Article 1: General
1.1 The following general conditions shall apply to all offers and quotations of MaximuM and to all agreements concluded with MaximuM, unless expressly agreed otherwise in writing.
1.2 The applicability of any terms and conditions of the Client not mentioned here is expressly rejected.
Article 2: Mutual obligation
2.1 Quotations of MaximuM are based on the information provided by the principal. The Client warrants that, to the best of its knowledge, it has provided all essential information for the design and execution of the assignment. MaximuM shall perform the services to be rendered by MaximuM to the best of its knowledge and ability. This obligation is in the nature of a best-efforts obligation, not a result obligation, whereby MaximuM is obliged to fulfil the obligations to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
2.2 In order to ensure that the execution of the assignment proceeds properly and as much as possible in accordance with the time schedule, the Client shall provide in good time all documents and data required by MaximuM for the execution of the assignment.
2.3 This also applies to the provision of employees and any adequate working space within the principal’s own organisation, to the extent necessary for the fulfilment of the assignment.
Article 3: Execution of assignment and personnel
3.1 MaximuM shall determine the manner in which the granted assignment is performed.
3.2 MaximuM may, in consultation with the principal, change the composition of the assignment management or assignment team if it deems this necessary. The change must not reduce the quality of the services to be provided nor adversely affect the continuity of the work. A change in composition may also take place at the request of the Principal in consultation with MaximuM.
3.3 The involvement or engagement of third parties in the performance of an assignment by the principal or MaximuM shall only take place in mutual consultation.
3.4 During the performance of the assignment and within one year after termination of an assignment, neither party may employ an employee of the other party or negotiate employment with such employee, other than in consultation with the other party.
Article 4: Rates of in-company and customised leadership processes and coaching
4.1 MaximuM is permitted to change the rates half-yearly in the context of a complete rate change, on the understanding that new rates must be communicated to the principal at least one month before they come into effect.
4.2 Time, travel and accommodation expenses related to transport and overnight stays of MaximuM’s employees in connection with the assignment may be invoiced by MaximuM to the Client. This will be explicitly stated in the quotation.
4.3 Any other assignment-related costs may also be invoiced to the Principal by MaximuM.
Article 5: Terms of payment
5.1 MaximuM invoices the Client at the moment the quotation for the assignment is approved in writing by the Client.
5.2 Payment must be made within fourteen days of the invoice date, unless otherwise stated on the invoice. If the invoice is not paid within this period, a reminder will be sent after seven days. If the invoice is not paid within the term of the reminder, a second reminder will be sent. The principal will also be charged the administrative and office expenses incurred. If payment is not made, MaximuM may suspend (further) performance of the assignment, invoking the uncertainty exception. If the principal is in default or fails to fulfil one or more obligations, all reasonable costs incurred in obtaining satisfaction of MaximuM’s costs shall be borne by the principal, both judicial and extrajudicial.
Article 6: Changes to the assignment of in-company and customised leadership processes
6.1 MaximuM reserves the right to revise the time schedule of the assignment, if the parties agree in the interim to extend or change the approach, working method of the assignment and/or the resulting work. If the interim alteration of the assignment arises through the fault of the principal, MaximuM will make the necessary adjustments, if the quality of the services requires this. If an adjustment results in additional work, this will be confirmed and invoiced to the client as an additional assignment after consultation with the client.
Article 7: Premature termination of the assignment of in-company and customised leadership programmes
7.1 Apart from completion of the commissioned work, the agreement may – subject to all rights – terminate with immediate effect if either party is declared bankrupt, has applied for a moratorium, or discontinues its business operations, as well as if either party is guilty of violating any provision of the agreement concluded between the parties and these general terms and conditions and has not remedied this violation within fourteen days of a demand to that effect.
7.2 In the event of providing in-company and customised leadership programmes, MaximuM reserves the right, in the event of insufficient participation, which shall be at MaximuM’s sole discretion, to dissolve the agreement with a refund of any amounts already paid.
Article 8: Cancellation or change of assignment by the principal of in-company and customised leadership programmes
8.1 Upon cancellation of an approved workshop, all out-of-pocket costs already incurred plus all hours incurred will be charged. In addition: in case of cancellation up to 1 full month before the appointment: 50% of the budget. In case of cancellation during the month preceding the booking, or on the day of the booking itself: a supplement to 100% of the quotation.
8.2 If hotel and/or location costs have been incurred by MaximuM for the assignment, all costs in the event of cancellation charged to MaximuM by the hotel and/or location will be invoiced to the Principal.
Article 9: Cancellation or modification of the assignment by the principal of individual guidance or coaching
9.1 Cancellation or modification of individual counselling or coaching may be done free of charge up to five working days prior to the scheduled appointment. For cancellation or modification between five working days prior to the scheduled appointment, 100% of the offer amount will be invoiced to the client.
9.2 The participant of a coaching process has the right to temporarily stop the process in order to resume it within 12 months. Also, the participant of a coaching trajectory has the right to change coaches in the interim as long as they are represented by MaximuM.
Article 10: Cancellation or modification by the client of individual participation in a workshop
10.1 Cancellation or modification of individual participation in a workshop is only possible by agreement if notified at least four weeks before the start of the workshop. The participant can then be placed in the next scheduled workshop group.
10.2 Upon the departure of the employee at the client, the client can have another employee take the place in the already scheduled group. If this does not suit the client at that time then the client has 12 months to exercise the right.
Article 11: Liability
11.1 MaximuM is not liable for any damage arising from and/or during the use of services provided by MaximuM, even if such damage was caused by third parties engaged by MaximuM in the performance of the agreement.
11.2 MaximuM shall be liable for shortcomings in the performance of the assignment, insofar as they are the result of a failure to exercise the due care, expertise and craftsmanship which may be relied upon in the context of the assignment concerned. The liability for damage caused by the shortcomings shall be limited to the amount of the fee received by MaximuM for work performed in the context of the assignment. In the case of assignments with a lead time exceeding six months, the liability referred to here shall be further limited to a maximum of the fee charged for the last six months.
11.3 The Client shall indemnify MaximuM against third-party claims.
11.4 In performing the assignment, MaximuM shall not be liable for loss, theft or damage to personal property.
11.5 If the assignment is given by more than one client, all clients are jointly and severally liable for the fulfilment of the obligations under these general terms and conditions.
11.6 MaximuM has the right to exclude a participant from participation without the participant being entitled to a refund.
Article 12: Confidentiality and exclusivity
11.1 MaximuM is obliged to keep all information of the principal confidential towards third parties. MaximuM will take all possible precautions in the context of the assignment to protect the client’s interests.
11.2 What is discussed between MaximuM’s coach and the participant is one hundred per cent confidential. Third parties – including clients – never receive direct feedback on the content of MaximuM’s sessions. A series of sessions may conclude with an evaluation discussion with the participant, the client and the coach. In that case, the participant decides which parts of the programme will be discussed.
11.3 All intellectual and/or industrial property rights regarding data and information provided by MaximuM to the Client, in whatever form, remain the property of MaximuM. Duplication and/or distribution and/or exploitation of information provided by and/or through MaximuM is not permitted without MaximuM’s express written consent.
11.4 By entering into an agreement with MaximuM, consent is granted to MaximuM for automatic processing of personal data obtained from the agreement. MaximuM will use these personal data exclusively for its own activities. MaximuM will manage the personal data obtained in the manner prescribed by the Personal Data Protection Act.
Article 13: Copyright
13.1 The copyright on works created by MaximuM in the performance of the agreement is vested in MaximuM.
13.2 MaximuM is entitled to use knowledge and experience gained in any form whatsoever during the performance of this agreement for scientific education and research and to provide services to third parties, with due observance of Article 12.
Article 14: Applicable law and choice of forum
14.1 All agreements between the Principal and MaximuM to which these general conditions apply are exclusively governed by Dutch law.
General Terms and Conditions of MaximuM 2020