Terms and Conditions
General Terms and Conditions for the provision of and payment for services from PDS Professional Driving Solutions B.V.
In these General Terms and Conditions, the following definitions shall apply:
- Service Provider: PDS Professional Driving Solutions B.V. based in Nunspeet, the Netherlands and all its affiliated legal entities and establishments;
- Client: the natural person or legal entity with whom Service Provider has entered into an agreement in the context of the provision by Service Provider of advanced driving proficiency training sessions and / or courses for the incentive, private individual and commercial markets, along with all related work in the broadest sense of the word.
- Documents: All items, including records and data carriers, that Client provides to Service Provider, as well as all items (including records and data carriers) prepared by Service Provider in the context of the performance of the assignment.
- These General Terms and Conditions constitute part of all agreements between Client and Service Provider and also apply to all acts performed by Service Provider in the preparation and performance of these agreements, including offers / quotations.
- Even if one or more of the provisions of these conditions prove to be null and void then the remaining provisions shall remain in force.
- In so far as Client shall himself (or herself) wish to utilize General Terms and Conditions for the entering into an agreement with Service Provider, then these Client General Terms and Conditions shall only apply if Service Provider expressly consents in writing to the (partial or full) validity of these General Terms and Conditions in the legal relationship with Client.
C. COMMENCEMENT AND DURATION OF THE AGREEMENT
- The agreement shall only be formed and come into force once Client confirms in writing to Service Provider that he has accepted a quotation submitted by Service Provider, having filled it in completely and signed it, or at the moment that the Client registers, by completing and submitting the registration form on the website of the Service Provider (www.pds-drivingsolutions.com).
D. CLIENT INFORMATION
- Client shall be obliged to provide to Service Provider in a timely way in the desired format and in the desired way all information and documents that Service Provider, in its opinion, needs to properly perform the assignment granted.
- Client shall be responsible for the correctness, completeness and reliability of the information and documents provided to Service Provider, including those that may originate from third parties, in so far as not arising otherwise by virtue of the nature of the assignment
- Service Provider shall be entitled to suspend the performance of the assignment until such time as Client shall have fulfilled the obligations referred to in D.1.
E. PERFORMANCE OF ASSIGNMENT
- Service Provider shall decide how the assignment granted is to be performed. Where possible, Service Provider shall take into account timely, reasoned instructions issued by Client concerning the performance of the assignment.
- Service Provider shall be entitled to have certain work performed by a person or third party that he appoints without having to inform the Client of this, if in the opinion of the Service Provider this shall be desirable with a view to achieving optimum performance of the assignment for the parties.
- Service Provider shall perform the assignment in line with the applicable rules of conduct and rules of the profession.
F. CONFIDENTIALITY AND EXCLUSIVITY
- Service Provider shall be obliged to maintain confidentiality, vis-à-vis third parties not involved in the performance of the assignment, this confidentiality referring to all information of a confidential nature that Client provides him with and to the findings obtained from processing this information. This confidentiality shall not apply in so far as statutory rules or rules of the profession shall impose an obligation to provide information on Service Provider.
- Service Provider shall be entitled to use for statistical or similar purposes any findings obtained from performance of the work, provided that these findings cannot be traced back to individual clients.
- An exception to the provisions of the previous paragraph is that Service Provider shall not be entitled to use the information that Client has provided him with for purposes other than that for which it was obtained.
G. INTELLECTUAL PROPERTY
- Service Provider shall retain all rights regarding the ‘products of the mind’ that he uses or has used in the context of the performance of the agreement with the Client, in so far as rights can exist or be established on these products in a legal sense.
- Client is expressly prohibited from duplicating, publishing or capitalizing on – including with the deployment of third parties – this intellectual property, this to include the training, education and computer programmes, system designs, procedures, advice and other products of Service Provider’s mind.
- Client shall not be permitted to provide third parties with these products.
H. FORCE MAJEURE
- Should Service Provider be unable to fulfil its obligations under the agreement at all, in time or properly for reasons that are not its fault, this to include but not to be restricted to the driving instruction being unable to proceed due to an instructor being unable to attend and to include but not to be restricted to a delay in the regular procedures at its business, then these obligations shall be suspended until such time as Service Provider shall be able to fulfil them in the agreed way after all.
- Should the situation as referred to in the first paragraph come to pass, then Client shall be entitled to terminate the agreement in whole or part in writing and with immediate effect.
- The fee for the Service Provider’s work shall be charged to Client for each agreement and including any VAT owed.
- The fee for the Service Provider’s work shall not depend on the result of the assignment granted.
- Unless expressly stated otherwise, fees are quoted in quotations exempt of VAT.
- Client must have paid the invoice(s) for the work arising under an agreement within 30 days and at least two weeks before said work commences. Should payment have not been made by then, Service Provider shall be entitled to delay the work in question. Client must pay the invoice amount in Dutch currency at the office of the Service Provider or by means of a payment in favour of an account to be nominated by Service Provider and, in so far as the payment shall relate to work, without any deduction or debt set-off.
- If an invoice has not been paid in full by the time the deadline referred to in paragraph 1 has expired
- Client shall be in default by operation of law and the entire claim shall be due and payable immediately.
- Client shall owe Service Provider interest on the entire claim in the amount of the statutory interest (rate) stipulated by Article 6:119/120 Netherlands Civil Code plus 4 percentage points, without any further demand for payment or notice of default being required. In this respect, parts of a month shall be counted as full months.
- and should the Client have failed to fulfil its payment obligations by the end of a period to be set by the Service Provider after having received the latter’s warning to this end, then the costs associated with the taking of judicial and extrajudicial debt collection and / or seizure under execution measures (including the costs of a petition for bankruptcy or involuntary liquidation) shall be for Client’s account. The above extrajudicial costs shall amount to at least 15% of the outstanding claim(s) with a minimum amount of € 50,-.
- In the above or similar circumstances, the Service Provider may opt to dissolve the agreement in whole or part and may combine this action with a demand for compensation, all this without further notice of default or judicial intervention being required.
- Should the Client have failed to fulfil its payment obligations in a timely way then Service Provider shall be authorized to suspend the performance of its obligations vis-à-vis Client until such time as the payment has been made or until proper security has been provided for this. The same shall already apply before such time as Client shall be in default, should Service Provider have reasonable grounds for suspecting that there are reasons for doubting Client’s creditworthiness.
- In all cases, payments made by Client will first go to settling all interest and costs owed and then to settlement of those due and payable invoices that have been outstanding the longest, even if Client states that the payment relates to a later invoice.
- In the case of a jointly issued assignment, then to the extent that the work has been carried out for the joint clients, said clients shall be jointly and severally liable for the payment of the invoice amount.
- In situations in which Client is entitled to a refund by Service Provider a credit invoice will be created and a refund payment will be issued within 30 days of the invoice date.
- Should Client incur loss that is the Service Provider’s fault, then any obligation to pay compensation on the part of Service Provider shall be limited to the amount that Service Provider’s professional liability insurance policy shall pay out in the case in question.
- Should it be a liability that is not covered by an insurance policy and is not the consequence of an intentional act or omission or gross negligence on the part of Client or Client’s managerial staff, then liability shall be limited to three times the fee laid down by the agreement in question.
- Client shall not be liable for damage, loss or destruction of documents occurring during transportation or during dispatch by post, irrespective of whether the transportation or dispatch was being carried out by or on behalf of Client, Service Provider or third parties.
- Should Client provide a vehicle in the context of the performance of the agreement then he shall be obliged to take out and maintain adequate insurance cover against any risk of loss of and / or damage to the vehicle or that the vehicle causes. Client shall indemnify Service Provider against all claims made by third parties in this respect. Client shall permit Service Provider to inspect the policy upon the latter’s request.
L. RIGHT OF WITHDRAWAL
- In the situation of a contract agreement between Service Provider and Client, the Client has the possibility of revoking the contract, without reason, for fourteen days, commencing on the day of the provision of the contact.
- To utilize the right of withdrawal, the Client is required, within the agreed time limitations, to provide a written withdrawal via the (e-mail) address indicated on the website.
Exclusion of the right to withdrawal is applicable when
- the contract via the website is merely a confirmation of existing contract agreements
- the implementation of the contract, with express consent of the Client, has commenced before the withdrawal period has elapsed.
M. TERMINATION / CANCELLATION
- Termination and / or cancellation must be made in writing to Client or Service Provider as the case may be.
- In the case of termination and / or cancellation by Client more than one month (30 days) before performance of the planned work, Service Provider shall be owed 25% of the invoice amount.
- In the case of termination and / or cancellation by Client less than one month (30 days) but more than one week (7 days) before performance of the planned work, Service Provider shall be owed 50% of the invoice amount.
- In the case of termination and / or cancellation by Client less than one week (7 days) before performance of the planned work then Service Provider shall be owed the full invoice amount.
- In the case of termination and / or cancellation by Client, Client shall in any case owe the costs already incurred by the Service Provider in connection with such matters as the reservation of training locations, exams and access to the e-learning website.
- If and in so far as Service Provider shall end the agreement by terminating it then he shall be obliged to justify termination to Client and to do all that is required by the circumstances that is in Client’s interest.
- In the case of force majeure, this to include extremely adverse weather conditions, Service Provider may cancel the agreed date(s). Service Provider shall undertake to take all possible steps to carry out the cancelled work after all as quickly as possible, in consultation with Client.
N. COMPLAINTS PROCEDURE
- Client can submit a complaint in writing (per post or per email) and will receive confirmation of receipt from contractor within three working days. Contractor will then deal with the complaint within one month. When a complaint is submitted by the client, on behalf of an employer or an employee, contractor also receives authorisation that has been signed by the person who wishes to submit the complaint.
- The complaint will be investigated by one of the executive directors of the contractor, who will contact the client for details of the case. Additionally, the contractor will of course speak to the person or persons that are involved with the complaint. The complaint will be registered by the contractor via a complaints form, which will be archived for a period of two years.
- Based on the information gathered, the contractor will issue a judgement accompanied by a justification. Should the complaint be rendered partially or wholly valid, an indication will be given of the improvements that will be implemented by the contractor, and how the client, if applicable, will be compensated for any damage that may have occurred. Client will receive the judgement in writing.
- When client is not in agreement with the judgement, client can submit a written appeal to contractor within one month of receiving the judgement. Contractor then reports the complaint to Margolin (Dhr. H.A. Morsing), Het Rietveld 57b, 7321 CT Apeldoorn T. +31 (0)30 – 2123660, E. firstname.lastname@example.org. Mr Morsing is registered as a mediator in the register of the Mediatorsfederatie Nederland (MFN), thereby ensuring an independent and objective mediation. This mediator will make efforts to settle the dispute. Contractor shall respect the result of the mediation trajectory and act accordingly.
- When client is not in agreement with the judgement, and also finds that the mediation has not produced the desired result, the complaint can be presented by the client to the legally competent judge (see point O.2). Of course, contractor will accept the decision of the judge.
O. APPLICABLE LAW AND CHOICE OF FORUM
- All agreements between Client and Service Provider to which these General Terms and Conditions apply shall be governed by Dutch law.
- All disputes arising in connection with agreements between Client and Service Provider that do not fall within the jurisdiction of the sub district court shall be settled by the competent court in the district where Service Provider has its registered office, unless the matter relates to disputes unrelated to Client’s business or profession.
AVW PDS Professional Driving Solutions B.V. per 01.01.17