Algemene voorwaarden
GENERAL TERMS AND CONDITIONS Digital Speed Reading N.V. and Tijdrevolutie
B.V.
Article 1: Definitions
1. Principal: every (legal) person who wishes to conclude or has concluded an Agreement
with Digital Speed Reading N.V. or Tijdrevolutie B.V.
2. Contractor: Digital Speed Reading N.V. registered in the trade register of the Chamber of
Commerce under number 85118273 and/or Tijdrevolutie B.V., registered in the trade register
of the Chamber of Commerce under number 32089194.
3. Agreement: the Agreement concluded between Contractor and Client.
4. Consumer: the Client not acting in the exercise of a profession or business.
5. User: the person who, by means of a strictly personal identification code, has access to
one or more services of Provider.
6. Online service: e-learning, seminar, webinar, online training, online course, online
workshop, with the aim of transferring and/or increasing knowledge and/or skills.
Article 2: Applicability.
1. These general terms and conditions apply to all offers and agreements relating to
products, goods and services offered by Contractor.
2. The applicability of general terms and conditions used by the Client is expressly rejected.
3. The Contractor shall be entitled to amend these general terms and conditions unilaterally.
Amendments shall take effect thirty (30) days after their announcement.
4. If any provision of the Agreement or the general terms and conditions proves to be void,
this shall not affect the validity of the entire Agreement or the other terms and conditions.
Article 3: Conclusion of Agreement
1. All Contractor’s offers are without obligation, unless otherwise stated in writing.
2. All quotes are valid for 14 days, unless otherwise indicated.
3. An offer consisting of several parts / products is – unless otherwise stated – not divisible.
4. An Agreement is established by: (i) written acceptance of a quotation by the Client; or (ii)
confirmation by the Contractor of the (oral) agreements made; or (iii) the Client tacitly
permitting the Contractor to commence execution of the order.
5. If the order is given to Principal by several (legal) persons, each of these (legal) persons
shall be jointly and severally liable for full compliance with the obligation arising from this
Agreement.
Article 4: Execution of Agreement
1. The Contractor shall perform and deliver the work and services to the best of its
knowledge and ability. The Contractor has an obligation of effort and no obligation to
achieve a result. The Contractor never guarantees a specific result.
2. If, during the performance of the Agreement, it appears that minor deviations are necessary
or desirable, the Contractor may change the performance of the Agreement at its own
discretion without any price adjustment.
3. The Contractor has the right to have work performed by third parties.
4. If,due to circumstances on the part of the Client, the Engaged Firm cannot carry out the
Work, or can only carry it out partially or not meaningfully (including, but not exclusively,
because the location where the Work is to be carried out is not accessible), the Client will be
charged for the time lost as hours worked.
5. If the Contractor executes an order as a subcontractor, it is – unless expressly agreed
otherwise in writing – entitled to contact the Tenderer / Client directly regarding the execution
of the order.
Article 5: Completion / deadline
1. If within the term of the Agreement for the completion of certain work a deadline has been
agreed upon, this is only an indicative deadline and not a fatal deadline.
2. Exceeding any (indicative) delivery date does not relieve the Client from its (payment)
obligations, nor does it give the Client the right to terminate the Agreement or to claim
damages.
Article 6: Use of online services
1. In case of online services, the Client has the right to access and consult the services
included in the agreement, at the times these services are available.
2. The Contractor shall provide the Client with an identification code allowing access to the
online services.
3. The identification code is strictly personal. The Client is not allowed to disclose the
identification code to third parties and/or allow it to be used by third parties. The Client shall
be liable for unauthorised use of the identification code by third parties and shall be liable to
pay the Contractor a compensation of the then current price of the Masterclass Digital Speed
Reading or any other online course or service for each established case, without prejudice to
the Contractor’s right to claim full damages.
4. The Contractor is entitled to temporarily close down the online services or limit their
availability for, for example, maintenance work, troubleshooting, data protection, etc. In
addition, the Contractor is entitled to make changes to the online services, including -but not
limited to- the following: access times, identification procedures, content of the online
services.
5. The Contractor does not guarantee that the online services will be available at all times,
that the operation will be uninterrupted or fault-free, will be free of viruses or other codes that
may exhibit infectious or destructive properties. User is responsible for the protection of his
own equipment and software and data present thereon.
6. The temporary unavailability or reduced availability of the online services never entitles
the Customer to dissolve the agreement or to any reimbursement of the agreed usage fee of
the online services.
7. The Client is not permitted to use the application and/or the disk space made available
and/or the online services for:
a. acts and or conduct contrary to the applicable legal provisions;
b. unsolicited sending of large quantities of e-mail with the same content and/or unsolicited
posting of a message with the same content in large numbers of newsgroups on the Internet
(spamming);
c. infringing copyrighted works or otherwise violating the intellectual property rights of third
parties;
d. publishing or distributing punishable texts and/or images or sound material, including child
pornography and discriminatory statements;
e. sexual intimidation or otherwise harassing persons
f. penetrating other computers or sites on the Internet or Intranet without permission,
breaking any security and/or gaining access by technical intervention using false signals or a
false key, or by assuming a false capacity (hacking).
g. splitting off (computer) processors that continue to run within the Contractor or the
Internet after the (online) connection with the Contractor has been broken; spreading
computer viruses.
h. erotic, pornographic or racist material, illegal software, illegal MP3 and similar material.
i. advertising for the Client itself or third parties.
8. In the following cases, Contractor is entitled to block Client’s access completely for all use
with immediate effect without prior warning and without giving reasons, and to remove his
data from the server, without Client being able to assert any right to compensation and with
the obligation to compensate Contractor for all damage suffered by Contractor or third parties
as a result of the violation:
a. if Principal violates the provisions of this article or if there is a serious suspicion of
violation;
b. if (a part) of the Client’s site is or threatens to be the cause of the Contractor’s server going
down or becoming inaccessible;
c. If it appears that the Client has provided false and/or incorrect personal or company data;
d. if Principal does not fulfil his payment obligations.
Article 7: Retention of title
1. When goods are sold by the Contractor to the Client, these goods shall remain the property
of the Contractor until these goods have been paid for in full by the Client. Because of the
retention of title, Principal is obliged to keep the goods with due care and as recognizable
property of Contractor.
2. Client is not authorized to pledge or otherwise encumber the goods subject to retention of
title.
3. If the Principal fails to fulfil its obligations under the Agreement, or if the Contractor has
good reason to fear that the Principal will fail to do so, the Contractor will be entitled to
demand immediate surrender of the goods that are subject to retention of title, whereupon the
Principal must immediately place the goods at the Contractor’s disposal or provide the
Contractor with access to the Principal’s business premises so that the Contractor can collect
the goods.
Article 8: Duration of the Agreement and termination.
1. In case of cancellation of the Masterclass Digital Speed Reading or other type of course,
the Client remains liable for the full costs of the Masterclass and/or course. Cancellation of
services or a course on location is not possible.
2. A Consumer shall be entitled to dissolve an agreement concluded by fax, telephone or via
the Internet within 14 days of the conclusion of the agreement and the provision of the online
service or delivery of the product. The price paid will be refunded to the Consumer within 30
days after the dissolution.
3. In case a Consumer makes use of the online service or product within the reflection period
as included in paragraph 3, the Consumer waives the reflection period and it is not possible to
dissolve the Agreement based on the reflection period.
4. After the expiration or waiver of the reflection period as included in paragraphs 3 and 4, a
Consumer may terminate the Agreement prematurely, subject to a notice period of one
month. The Consumer is then obliged to pay the costs associated with the services provided
up to the time of termination, including -but not limited to- the costs for access to the online
environment and personal support, the video lessons, the family license and the training
evenings and reading sessions organized and made available by the Contractor, regardless of
whether the Consumer has participated in them.
5. Contractor / Consumer Client has the right to terminate the Agreement with immediate
effect and without observing any notice period if:
1) the other party is in default of its obligations under the Agreement.
2) the other party is in liquidation, bankruptcy of the other party has been applied for, the
other party has been declared bankrupt or the Natural Persons Debt Rescheduling Act has
become applicable to the other party or the other party has been granted suspension of
payment.
Article 9: Prices
1. All prices and cost estimates are exclusive of VAT, travel, accommodation and parking
costs, unless otherwise stated.
2. A price agreed upon between the parties is based on information provided by the Client. If
this information is incorrect or changes occur during the performance of the Agreement that
affect the price, the Contracted Party will be entitled to adjust its prices and invoice the
Client.
3. If no fixed price is agreed upon, the price will be determined on the basis of hours actually
spent. The price will be calculated according to the Contractor’s usual hourly rates applicable
in the period in which the Work is performed, unless a different hourly rate has been agreed
upon.
4. If, at the request of the Client, the Contractor has performed work that falls outside the
content or scope of the agreed services (additional work), this work will be reimbursed by the
Client in accordance with the Contractor’s usual rates. Additional work is also involved if the
scope of an assignment already agreed upon is expanded or changed.
5. Prices will be based, inter alia, on factors applicable at the time of the statement or
conclusion of the Agreement or offer, including wages, social and fiscal charges, levies,
insurance premiums, etc. If any changes in these or other price-determining factors occur
after the Agreement has been specified or concluded and before the completion of the service
or delivery, the Contractor will be entitled to (further) adjust its prices.
to (further) adjust its prices and to invoice the Principal.
6. The Contractor is entitled to increase the agreed prices annually as of January 1 on the
basis of wage and inflation figures.
Article 10: Invoicing, payment terms and collection costs
1. Payment shall be made within 14 days of the invoice date, unless otherwise agreed.
2. After expiry of the fatal payment term of 14 days, or the otherwise agreed payment term,
Client is in default without any further summons being necessary.
3. In case of payment in instalments, if one of the payment instalments is not paid on time
and/or in full, the payment arrangement or agreement to pay in instalments will lapse, after
which the full amount due will be payable immediately and without further notice. The
payment terms are separate deadlines.
4. Client, not Consumer, must pay the payment unconditionally and without suspension,
discount or settlement, for whatever reason.
5. Client shall owe interest of 1% per month on the amount due from the moment of default,
unless the statutory commercial interest rate is higher, in which case the statutory commercial
interest rate shall apply. For Consumers, the statutory interest rate applies in this case.
6. On expiry of the payment term of an invoice, the Contractor is entitled to suspend its work
with immediate effect until payment has been made.
7. In the event of liquidation, bankruptcy or suspension of payments, the Contractor’s claims
and the Client’s obligations to the Contractor will fall due immediately.
8. If payment is not made within the payment period specified in paragraph 2 or paragraph 3,
the Client will owe extrajudicial costs in accordance with the Collection Costs Decree, with a
minimum of €40.
9. In case of payment by direct debit, for each reversal / unsuccessful collection, Client is
obliged to pay the damage suffered by the Contractor. The damage suffered by the Contractor
consists -among other things- of the costs of the payment provider, the bank and third parties,
with a minimum of € 20.00 per reversal.
10. If in legal proceedings the Engaged Firm is wholly or partly successful, all costs incurred
by the Engaged Firm in connection with these proceedings will be borne by the Client. The
costs will in any case include the full costs of the attorney and/or agent engaged by the
Contracted Party.
11. If the Contracted Party dissolves the Agreement as a result of the Client’s failure to fulfil
its payment obligations, the Client will be liable for any losses incurred by the Contracted
Party as a result of such dissolution.
Article 11: Liability.
1. Contractor is in no way liable for damages suffered by Principal arising from errors in
advice or services provided by Contractor.
2. Under no circumstances will the Contractor be liable for consequential damage, indirect
damage, trading loss or damage caused by auxiliary persons and/or third parties engaged by
the Contractor in the fulfilment of the Agreement.
3. If – with due observance of the previous paragraphs – the Contractor nevertheless incurs
liability at any time for damage suffered by the Principal as a result of an attributable failure
on the part of the Contractor to fulfill its obligations under this Agreement, such liability will
in all cases be limited to (i) the amount that its insurer will pay out in the case in question; or:
(ii) if no cover is provided in the case in question, a maximum of the invoice value of that
specific part of the Agreement to which the liability relates.
4. Damage for which the Contractor is liable under the preceding paragraph will only be
eligible for compensation if the Principal has notified the Contractor of it in writing within 14
days of its occurrence, on pain of forfeiture of any claim. For Consumers, the aforementioned
period for reporting damage shall be no more than two months.
5. The Client shall indemnify the Contractor against any liability of third parties in respect of
damage of whatever nature caused by or in connection with the performance of the
Agreement.
6. The Contracted Party will never be responsible, liable and/or obliged to pay compensation
for any damage for the Client’s compliance with the laws and regulations with which the
Client must comply.
7. The Contracted Party will never be liable for damage, of whatever nature, due to the fact
that the Contracted Party relied on inaccurate and/or incomplete information provided by the
Client, unless the Contracted Party should have been aware of this inaccuracy or
incompleteness.
8. The Contractor shall never be liable for damage, of whatever nature, resulting from
malfunctions in the online services or the presence of viruses on the Internet, software or
supplied data carriers. It is up to the Principal to test for the presence of viruses and to take
the necessary measures in this respect.
Article 12: Force Majeure
1. The Contractor is not liable in case of force majeure. In addition to its definition in law and
case law, force majeure includes all external causes, foreseen or unforeseen, over which the
Contractor cannot exercise any control, but which prevent the Contractor from fulfilling its
obligations. Force majeure includes in any case, without being exhaustive: strikes, excessive
absenteeism due to illness, a (temporary) shortage of personnel, fire, operational, technical
and internet failures breakdowns within the office or at the external parties engaged by the
Contractor, cyber attacks, pandemics, epidemics, government measures, lack of sufficient
cooperation by the Client.
2. In the event of force majeure, Provider is entitled to suspend its work immediately, or to
dissolve (in whole or in part) or cancel the order without being obliged to pay any damages to
Principal. If the period in which fulfilment due to force majeure is not possible lasts longer
than 30 days, in case of an agreement with a Consumer both parties are entitled to dissolve
the agreement without being obliged to pay any damages.
3. If the Contractor can partially fulfill its obligations when the force majeure occurs, it is
entitled to separately invoice the part already performed or the part that can be performed and
the Client is obliged to pay this invoice as if it were a separate Agreement.
Article 13: Complaint Procedure
1. Complaints must be reported to Contractor in writing without delay, but at the latest within
seven days after discovery of a defect or after the defect could reasonably have been
discovered.
2. A complaint by Principal does not suspend Principal’s payment obligation.
3.To the extent not otherwise provided for in these general terms and conditions, rights of
action and other powers of the Client vis-à-vis the Contractor, on whatever account, shall in
any case expire after one year from the moment the Client became aware or could reasonably
have become aware of the existence of these rights and powers.
Article 14: Intellectual Property
1. All copyrights and other intellectual property rights relating to the services provided and
products delivered or made available by the Contractor are vested in the Contractor. Client
acknowledges these rights and will refrain from any infringement thereof.
2. All (digital) documents provided by the Contractor to the Client such as texts, images,
templates, designs, drawings, sketches, software, applications, advice, etc. shall remain the
property of the Contractor. The documents may be used by the Client for the performance of
the Agreement.
3. The Client is not permitted to disclose the documents referred to in paragraph 2 and/or
make them available to third parties and/or reproduce them in any form whatsoever. Any
right of use by the Client cannot be regarded as an explicit or implicit license to publish,
reproduce, exploit or share with third parties.
4. Client shall indemnify Contractor against all claims of third parties regarding intellectual
property rights in relation to the publication of the information and documents provided to it.
5. In case of violation of the provisions of this article, the Client forfeits an immediately
payable fine of € 25,000.00 per violation, as well as € 2,000.00 for each day or part of a day
that the violation continues, without prejudice to the Contractor’s right to claim full damages.
Article 15: Processing personal data
1. If and insofar as personal data are processed between the Client on the one hand and the
Contractor on the other in the context of the Agreement entered into, this must be done in
accordance with (privacy) laws and regulations, including the General
Data Protection Regulation (AVG).
2. Each of the parties shall at all times have an independent obligation to comply with the
AVG and other applicable laws and regulations, as well as any applicable contractual or
internal obligations in the field of personal data protection, including but not limited to taking
appropriate security measures.
Article 16: Transfer and adaptation of the Agreement.
The Contractor is entitled to transfer the rights and obligations under this Agreement without
the written consent of the Client.
Article 17: Jurisdiction and applicable law.
1. All Agreements between the parties and obligations arising therefrom or related thereto
shall be governed by Dutch law. The United Nations Convention on Contracts for the
International Sale of Goods (CISG) is expressly excluded.
2. These general terms and conditions have been drawn up in the Dutch language. In the
event of a difference in text or interpretation between the Dutch version and a translation
thereof, the Dutch version shall always prevail.
3. All disputes arising from or related to the Agreement and obligations referred to in
paragraph 1 shall be brought in the first instance before the District Court Midden-Nederland,
location Utrecht.