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Terms of delivery

All Talen Twente quotations and products are governed by the following Terms of Delivery.

Article 1 Definitions
Article 2 Scope
Article 3 Agreements
Article 4 Fees
Article 5 Delivery, delivery period
Article 6 Payment
Article 7 Participants, lessons, teaching materials
Article 8 Intellectual property rights
Article 9 Liability, company information
Article 10 Cancellation, premature termination
Article 11 Force majeure
Article 12 Dissolution
Article 13
Article 14 Applicable law, and competent court

Article 1 Definitions

Within the scope of these Terms of delivery the following terms and words have the following meanings:

a. Talen Twente:

- Talen Twente is a trade name of Elycio B.V., with its registered offices in Amsterdam.

b. Client:

- all companies, organisations and private individuals who negotiate with Talen Twente on the award of an Assignment or have awarded an Assignment to Talen Twente.

c. Assignment:

- a request a Client makes to Talen Twente to provide a Course for the personnel of the relevant company or organisation, for the relevant private individual, and/or for third parties designated by the Client;

- a request the Client makes to Talen Twente to produce and deliver Teaching materials of any form whatsoever;

- a request for services such as the provision of advice, secondment, translation, interpreting services, text services or industrial documentation, all in the broadest possible sense of the terms.

d. Course:

- a course, training programme, retraining or refresher course, study or theme day, seminar, or other form of course provided by Talen Twente. A course can be comprised of one or lessons or meetings, and can, in principle, be (jointly) designated by the "In-company", "(open) group" or "(intensive) individual" terms.

e. Participant:

- the person the Client assigns to a Course provided by Talen Twente, whereby that person can also be the Client.

f. Registration:

- the enrolment of a Participant for a Course, whereby an agreement is concluded for the provision of education.

g. Teaching material:

- course, lesson or instruction material, documentation, lecture notes, syllabuses or any other material, of any form whatsoever, used in providing a Course or performing an Assignment.
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Article 2 Scope

2.1 These General Terms and Conditions govern all quotations and proposals submitted by Talen Twente and all agreements concluded with Talen Twente, such to the extent that departures from these General Terms and Conditions are not incorporated in the written agreement.

2.2 In submitting a Registration or issuing an Assignment the Client and Participant also concur with the applicability of these General Terms and Conditions. The applicability of the Client's general terms and conditions, irrespective of how they may be designated, is expressly rejected.

2.3 Clients arranging for the Registration of Participant(s) enter into an obligation towards Talen Twente to inform the Participant(s) of these General Terms and Conditions and to impose them on the Participant(s). The Client indemnifies Talen Twente against all claims submitted by the Participant(s) in the event that Talen Twente cannot invoke the provisions of these General Terms and Conditions against the Participant(s) as a result of the Client's failure to fulfil the aforementioned obligation.
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Article 3 Agreements

3.1 Registrations are binding on Talen Twente only once Talen Twente has confirmed them in writing.

3.2 Any changes to the Assignment made by the Client are binding on Talen Twente solely to the extent that Talen Twente has issued written acceptance of those changes, or to the extent that Talen Twente has commenced the performance of the amended Assignment.

3.3 All specifications of and/or statements relating to the services and products, such as the duration of the Courses, the scope and technical implementation of the Teaching material or other work, are issued to the best of Talen Twente's knowledge. Nevertheless, the actual services and products may depart from those specifications and/or statements.

3.4 Minor errors in the Teaching material or other work produced by Talen Twente, inclusive of translations and text services provided by Talen Twente, and including typographical errors that do not have consequences for the editorial content of the illustrations, graphs, etc., of the material, cannot constitute reason for the rejection of the product, refusal of the delivery, or adjustment of the agreed fee.
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Article 4 Fees

4.1 All fees are exclusive of VAT unless explicitly specified otherwise. Talen Twente is entitled to pass on all changes in the VAT rate to the Client and Participant.

4.2 The actual duration of the performance of the Assignment or provision of the Course can be longer or shorter than the time specified by Talen Twente due to the level of the Participant(s), interim changes to the subject matter, and/or interim changes in specific circumstances that could not, in reasonableness, have been foreseen by Talen Twente at the time of the acceptance of the Assignment. Talen Twente is entitled to exercise its discretion in adjusting the fee on the basis of the actual situation or circumstances. Talen Twente shall inform the Client and/or Participant of any such adjustment.

4.3 Changes in or to an Assignment can result in an adjustment of the agreed fee and/or original planning and delivery time. Any such adjustments do not constitute grounds for the dissolution of the agreement.
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Article 5 Delivery, delivery period

5.1 All delivery periods stated by Talen Twente are determined to the best of its knowledge, such on the basis of the information known at the time of the conclusion of the agreement. Although Talen Twente will take maximum possible account of the delivery periods, they cannot be regarded as deadlines unless explicitly otherwise agreed in writing.

5.2 Talen Twente is not bound to delivery periods that are no longer feasible as a result of circumstances occurring subsequent to the conclusion of the agreement. Talen Twente and the Client shall enter into negotiations as soon as possible once Talen Twente establishes that there is a threat of the transgression of a delivery period.
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Article 6 Payment

6.1 Unless explicitly agreed otherwise, the Client or Participant shall settle invoices within thirty days of the date of the invoices. In addition, invoices issued in connection with the provision of a Course shall be settled before the relevant Course begins.

6.2 A Client or Participant who fails to settle an invoice in time is in default without prior notice of default.

6.3 The Client or Participant shall, without prejudice to their other obligations, owe statutory interest on the outstanding amounts from the due date of the invoice until the day the payment is made in full.

6.4 The Client or Participant shall bear the expense of all costs Talen Twente incurs in collecting a debt. These costs amount to at least 10% of the outstanding amount, with a minimum of 125 euros.

6.5 Talen Twente is at all times entitled to require security to be furnished, both on or after the conclusion of the agreement. The same is also applicable to Talen Twente's suspension of the performance of the agreement until such time as security has been furnished and/or Talen Twente has received (full or partial) advance payment.
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Article 7 Participants, lessons, teaching material

7.1 The admission of a Participant to a Course pursuant to the admission requirements issued by Talen Twente does not constitute a guarantee that the Participant shall successfully complete or finish the Course. In principle, the Client is responsible for the selection of Participant(s) for Course(s) organised in collaboration with the Client; however, the Client shall comply with Talen Twente's admission requirements to the maximum possible extent.

7.2 Talen Twente is entitled to exclude Participants who exhibit conduct detrimental to or otherwise impede the normal progress of a Course from further participation in that Course. Any such exclusion is without prejudice to all obligations to pay the Course fees.

7.3 Other than in cases of force majeure the specified dates and times of the lessons shall be strictly observed. Talen Twente is not under the obligation to repeat lessons when the Participants were unable to attend the original lesson. The payment obligation for any lessons that may be missed remains impaired.

7.4 In principle, no duplicates of Teaching material shall be issued. Talen Twente is entitled to exercise its discretion in deciding to depart from this provision when Talen Twente is of the opinion that this is fair in view of extraordinary circumstances. In such situations duplicates will be made available for a fee.
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Article 8 Intellectual property rights

8.1 Talen Twente The copyright and/or any other intellectual property rights to all Teaching material and any other work arising from or related to an Assignment or Course prepared by Talen Twente are vested in Talen Twente unless explicitly agreed otherwise, in writing, by the parties.

8.2 The Client or Participant may use all Teaching material produced and/or made available by Talen Twente solely for personal purposes. The Client or Participant is not, without prior written permission from Talen Twente, permitted to:

- reproduce Teaching material or any other work, either in whole or in part, and/or to publish that Teaching material or any other work, either in whole, or in part by means of print, photoprint, microfilm, optical disk, magnetic disk or tape, storage in a retrieval system accessible to third parties, or by any other electronic or mechanical means whatsoever.

- issue, sell or make Teaching material or any other work available to third parties, either in whole or in part.
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Article 9 Liability, company information

9.1 Talen Twente's liability is in all instances restricted to the invoice amount of that part of the agreement which gave cause to the liability. This liability is inclusive of the third-party liability for Talen Twente's personnel and the third parties called in by Talen Twente, economic loss and intangible loss, inclusive of consequential loss, which can be imputed to Talen Twente.

9.2 Talen Twente cannot accept any liability for damage to the (personal) property of Participants or the Client.

9.3 All Teaching material or other work developed and/or compiled by Talen Twente which arises from or is related to an Assignment or Course is prepared with great care and to the best of Talen Twente's knowledge. Nevertheless, Talen Twente cannot give any guarantees whatsoever that the materials and works are correct and complete. Consequently Talen Twente cannot accept any liability whatsoever for loss, irrespective of the nature of the loss, resulting from actions and/or decisions based on the materials and works referred to above.

9.4 The Client accepts the full responsibility and liability for any drawings, models or any other directions, in the broadest sense of the words, provided by the Client for the development and/or compilation of Teaching material or other works in the event that the production and/or issue of Teaching material and/or other works impairs or infringes third party intellectual rights or any other rights. The Client shall indemnify Talen Twente against all claims from third parties arising from any such impediment or infringement.

9.5 Talen Twente undertakes to treat all company information provided by the Client with due care. Talen Twente shall not make this information available to third parties for their use or publish the information without prior consultation with the Client.

Talen Twente shall be free to use any information provided by the Client and/or Participant during the performance of the Assignment unless otherwise agreed in writing.
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Article 10 Cancellation, premature termination

10.1 Talen Twente is at all times entitled to cancel a Course and/or refuse a Registration without being under the obligation to pay compensation or costs.

10.2 Clients or Participants can cancel participation in Courses solely in writing. The Client or Participant is required to pay half the fee for an individual Course cancelled prior to the planned starting date. The full fee is due in the event of cancellation after this date, or in the event of premature termination. Half the fee is due for all other Courses cancelled up to two weeks before the planned starting date. The full fee is due in the event of cancellation after this date, or in the event of premature termination.

10.3 In-company Course or individual Course lessons can be shifted one time unit, without further cost, by no later than five working days or two working days respectively before the planned date. On cancellation within the stipulated period the relevant lesson is omitted without entitlement to compensation. Unless otherwise agreed the entire Course shall be completed within a period of twice the originally specified duration, whereby the period is measured from the first agreed lesson and is of a maximum of one year.

10.4 Open Course lessons can be cancelled solely when one Client has registered all the Participants, whereby the regulations for the cancellation of a lesson of an In-company Course are also applicable to lessons of an Open Course.

10.5 The Client is entitled to prematurely terminate agreements other than those relating to the provision of a Course by means of registered letter. The Client is then under the obligation to pay the full invoice amount for that part of the Assignment that had been performed at the time of the termination of the Assignment. This amount is increased by 75% of the invoice amount for that part of the Assignment that would have been performed in the six weeks subsequent to the termination of the agreement.
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Article 11 Force majeure

Should Talen Twente, in reasonableness, be of the opinion that a case of force majeure gives due cause to do so the Talen Twente is entitled either to terminate the agreement entirely or in part or to suspend the performance of the agreement, such without any obligation to pay compensation. In such situations Talen Twente shall reimburse the Client any fees that may have been paid in advance in proportion, such after the deduction of 20% of the total invoice amount to cover costs already incurred by Talen Twente. No restitution will be made in the event that the advance payments amount to less than 20% of the total invoice amount.

In the event that the case of force majeure relates to a specific meeting for the Course then Talen Twente shall, when possible, either endeavour to set a different date or time for the relevant meeting or shift the entire Course programme by one time unit.
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Article 12 Dissolution

Talen Twente can, without under any obligation to pay compensation, terminate the agreement with the Client by means of registered letter, such with immediate effect and without judicial intervention, in the event that:

a. the Client submits an application for a moratorium or files a petition for liquidation, is declared bankrupt or offers a settlement in lieu of bankruptcy, or attachment orders are placed on any part of the Client's property;

b. the Client ceases operations, no longer strives to achieve the objects of the company, decides to liquidate the company, or loses the Client's legal personality in some other manner;

c. the Client or Participant fails to fulfil one of more obligations arising from the agreement, fails to fulfil one or more of those obligations in time, or fails to fulfil one of more of those obligations in the proper manner within 30 days of a registered letter from Talen Twente requesting fulfillment of the obligation(s).

The above provisions are without prejudice to Talen Twente's other legal powers, such as the right to demand fulfillment and/or claim compensation.
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Article 13

13.1 The Client undertakes to inform Talen Twente's employees or external experts (to be) called in by Talen Twente for the performance of work on the Client's site within the context of the agreement in advance of any hazards that may be associated with the Client's operations. Talen Twente, or at least its employee(s), must also receive adequate information about the measures the Client has implemented to reduce the aforementioned hazards and prevent accidents.

13.2 Participants making use of computers, Internet, e-mail or other Talen Twente facilities may do so exclusively and solely for the purposes of their Course. Any user ID (login name) and password that may have been issued for this purpose are personal, and may not be disclosed to others.

13.3 The Participants are forbidden to visit sites and/or (down)load files or information deemed to be of a pornographic, discriminatory, racist or offensive nature or to be otherwise socially unacceptable. The Participants are also forbidden to misuse Talen Twente facilities for outgoing communications, of any form whatsoever, that could be regarded as undesirable or inappropriate by the recipient or could be construed as originating from Talen Twente.

13.4 The Participants are also forbidden to make changes of any form whatsoever in the physical or operational functionality of the systems used by Talen Twente, such as the accidental or deliberate addition or deletion of files or the (down)loading of viruses.

13.5 Talen Twente reserves the right to monitor incoming and outgoing data traffic at any required time. Talen Twente reserves the right to exclude Participants who breach the provisions of articles 13.2 to 13.4 inclusive or who make some other form of inappropriate use of Talen Twente's facilities from further participation in the Course and to recover any direct or indirect loss that may have been incurred from the Participant or Client. The obligation to pay the Course fees will then remain unimpaired.

13.6 The Participant(s) and Client shall refrain from approaching the personnel or contractors of Talen Twente, either directly or via intermediaries, for the performance of work compatible with that of the Assignments as referred to in Article 1 for a period of at least one year after the completion of an Assignment.
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Article 14 Applicable law, and competent court

All agreements concluded with Talen Twente are governed by Netherlands law. All disputes shall be submitted to the competent court in Rotterdam in the event that the Client or Participant does not give notification that the Client or Participant wishes to submit the dispute to the court conferred jurisdiction by legislation within one month of the date on which Talen Twente invokes this provision.

Elycio BV is registered with the Chamber of Commerce in Amsterdam under 32082819. These General Terms and Conditions are also filed with the with the Chamber of Commerce in Amsterdam.
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