Article 1 – General
1.1 These General Terms and Conditions shall govern the legal relationship between boldpleasures and any other party, whether private person or legal entity, and shall supersede any other (general) terms and conditions, unless boldpleasures approves the applicability of such terms and conditions in writing.
1.2 These General Terms and Conditions may be changed at any time by boldpleasures.
Article 2 – Quotations, conclusion of contracts
2.1 General quotations and estimates provided by the boldpleasures shall not entail any commitment.
2.2 boldpleasures may at any time revoke or change prices and dates of delivery as a result of any change in the order submitted by the Client. The Client’s oral or written acceptance of the quotation submitted by boldpleasures or, if no quotation is submitted, confirmation by boldpleasures in writing of an order placed by the Client shall constitute a contract.
2.3 boldpleasures may consider as a Client any person or entity that has placed an order with boldpleasures, unless said person or entity explicitly states that they are acting on the instructions, on behalf and at the expense of a third party, whose name and address shall be disclosed to boldpleasures at the same time.
2.4 Agreements made and assurances given by representatives or personnel of boldpleasures shall not be binding upon boldpleasures unless explicitly confirmed by boldpleasures in writing.
2.5 Any reasonable doubt on the part of boldpleasures about the Client’s ability to pay shall entitle boldpleasures to require the Client to provide sufficient security before boldpleasures commences or continues to execute an order.
Article 3 – Changes to or cancellation of orders
3.1 Any major changes made by the Client to an order after a contract has been concluded shall entitle boldpleasures either to modify the price and/or the date of delivery agreed or to refuse to execute the order. In the latter case, the Client shall be required to pay for the work already performed, and the provisions stipulated in clause 3.3 shall apply by analogy.
3.2 Cancellation of an order by the Client shall require the Client to pay in full for the work already performed with respect to that order and, where appropriate, to pay compensation on the basis of an hourly rate for time spent for that part of the work that was not performed. boldpleasures shall make the work performed available to the Client at the latter’s request, but shall accept no responsibility for its quality.
3.3 If boldpleasures has earmarked time for executing an order that has been cancelled, it may charge the Client 50% of the agreed price for that part of the work that was not performed.
Article 4 – Execution of orders and non-disclosure clause
4.1 boldpleasures undertakes to carry out orders to the best of its ability, bringing to bear sufficient professional know-how to meet the purpose specified by the Client.
4.2 boldpleasures shall keep any information provided by the Client confidential in so far as this is possible in connection with the performance of the contract. boldpleasures shall require its employees to observe this code of confidentiality. However, boldpleasures shall not be liable for any breach of confidentiality by its employees if it can sufficiently demonstrate that it was unable to prevent the same.
4.3 Unless explicitly agreed otherwise, boldpleasures shall be entitled to hire third parties to carry out the order (in full or in part), without prejudice to the responsibility of boldpleasures for the confidential treatment and proper execution of the order. boldpleasures shall require any such third party to observe this code of confidentiality. However, boldpleasures shall not be liable for any breach of confidentiality by such third parties if it can sufficiently demonstrate that it was unable to prevent the same.
4.4 As far as possible, the Client shall honour any request for information by boldpleasures about the content of the work delivered, as well as requests for relevant documentation and lists of terms if such are available. Such information and documentation shall be dispatched at the Client’s expense and risk.
Article 5 – Agreed date and time of delivery
5.1 The agreed date of delivery shall be provisional, unless an explicit written agreement stipulates otherwise. boldpleasures shall notify the Client immediately if it perceives that it will be unable to meet an agreed deadline.
5.2 If a fixed delivery date is specifically agreed in writing and boldpleasures fails to meet it for reasons other than circumstances beyond its control, and if the Client cannot reasonably be expected to accept any further delay, the Client shall be entitled to cancel the contract unilaterally. In such cases, however, boldpleasures shall not be required to pay any compensation whatsoever. Such cancellation shall not affect the obligation on the part of the Client to pay for the work already performed.
5.3 Delivery of any documents shall be deemed to have taken place at the moment when the product has been dispatched. If the document is transmitted electronically (by website fax, e-mail, modem, FTP etc) – the time the medium completes the transmission shall count as the time of dispatch.
5.4 The Client shall do whatever may reasonably be necessary for or conducive to prompt delivery by boldpleasures of work performed under the contract.
5.5 The Client shall do everything in its power to facilitate delivery of the product by boldpleasures under the contract. Any refusal to accept the product shall constitute default on the part of the Client, and the provisions of clause 6.5 shall apply accordingly, even if no explicit request for acceptance has been made.
Article 6 – Prices and payment
6.1 Prices shall generally be based on boldpleasures current rate (per hour or project) unless agreed otherwise. In addition, boldpleasures may charge the Client for any out-of-pocket expenses incurred in the execution of the order.
6.2 Quoted prices shall apply only to services and products conforming to agreed specifications.
6.3 boldpleasures shall be entitled to raise the agreed price if it is forced to perform more work or incur more costs than might reasonably have been foreseen on conclusion of the contract.
6.4 All prices are quoted inclusive of VAT.
6.5 Payment for products supplied or services rendered under the contract shall be due 30 calendar days after the invoice date (or within such other term as boldpleasures shall set in writing). Payment shall be net and in full – without any discount, set-off or deferral –
in the currenc, invoiced. If payment is not made by the due date, the Client shall be in default – immediately and without notice of default being required – and shall owe the statutory interest due on the invoice amount, plus two percentage points, from the due date until settlement in full.
6.6 In the event of late payment by the Client, boldpleasures is entitled to charge extrajudicial collection costs in accordance with the Netherlands Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten), legal determined interest costs and any other costs necessary to obtain the amount that was invoiced.
Article 7 – Complaints and disputes
7.1 The Client shall be required to notify boldpleasures in writing of any complaint about the product supplied or service rendered by boldpleasures as soon as possible, yet no later than ten working days after the said product is supplied or the said service is rendered. Lodging a complaint shall not release the Client from its payment obligations.
7.2 Should the Client query the accuracy of delivered products or services rendered by boldpleasures and ask boldpleasures for its comments, and should boldpleasures subsequently be able to demonstrate that the product and/or service is not incorrect, boldpleasures shall be entitled to charge the Client in full for the additional time spent on dealing with the query and for any other expenses incurred in this connection.
7.3 If the Client does not lodge a complaint within the period specified in clause 7.1 above, the Client shall be deemed to have fully accepted the product supplied or the services rendered by boldpleasures, and complaints shall only be considered if boldpleasures at its sole discretion deems such to be expedient. Any changes made by boldpleasures, at the Client’s request, in no way constitute an acknowledgement on the part of boldpleasures of supplying an inferior product or rendering an inferior service.
7.4 In the case of a valid complaint, boldpleasures shall be allowed a reasonable period of time to improve or substitute the product or service. If boldpleasures in all fairness is unable to make the required improvements or to substitute the product or service, it may grant the Client a discount.
7.6 The Client’s right to complain shall lapse if the Client has itself edited or has instructed others to edit the part or parts of the product or service forming the subject of the complaint, regardless of whether the Client has subsequently supplied the product or service to a third party or not.
Article 8 – Liability and indemnity
8.1 boldpleasures shall exclusively be liable to the Client for any loss or damage directly and demonstrably deriving from shortcomings attributable to boldpleasures. boldpleasures shall under no circumstances be liable for any other forms of loss or damage, such as indirect loss, consequential loss, trading loss, loss caused by delay in performance or loss of profit. boldpleasures explicitly emphasizes that no liability can ever be claimed as a result from practicing the skills which are demonstrated during any of the courses. By enrolling in any of the by boldpleasures provided courses, Client agrees to take full responsibility for any damage that may occur as a result of the courses. boldpleasures also excludes any responsibility and/or liability for use of any goods or equipment as demonstrated or suggested during the courses. boldpleasures advises Clients to be careful with themselves and their environment.
8.2 In case products are supplied by boldpleasures in any way, boldpleasures shall under no circumstances be liable for the use of these products.
8.3 boldpleasures’ liability shall never exceed the invoice value, exclusive of VAT, of the part of the product or service in question, which part has already been invoiced and/or supplied or rendered. The boldpleasures’ liability shall never exceed the amount as covered by the insurance company.
8.4 No liability whatsoever shall be incurred by boldpleasures in respect of damage to or loss of documents, data or data carriers made available to facilitate performance of the contract. Nor shall any liability be incurred by boldpleasures in respect of any costs incurred and/or any loss or damage sustained as a result of (i) the use of information technology and telecommunications media, (ii) the transport or dispatch of data or data carriers, or (iii) the presence of computer viruses in any files or data carriers supplied by boldpleasures.
8.5 The Client undertakes to indemnify boldpleasures against any claims by third parties deriving from the use of the product supplied or the services rendered.
8.6 The Client similarly undertakes to indemnify boldpleasures against any claims by third parties on account of alleged violation or infringement of property rights, proprietary rights, patent rights, copyrights or any other intellectual property rights in connection with the performance of the contract.
Article 9 – Dissolution and force majeure
9.1 If the Client fails to meet its obligations, if the Client is declared insolvent or bankrupt or if a petition is filed for the Client’s compulsory liquidation or bankruptcy, if the Client applies for or obtains a moratorium, if the Client is subject to an arrangement under the debt rescheduling regulations for natural persons or if the Client’s company or business is liquidated, boldpleasures shall have the right, without being required to pay any compensation, to dissolve the contract in whole or in part or to suspend performance of the contract. boldpleasures shall in that case be entitled to demand immediate payment of any outstanding amounts.
9.2 Should boldpleasures prove unable to meet its obligations due to circumstances beyond its control and risk, it shall be entitled to dissolve the contract without being liable to pay any compensation whatsoever. Such circumstances (force majeure) include, but are not limited to: fire, accidents, illness, strikes, riots, war, terrorist attacks, transport restrictions and delays, government measures, disruption of the services of Internet providers, negligence on the part of suppliers or any other circumstances beyond boldpleasures’ control.
9.3 If boldpleasures is compelled by force majeure to discontinue further performance of the contract, it shall retain the right to payment for any work performed up to that moment as well as reimbursement for any costs and out-of-pocket expenses incurred.
Article 10 – Governing law
The legal relationship between the Client and boldpleasures shall be governed by Dutch law.