Table of Contents
Filed with the Dutch Chamber of Commerce under registration number 87927993.
1. Definitions
1.1. The following terms are used in these General Terms and Conditions:
- ‘Agreement’: the agreement between PPC Mastery and the Customer on the basis of which PPC Mastery provides training, education, workshop(s) and/or any other service, including but not limited to Memberships;
- ‘Company’: the natural person, partnership, or legal entity acting in the exercise of a profession or business;
- ‘Consumer’: the natural person not acting in the exercise of a profession or business;
- ‘Customer’: the Consumer who- or Company which enters into an Agreement with PPC;
- ‘Distance Agreement’: an Agreement concluded via a system organized by PPC Mastery, using only distance communication techniques;
- ‘Participants’: Individuals who participate in training, education, and workshops provided by PPC Mastery and/or who are granted a Membership by PPC Mastery on the basis of an Agreement (such as employees of the Customer or other individuals designated by Customer and accepted by PPC Mastery);
- ‘Party(ies)’: Customer and/or PPC Mastery;
- ‘PPC Mastery’: PPC Mastery B.V., registered at the Dutch Chamber of Commerce under number 87927993, established at Kiefteweg 10-2, 7151HT, Eibergen, Netherlands;
- ‘Membership’: the non-exclusive and non-transferable right to access (parts of) PPC Mastery's digital platform, granted by PPC Mastery to Customer and/or the Participants to whom the Agreement relates.
2. Scope of applicability
2.1. These General Terms and Conditions apply to all quotations, offers, and services from PPC Mastery and to all Agreements with PPC Mastery.
2.2. General purchase— or other general conditions of the Customer are not applicable to the legal relationship between the Parties and are hereby specifically excluded.
2.3. If one or more provisions of these General Terms and Conditions should be void or voided in whole or in part at any time, the other provisions of these General Terms and Conditions will remain fully applicable and effective. In that case, PPC Mastery and Customer will consult to agree on new provisions to replace the void or voided provisions, taking into account as far as possible the purpose and purport of the original provisions.
3. PPC Mastery offers
3.1. All PPC Mastery offers are without obligation. If no period for acceptance is specified in the offer, the offer will lapse within 7 days or so much earlier if the goods or services to which the offer relates are no longer available in the meantime.
3.2. PPC Mastery cannot be held to an offer if the Customer reasonably understands that the offer contains an obvious mistake or clerical error.
3.3. Any offer and/or quotation made on PPC Mastery's behalf must be accepted in its entirety. Partial acceptance or rejection of an offer and/or quotation will invalidate the entire offer and/or quotation.
4. The agreement
4.1. The existence of an Agreement can only be proved against PPC Mastery by means of a contract signed by PPC Mastery or by explicit written (which includes digital communications such as email) confirmation from PPC Mastery after the Agreement has concluded.
4.2. Any variation/supplement to an Agreement will only apply as against PPC Mastery and can only be proved as against PPC Mastery in writing (which includes digital communications such as email) signed by PPC Mastery.
5. Prices
5.1. PPC Mastery's prices and offers are in EURO, exclusive of VAT and other government levies, unless explicitly stated otherwise. PPC Mastery is entitled to pass on any increases in the aforementioned taxes and levies to the Customer.
6. Payment
6.1. Payment shall be made in the manner agreed upon between the parties. If no method of payment has been agreed upon, payment of the amount due shall be made in full and at once in advance. If payment is due monthly, payment shall be made by direct debit within fourteen days at the start of the month to which the payment relates.
6.2. The Customer shall not be entitled to set off or withhold any payment due to PPC Mastery on any ground whatsoever.
6.3. In the event of the Customer's liquidation, bankruptcy, suspension of payments or arrangement with creditors, or in the event of a decision or application to that effect, PPC Mastery claims on the Customer will be due immediately and in full, and PPC Mastery will be entitled to dissolve the Agreement with the Customer with immediate effect without being liable to pay damages to the Customer, PPC Mastery will also be entitled to claim the total of the amounts the Customer would still have had to pay PPC Mastery if no dissolution had taken place as damages from the Customer, without prejudice to PPC Mastery right to claim other damages, costs, and interest.
6.4. PPC Mastery will be entitled to have payments made by the Customer deducted in the first place from the costs, then from the interest accrued, and finally from the principal sum, even if the Customer has designated a different order for allocation.
6.5. By the mere failure of the Customer to comply on time or in full with any obligation incumbent upon him/her, the Customer shall be in default without further notice of default being required. All payment terms to be observed by the Customer are strict deadlines, whereby the Customer shall be in default by the mere exceeding thereof.
6.6. From the date the Customer defaults on payment of any amount, it will owe PPC Mastery – without further notice of default being required – Interest of 1% per month or the legal commercial interest, whichever is higher, on that amount up to the date of payment in full.
6.7. As soon as the Customer is in default, the Customer will also be liable to pay PPC Mastery all extrajudicial and judicial costs incurred by PPC Mastery. Extrajudicial collection costs will be at least 15% of the amount owed, subject to a minimum of €1,000.
6.8. If the Customer is a Consumer, once any payment term has expired, PPC Mastery will – in derogation from Articles 6.5. to 6.7. – grant Customer a period of at least 14 days in which to comply with his/her payment obligations. If payment is still not made within that period, the Customer will owe statutory interest on the amount still due, and PPC Mastery will be entitled to charge extrajudicial collection costs it has incurred. Those collection costs will be: 15% on outstanding amounts up to €2,500, 10% on the next €2,500 and 5% on the next €5,000, subject to a minimum of €40.
7. Membership
7.1. If the Agreement includes access by Customer and/or Participants to the PPC Mastery online platform, this access is considered to be granted in terms of a Membership. A Membership is a non-exclusive and non-transferable right to use (parts of) the online platform of PPC Mastery, granted by PPC Mastery, whether or not in addition to any training, education and/or workshops provided by PPC Mastery. The right of use is strictly for the Customer's and/or designated Participants' use. The Customer and Participants are not entitled to sell, lease, sub-license, or otherwise make the right of use available to third parties. On Membership, the following provisions (articles 7.2 – 7.7. and articles 8.1. – 8.5.) also apply.
7.2. PPC Mastery will make the online platform available to the Customer and/or Participants at the start of the Membership.
7.3. PPC Mastery will endeavor to keep its online platform continuously available for the membership duration but does not guarantee that the online platform will be available at all times.
7.4. PPC Mastery is entitled to make interim substantive and technical changes to the online platform and its content. Any new modules and functionalities may be offered by PPC Mastery to the Customer on payment and will not automatically fall within the scope of existing Agreements c.q. Memberships.
7.5. The Customer and Participants are required to provide the information, instructions, or cooperation necessary to make the online platform offered by PPC Mastery available or to provide access to it, failing which PPC Mastery will be entitled to dissolve the Agreement and/or end the Membership immediately.
7.6. If a Membership is granted by PPC Mastery as part of a training-, education- and/or workshop- program (for example but not exclusively as study-, instruction and/or supporting material) the Membership is considered to be an extra and uncompulsory service provided by PPC Mastery in which case PPC Mastery is entitled to end the Membership c.q. right of use (access to the online Platform) at any time immediately, without giving reasons. Any Membership granted as part of a training-, education- and/or workshop- program expires in any case after a period of one year from the conclusion of the Agreement unless expressly agreed otherwise.
7.7. If the Membership ends, the Customer/Participant shall refrain from any direct or indirect use of the online Platform provided by PPC Mastery previously made available to him/her by PPC Mastery and shall be required to remove all content downloaded from it and stored on the Customer's/Participant's (computer) equipment immediately.
8. End of membership
8.1. A Membership lasts for the period mentioned in the Agreement (the initial Membership period). Termination during this period is impossible except in cases expressly regulated in these general terms and conditions.
8.2. After the expiration of the initial Membership period, the Membership is automatically renewed for a period equal to the initial Membership period. Memberships can be terminated at the end of the initial Membership period and at the end of each (whether or not silent) renewal, with a notice period of 1 month.
8.3. If the Customer is a Consumer, – in deviation from article 8.2. – the Membership is automatically renewed for an indefinite period after the expiration of the initial Membership period, and after the moment of renewal, the Membership may be terminated at any time by either of the parties, taking into account a notice period of 30 days.
8.4. Termination must be done by email to info@ppcmastery.com. Termination is only valid if PPC Mastery has received the termination and confirmed it in writing/by email. If the Customer is a consumer, termination can also be done via the PPC Mastery website.
8.5. If a Membership ends (in any way), the non-exclusive and non-transferable right of use provided by PPC Mastery to the Customer and/or designated Participants expires. After the Membership ends, the Customer and/or designated Participants must refrain from any direct or indirect use of all (previously) provided digital and/or online products by PPC Mastery and the online platform of PPC Mastery and is obliged to immediately delete all content downloaded from it and stored on the Customer's (computer) equipment c.q. devices.
8.6. In case of termination of a Membership, PPC Mastery shall not be obliged to any refund/reimbursement of any payment made under the Agreement. Termination of any Membership by PPC Mastery shall under no circumstance constitute any default/shortcoming/failure to perform in the Agreement by PPC Mastery, nor does it constitute any obligation of PPC Mastery to pay any compensation to Customer and/or the Participant concerned.
9. Right of withdrawal
9.1. If the Customer is a Consumer and there is a Distance Agreement, the Consumer has the right to revoke the Agreement within 14 days without giving reasons. The period of 14 days commences when the Agreement is concluded.
9.2. To exercise the right of withdrawal, the Customer must notify PPC Mastery in an unequivocal statement that it is exercising its right of withdrawal. The Customer may use the revocation form PPC Mastery provides for this purpose. The Customer must send the declaration of revocation before the revocation period has expired.
9.3. If PPC Mastery has not yet issued the Model Revocation Form to the Customer, the period of 14 days – as referred to in Paragraph 1 of this Article will expire 14 days after the day the Customer receives the form, but no later than 12 months after the end of the reflection period described in Paragraph 1 of this Article.
9.4. If the Customer exercises his/her right of withdrawal, the Agreement shall be terminated by operation of law.
9.5. If the customer is a consumer who has expressly waived his right of withdrawal or if the Customer is a Business, the Customer has no right of withdrawal and – even if he/she did receive a withdrawal form with an Agreement – cannot invoke the provisions of this Article.
10. Quality
10.1. The (content of the) training, education(all materials), workshops, and information provided by PPC Mastery have been compiled with the greatest care and diligence. PPC Mastery makes every effort to keep those up-to-date and free of inaccuracies. Despite these efforts, the (content of the) training, education(al materials), workshops, and information provided by PPC Mastery may contain inaccuracies. The Customer and/or Participant may point this out to PPC Mastery by e-mail (info@ppcmastery.com), after which PPC Mastery will correct any inaccuracies. However, the Customer/Participant cannot derive any rights (including any right to damages, price reduction and/or rescission) from any inaccuracies in the (content of the) training, education(all materials), workshops, and information provided by PPC Mastery.
10.2. PPC Mastery may use or engage third parties to fulfill its obligations under Agreements.
10.3. PPC Mastery may transfer all or part of its rights and obligations under Agreements to third parties, provided those third parties give an assurance that they will continue to fulfill their obligations to the Customers in full and on time.
11. Liability
11.1. If PPC Mastery is liable for any reason arising from or related to the Agreement, PPC Mastery's liability is excluded and limited to what is regulated in this provision. Even if the Client holds PPC Mastery liable on grounds other than the Agreement (such as tort, undue payment, or unjust enrichment), the Client must comply with the exclusions and limitations in this article. If and to the extent that different provisions of this article 10 would result in a different extent of PPC Mastery's liability, the provision resulting in the liability of the lesser extent shall prevail.
11.2. Client cannot derive any rights or expectations from a price, budget, or advice previously issued by PPC Mastery unless expressly agreed otherwise by the Client and PPC Mastery.
11.3. PPC Mastery is not bound by photos and texts used for illustration and description of Products on its website, in promotional materials, in advertisements, or through any other medium. Such media is only provided for information purposes. PPC Mastery is, therefore, not liable for inaccuracies or deviations in the aforementioned photos or texts.
11.4. Except for damages due to intent or deliberate recklessness, any liability, including damages due to lost profits, lost sales, missed savings, damages due to business interruption, damages due to claims of relations of the Client, damages related to use of items or systems of the Client's choice, the consequences of data loss, or any other further liability of PPC Mastery is excluded.
11.5. If PPC Mastery is liable for any damage, the liability of PPC Mastery is limited to a maximum of the invoice value, excluding VAT, of the Agreement, or at least of the Product or Membership to which the liability relates.
11.6. PPC Mastery's liability will, in any case, always be limited to the amount its insurer actually pays out in the case in question. Should there be no payment or should the payment be less than the damages, the provisions of this Article will apply without prejudice.
11.7. PPC Mastery will only be liable for direct damages. Direct damages are understood to mean only damages which have a direct causal and foreseeable connection to the circumstances giving rise to liability. In addition, direct damages will be deemed to include only reasonable costs incurred to ascertain the cause and extent of the damage, in so far as such ascertainment relates to damage as referred to in these Terms and Conditions, any reasonable costs incurred to make PPC Mastery faulty performance conform to the Agreement in so far as they can be attributed to PPC Mastery, and reasonable costs incurred to prevent or limit damage, in so far as the Customer demonstrates that those costs resulted in limiting direct damages as referred to in these General Terms and Conditions.
11.8. PPC Mastery will never be liable for indirect damages, including consequential loss, lost profits, lost sales, lost savings, and loss due to business interruption.
11.9. PPC Mastery will always exercise due care when engaging third parties not belonging to its organization. PPC Mastery will not be liable for any shortcomings on the part of these third parties.
11.10. PPC Mastery will also not be liable for (the consequences of) equipment, software, data, and files, registers, or other items used in executing the Agreement not functioning properly, none of which are excepted.
12. Force majeure
12.1. Neither party is obliged to meet any obligation, including any statutory and/or agreed guarantee obligation, if it is prevented from doing so by circumstances beyond its control. Circumstances beyond PPC Mastery's control include, among other things: (i) circumstances beyond the control of PPC Mastery's suppliers, (ii) defects in goods, hardware, software, or materials of third parties that PPC Mastery uses on client's instructions, (iii) measures by public authorities, (iv) power failures, (v) failures of the Internet, data network or telecommunication facilities, (vi) (cyber) crime, (cyber) vandalism, war or terrorism (vii) general transport problems and (viii) epidemics.
12.2. If a force majeure situation lasts for more than sixty days, either party has the right to terminate the agreement, in writing, for breach. In such an event, all that has already been performed under the agreement must be paid for on a proportional basis, without anything else being due by either party to the other party.
13. Intellectual property
13.1. All intellectual property rights, including copyright, which relate to any records, data, other documents, materials, and other information (whether digital or otherwise) provided and/or compiled by PPC Mastery (including but not limited to information provided by PPC Mastery during training-, education- and/or workshop sessions, or through the PPC Mastery's digital platform), belong to PPC Mastery and may not be reproduced, disclosed or disclosed to third parties without PPC Mastery prior written consent.
13.2. PPC Mastery reserves the rights and powers vested in it under the Copyright Act (Auteurswet) and other intellectual laws and regulations. All intellectual property rights created under an Agreement will accrue exclusively to PPC Mastery to the exclusion of others. PPC Mastery will be entitled to use the knowledge gained by its side in executing an Agreement for other purposes as well, provided no confidential Customer data is disclosed to third parties in the process.
13.3. All records, data, and other documents and materials (whether digital or otherwise) provided and/or commissioned by PPC Mastery to the Customer and/or participant(s) are intended solely for the (resp.) Customer's and/or participant(s) use and may not be reproduced, disclosed, or disclosed to third parties without PPC Mastery's prior written consent.
13.4. PPC Mastery may take (technical) measures to protect its knowledge, records, data, other documents and materials, and digital platform (or access to them) and the software and/or software developed or used by it in that context. The Customer is not permitted to (attempt to) remove or circumvent that protection (or have it removed).
13.5. PPC Mastery is entitled to use the Customer's figurative mark, logo, and name in its external communication.
14. Privacy
14.1. By using PPC Mastery Services, the Customer and/or Participant agrees to PPC Mastery processing (personal) data relating to the Customer in accordance with the General Data Protection Regulation. The Customer and/or Participant agrees to include the Customer's and/or Participant's (personal or company) data in PPC Mastery digital and administrative systems. A description of how PPC Mastery deals with personal data is given at our privacy policy.
14.2. On the Customer being a company, the responsibility for personal data processed by the Customer using products, software, software and/or services supplied by PPC Mastery rests entirely with the Customer.
14.3. The Customer, who is a business, is itself responsible for compliance with its obligations under applicable laws and regulations, including those relating to privacy.
14.4. The Customer, who is a company, shall comply with its specific obligations under the Personal Data Protection Act and applicable similar and successor regulations regarding the protection of personal data in the context of its obligations under the Agreement with PPC Mastery, including the General Data Protection Regulation 2016/679/EU. At PPC Mastery's request, the Customer shall cooperate in any (legal) act(s) necessary for PPC Mastery to comply with the regulations referred to in the preceding sentence, including but not limited to entering into a processing agreement if required under these regulations.
14.5. The Customer, who is a company, indemnifies PPC Mastery against all costs, third-party (legal) claims, damages and/or expenses caused by the Customer and resulting from the failure of the Customer or its employees or agents to comply with the applicable laws and regulations referred to in this article.
15. Other
15.1. Should several (natural or legal) persons have bound themselves as the Customer, they will each be jointly and severally liable to PPC Mastery in full for all obligations arising under the Agreements. Obligations under the Agreements are joint and several, including as regards the Customer's heirs and assigns.
16. Applicable law and disputes
16.1. All legal relationships to which PPC Mastery is a party will be governed exclusively by Dutch law, even if all or part of an obligation is performed abroad or if the party involved in the legal relationship is domiciled there.
16.2. All disputes between PPC Mastery and the Customer will be submitted to the competent court in Overijssel (the Netherlands) exclusively, i.e., to the exclusion of other competent courts and arbitration, unless a court in another place has jurisdiction on the basis of a mandatory statutory provision.