based on common practice of the United Kingdom collection offices. If, however, the Foundation made higher costs for collection which have been reasonably necessary, then these actual made costs are due for reimbursement. Any judicial and execution costs will be payable by the Client. Client has to pay for the interest over the collection costs as well.

  7. Enrolment for a course is only valid when the full amount due has been received by the Foundation unless the Foundation and Client have agreed otherwise.

  8. Participating in a course can lead to extra costs for Client which are not included in the price for the course itself. These costs are related to purchasing of books and material for the benefit of the practice.

Article 7: Contents of the course

  1. Client has made himself familiar with the contents of the course via the website; www.integrated-techniques.com/en

  2. The Foundation directs the course in such a way that Client is reasonably capable to conclude this course successfully within the prescribed time.

  3. On behalf of individual Clients preparation and supporting activities can be added in order to achieve a favourable result in completing the course. These activities may entail additional costs for the respective Clients.

  1. Support activities are intended for Clients whose training and/or basic knowledge, attitude and skills seem to be insufficient, in the opinion of the Foundation, to achieve the required competences of the course within a reasonable time. At the beginning and/or during the educational process arrangements in that matter can be made between Client and the Foundation.

  2. Client is obliged to make the best possible effort to complete the course within the prescribed time with a successful conclusion. Client is, in particular, obliged to participate effectively in the course activities unless this can not be expected from him/her for compelling reasons.

Article 8: Timetable and location.

  1. At the beginning of – and during the course, the (period) schedule and location of the course is, timely and personally, provided by the Foundation to Client. In addition, this information is made available at the website www.appliedembryology.com.

  2. The Foundation reserves the right to change the location for organizational or educational reasons. Structural changes in the schedule and/or the location must be passed on from the Foundation to Client at least one week prior to the beginning of the course.

3. Client must be timely, i.e. before the start of the educational activity be present in the designated location.

Article 9: Drop out, cancellation and absence.

  1. The Foundation is obliged to make all efforts to prevent drop out from course activities.

  2. The Foundation endeavours to offer not enjoyed course activities as a result of drop out at another time, notwithstanding the current schedule.

  3. Drop out or catching up of course activities will be announced in due time to Client.

  4. The Foundation reserves the right to reschedule the course when the number of registrations for the course is below the set minimum. The later date will be within six months of the original date. If the Foundation is unable to set a new date within fourteen (14) days of the original date then Client will be refunded for the paid amount for that particular course within fourteen (14) days. If the new date is inconvenient for Client then Client, in order to get a refund for the amount paid for that particular course, has to inform the Foundation within fourteen (14) days after the new date for the course has been announced. If Client cancels more than fourteen (14) days after the announcement of the new course date this cancellation will be considered as a cancellation of the Client.

Article 10: Retention of title.

  1. All what is supplied by the Foundation in the context of the agreement remains the property of the Foundation until Client has properly met all the obligations under the agreement concluded with the Foundation.

  2. The material supplied by the Foundation, which pursuant to paragraph 1 of this article, is placed under retention of title can not be resold and can never be used as payment. Client is not entitled to pledge or to encumber otherwise the material which is placed under retention of title.

Article 11: Guarantees and limitation period.

  1. The material delivered by the Foundation meets the normal requirements and standards which can reasonably be expected at the time of the delivery and for normal use within the United Kingdom. The guarantee mentioned in this article is applicable to material which is destined to be used within the United Kingdom. When used outside the United Kingdom, the Client has to verify whether or not the material can be used over there and meets the conditions required. The Foundation can, in the latter case, set other guarantees and/or conditions in respect to the material to be delivered or the work to be carried out.

  2. Notwithstanding the statutory limitation periods, the limitation period for all claims and defences against the Foundation and any third parties involved in the implementation of the agreement by the Foundation, will be one year.

Article 12: Conduct.

1. Both Client and the Foundation have the duty to ensure a workable situation and an appropriate atmosphere in which good education can be given.

  1. Client will respect the rules drawn up for the buildings and its premises and which are used during the course by the Foundation.

  2. The Foundation or a tutor hired by the Foundation can remove Client from a course activity if Client, to the opinion of the Foundation or the hired tutor, is disrupting the course activity.

  3. The Foundation or a tutor hired by the Foundation can remove Client definitely from a course activity if Client, to the opinion of the Foundation or the hired tutor, is repeatedly disrupting the course activity.

Article 13: Liability.

  1. If the Foundation is liable, then this liability is limited to what has been concluded in this agreement.

  2. The Foundation is not liable for any damages of any kind caused by incorrect and/or incomplete data as supplied or given by Client.

  3. Client is aware that the Foundation is not liable for damage of any nature whatsoever related to participation in the programs, exercises and activities offered by or through the Foundation. Client is also aware that the Foundation is fully indemnified from any liability to third parties whatsoever and for damages of any nature that are in some way related to the practical exercises of the Foundation.

  4. If the Foundation, without any doubt and based on facts is liable for any damage, then this liability is limited to the maximum value of the concluded agreement for the course or at least the part of the agreement to which the liability relates.

  5. The liability of the Foundation is always limited to the amount the insurer will pay in the appropriate case.

  6. The Foundation is solely responsible for direct damage.

  7. Only reasonable costs incurred to establish the cause and extent of the damage are considered as direct costs, where the establishment relates to damage within the meaning of these terms, any reasonable costs to proof poor performance of the Foundation as far as these can be attributed to the Foundation and reasonable costs incurred to prevent or limit the damage if Client can demonstrate that said costs have led to the limitation of direct damages as referred to in these terms and conditions. The Foundation shall never be liable for indirect damage, including consequential damage, lost profit, lost savings and damages as a result of business stagnation.

  8. The limitations of liability as set out in this article do not apply if the damage is due to gross negligence of the Foundation.

Article 14: Indemnification.

1. Client indemnifies the Foundation against any claims of third parties which suffer from damage as a result of the execution of this agreement of which the cause is not attributable to the Foundation. If the Foundation, based on this, is addressed by any third party, then Client is obliged to immediately assist the Foundation and to act as what might be expected from Client both in and outside law. Should Client fail to take adequate measures, the Foundation is, without being in default, entitled to proceed by himself. All costs and damages on the part of the Foundation and third parties will be for the account and risk of Client.

Article 15: Intellectual Property.

  1. The Foundation reserves rights and powers which the Foundation is entitled to under the Copyright and other intellectual property laws and regulations. The Foundation has the right to use the gained knowledge, by executing the agreement, for other purposes, provided that no confidential information from Client is passed on to third parties.

  2. Copyright for the course material used during the course rests with the Foundation, unless otherwise specified in the course material. Distribution of the course material without the expressly permission of the Foundation is prohibited.

Article16: Applicable law and disputes.

  1. Dutch law will apply on all legal relationships in which the Foundation is a party, even if an agreement is in full or partly executed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.

  2. The judge in the place of the Foundation ’s jurisdiction to take cognizance unless the law requires otherwise. The Foundation shall nevertheless be entitled to submit the dispute to the legally competent judge.

  3. Parties will only appeal to court after they made every effort to solve the dispute in mutual agreement.

Article 17: Location and changes of terms and conditions.

  1. These terms and conditions can be obtained via the website www.appliedembryology.com

  2. Applicable is the latest available version or the version valid at the time of the conclusion of the legal relationship with the Foundation.

  3. The original Dutch text of the general terms and conditions is decisive for the interpretation.


www.integrated-techniques.com/en