General conditions

These general terms and conditions were made on January 6, 2020 and last amended on April 7, 2020.
Substantive amendment on April 7, 2020 concerns the addition of the newly offered form: Online (Art. 3) and the description of the Offer has been categorized in accordance with the included definition Offer since the amendment.

Article 1 Definitions

In these general terms and conditions, the following definitions shall apply:
Offer: This is the total of all WIAL Netherlands Training and Guidance products and services. See also our website.
General Terms and Conditions: these general terms and conditions.
Arrangement Costs: the catering costs made available by WIAL Nederland during a Course, Guidance. For Incompany, these are for the client.
Certificate: WIAL Netherlands gives under its own name all participants who have followed the program a certificate of participation.
Certification: WIAL worldwide is the official certification body for Action Learning. There are WIAL Netherlands products that comply with it.
Consultancy: an Incompany process provided by WIAL Netherlands at the client's site for research, description, design and implementation guidance.
Facilitators: these are action learning coaches/trainers/teachers/speakers/researchers/experience experts and/or consultants deployed by WIAL Netherlands who guide the process in accordance with our program and models.
Incompany/Group: a Training, Guidance provided by WIAL Netherlands for a client in private for a group of participants to be designated by the client.
Investment: the Investment in euros excluding VAT for one of our products and services.
Client: (i) any private individual who purchases a Training, Guidance from WIAL Nederland on the basis of open registration or (ii) any company/institution that purchases a Training, Guidance from WIAL Nederland.
Venue Costs: costs for room hire made available by WIAL Nederland for the purpose of carrying out a Training, Guidance. In case of Incompany these are for the client.
Training & training module: is used here as a synonym for Training, Guidance.
Training material: training, teaching or instructional material, documentation or any other material in any form used as part of the Training, Guidance.
Online: was added as a form in 2020 in addition to the existing physical meetings. Since then, a training or guidance can also be taken through an online tool. It may also be possible for a training course to be offered in a combination form online and physically.
Open Enrollment: a training course that, provided possible admission requirements are met, is open to any interested party.
Agreement: an agreement, between WIAL Netherlands and a client regarding the provision of a Training, Guidance by WIAL Netherlands, whether or not for the benefit of employees of that client.
Training: a training course provided by WIAL Netherlands as described on its website. WIAL Netherlands provides Training in the form of Open Enrollment and as Incompany/Group Training. A Training may be divided into one or more module(s) and may be spread over several days.
Website: the website of WIAL Netherlands: www.wialnl.nl

Article 2 Applicability

1. All quotations, offers and services of WIAL Netherlands and all Agreements concluded by WIAL Netherlands are subject to the General Terms and Conditions, insofar as they have not been deviated from in accordance with Article 2(3).

2. By registering for a Training/Team-coaching/Team-ownership/Consultancy or Research assignment, the Client accepts the applicability of the General Terms and Conditions. WIAL Netherlands expressly rejects the applicability of the Client's general terms and conditions, however named.

3. Deviations from the General Terms and Conditions shall be valid only if expressly agreed in writing between WIAL Netherlands and the Client. In the General Terms and Conditions, written shall also mean any form of electronic communication (for example, e-mail or on the Website).

4. In cases not provided for in the relevant Agreement and/or the General Terms and Conditions, WIAL Netherlands will make reasonable arrangements.

5. The (whole or partial) invalidity or non-binding nature of one or more provisions of the General Terms and Conditions shall not affect the validity or binding nature of the remaining provisions. Should it appear that a provision is invalid or non-binding, WIAL Nederland and the Client shall replace the invalid or non-binding part by a provision that is valid and binding and whose legal consequences, given the content and scope of the provision concerned, correspond as far as possible to those of the invalid or non-binding part of this provision.

Article 3 Online

We assume that each participant maintains normal business manners as they are physically common also online. The standards of conduct are included in the Privacy Policy. WIAL Netherlands is not responsible for the methods and actions of the party the online environment is used from. For now, WIAL Online makes use of Zoom. By participating in a WIAL Online meeting, participant agrees to this.

Article 4 Offer

1. WIAL Netherlands issues the offer in writing by mail.

2. The offer contains a description of the Training, Guidance and/or of the material that forms part of it. The offer also indicates whether its use is mandatory.

3. The offer shall at least state the following information in a clear and comprehensible manner:

a. the manner of execution of the Agreement;
b. when the Training, Guidance will start;
c. the conditions under which the Training, Guidance may not take place;
d. to the extent applicable: the admission requirements to participate in the Training, Guidance;
e. the Investment including all additional costs and taxes;
f. the method of payment;
g. the duration (term) of the Agreement.

4. These General Terms and Conditions are expressly disclosed to the Client prior to the Agreement and are an integral part of WIAL Netherlands' general information provision. At the Customer's request, WIAL Netherlands shall send a copy of the General Terms and Conditions free of charge.

5. The Agreement also includes the following information:

a. the identity and address of WIAL Netherlands;
b. the Client's right to rescind the Agreement within 14 calendar days in accordance with Article 7(1);
c. the period of validity of the offer.

Article 5 Agreement

1. The Client enters into an Agreement with WIAL Netherlands by registering for the Training, Guidance. Registration for a Course, Guidance takes place (i) through the registration form from WIAL Netherlands' brochure, (ii) by telephone, (iii) by e-mail using the digital registration form provided by WIAL Netherlands, or (iv) through the registration form on the Website.

2. The Contract is established when WIAL Netherlands accepts the registration for a Training, Guidance in writing by mail and is deemed to be established at the time WIAL Netherlands has confirmed in writing by mail the registration for one to the Client. An Incompany Training, Guidance is always ratified with the signing of a contract. The confirmation of a Training, Guidance also serves as proof of registration for relevant product or service. Meeting any admission requirements for a Course, Guidance is not a condition for the conclusion of the Agreement. Even if the admission requirements are not met, the Agreement will be established. Even if the offer is not signed but the training has been/is already given, is equivalent to the establishment of the Agreement.

3. In Training, Guidance, the date of Training, Guidance shall generally mean the date of the first meeting.

4. WIAL Netherlands is entitled to obtain information from third parties about the creditworthiness of a Client who has applied for a certain Training, Guidance. If the outcome of such creditworthiness inquiry is negative, WIAL Netherlands shall be entitled to terminate the Agreement.

5. Customer is not entitled to transfer the rights and obligations under the Agreement to a third party without the written consent of WIAL Netherlands. WIAL Netherlands may attach further conditions to this consent.

Article 6 Cancellation

1. If, in the opinion of WIAL Netherlands, the number of registrations for a particular Training, Guidance assignment is insufficient, WIAL Netherlands shall be free to agree with the Client that the Training or Training Module in question will be followed at another Training location, another date and/or another time. If WIAL Netherlands and the Client do not reach agreement on such change(s), the Client shall be entitled to cancel the Training in question free of charge. In this case, the Customer shall be liable to pay the costs for the Training components already offered.

2. Prior to the start of a Training, Guidance assignment, the Client has the right to cancel it. Cancellation can only be done by email to [email protected]. The time of receipt by WIAL Netherlands of the cancellation is the date of sending of the relevant e-mail. The scheduled commencement date of the (rescheduled) Training, Guidance assignment shall serve as the starting point in determining the amount of the costs of cancellation as referred to in Article 6 paragraphs 3 and 4.

3. In case of cancellation as referred to in Article 6(2), WIAL Netherlands shall be entitled to charge the following costs to the Client:

a. for cancellation up to two months before the start of the Training, Guidance assignment: 10% of the Investment with a minimum of EUR 50;
b. for cancellation between two months and one month before the start of the Training, Guidance assignment: 25% of the Investment;
c. for cancellation between one month and two weeks before the start of the Training, Guidance assignment: 50% of the Investment;
d. for cancellation less than two weeks before the start of the Training, Guidance assignment: the total Investment.

4. In case the Client cancels a Training, Guidance assignment after it has been rescheduled by WIAL Netherlands at the request of the Client as referred to in Article 7(4), WIAL Netherlands shall be entitled to charge the following costs to the Client:

a. for cancellation in the period between the date of relocation and two weeks before the start of the relocated Training, Guidance assignment: 50% of the Investment;
b. for cancellation less than two weeks before the start of the relocated Training, Guidance assignment: the total Investment.

5. In case the Client cancels a Training, Guidance assignment after it has been modified by WIAL Netherlands at the request of the Client as referred to in Article 7(5), WIAL Netherlands shall be entitled to charge the following costs to the Client:

a. for cancellation in the period between the date of the change and two weeks before commencement of the changed Training, Guidance assignment: 50% of the Investment for which the Client was originally enrolled (i.e. before the change), unless the Investment for the changed situation is more than the Investment for the original, in which case 50% of the Investment for the changed situation will be charged;
b. in case of cancellation less than two weeks before the start of the changed situation: the total Investment for which the Client was originally (i.e. before the change) registered, unless the total Investment for the changed situation exceeds the total Investment for the original situation, in which case the total Investment for the changed situation will be charged.

6. Cancellation by the Client of a Training, Guidance assignment can only take place before WIAL Netherlands has started the implementation of that Training, Guidance assignment. Cancellation of a Training, Guidance order may only be made by email to [email protected]. The moment of receipt by WIAL Netherlands of the cancellation is the date of the sending date of the e-mail concerned. The scheduled commencement date of the Training, Guidance assignment applies as the starting point in determining the amount of the costs of cancellation as referred to in article 6 paragraph 7.

7. In the event of cancellation as referred to in Article 6(6), WIAL Netherlands shall be entitled to charge the following costs to the Client:

a. for cancellation after the conclusion of the Agreement, and if there is no question of sub b, c or d of this article 6 paragraph 7: 20% of the costs of the Training, Guidance assignment;
b. for cancellation between two months and one month before the start of the first meeting: 25% of the costs of the Training, Guidance assignment;
c. for cancellation between one month and two weeks before the start of the first meeting: 50% of the cost of the Training, Guidance assignment;
d. for cancellation less than two weeks before the start of the first meeting: the total cost of the Training, Guidance assignment.

Article 7 - Termination/relocation of Training, Guidance Agreement.

1. If the Customer is an individual, the Customer has the right to dissolve the Agreement without giving reasons for 14 calendar days after the conclusion of an Agreement.

2. If the Client terminates the Agreement prematurely after commencement of the Training, there is no right to any refund of the amount paid or still owed by the Client to WIAL Netherlands, with the exception of (i) what is stipulated in Article 7 paragraph 3 .

3. Full or partial refund of the Investment of a Training is at the sole discretion of WIAL Netherlands and only possible in the event of an early termination of the Agreement due to a serious illness or calamity - whereby WIAL Netherlands may require proof thereof in the form of a medical certificate or otherwise - and insofar as the Training has not yet commenced or been scheduled. The medical certificate or otherwise must show the (medical) circumstance invoked by the participant.

Moving Training, Guidance
4. WIAL Nederland may in exceptional cases, at the request of the Client, move a Training, Guidance to another location, different date and/or time. The decision on whether or not to move a Training, Guidance lies solely with WIAL Netherlands. WIAL Netherlands will charge the Client EUR 125,- (EUR 50,- if the Investment excluding VAT is equal to or less than EUR 250,-) excluding VAT for the administrative processing of a relocation. The Client must pay these costs (together with any other costs of the Training, Guidance still due) at the latest within 14 days of WIAL Netherlands' decision to relocate the Training, Guidance. These costs will in any case include the costs of the meetings that have already taken place prior to the relocation of the Training, Guidance, including Location costs and Arrangement costs. These costs will not be deducted from the total costs of the relocated Training, Guidance. The method of payment chosen by the Customer in accordance with Article 9 as well as the time of payment will remain unchanged.

Change Training, Guidance
5. WIAL Netherlands may in exceptional cases, at the request of the Client, change a Course, Guidance to another Course, Guidance. The decision on whether or not to change a Course, Guidance lies solely with WIAL Netherlands. WIAL Netherlands shall charge the Client EUR 125,- (EUR 50,- if the Investment excluding VAT is equal to or less than EUR 250,-), excluding VAT, for the administrative processing of such change. The Client must, within 14 days of WIAL Netherlands' decision to modify the Training, Guidance at the latest, pay these costs together with the full costs of the modules of the Training, Guidance already started.
6. WIAL Netherlands reserves the right to modify a Training, Guidance in case of reprogramming requirements or for the purpose of qualitative improvement of the Training, Guidance.
7. WIAL Netherlands reserves the right to increase the group size indicated in the Agreement by up to three participants.

Article 8 Certificate and Certification

1. Each participant will receive a WIAL Netherlands Certificate of Attendance upon completion of the Training, provided the participant has attended the entire program. At the start and end of the Training, the participant signs the attendance form to prove his/her attendance.

2. WIAL Netherlands has a number of training programs where a certification process official to WIAL is linked. In case a participant meets all requirements, the participant can request WIAL Netherlands to propose the participant to WIAL to start the certification process.

Article 9 Payment

1. If the Client is an individual, payment shall take place exclusively by means of lump sum payment 14 days prior to the start of the Training. The Client does so by means of a payment transfer to the IBAN number listed on the WIAL Nederland invoice and quoting the reference given there.

2. If the option is offered, the Customer may pay the costs of a Training in installments. In this case, the Customer must indicate the chosen method of payment when registering for a Training and it cannot be changed after registration for a Training. Payment in installments is subject to a surcharge.

3. Payment shall be made no later than the due date as stated on the relevant invoice. WIAL Netherlands aims to send the (first) invoice to the Client four weeks before the start of the Training. WIAL Netherlands applies a payment term of 14 days.

4. The Client must have paid the full cost of an Incompany/Group Training or the contractually stipulated advance amount in the case of a Consultancy assignment to WIAL Netherlands prior to the first meeting of the Incompany/Group Training or Consultancy assignment. Unless the Client of a Training, in advance and contractually determined, has opted for the installment payment. The installment payment means paying 50% prior to the first start day and the second 50% before the second half of the training starts. The dates are listed on the invoice. The Customer pays a surcharge for installment payment.

5. The Customer shall pay the invoice for Consultancy and Research work no later than 14 days from the invoice date.

6. If the Customer has not paid the amount due in full within the prescribed period, WIAL Netherlands shall send the Customer a payment reminder offering the Customer the opportunity to still pay within 14 days of receipt of that reminder. If the Customer has not paid the amount due in full within that period, the Customer shall be in default without further notice.

7. If a Customer fails to pay within the stipulated period, additional collection costs, shall be borne by the Customer. These costs shall amount to at least 10% of the amount due, with a minimum of EUR 115. WIAL Netherlands shall also claim statutory commercial interest from the due date of the invoice until the day of full payment. However, if the Client is an individual, the additional costs (including statutory interest) will be calculated in accordance with the applicable legal regulations. In case of non-timely payment, WIAL Netherlands will hand over the claim to a collection agency.

8. If the Customer has opted for payment in installments and fails to meet its payment obligation, then from the moment the Customer is in default, all payment installments are immediately due and payable.

9. If the Client is an individual and the Client's employer co-contracted the payment obligation in connection with the Training and/or co-signed the Agreement, both the Client and its employer shall be jointly and severally liable and liable to pay all that the Client owes and may owe at any time to WIAL Nederland under the Agreement. The employer's joint and several liability shall remain in full force in the event of interim termination of the employment relationship between the Client and the employer.

Article 10 Legitimation

1. When registering for a Training, the Customer is required to provide on the registration form the correct and full name of the Customer as stated in a valid identification document and, where applicable, the participant who will attend the Training.

2. Each person attending a Training is required to carry the written confirmation as mentioned in article 5 paragraph 2 in combination with a valid identification document during the meetings of the Training and to show it upon request of the Facilitator or any other official of WIAL Netherlands.

Article 11 Investment

1. The cost of each Training and the method of payment (as well as whether payment in instalments is possible for that Training) are stated in the brochures and on the Website. The Location Costs and the Arrangement Costs form an inseparable part of the total costs of the Training, unless it has been contractually agreed with the Customer of an Incompany/Group that they will provide a location and arrangement themselves. In that case, the Customer takes care of, for example, the choice, the reservation, any supporting facilities such as a beamer and the payment.

2. Interim cost-investment-increasing-factors (such as among others but not exclusively: purchase prices, exchange rates, wages, taxes, duties, charges, and freights) that come into play after the conclusion of the Agreement, may be passed on by WIAL Netherlands to the Client.

3. If the Customer is an individual, and the cost-investment-increasing-factors referred to in Article 11 paragraph 2 lead to a change in the Investment of a Training within 3 months after the conclusion of the Agreement, the Customer has the right to terminate the Agreement.

4. All amounts quoted by WIAL Netherlands are exclusive of VAT.

Article 12 Liability WIAL Netherlands

1. In the event that the Client or participants in a Training, Consultancy or Interim assignment suffer damage, the liability of WIAL Netherlands, in all cases is limited to compensation for direct damages (liability for indirect damages - for example consequential damages, delay damages, lost profits and lost sales - is therefore excluded). The scope of the compensation obligation is limited to the amount paid by the Customer in (or in respect of) the calendar year in which the damaging event occurred. Under no circumstances shall WIAL Nederland's compensation obligation exceed the amount actually paid to WIAL Nederland by WIAL Nederland's insurer.

2. WIAL Netherlands is in no way liable for damages, of any kind, resulting from (any) incorrect or incomplete information/recommendations/advices provided in connection with the Training, Consultancy or Interim assignment. This includes: the information/recommendations/advice provided by the Facilitator or through the Training materials, the brochure or any other work resulting from or related to a Training, Consultancy or Interim assignment.

3. WIAL Netherlands is not liable if a participant does not comply with the (safety) instructions.

4. WIAL Nederland's liability also extends to all persons for whom WIAL Nederland is responsible (such as persons employed by WIAL Nederland or appointed by WIAL Nederland to execute the Agreement).

5. If the Client is not itself participating in a Training, Consultancy or Interim assignment, the Client warrants that the participants for whose benefit the Training, Consultancy or Interim assignment was taken have accepted the aforementioned limitations of liability.

Article 13 Delivery of Training Materials

1. If applicable, WIAL Netherlands shall deliver the Training Materials to the Client in a timely manner prior to the commencement of the Training.

2. Wrong or damaged Training Materials will be replaced immediately by WIAL Netherlands free of charge.

3. All terms of delivery of Training Materials used by WIAL Netherlands have been established to the best of its knowledge based on data known to WIAL Netherlands when the Agreement was concluded. WIAL Netherlands accepts no responsibility for exceeding delivery times.

4. WIAL Netherlands shall not be bound by delivery deadlines that cannot be achieved due to unforeseen circumstances that occurred after the conclusion of the Agreement.

5. When sending Training Materials abroad, the actual costs will be calculated according to current basic rates of Post NL, with a 10% surcharge for administrative processing.

Article 14 Outage Facilitator

1. In the event of illness and/or prevention of a Facilitator, WIAL Netherlands shall - to the extent possible - provide equivalent replacement. If an equivalent replacement proves impossible, WIAL Netherlands shall notify the Client as soon as possible and propose alternative dates on which the Training or Consultancy assignment in question can be carried out.

2. In case of illness and/or prevention of a Facilitator, the Client is not entitled to any (compensation). WIAL Netherlands will not charge additional costs for the provision of class days resulting from illness and/or prevention of a Facilitator.

3. A Client cannot (i) cancel a Training, Consultancy or Interim assignment due to Facilitator failure at no cost, or (ii) terminate the Agreement early due to Facilitator failure.

Article 15 Confidentiality

WIAL Nederland, its personnel and/or persons working for WIAL Nederland will treat confidentially the information provided by the Client.

Article 16 Personal Data

WIAL Nederland processes the personal data provided by the Client in accordance with WIAL Nederland's privacy policy. The Client guarantees itself and that the data subjects whose personal data are provided have been informed and agree to the processing of their data by WIAL Netherlands. The Privacy Policy can be viewed on the website.

Article 17 Intellectual property rights

1. All intellectual property rights, including copyright, pertaining to the Training Materials provided and compiled by WIAL Netherlands (except commercially available books) belong to WIAL Netherlands. No part of these publications may be reproduced and/or disclosed without written permission from WIAL Netherlands.

2. Customer warrants that drawings, models, materials or other works provided by it or by participants for whose benefit the Training is taken, to WIAL Nederland do not infringe or violate any intellectual property rights of third parties.

Article 18 Business partners

WIAL Nederland is entitled to have all or parts of a Training provided by a business partner authorized by WIAL Nederland, in which case the Agreement between Client and WIAL Nederland and these General Terms and Conditions shall continue to apply in full.

Article 19 Modification of the General Conditions

The General Terms and Conditions may be amended by WIAL Netherlands. Notification is made by personal notice or by a general notice on the Website.

Article 20 Dispute resolution

1. The Agreement is governed by Dutch law.

2. If Client has a dispute regarding the conclusion or performance of agreements relating to services to be provided or delivered by WIAL Netherlands, Client shall first discuss the matter with the Facilitator in question or locally with someone else from the WIAL Netherlands organization.

3. If the dispute is not settled satisfactorily, the Customer may submit the complaint to the management of WIAL Nederland by email to [email protected]. The management of WIAL Netherlands will respond within five working days.

4. If the handling of this has not resulted in a for satisfactory solution, the Customer may submit the dispute to the ordinary courts in the area where WIAL Netherlands is located.

5. A dispute must be brought before WIAL Netherlands within twelve months of its arising.