Clause 1 Definitions

For the purposes of these general terms and conditions, the following definitions shall apply:

1. DC Benelux:
   DC Benelux BV, a company having its registered office in Amsterdam, inter alia carrying on business under the names Dale Carnegie Benelux and Dale Carnegie Training Benelux and with branch offices in inter alia Belgium, Luxemburg and The Netherlands. The trade names “Dale Carnegie” and “Dale Carnegie Training” are owned by Dale Carnegie & Associates Inc., a company having its principal office in Hauppauge, New York, USA.
2. Client:
   each company, institution or person who has entered into negotiations with DC Benelux for an Assignment, or who has given an Assignment to DC Benelux.
3. Assignment:
   
   • any assignment given to DC Benelux by a Client to organise a Training Programme, whether or not for the benefit of the employees of the company or institution in question, or for the benefit of the person in question and/or any third parties indicated by him;
   • an assignment given to DC Benelux by a Client to prepare and supply Educational Material in any form whatsoever;
   • an assignment to provide services such as consultancy, coaching, secondment, translating, text services or industrial documentation in the broadest sense of the words.
4. Training Programme:
   a training programme, coaching, retraining, supplementary training, study or theme day, seminar or any other type of training organised by DC Benelux. A training programme can comprise one or more lessons or sessions (which can be spread over a period of time) and is (also) normally classified as “In-company”, “(open) group” or “(intensive) individual”. A training programme can be offered and conducted wholly or in part at a distance (by telephone, internet or otherwise).
5. Participant:
   the person registered by the Client to take part in a Training Programme that is organised by DC Benelux, which may include the Client itself.
6. Registration:
   the Enrolment of a Participant in a Training Programme whereby an agreement for the receiving of instruction is entered into.
7. Educational Material:
   training programme, educational or instructional material, documentation, lecture notes, syllabuses, e-learning software or any other material whatsoever that is used for a Training Programme or Assignment.

Clause 2 Applicability

1. 2.1 These general terms and conditions shall apply to all quotations and offers made by DC Benelux and to all agreements entered into by DC Benelux, unless otherwise agreed in writing.
   
   
2. 2.2 The Client and Participant signify their acceptance of the application of these general terms and conditions by the act of Registration or by the giving of an Assignment. The applicability of the general terms and conditions of the Client, regardless of the name they are given, is hereby expressly excluded.
   
   
3. 2.3 If the Client arranges Registration on behalf of a Participant(s), the Client is under a duty to DC Benelux to acquaint the Participant(s) with these general terms and conditions and to ensure that the Participant(s) observe them. In the event that DC Benelux is unable to invoke the provisions of these general terms and conditions against the Participant(s) because the Client has violated the aforementioned obligation, the Client shall indemnify DC Benelux against all claims made by the Participant(s).

Clause 3 Agreements

1. 3.1 Registration and applications shall be binding on DC Benelux only after they have been confirmed by DC Benelux in writing.
   
   
2. 3.2 Any changes made to the Assignment by the Client are binding on DC Benelux only in so far as they have been accepted by DC Benelux in writing, or in so far as DC Benelux has actually started to implement the changed Assignment.
   
   
3. 3.3 All statements and/or references made to or about the products and services, such as the duration of the Training Programmes and the scope and technical design of the Educational Material or other work, are made to the best of DC Benelux’s knowledge, however some slight deviation may reasonably occur.
   
   
4. 3.4 Minor errors in the Educational Material or other work supplied by DC Benelux, including translations and text services as well as typographic errors which do not affect the editorial content or the illustrations, diagrams etc. of the material, do not constitute grounds for rejecting the product or its delivery, or for changing the price that has been agreed upon.

Clause 4 Prices

1. 4.1 All prices are exclusive of VAT, unless expressly stated otherwise. DC Benelux is entitled to pass on each change in VAT rates to the Client and the Participant.
   
   
2. 4.2 The numbers and aptitude of the Participant(s), and any changes that need to be made to the subject matter to be discussed and/or any adaptations that need to be made in response to specific circumstances once the course has begun and which could not reasonably have been foreseen, may mean that the actual duration of the Assignment or Training Programme is shorter or longer than initially indicated by DC Benelux. DC Benelux is entitled to adjust the price according to the actual situation and/or circumstances at its own discretion. DC Benelux shall notify the Client and/or Participant of any such adjustment.
   
   
3. 4.3 Changes in or to an Assignment may result in adjustments being made to the price and/or the original schedule and delivery time agreed upon. These changes do not constitute grounds for rescinding the agreement.

Clause 5 Delivery, delivery period

1. 5.1 All delivery periods quoted by DC Benelux are, to the best of its knowledge, fixed on the basis of information available to it at the time that the agreement was made. Delivery periods shall not be binding, unless expressly agreed otherwise in writing.
   
   
2. 5.2 DC Benelux is not bound by delivery periods that can no longer be observed as a result of unforeseen circumstances which arose after the agreement was entered into. In the event that any period of time is about to be exceeded, DC Benelux and the Client shall consult with one another about this as soon as possible.

Clause 6 Payment

1. 6.1 The Client or Participant shall settle invoices no later than thirty days after the date on the invoice, unless expressly agreed otherwise. Furthermore, invoices which relate to the organisation of a Training Programme must be paid prior to the start of that Training Programme.
   
   
2. 6.2 In the event that payments are not made in time, the Client or Participant shall immediately be deemed to be in default, without any further default notice being necessary.
   
   
3. 6.3 The Client or Participant shall be liable, leaving its other obligations intact, to pay statutory interest on the outstanding amounts from the date on which the invoice became due up to the day on which full payment is received.
   
   
4. 6.4 All costs incurred by DC Benelux in the course of recovering the money that is owed to it, shall be for expense of the Client or the Participant. These costs shall amount to at least 10% of the amount due, subject to a minimum of € 150.
   
   
5. 6.5 DC Benelux is entitled to demand a guarantee of payment at all times, both before and after making an agreement. If it so wishes, DC Benelux may suspend the carrying out of an agreement until such time as a guarantee has been issued and/or (a full or partial) advance payment has been received by DC Benelux.
   
   
6. 6.6 Claims made in respect of the Educational Material or other work developed by DC Benelux which arise out of or are related to an Assignment or Training Programme, or the manner in which DC Benelux conducts a Training Programme, must be submitted in writing within seven days of delivery. The submission of a claim does not constitute grounds for suspending or refusing payment.

Clause 7 Participants, Lessons, Educational Material

1. 7.1 The admission of a Participant on the grounds that he meets the admission standards set by DC Benelux is no guarantee that the Participant will successfully complete the Training Programme. If a Training Programme is organised in collaboration with a Client, it is in principle up to the Client to select the Participants. In this case, the Client shall comply as far as possible with the admission standards set by DC Benelux.
   
   
2. 7.2 DC Benelux is entitled to exclude Participants who obstruct the normal conduct of the Training Programme through their behaviour or in any other manner, from further participation in the Training Programme. Exclusion does not affect any obligation to pay the programme fee that has been agreed upon.
   
   
3. 7.3 Programme times and dates shall be observed strictly, with the exception of circumstances of force majeure. DC Benelux is not obliged to repeat lessons for Participants who were prevented from attending those lessons. The payment of any missed lessons remains due and owing.
   
   
4. 7.4 In principle, duplicate copies of Educational Material will not be available. DC Benelux may, at its own discretion, deviate from this rule when, in view of special circumstances, it deems this to be fair. In this case, the duplicate copies will be made available at a charge.

Clause 8 Intellectual property rights

1. 8.1 The copyright and/or any other intellectual property rights to the Educational Material or any other work arising from or related to an Assignment or Training Programme produced and/or compiled by DC Benelux or Dale Carnegie Training are held by DC Benelux or Dale Carnegie & Associates Inc., unless the parties have expressly agreed otherwise in writing.
   
   
2. 8.2 The Client or Participant may use the Educational Material or any work produced and/or made available by DC Benelux solely for its own benefit. Without express prior written consent from DC Benelux and Dale Carnegie & Associates Inc., it is not allowed to:
   
   • copy and/or publish Educational Material or any other work wholly or in part by means of (digital) reproduction or a reference system that can be accessed by third parties, or in any other manner whatsoever.
   • hand over, sell or make Educational Material or any other work available wholly or in part to third parties.

Clause 9 Liability, corporate information

1. 9.1 DC Benelux’s liability is limited in all cases to the value of the invoice issued for the part of the agreement that gives rise to liability. Liability includes legal liability for members of staff and for third parties engaged by them, for pecuniary and non-pecuniary damage, including consequential damage, the cause of which can clearly be imputed to DC Benelux.
   
   
2. 9.2 DC Benelux accepts no liability for damage to the (personal) property of Participants or the Client.
   
   
3. 9.3 The Client is solely and fully liable and responsible for the accuracy, unambiguity and completeness of the (to be translated) texts, drawings, models, information and/or instructions in the fullest sense of the words provided by it to DC Benelux for the development and/or compilation and/or execution of Educational Material or other work. At the same time the Client declares that the development and/or compilation of Educational Material and other work on the basis of the material it has provided does not affect the intellectual property rights of third parties, and does not violate any other right. The Client shall indemnify DC Benelux against all claims made by third parties in that respect.
   
   
4. 9.4 All Educational Material or any other work that is developed and/or compiled by DC Benelux as a result of or in relation to an Assignment or a Training Programme, has been compiled with the greatest care and to the best of DC Benelux’ s knowledge. However DC Benelux cannot guarantee its accuracy and completeness in any way whatsoever. DC Benelux does not accept liability for damage of any kind whatsoever that results from actions and/or decisions that are based on the materials and works referred to above. The use of the Educational Material or any other work, in any manner whatsoever, shall be decided solely by the Client and shall be done entirely at the Client’s own cost and risk.
   
   
5. 9.5 DC Benelux undertakes to store all corporate information made available to it by the Client with proper care. DC Benelux will make this information available to third parties for inspection or use or publication only after prior consultation with the Client. DC Benelux may potentially make free use of any information made available to DC Benelux by the Client and/or Participant when carrying out the Assignment, unless otherwise agreed in writing.

Clause 10 Cancellation, termination before the agreed time

1. 10.1 DC Benelux shall be entitled at all times to cancel a Training Programme and/or to refuse an Application, without being obliged to pay compensation for damage or costs.
   
   
2. 10.2 The Client or Participant may only cancel participation in a Training Programme in writing. When cancellation is made up to two weeks prior to the scheduled starting date, 50% of the fee shall be payable together with any compensation that may be due in accordance with Clause 10.6. When cancellation is made within two weeks of the scheduled starting date or once the Training Programme is underway, the full fee is payable. If it so wishes the Client may register one or more substitute Participants. In addition to the full Training Programme fee this shall be subject to additional administrative costs of € 150 for each substitute Participant.
   
   
3. 10.3 The Client or Participant may postpone an In-company or individual Training Programme lesson to the next scheduled lesson up to fifteen (in-company) and five (individual) working days respectively prior to the date on which it is scheduled without incurring extra costs, excepting those costs that are due in accordance with Clause 10.6. Lessons that have not been taken within six months of the start of the Training Programme shall be cancelled.
   
   
4. 10.4 A lesson in an open group Training Programme may only be cancelled in the event that all the Participants have been registered by one Client. In this case the same rules as those set out in Clause 10.3 for the cancellation of an In-company Training Programme shall apply.
   
   
5. 10.5 The Client is entitled to terminate an agreement which does not relate to the organisation of the Training Programme before the proper time by means of a registered letter. The Client shall then be obliged to pay 100% of the value of the invoice for that part of the Assignment that has already been completed prior to the date of termination. Furthermore, this amount shall be increased by 75% of the value of the invoice for that part of the Assignment that would have been completed during the six weeks following termination.
   
   
6. 10.6 In the event that the Client decides to cancel an Assignment or to postpone lesson(s), DC Benelux shall be entitled to charge the Client for costs that it has already incurred, and for costs relating to commitments that it has already made (inter alia for the research, development and production of specific material required for an assignment, the booking of personnel, travel facilities and external training locations), with a minimum of € 150.

Clause 11 Force majeure

1. 11.1 In the event that, in DC Benelux’s reasonable opinion, a situation of force majeure situation so requires, it shall be entitled to terminate the agreement wholly or in part, or to suspend the carrying out of the agreement temporarily without being liable to pay any indemnification. Any monies paid in advance by the Client will be reimbursed by DC Benelux pro rata, less 20% of the total value of the invoice to reimburse the costs that have already been incurred by DC Benelux. If the amount that has already paid is less than 20% of the total value of the invoice, no reimbursement shall be made.
   
   
2. 11.2 In the event that the force majeure relates to a set Training Programme meeting, DC Benelux will endeavour, in so far as this is possible, to schedule a different time or date for this meeting.

Clause 12 Dissolution

DC Benelux may rescind the agreement with the Client by means of a registered letter with immediate effect without legal intervention and without liability to pay any compensation in that respect, in the event that:

1. The Client applies for a suspension of payments or files for bankruptcy or is declared bankrupt or makes an offer of composition, or if any part of its assets are subject to an attachment;
2. The Client discontinues its activities, fails to pursue the objectives set out in its Articles of Association, goes into liquidation, or loses its legal identity in any other way;
3. The Client or Participant fails to fulfil one or more of its obligations under the agreement or fails to fulfil them on time or fully and fails to rectify any such omission within 30 days of DC Benelux pressing it to do so.

The above provision leaves DC Benelux’s other legal rights such as the right to claim performance and/or damages intact.

Clause 13

1. 13.1 The Client undertakes to inform DC Benelux’s employees or experts brought in from outside by DC Benelux to conduct a training on the Client’s location of the safety requirements in force and about any potential dangers that Client’s activities may involve. Furthermore DC Benelux, or at least its employees and the experts who are brought in from outside must be kept sufficiently well informed of the measures that have been taken the Client to reduce the dangers referred to above and to prevent accidents.
   
   
2. 13.2 The Participant(s) who make(s) use of computers, the Internet, e-mail or any other of DC Benelux’s facilities may do so solely for the purpose of the Training Programme being attended. Any user identification (login names) and passwords provided for this are personal and non-transferable.
   
   
3. 13.3 When using DC Benelux’s facilities the Participant is not allowed to:
   
   • visit sites and/or to (down)load files or information of a pornographic, discriminatory, racist, insulting or otherwise socially unacceptable nature;
   • misuse DC Benelux’s facilities for outgoing communication in any form whatsoever, in a manner that might be perceived by the recipient as unwanted or inappropriate, or that might be understood to have been sent by DC Benelux;
   • make any changes of any nature whatsoever to the physical or operational functionality of systems used at DC Benelux, for instance by (un) knowingly adding or deleting files or by (down)loading viruses.
     
     
4. 13.4 DC Benelux also retains the right to monitor the content of incoming and outgoing data traffic at all times. When a summary breach of the provisions of Clause 13.2 and 13.3 occurs or when any other inappropriate use is made of its facilities, DC Benelux retains the right to exclude the Participant from the remainder of the Training Programme and to recover any possible direct or indirect damage suffered from the Participant or Client. In that case, the obligation to pay the Training Programme fee remains in full force.
   
   
5. 13.5 DC Benelux is entitled to contact ( former) Participants and Clients from time to time with a view to informing them about Training Programmes and other products/services offered by DC Benelux and/or its sister companies. DC Benelux shall not make any information about Participants, Clients or employees available to third parties, unless required by law.
   
   
6. 13.6 The Participant(s) and the Client shall refrain from approaching employees or clients of DC Benelux either independently or through third parties for the purpose of organising activities similar to the Assignments described in Section 1 for a minimum period of two years after the completion of an Assignment .

Clause 14 Applicable law and competent court

All agreements entered into with DC Benelux are subject to Dutch law. All disputes shall to be tried by a competent judge in Rotterdam in so far as the Client or the Participant fails to express a wish to have the dispute tried by a legally declared competent judge, within one month of DC Benelux having invoked this provision.

DC Benelux BV is registered with the Chamber of Commerce in Amsterdam under number 32074201. These General Terms and Conditions have also been lodged at the same Chamber of Commerce.

(version January 2007)