General terms and conditions

Article 1: Definitions and applicability of these terms and conditions

An order is a contract of assignment within the meaning of Section 7:400 et seq. of the Netherlands Civil Code in which one party, one of the companies belonging wholly or partly to Cardan, undertakes vis-à-vis the other party, hereinafter referred to as “the Client”, to carry out work and/or provide services.
These general terms and conditions apply to all offers, quotations and orders, whether or not in writing, relating to the work to be performed and/or services to be provided by Cardan as well as to the agreements thus established and further agreements or legal acts arising therefrom, unless otherwise agreed in writing.
Any deviations from these terms and conditions as well as other general terms and conditions do not apply or their applicability is expressly rejected, unless accepted by Cardan in writing.

Article 2: Formation of an agreement

All quotations from Cardan are without engagement, unless otherwise stated in writing.
A contract of engagement is established after a written order confirmation is sent by Cardan and not returned as incorrect or incomplete within five working days of its date, or the contract is established because the order is carried out after verbal agreement has been reached on the quotation issued.
The content of the assignment agreement is determined by the quotation and, if an assignment confirmation has followed, by the assignment confirmation.
Each agreement is entered into under the suspensive condition that the Client proves to be sufficiently creditworthy for the financial performance of the agreement. In addition, Cardan is entitled at any time to demand security from the Client for the fulfilment of its obligations under the agreement and is entitled to suspend performance as long as the requested security is not provided. Client shall then not be entitled to suspend its obligations under the assignment(s).
The order is not entered into with a view to a particular person working with Cardan or exercising a profession in its service and application of Section 7:404 of the Dutch Civil Code is therefore excluded.

Article 3: Execution of the engagement

The Engagement shall be performed to the best of Cardan's ability and insight and the requirements of good workmanship by or on behalf of Cardan.
If and in so far as the proper execution of the contract does not dictate otherwise, Cardan is entitled to have certain activities carried out by third parties, unless the nature of the order dictates otherwise.
The Client shall ensure that all data, which Cardan indicates are necessary or which the Client should reasonably understand are necessary for the execution of the Engagement, are provided to Cardan in good time.
If the data required for the execution of the Agreement has not been provided to Cardan in good time, Cardan is entitled to suspend the execution of the Agreement and/or to claim compensation for the additional costs and other losses arising from the delay.
Cardan, employees of Cardan, auxiliary persons and/or other third parties engaged by Cardan are not liable for any loss of whatever nature arising because Cardan relied on incorrect and/or incomplete data provided by the Client, unless such incorrectness or incompleteness should have been immediately apparent to Cardan.
Cardan and the Client shall, on the initiative of each, hold consultations in the following situations:
- A substantial change is made in the character, nature, content or scope of the order;
- An assignment is given to perform work for an organization other than that of the Client;
- If a difference of opinion is established with the Client regarding the manner of execution of the order.
The Client shall be informed immediately by Cardan if, for whatever reason, the planned work cannot be carried out.
Cardan shall notify the Client of additional work as soon as this is in sight and/or has started, if and insofar as this is possible or if it is not already known or could be known otherwise. Additional work shall be settled on the basis of the previous price structure unless there are deviating circumstances.

Article 4: Extension and termination

The contract is terminated by operation of law after expiry of the agreed duration or performance of the agreed services, unless the parties agree otherwise before the end of the contact period or tacitly extend it, in which case the same conditions apply.
Cardan may terminate an order with immediate effect without giving reasons if:
- the other party is declared bankrupt;
- the other party is granted a (provisional) suspension of payment;
- the other party's company is liquidated;
- a conservatory or executory attachment is levied on a substantial part of the movable and/or immovable property or other goods of the other party
- the other party requests acts that are contrary to the law or otherwise applicable regulations and/or contrary to the assignment.
Despite termination with immediate effect, Cardan retains the right to compensation for all work already performed and/or services rendered as well as any damage already suffered and to be suffered.

Article 5: Compensation and payment

Payment of the invoice amount must be made - without entitlement to discount or setoff - within two working weeks of sending the invoice, which is to be regarded as a strict deadline.
Complaints regarding invoices and/or services performed must be made known to Cardan in writing within 7 days of the sending of the invoice relating to the services performed, or the claim will expire.
If the Customer fails to pay the invoice within the aforementioned period, it shall be in default by operation of law and shall owe statutory interest, increased by 2% on the outstanding amount, and Cardan is entitled to suspend its obligations.
Cardan is entitled at all times - at its sole discretion - to invoice on the basis of advance statements.
In the event of liquidation, bankruptcy or suspension of payments of the Client, in the event of prejudgment or executory attachment of the Client or in any other situation in which the order is terminated with immediate effect, the obligations of the Client shall be immediately due and payable.
If the Client is in default or breach of one or more of its obligations under this agreement, all reasonable costs incurred to obtain satisfaction in and out of court - without any right to discount or set-off - shall be for the Client's account, being an amount to be calculated according to the calculation method generally accepted by the judiciary with a minimum of € 150.

Article 6: Liability

Cardan shall carry out the agreed order with due observance of what has been quoted and possibly confirmed and with as much care as may be expected of it, given the circumstances.
In principle, Cardan only undertakes a best-efforts obligation and therefore provides no guarantee regarding the results of the order, unless otherwise stated in writing.
Cardan, its employees, auxiliary persons or third parties engaged by Cardan are not liable to the Client for any and all damage - whether or not suffered by the Client or third parties - arising from work performed for the benefit of the Client, related to acts of or failure to perform, or to perform on time or properly, the obligation arising from this agreement by Cardan, employees of Cardan and/or otherwise third parties, unless the damage is due to intent or gross negligence on the part of Cardan. Liability for auxiliary persons is completely excluded.
Without prejudice to the provisions in the preceding paragraphs of this article, the liability of Cardan shall in no case extend beyond the amount charged as fees to the Client over the last three months or owed by the Client as remuneration for the work performed and/or services rendered by Cardan.
The Client shall indemnify and hold harmless Cardan and its employees in respect of all claims of third parties related to any order and all related financial consequences.
At all times excluded from compensation, damage that can be regarded as, being direct - indirect consequential damage, including but not limited to loss of profit, loss of turnover, stagnation damage, restart costs, trading loss, replacement damage, more expensive production costs, other (additional) costs, direct/indirect damage - or direct/indirect loss by third party/parties.

Article 7: Force majeure

Force majeure means circumstances that prevent the fulfillment of the order and which cannot reasonably be attributed to Cardan. Circumstances that may cause force majeure include but are not limited to: strikes, wildcat strikes, factory occupations, political strikes, natural disasters or major catastrophes caused by people, illness of an employee who has proved irreplaceable, or circumstances leading to such a lack of items or services required to achieve the agreed performance, which circumstances manifest themselves either in Cardan itself or in third parties, such as suppliers, auxiliary persons, etc., on whom Cardan is dependent for the proper fulfilment of its obligations.
In the event of force majeure, each agreement may be dissolved without judicial intervention, without any obligation to pay compensation and without prejudice to further rights.
If at the commencement of the force majeure Cardan has already partially fulfilled its obligations, or can only partially fulfil its obligations, it is entitled to invoice separately the part already performed or the part that can be performed, and the Client is obliged to pay this invoice - without any right to discount or settlement - as if it were a separate contract.

Article 8: Confidentiality

Both parties are obliged to keep confidential all confidential information which they have obtained from each other or from another source in the context of the agreement. Information is considered confidential if this has been communicated by the other party or if it arises from the nature of the information.
Parties shall exercise the utmost care when using information that has come to their knowledge under the agreement.

Article 9: In Company trajectories

For education and training given in company, tailor-made arrangements are made. These will be included in the quotation and order confirmation.

Article 10: Privacy statement

Personal information we collect as a result of intake interviews and tests for training and related forms of our services are not registered in any way. Answers and outcomes are treated confidentially. This information is in no way made available to third parties. The privacy of our course participants is therefore guaranteed. Only when the student, the client and Cardan have made other written agreements with each other, can this rule be deviated from. In that case, all parties must be in agreement.

Final provisions

Cardan is authorized to make amendments to these terms and conditions. Such amendments shall come into force on the date announced. The aforementioned amendments will not affect assignments in progress at the time they take effect, unless the parties agree otherwise.
Dutch law applies to every agreement between the Client and Cardan.
With regard to all disputes with the exception of so-called collection disputes, which may arise as a result of the present agreement or further agreements that may be the result thereof, the parties agree to submit these disputes to a jointly appointed NMI certified mediator, who will mediate on the basis of the NMI regulations.
If mediation in accordance with NMI regulations does not lead to an amicable solution, then a dispute shall in the first instance as well as any collection dispute shall be submitted to the Breda District Court to the exclusion of other courts, unless it concerns a dispute that falls within the jurisdiction of the subdistrict sector.

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