General Terms and Conditions of DIARI B.V. [EUROPA BUSINESS SCHOOL], with registered office in Amsterdam, Jan van Galenstraat 335, 1061 AZ – the Netherlands.
Article 1. Applicability and definitions
- Unless agreed otherwise in writing, these general terms and conditions apply to all offers of and every agreement entered into with DIARI B.V., referred to below as EUROPA BS, and the trade names that DIARI B.V. uses (EUROPA BUSINESS SCHOOL) for its services.
- “DIARI BV” means a B.V. incorporated under the laws of the Netherlands and registered at the Chamber of Commerce under number 72771097 and with registered address at Jan van Galenstraat 335, 1061 AZ, the Netherlands.
- Client: Any natural person or legal entity that has a contractual relationship with EUROPA BS under an agreement that has been entered into with EUROPA BS. The term ‘client’ also means those under whose instructions and at whose expense goods are supplied.
- Proposal/offer: Non-binding offer from EUROPA BS to a client.
- Order confirmation: Written acceptance of an order (email or analogic) by EUROPA BS.
- Services: all services provided by EUROPA BS with online courseware and content; digital services and courses; in-person courses and events; digital membership; software applications and platforms; and any other products and services (“Services”). Some of our Services may include third-party software that is downloaded to your computer or mobile device and may be automatically updated from time to time; these terms will apply to all such updates.
- An exception to the provisions of these general terms and conditions can be made only and exclusively if and insofar as this has been expressly agreed in writing.
- If the client also refers to their general terms and conditions, those terms and conditions are not applicable. EUROPA BUSINESS SCHOOL does not accept any general terms and conditions of a client and expressly rejects the applicability of clients’ terms and conditions. This is not affected by any contrary provision in the terms and conditions of a client.
- Any reference in these general terms and conditions to the ‘supply (of goods)’ also means the supply and rendering of services and work of any nature.
- “General Terms and Conditions” means these General Terms and Conditions.
Article 2. Proposals
1. All proposals and other offers of EUROPA BS are regarded as a non-binding offer by EUROPA BS to a client. A proposal or other offer therefore does not bind EUROPA BS in any way, not even after a client has accepted EUROPA BS’s proposal and/or offer.
2. The agreement with EUROPA BS is concluded only after EUROPA BS’s written confirmation and acceptance (the order confirmation). This order confirmation serves as acceptance by EUROPA BS. An agreement is concluded when EUROPA BS sends the order confirmation.
3. EUROPA BS is not a degree granting institution. EI BS training aims to: realize a collaborative learning experience where the input and contribution of the participants will realize the opportunities for the whole study-community; helping students expanding their knowledge and providing full understanding on the different scenarios and situations that exist in the field of business; understanding meaningful concepts and apply the strategies learned for the benefit of your business organization; overcoming business challenges and reach new heights in leadership with the help of executive training programs. Such training programs must allow you to have a glimpse on new career opportunities and responsibilities as a leader.
4. All designs, drawings, models, samples, descriptions, images made and supplied by EUROPA BS, as well as all appendices and documents that are attached to EUROPA BS’s proposals and offers, will remain EUROPA BS’s property. Tools made by EUROPA BS will also remain its property. All items and goods referred to in this paragraph must be returned to EUROPA BS immediately on request and may not be copied and/or given to third parties without EUROPA BS’s express written request. EUROPA BS also reserves any existing rights from intellectual and industrial property.
5. All agreements between EUROPA BS and a client qualify, in relation to EUROPA BS’s obligations, as a best-efforts obligation and expressly not as an obligation to obtain a specific result. EUROPA BS therefore does not warrant that specific results of any nature will be achieved.
Article 3. Price
1. EUROPA BS’s prices exclude turnover tax and, unless expressly agreed otherwise in writing, also exclude transport and any other costs.
2. The prices specified in proposals, contracts and order confirmations are based on the cost factors that applied when the agreement was concluded, including exchange rates, wage costs, insurance premiums, taxes and other government levies.
3. If one or more of the cost factors increase after the date on which the agreement is concluded but before the delivery date, EUROPA BS reserves the right to pass on these increases to the client. In such cases, both Parties are entitled to terminate the agreement without the need for judicial intervention and without it being held accountable and liable to pay compensation to a client as a result.
Article 4. Payment
1. Payment must be made within the period specified on the invoice and, failing that, within 15 days of the invoice date.
2. EUROPA BS is entitled at all times to require advance payment or another form of security from the client. The client is obliged to comply with such a request.
3. Payments made by the client are first allocated to settle all payable interest and costs, followed by the longest outstanding invoices, even if the client states that the payment relates to a later invoice.
4. If payment is not made by the due date, the client will be in default by operation of law as from the following day and liable, inter alia, to pay statutory interest on the full invoice amount.
5. If EUROPA BS must take action to collect outstanding invoices, the client is moreover liable to pay the extrajudicial costs equal to fifteen per cent of the outstanding receivable(s), subject to a minimum of €250.00, plus all other third-party costs for the purpose of the collection.
6. The previous paragraph does not apply to agreements between EUROPA BS and natural persons who are not acting in the course of a profession or a business. If EUROPA BS’s client is a natural person who is not acting in the course of a profession or a business and this client has unpaid invoices, he/she will be liable to pay collection costs in accordance with the applicable statutory arrangement.
7. In case of no-show (non-attendance at an event in presence), the client is required to pay the entire commission and the same conditions apply as indicated in the previous paragraphs of this article.
Article 5. Hiring third parties
- EUROPA BS is entitled at any time, and without the client’s consent, to hire third parties for the performance of the agreement entered into with the client.
Article 6. Delivery period
- All delivery periods and dates stated by EUROPA BS are determined to the best of its knowledge and based on the information that was known to it when the agreement was concluded. However, these periods are indicative only and not binding on EUROPA BS.
- Although EUROPA BS will observe its stated delivery periods and dates as far as possible, exceeding these periods following due communication to the client no later than 15 days before the scheduled start of the course/service provision will not cause EUROPA BS to be in default and also not make EUROPA BS liable to pay any compensation to a client. In this case, EUROPA BS shall provide compensation for the course-fees the client already payed. EUROPA BS cannot be held responsible for any further disbursement or expenses made by the client in relation to the course (i.e. airplane/train tickets/accommodation fees or others).
Article 7. Intellectual or industrial property rights
- All intellectual property rights, including copyright, to all materials developed or provided under the agreement, including proposals, courses, training, development paths, measurement systems, training materials, designs, illustrations, software, etc., vest exclusively in EUROPA BS or its licensors.
- In relation to the materials referred to in paragraph 1 of this article, the client receives a receives a personal, non-exclusive, limited, non-transferable, and revocable license to utilize these materials exclusively in support of the objectives and in the framework of the agreement between the parties and only for the contractually established period. Any other use of the materials as referred to in paragraph 1 and 2 is prohibited. In particular, the client is not permitted to distribute, publish, transfer, sell, rent out, encumber, amend or replicate the materials, or the content of the materials, as referred to in paragraph 1 of this article, in any way.
- If and insofar as intellectual and other property rights relating to the performance of activities under the Agreement by EUROPA BS arise at the client, the client states that it will transfer all such intellectual and other property rights to their full legal extent to EUROPA S BS, free of charge. EUROPA BS hereby accepts that transfer. Insofar as this transfer in advance is ineffective, the client undertakes immediately on a request of EUROPA BS for that purpose to then transfer these intellectual and other property rights to EUROPA S BS.
- As sole exception to paragraph 3 of this article, all intellectual property rights relating to the so-called “PROJECT WORK(S)” exclusively arise and rest on the client and will not be subject to any transfer to EUROPA S BS.
Article 8. Confidentiality.
- Client will abstain from sharing any information in whatever form (i) which EUROPA BS has indicated must be regarded as confidential and/or (ii) which the client knows or reasonably ought to know is confidential in nature.
- The Parties may not use the Confidential Information that is exchanged between them for the purpose of the Agreements other than is necessary for the performance of those Agreements. The Parties may not disclose the Confidential Information to third parties without the written consent of the other Party.
Article 9. Force majeure
- EUROPA BS is not obliged to comply with any obligation towards the client if it is prevented from doing so because of force majeure. This means a circumstance that cannot be attributed to EUROPA BS and for which EUROPA BS is not accountable by law, a legal act or generally accepted standards.
- For the purpose of these general terms and conditions, force majeure, in addition to its definition in legislation and case law, also means all external causes, foreseen or unforeseen, over which EUROPA BS cannot exercise any control (including any failure by EUROPA BS’s suppliers and/or the third parties that it hires to carry out an order to comply with their obligations), but which prevent EUROPA BS from complying with its obligations. This includes strikes in EUROPA BS’s business or in the business of third parties that EUROPA BS has hired to carry out an order. EUROPA BS is also entitled to rely on force majeure if the circumstance that prevents the further performance of the agreement commences after EUROPA BS should have complied with its obligation.
- If EUROPA BS is unable to comply with its obligation to deliver, or to do so properly or on time, because of force majeure, it will be entitled to terminate the agreement, or the part that has not yet been performed, or to suspend the agreement for a fixed period or indefinitely, all at its own discretion.
- In case of force majeure, EUROPA BS is not liable towards a client and a client cannot hold EUROPA BS accountable to pay damages (including but not limited to any travel, accommodation and cancellation costs that are incurred) or to otherwise compensate loss.
Article 10. End of the contract
- Unless otherwise agreed in writing between the parties, EUROPA BS may notify the termination of agreements concluded orally, in writing (either by e-mail or analogically), with due observance of a 30-day notice period. The first day of this notice period is the day following the day on which EUROPA BS gives notice. After this notice and the expiration of this notice period, EUROPA BS and the customer will be released respectively from the delivery obligation and from the obligation to purchase. This does not affect the customer’s obligation to pay for goods or services that have already been delivered.
- EUROPA BS may terminate the agreement concluded with the client, with immediate effect and without notice, if or a. The client is declared bankrupt / put into liquidation, placed under protection, or granted a moratorium on the payment of debts; or b. The client is a legal person and this legal person is dissolved; or c. EUROPA BS learns any fact or circumstance after having entered into an agreement that gives it reason to fear that the customer will not respect the obligations provided by the contract, or d. The client manages his business contrary to the provisions of the law or other government regulations or rules, or e. The client refuses to provide the security required by EUROPA BS; or f. The client does not comply with the obligations established by the agreement concluded with EUROPA BS, even after receiving a notification of default, or g. The client does not respect the basic rules of civil and responsible conduct of the school community. In no case is improper use of the emergency exits, or stand on the stairs of safety.
- It is forbidden for anyone to use the mobile phone and any other electronic device during training activities (students and teachers). During the lessons, therefore, the devices must be kept strictly switched off, unless their use is authorized by the teacher for purely educational purposes. It is expressly obliged to all members of the school community to strictly observe the behavioral indications oriented towards safety and health in the workplace.
- If one of the circumstances listed in paragraph 2 of this article occurs and EUROPA BS makes use of its right to withdraw from paragraph 2, EUROPA BS will be immediately released from its delivery obligations to the customer without the customer being released from the payment obligations pursuant to the agreement concluded with EUROPA BS. In this case, all requests that EUROPA BS has to the customer will be immediately due and payable without further notice of default.
- EUROPA BS is not responsible for damages resulting from the resolution of the Contract with the client.
Article 11. The right of withdrawal
- Pre-contractual information obligations. Before the customer is bound by a distance contract, EUROPA BS provides the customer – in a clear and understandable way – with a series of information, concerning: identity of EUROPA BS, geographical address / telephone / e-mail, main characteristics of the goods or services, price of the good or service, including taxes / additional shipping costs / any other cost, payment / delivery / execution methods and date by which EUROPA BS undertakes to deliver the goods
§ existence or exclusion of the right of withdrawal, conditions, terms and procedures to exercise it, as well as a way to communicate the withdrawal
§ duration of the contract and conditions for withdrawal in the case of a permanent or automatic renewal contract
§ if applicable, information that the consumer will have to bear the cost of returning the goods in case of withdrawal.
The information is provided on the website and on the other promotional tools in a simple and comprehensible language appropriately to the means of communication used.
2. The consumer who wants to withdraw from a distance contract – signed through the site europabs.eu or other web platform – without specifying the reason and claiming only the costs to return the asset to the professional, must do it within 14 days (of calendar) from the conclusion of the contract for the service contracts and from the moment of the acquisition physics of the possession of assets.
3. To inform EUROPA BS of the decision to exercise the right of withdrawal, the consumer can use the email address firstname.lastname@example.org, or submit any other explicit statement. The burden of proof rests on the consumer.
Article 12. Liability/indemnity
1. In case of an attributable breach or delict, EUROPA BS is liable for direct damage or loss only (notwithstanding the provisions of this article). The liability of EUROPA BS is limited to the amount of the due tuition fees. EUROPA BS will never be liable to compensate indirect damage or loss, including but not limited to consequential damage, lost profits, lost savings and/or opportunities and business interruption.
2. The client(student)is liable for and must indemnify EUROPA against all damage or loss that EUROPA suffers, arising from or connected to an imputable breach by the client in the performance of any obligation under the(Study) contract entered into or from any tort or other unlawful act committed by the client against EUROPA BS, its employees, or third parties and/or any contravention of one of his obligations.
- Unless in case of malicious intent or gross negligence, EUROPA BS is not liable for the theft or loss of or damage to the client’s personal property within or around EUROPA BS premises.
- EUROPA BS is not liable for damage or loss that the client/student suffers if he is suspended or expelled from the Study Program.
- In the unlikely case that an event occurs and leads to liability while an order is being carried out, EUROPA BS’s liability will then be limited to the amount or amounts paid out under its liability insurance. An event as referred to in this paragraph also includes an omission. If an event is not covered by EUROPA BS’s liability insurance, EUROPA BS’s liability will be limited in all cases to the amount of the tuition fees.
- EUROPA BS is likewise not liable for damage or loss that arises because the equipment, software, data carriers, registers or other resources that it uses to carry out the order are defective, or for damage or loss that arises if a third party intercepts audio and/or data of telephone, fax or e-mail transmissions, including their possible falsification.
- The advice that EUROPA BS provides is without obligation and not binding on the client. It is up to a client to decide whether or not to follow EUROPA BS’s advice. EUROPA BS is not liable for damage or loss that may occur as a consequence of this advice.
- If EUROPA BS’s performance, including any advice that it provides, does not lead to the client’s intended result, this is at the client’s risk and EUROPA BS will not be liable in this regard.
- The client indemnifies EUROPA BS, judicially and extrajudicially, against all third-party claims that arise in connection with the work that EUROPA BS performs in relation to the performance of the agreement.
- In case of injunctions to amend or delete existing material received from the client, it is the client who is always liable towards the copyright owners of that material and the client indemnifies EUROPA BS against any claims from copyright owners relating to that material.
Article 13. Complaints by the client
- The Client must submit any complaints about the performance of EUROPA BS’ obligations as soon as possible after discovering the ground for the complaint, although no later than 20 (twenty) working days after completion of the obligations, in writing to EI BS, failing which the right to complain will lapse. The complaint must contain the most detailed possible description of the failure(s), so EUROPA BS is able to respond adequately. Complaints about invoices must also be submitted in writing within 5 (five) working days of invoices being sent. At the end of this period, and unless there is evidence to the contrary, the content of the invoices will serve as conclusive proof of the amount and correctness of the performances rendered.
Article 14. Number of participants in training course
- EUROPA BS applies a maximum group size to its various training courses. The client will be informed of this limit at the time of conclusion of the contract.
- Participants are registered in the order in which their registrations are received.
- If a participant is unable to participate, the customer must still pay the full price.
- The customer has the right to send a replacement participant.
- EUROPA BS reserves the right to refuse this substitute participant if his level of knowledge and / or experience is inadequate for the training course and / or the group. The customer must notify EUROPA BS of any replacement participant within 24 hours before the start of the training course, via email.
Article 15. Training dates/number of training days.
- The training dates and number of training days will be established in agreement with the client.
- EUROPA BS is entitled to change the dates and times of training courses up to three weeks before the original start date.
- Training dates and times that have been established cannot be changed by the client, unless EUROPA BS agrees to the change.
- If an agreed training course is not taken up by the client, the client is not entitled to move the training course to a different date. The client is nevertheless obliged to pay for the training course that was not taken up, in accordance with the order confirmation, unless said training course was cancelled in time by the client. For the cancellation terms, please refer to Article 19 of these terms and conditions
- For the masters/courses in the “blended” formula – which includes two distinct phases and comprehends 20% of classroom training and 80% of online training with a final exam – the starting date of the entire master/course is always and in any case the first day of convocation in the classroom in presence.
Article 16. In House Training materials for corporate clients/training location corporate clients
- On request, the training materials can be customized to the corporate client’s own identity. The costs incurred for this purpose are payable by the client.
- Unless agreed otherwise in writing, the corporate client is responsible for providing a suitable location for the training. Location expenses, travel expenses and overnight accommodation for the staff and EUROPA BS’s trainer(s) are payable by the client.
- Cancellation costs for flight tickets, accommodation and related items are always payable by the corporate client.
Article 16. Cancellation of Training
- EUROPA BS is entitled a cancel an open-registration training course no later than two weeks before it starts if the minimum number of registrations needed to give proper training, as determined at its own discretion, is not achieved. Such a cancellation will not lead to any liability for compensation by EUROPA BS.
- If the client cancels an “in house” training course, the following cancellation costs will be payable:
- 8 weeks before the first training date: 30%
- 6 weeks before the first training date: 70%
- 4 weeks before the first training date: 100%
- In case of cancellation, EUROPA BS is released from its delivery obligations towards the client.
- Any cancellation of a training course by the client must be in writing.
- In case of cancellation by the client (both corporate or student), the costs that EUROPA BS has incurred for flight tickets, accommodation and related costs shall always payable. This also applies to cancellation costs for flight tickets, accommodation and related items.
Article 17. Applicable law
EUROPA BS’ proposals and all agreements that it enters into are governed solely by Dutch law.
Article 18. Dispute resolution
Any disputes that arise between EUROPA BS and a client will be settled exclusively by the Amsterdam District Court, insofar as no mandatory rules of jurisdiction preclude this choice of forum.