General terms and conditions In Skylar
Last Updated on 28-12-2021
Article 1. Definitions
In these general terms and conditions, the following terms shall have the following meanings:
1.1 General terms and conditions: the entirety of the provisions as included below.
1.2 Contractor: In Skylar, established in Gouda and registered in the Trade Register of the Chamber of Commerce under the number 68320000.
1.3 Client: the natural person or legal entity who has entered into an agreement with the contractor.
1.4 Consumer: the natural person who does not act in the course of a profession or business and who has entered into an agreement with the contractor.
1.5 Products and/or services: all work, in whatever form, relating to online and other advice, guidance and coaching in the field of personal and spiritual development in the broadest sense, which the contractor performs for or on behalf of the customer.
1.6 Agreement: any agreement, as well as legal and other acts in preparation and execution thereof, with the objective of having products and/or services supplied by the contractor on behalf of or for the benefit of the customer.
1.7 The parties: the contractor and the customer together.
1.8 In writing: all communication in writing, including communication by e-mail and digital messages.
1.9 Website: www.inskylar.com
Article 2. Applicability of General Terms and Conditions
2.1 These general terms and conditions apply to all offers, quotations and agreements concluded between the contractor and its clients. These general terms and conditions also apply if a follow-up agreement or additional work results from an agreement.
2.2 In principle, it is not possible to deviate from these general terms and conditions. Deviating provisions and agreements are only valid if they have been explicitly agreed with the contractor in writing.
2.3 Any general terms and conditions of clients and/or third parties are explicitly rejected.
2.4 In the event of any conflict between these general terms and conditions and arrangements made in an agreement, arrangements made in the agreement will prevail.
2.5 Contractor may amend and supplement these general terms and conditions at any time without prior notice and stating reasons. Amendments will also apply to agreements already entered into with due observance of a period of 30 days after the announcement of the amendments. The contractor shall provide the principal with the most recent version of the general terms and conditions or shall publish it on its website.
2.6 If one or more of the provisions of these general terms and conditions should at any time be declared wholly or partially null and void or declared null and void, the other provisions of these general terms and conditions will remain fully applicable. The parties will consult to agree on a new provision to replace the void or voided provision. In doing so, the purpose and purport of the original provision will be taken into account as much as possible.
Article 3. Offers and quotations
3.1 Unless otherwise agreed, offers made by the Contractor are valid for 7 days as from the date mentioned on the offer.
3.2 The Contractor submits offers and/or quotations in writing unless urgent circumstances make this impossible.
3.3 An offer or quotation may be based on information provided by the Principal. If, after the offer and/or quotation has been submitted, it transpires that the data supplied deviate from prevailing circumstances, the Contractor has the right to adjust the prices and other conditions concerned.
3.4 A composite quotation will not oblige the Contractor to perform part of the assignment for a corresponding part of the stated price.
3.5 The Contractor cannot be held to quotations and offers if the client can reasonably understand that the offer and/or the offer, or part thereof, contains an obvious mistake, typing error or writing error.
3.6 Contractor may refuse or terminate assignments without giving any reason.
3.7 Offers do not automatically apply to follow-up orders.
3.8 An order confirmed by the Customer may be changed by means of a written description of the changes. Amendments are only binding on the Contractor if confirmed by it in writing. Such changes may affect the expected time of completion of the order, which will be regarded as force majeure.
Article 4. The Agreement
4.1 The agreement is concluded once the client has notified the Contractor in any way that it accepts the offer made by the Contractor.
4.2 If the Customer’s acceptance deviates from the Contractor’s offer, in minor points or otherwise, the agreement will only be concluded if the Contractor has explicitly agreed to these deviations in writing.
4.3 In cases where the Principal issues an order to the Contractor, without a prior offer or quotation, the Contractor is only bound by this order after it has confirmed the order in writing.
4.4 If during the performance of the agreement, it is necessary for the proper performance of the agreement to change or supplement it, the Contractor shall inform the Customer thereof as soon as possible. The parties will proceed to amend the agreement in good time and mutual consultation.
Article 5. Execution of the Agreement
5.1 Contractor shall execute the agreement to the best of his knowledge and ability, in accordance with the requirements of good craftsmanship. The contractor has an obligation to perform to the best of its ability and cannot be held accountable on the basis of an obligation to achieve a certain result.
5.2 The Client is responsible for the timely and complete supply of information and data necessary for the complete and correct execution of the assignment. This is done both on the contractor’s initiative and at his request. If the required data for the performance of the agreement are not provided to the contractor in good time, the contractor has the right to suspend the performance of the agreement and to charge the Client for the additional costs resulting from the delay.
5.3 The term of the agreement may vary from one day to several weeks or months. The term and the duration of the agreement shall be clearly communicated between the parties at the time of concluding the agreement.
5.4 The performance of the agreement shall be solely on behalf of the Client. Third parties cannot derive any rights from the agreement’s contents under any name and/or title whatsoever.
5.5 All services are accepted and performed by the contractor, notwithstanding Sections 7:404, 7:407(2), and 7:409 of the Dutch Civil Code.
5.6 Contractor has the right to execute the agreement in phases.
5.7 The contractor shall be entitled to invoice each completed part separately and to demand payment for it. If and as long as the Client does not pay this invoice, the contractor is not obliged to execute the following phases and is entitled to suspend the agreement.
5.8 Agreed periods in the agreement within which the work will be performed are only indicative and may never be regarded as strict deadlines. The exceeding of an agreed period does not constitute an attributable shortcoming on the contractor’s part and is no ground for the dissolution of the agreement.
5.9 If the customer is required to provide information and data necessary for the correct and complete performance of the agreement, the performance period will commence after the customer has provided this information and data to the contractor.
5.10 The contractor has the right to have all or part of the agreed services performed by third parties if this is desirable in the contractor’s opinion.
5.11 (Online) coaching sessions, live sessions, training sessions, and events in the broadest sense of the word may not be recorded, except with the express permission of the contractor. If the Supplier grants express consent for a coaching session, live session, training course, or event to be recorded, this shall be for the Client’s use only. It is expressly forbidden to share a coaching session, live session, training course, or event with third parties.
Article 6. Rates
6.1 All contractors’ rates are in euros, inclusive of VAT and exclusive of other costs such as travel expenses and levies unless otherwise stated or agreed.
6.2 Contractor reserves the right to change its rates in the interim. If the costs of services offered rise after the agreement has been concluded, the Client is entitled to cancel the agreement as of the date on which the rate increase takes effect. Rate increases resulting from a statutory regulation or provision are excluded from this.
Article 7. Payment
7.1 Unless otherwise agreed in writing, the Client must pay the invoice amount within 7 days of the invoice date. In any event, payment must be made into the Contractor’s account before the commencement of the performance of the services.
7.2 If payment is made in installments, the first installment must be paid in advance and the following installments at the end of the month.
7.3 Payment shall, subject to mandatory provisions for consumers, take place without deduction, set-off, or suspension on any grounds whatsoever.
7.4 Contractor reserves the right to demand full advance payment from Client at all times.
7.5 Objections to the invoice do not suspend the Client’s payment obligation.
7.6 In the event of late payment, the Contractor reserves the right to suspend the performance of the agreement with immediate effect or to terminate the agreement.
7.7 In the event of late payment, the Client will first receive a written notice of default, in which the Client is given an additional period of 14 days from the date of receipt of such notice of default to comply with its payment obligations before it is deemed to be in default.
7.8 If no payment follows the notice of default referred to in the previous paragraph, the Client will be in default. In that event, the Contractor will be entitled to charge statutory interest, to be calculated as from the expiry of the payment term until the date of payment in full, and compensation for (extra)judicial collection costs. The extrajudicial collection costs over the principal amount shall be calculated in accordance with the Besluit Buitengerechtelijke Incassokosten (BIK) (Decree on Extrajudicial Collection Costs).
- 15% on the first € 2,500, with a minimum of € 40
- 10% on the next € 2,500.
- 5% on the next € 5,000.
- 1% on the next € 190,000.
- 0.5% on the amount in excess, up to a maximum of € 6,775.
7.9 All judicial and extrajudicial costs to be incurred by the Contractor shall be for the Client’s account.
7.10 Payments made by the Client will be applied by the Contractor firstly to reduce all interest and costs due and subsequently to reduce the longest outstanding invoices.
7.11 If the order is given by more than one Client, all Clients are jointly and severally liable for the performance of the financial obligations, regardless of the name of the invoice.
Article 8. Inability to Pay
8.1 Contractor shall be entitled to dissolve the agreement in writing without further notice of default and without judicial intervention, at the time when Client
- is declared bankrupt or files for bankruptcy;
- requests (temporary) suspension of payments;
- is seized under a warrant of execution;
- is placed under guardianship or administration;
- otherwise loses the power of disposition or legal capacity with regard to (part of) its assets.
Article 9 Right of withdrawal
9.1 In the event of remote purchase, the Consumer may dissolve the agreement relating to the purchase of a product/service during a reflection period of 14 days without reason. Contractor may ask the Consumer the reason for the dissolution, but the Consumer is not obliged to state the reason(s).
9.2 The cooling-off period mentioned in paragraph 1 starts on the day after the Consumer has agreed to the purchased service or has received the product.
9.3 The Consumer is obliged to handle the product and its (possible) packaging with care during the reflection period. The Consumer may only handle and inspect the product as he/she would in a shop.
9.4 If the Consumer violates his/her obligation as referred to in the third paragraph of this article, the Consumer is liable for any decreased value of the concerned product.
9.5 If the Consumer wishes to exercise the right of withdrawal, he must inform the Contractor in writing or by e-mail within 14 days.
9.6 The Consumer must return the product to the Contractor as soon as possible, but no later than 14 days after he has notified the Contractor in writing that he wishes to exercise his right of withdrawal.
9.7 The product must be returned in its original condition and packaging, if reasonably possible, and in accordance with the instructions given by the Contractor.
9.8 The risk and the burden of proof of the correct and timely exercise of the right of withdrawal lie with the Consumer.
9.9 The Contractor will reimburse the Consumer for the purchase price of the product/service, including any shipping costs paid, except for return shipping costs, within 14 days of the date on which the Consumer notifies the Contractor of the withdrawal.
9.10. The refund will be made free of charge and in the same way the payment was made unless the Consumer agrees to a different repayment method.
Article 10. Exclusion of the right of withdrawal
10.1 The Consumer may not invoke the right of withdrawal after full performance of the service by the Contractor if the performance has begun with the Consumer’s explicit prior consent and the Consumer has declared that it will lose its right of withdrawal as soon as the Contractor has fully performed the agreement.
10.2 The Consumer may not invoke the right of withdrawal in the case of customized products and/or services that are clearly intended for a specific person or persons.
10.3 The Consumer cannot invoke the right of withdrawal in the case of sealed products that are not suitable for return shipment for reasons of hygiene and/or health protection.
10.4 The Consumer cannot invoke the right of withdrawal in the case of products that, after delivery, are irrevocably mixed with other products due to their nature.
Article 11. Force majeure
11.1 If the performance of the agreement is made impossible due to a cause which cannot be attributed to the Contractor or as a result of which the Contractor cannot reasonably be expected to fulfill its obligations, the Contractor has the right to suspend the performance of the agreement until the Contractor is able to perform it in the agreed manner.
11.2 In these general terms and conditions, force majeure is understood to mean: a circumstance that cannot be attributed to any fault on the Contractor’s part and cannot be attributed to the Contractor by virtue of the law, any juristic act, or generally accepted practice. In addition to this interpretation of force majeure under the law and in case law, force majeure also includes: all external causes, foreseen or unforeseen, over which the Contractor cannot exercise any control but which prevent the Contractor from meeting his obligations.
11.3 In the event of force majeure, the Contractor will make reasonable efforts to find an alternative solution, if required.
11.4 If the situation of force majeure has lasted for 30 days, either party may dissolve the agreement (in part or in full) in writing unless expressly agreed otherwise.
11.5 If the force majeure occurs when the Contractor has already fulfilled part of its obligations under the agreement, the Contractor will invoice this separately. The Client is obliged to pay this invoice as if it were a separate agreement.
11.6 The Contractor is not liable for any compensation or damages in the event of force majeure, even if it obtains some advantage as a result of the situation of force majeure.
Article 12. Liability and indemnity
12.1 The Contractor has a best-efforts obligation with respect to the execution of the agreement. Should the Contractor be liable for any damage, the liability is limited to what is regulated in this article.
12.2 The Contractor is only liable for direct damage arising from or related to the performance of the agreement if and insofar as such damage is caused by intent or conscious recklessness on the part of the Contractor.
12.3 The Contractor’s liability for indirect damage, including consequential damage, loss of profit, lost savings, mutilated or lost data or materials, or damage due to business interruption, is excluded.
12.4 If the Contractor is liable, that liability will be limited to the amount paid out by a liability insurance policy taken out and, in the absence of any (full) payment of the damage by an insurance company, the liability will be limited to the invoice amount (or part thereof) to which the liability relates. In the case of assignments with a lead-time exceeding three months, the liability referred to here will be further restricted to a maximum of the invoice amount for the last three months.
12.5 Contractor is never liable for damage, of whatever nature, resulting from:
- supply of incorrect and/or incomplete data provided by or on behalf of the Client;
- failure by the Client to follow, or to follow incorrectly, advice given by the Contractor;
- acts or decisions taken on the basis of or during a training course, coaching session, or advice. The Client remains at all times responsible for the choices made;
- use of the services for purposes other than those for which they are intended;
- failure to meet deadlines for performance or completion;
- errors or malfunctions in the equipment and/or software used;
- linguistic and/or grammatical errors in the result;
- infringement of intellectual property rights and/or privacy rights, because third parties have gained unauthorized access to the information and/or data of the Contractor and/or the customer;
- infringement of intellectual property rights because the customer infringes the intellectual property rights of third parties;
- failure to achieve the intended result/disappointing results.
12.6 A claim for damages by the customer must be submitted to the Contractor within 14 days of the customer discovering or reasonably being able to discover the damage. If a claim for compensation is not submitted on time, the right to compensation lapses.
The Client indemnifies the Supplier against all claims from third parties arising in connection with the services provided by the Supplier.
Article 13. Suspension and dissolution
13.1 The Contractor is entitled to suspend the performance of its obligations until all due and payable claims against the Client have been settled in full, if (1) the Client fails to fulfill its obligations under the agreement or fails to do so in full, or (2) the Contractor becomes aware of circumstances giving a good reason to fear that the Client would not be able to fulfill its obligations (properly) or (3) if on the conclusion of the agreement the Client was asked to provide security for the fulfillment of its obligations under the agreement and such security is not provided.
13.2 The Contractor is also authorized to dissolve the agreement or have it dissolved in the situations referred to in the first paragraph of this article, or if other circumstances arise of such a nature that performance of the agreement is impossible or can no longer be demanded in accordance with standards of reasonableness and fairness.
13.3 Dissolution shall take place by means of a written notification and without judicial intervention.
13.4 If the agreement is dissolved, the Contractor’s claims against the customer are immediately due and payable.
13.5 The Contractor reserves the right to claim damages and is not liable for any damage or costs incurred by the Client or third parties.
Article 14. Cancellation costs
14.1 If the Client wishes to cancel the agreement prior to or during the performance thereof and no right of withdrawal applies or the period for doing so has expired, the Client will owe the Contractor compensation for the costs already incurred as well as additional damages, to be determined by the Contractor. This additional compensation will include all damage suffered due to the cancellation, including loss of profit. The Contractor shall be entitled to calculate and charge these damages, in addition to payment of the costs already incurred, to the principal as follows
- 25% of the agreed total amount of compensation if the Contractor cancels within 48 hours prior to commencement of the performance.
- 50% of the agreed total amount of compensation if the Contractor cancels after commencement of the performance.
14.2 If the Client has agreed to pay in monthly installments, this payment arrangement shall lapse immediately, and the total remaining amount shall become immediately payable by the Contractor. The Client shall, in that case, be obliged to pay the total amount to the Contractor immediately.
14.3 The Client is liable to third parties for the consequences of the cancellation and will indemnify the Contractor against the resulting claims from these third parties.
14.4 The Contractor is entitled to set off all amounts already paid by the Client against the compensation owed by the Client.
14.5 The Contractor reserves the right at all times to reschedule or cancel scheduled appointments if it is unable to perform the agreement.
Article 15. Rescheduling appointments
15.1 The Client must reschedule appointments with the Contractor no later than 48 hours before the appointment in question. Any appointments that are postponed before this deadline will be rescheduled in consultation with the Contractor.
15.2 If the Client does not cancel the appointment within the aforementioned period of 48 hours, the appointment in question will be canceled. In that case, no new appointments will be scheduled, and the Client will not be entitled to any compensation or damages.
Article 16. Confidentiality
16.1 If parties become aware of information from the other party which they can reasonably know is of a confidential nature, they shall not disclose this information in any way to third parties. An exception to this is when laws and regulations or professional obligations require publication or make this necessary.
16.2 The data and information which the Client supplies to the Contractor will be kept by the Contractor with due care.
Article 17. Intellectual property rights
17.1 Unless otherwise agreed in writing, all intellectual property rights to all documentation, texts, advice, drawings, course material, videos, workbooks, and/or other intellectual products developed or made available in the context of the services, as well as their preparatory materials, are vested exclusively in the Contractor.
17.2 The Client is explicitly prohibited from reproducing, publishing, processing, and/or exploiting products as referred to in the first paragraph of this article without the Contractor’s prior consent. The agreement concluded between the parties does not include any assignment or obligation to transfer an intellectual property right from the Contractor to the Client.
17.3 After completing the commissioned work, neither the Client nor the Contractor has any obligation to retain any of the information, data, documents, and/or materials used.
The Client indemnifies the Supplier against all claims from third parties based on infringement of all intellectual property rights.
In the event of any breach of the provisions of this Article, the Client is obliged to compensate the Supplier for all damages suffered by the Supplier and third parties.
Article 18. Complaints procedure
18.1 Complaints about products supplied and/or services rendered must be communicated to the Contractor in writing within 30 days of delivery/performance or within 30 days of discovery of the defect if the Client proves that it could not reasonably have discovered the defect sooner.
18.2 Objections to the invoice must be submitted to the Contractor in writing within 7 days of the invoice date.
18.3 Complaints and/or objections will not suspend the Client’s payment obligation.
18.4 After the time period referred to in Articles 18.1 and 18.2, complaints and objections will no longer be dealt with, and the Client’s right to complain will lapse. All consequences of failing to report immediately are at the Client’s risk.
18.5 The provisions of this article apply insofar as mandatory provisions relating to consumers do not oppose them.
18.6 If it is established that the complaint or objection is well-founded, the Principal will have the choice between adjusting the invoice sent or repairing, improving, or performing the assignment again free of charge.
Article 19. Applicable law and choice of forum
19.1 Dutch law applies to all agreements between the Client and the Contractor, as well as the disputes arising from there.
19.2 The applicability of the Vienna Sales Convention or other applicable international laws and regulations are expressly excluded.
19.3 The Dutch court in the district where the Contractor has his registered office has exclusive jurisdiction to take cognizance of any disputes between the parties, subject to mandatory provisions of law.