GENERAL TERMS AND CONDITIONS MARIANNE TOUW
CHAPTER 1: GENERAL
Definitions
1. In these general terms and conditions the following terms are used in the following sense unless expressly stated otherwise or unless the context otherwise requires;
Marianne Touw: The user of these general terms and conditions:
Marianne Touw is located at Valkenier 9, 3894CH in Zeewolde, the Netherlands, and is registered with the Chamber of Commerce under number 80473318;
Principal: the individual or company entering into an agreement with Marianne Touw;
agreement: the agreement between Marianne Touw and the principal;
work: the activities carried out by Marianne Touw on behalf of the principal;
training course: a training course which Marianne Touw offers and which the customer can order and follow via the website;
digital product: the digital product, such as E-book, which Marianne Touw offers and which the principal can order via the website;
website: the website mariannetouw.nl managed by Marianne Touw.
General
1. These general terms and conditions apply to every offer, quotation and agreement between Marianne Touw and the principal.
2. These general terms and conditions are also applicable to all agreements with Marianne Touw for the execution of which third parties must be involved.
3. Any deviations from these Terms and Conditions will only be valid if they have been explicitly agreed in writing or by e-mail.
4. The applicability of any purchase conditions or other conditions of the principal is expressly rejected.
5. If one or more of the provisions in these general terms and conditions are invalid or may be annulled, the remaining provisions of these general terms and conditions shall continue to apply in full. Marianne Touw will replace the void or annulled provisions, while observing, as much as possible, the purpose and meaning of the original provision(s).
6. Marianne Touw is entitled to change the Terms and Conditions unilaterally during the course of the agreement.
7. If Marianne Touw does not demand the strict observance of these general terms and conditions at all times, this does not imply that these general terms and conditions are not applicable or that Marianne Touw loses the right to demand the strict observance of these general terms and conditions in future cases, whether similar or not.
8. In the case of any interpretation of the contents and scope of these general terms and conditions, the Dutch text will always prevail.
Offers and quotations
1. All offers and quotations made by Marianne Touw are without obligation.
2. The principal guarantees the correctness and completeness of the requirements and specifications of the assignment and other details on which Marianne Touw bases its quotation.
3. If the acceptance deviates (in minor respects) from the contents of the quotation, Marianne Touw is not bound by it. The agreement will not be effected in accordance with this deviating acceptance unless Marianne Touw indicates otherwise.
4. A composite quotation does not oblige Marianne Touw to execute part of the assignment at a corresponding part of the quoted price.
5. Marianne Touw is not bound by apparent mistakes or errors in any publication, quotation, email or agreement.
6. Offers and quotations do not automatically apply to future assignments.
Realization of the Agreement
1. The agreement will be effected:
After the principal has signed the agreement or quotation and returned it to Marianne Touw; or
The agreement will be concluded after the principal has accepted Marianne Touw's offer and/or quotation by e-mail.
Cancellation
1. If the customer cancels an agreement for a specific period of time, a cancellation fee will be charged to the customer. The cancellation charges are: 25% of the remaining hours laid down in the order confirmation multiplied by Marianne Touw's hourly rate.
2. Cancellation must be done in writing or by email.
3. The principal will not owe Marianne Touw a cancellation fee if parties have agreed that the fixed term contract may be terminated early.
4. All activities carried out up until the termination of the agreement as well as any other costs incurred will be charged to the principal.
Termination
1. The client may terminate an agreement concluded for an indefinite period to perform work at any time. Notice of termination must be given in writing or by e-mail and with due observance of a notice period given by Marianne Touw.
Execution of the agreement
1. Marianne Touw will execute the agreement to the best of her ability and in accordance with the requirements of good craftsmanship. All this is based on the latest scientific knowledge.
2. Marianne Touw will carry out the assignment from her own office.
3. Marianne Touw is entitled to engage third parties to execute the agreement without notifying the principal, to purchase goods from third parties, to procure services from third parties and to have all or part of the agreement carried out by third parties.
4. Marianne Touw cannot guarantee that the activities will result in the website of the client being higher in the search results of Google or other search engines.
5. Marianne Touw cannot guarantee that the activities will lead to the result desired by the client, such as an increase in turnover and/or name recognition.
6. Marianne Touw may rely on (online) services or software from third parties to execute the agreement. Marianne Touw is not liable for any damage of any kind caused by online services or software provided by third parties.
7. Marianne Touw will never be required to do any work which is in conflict with her professionalism, any rights of third parties, any legal obligations or social standards.
Obligations of the Principal
1. The principal must ensure that all information and items which Marianne Touw states are necessary or which the principal should reasonably understand are necessary to execute the agreement are provided to Marianne Touw in time. If Marianne Touw fails to provide all the information and goods required to execute the agreement in time, Marianne Touw is entitled to suspend the execution of the agreement and/or charge the client for any additional costs incurred as a result of the delay.
2. The principal guarantees the accuracy, completeness and reliability of the information it provides, even if it originates from third parties, unless the nature of the contract dictates otherwise.
3. The information provided must comply with the specifications specified by Marianne Touw.
4. If the principal provides Marianne Touw with information carriers, electronic files or software etc., the latter must guarantee that the information carriers, electronic files or software are free of viruses and defects.
5. The principal must give Marianne Touw all necessary authorities to execute the agreement.
6. The principal shall indemnify Marianne Touw against any claims from third parties who may incur losses due to the implementation of the agreement and which are attributable to the principal.
7. The principal is obliged to inform Marianne Touw without delay of any facts or circumstances which may be relevant to the execution of the job.
Change of invoice address or relocation
1. If the principal moves house or changes his/her billing address, the principal must inform Marianne Touw as soon as possible in writing or by email of his/her new location and/or new billing address.
Amendments to the agreement
If, during the execution of the agreement, it becomes apparent that it is necessary to change or supplement the activities to be carried out in order to ensure a proper execution, both parties will timely and mutually agree upon the contents of the agreement.
If parties agree that the agreement will be amended or supplemented, this may influence the time of completion of the execution. Marianne Touw will inform the principal as soon as possible.
If the change or supplement to the agreement has any financial or qualitative consequences, Marianne Touw will inform the principal about this in advance.
If a fixed price has been agreed, Marianne Touw will specify to what extent the change or supplement to the agreement will result in an increase of the price.
Delivery time
All deadlines stated or agreed by Marianne Touw are to the best of her knowledge based on the information available at the time the agreement was entered into. Marianne Touw will make every effort to meet the agreed delivery times as much as possible. Any delivery period stated or agreed upon is never to be regarded as a deadline. The length of time required to carry out the work may be affected by the quality of the information and goods supplied by the principal and by any cooperation given.
Marianne Touw is not bound to any delivery deadlines which cannot be met due to circumstances beyond its control which occurred after the agreement was signed. Marianne Touw is also not bound to any deadline if the parties have agreed to change the contents or scope of the agreement.
Exceeding a deadline will never entitle the principal to any compensation, to terminate the agreement or to take any other action against Marianne Touw. This does not apply in the case of intent or wilful recklessness on the part of Marianne Touw.
Prices and fees
The prices and rates stated are exclusive of VAT and are quoted in euros or dollars.
Marianne Touw is entitled to change the rates. These changes will be communicated to the principal in writing or electronically at least one month prior to the change taking effect. If the customer does not agree with the new rates, the customer is entitled to terminate the contract from the moment the new rates are applicable. The dissolution must be done in writing or by e-mail and within 2 weeks after the client has been informed of the new rates. An increase in rates due to an increase in the VAT rate or due to an amendment of the contract will not entitle the principal to terminate the contract.
Marianne Touw is entitled to raise the agreed price if it becomes apparent while performing the assignment that the amount of work originally agreed upon or expected when concluding the contract was so inadequate that Marianne Touw cannot reasonably be expected to carry out the assignment at the price originally agreed.
Invoicing and payment
Invoices for work carried out will be sent in advance.
Payment must be made within 14 days of the invoice date, unless the parties have expressly agreed otherwise.
If the client fails to make payment within the specified payment period, the client is legally in default. In that case, the principal will be liable to pay the statutory (commercial) interest to Marianne Touw from the date on which the amount is due until the time of payment. The compensation for extrajudicial collection costs is set at a minimum of 15% of the principal amount due with a minimum of € 100,-. If the client is a consumer, the extrajudicial collection costs are determined in accordance with the Collection Costs Act.
For the Intensives and VIP - Days, a payment of 50% deposit and 50% upon completion applies at the time of booking.
For website design - a payment of 30% deposit to reserve your spot in the calendar, 35% at the start of the project, and 35% at completion of the project.
The deposit holds your place in the design calendar, and that spot is no longer available to be booked by anyone else. If you change your design date within 5 business days of booking, your deposit will be used to hold your new date in the design calendar. If you change your design date 6 business days or later after booking, your deposit cannot be used towards another design date and will not be refunded.
Payments made by the client shall first serve to settle any interest and costs due and subsequently those invoices that have been outstanding the longest, even if the client indicates a different order of attribution.
The principal is not entitled to set off or to suspend a payment.
Marianne Touw may retain goods, products, data, documents and data files received or generated under the agreement, despite an existing obligation to surrender them, until the principal has paid all amounts owed to Marianne Touw.
Rights are always granted to the principal under the condition that the principal pays the agreed fees in time and in full.
Intellectual property rights
The copyright and all other intellectual property rights regarding both provisional and final (drafts of) text(s), concepts, digital information, software, logos, designs, etc., hereinafter referred to as the "work", which Marianne Touw has produced within the framework of the agreement, are vested in Marianne Touw or its licensor(s).
Marianne Touw will grant the principal a limited, non-exclusive, non-transferable right to use the intellectual property rights vested in the work. The licence will only apply after the principal has fulfilled its financial obligations towards Marianne Touw.
The delivery of the work does not transfer any copyrights within the meaning of the Copyright Act. All intellectual property rights to the work belong exclusively to Marianne Touw or its licensor(s).
Parties may agree on the transfer of copyrights to the work by means of a written agreement.
If the principal violates Marianne Touw's intellectual property rights, Marianne Touw has the right to terminate the agreement with immediate effect without being entitled to any compensation and all damages suffered by Marianne Touw as a result will be charged to the principal.
By giving Marianne Touw an assignment to publish or reproduce goods protected by the Copyright Act or any other legislation regarding intellectual property, which are made available by or on behalf of the principal, the principal declares that no legal requirements and/or protected rights of third parties are violated and will indemnify Marianne Touw against any claims made by third parties or any direct or indirect consequences, both financial and otherwise, arising from such publication or reproduction.
Marianne Touw is authorized to use the commissioned work for its own publicity or PR purposes. Marianne Touw is authorized to use the name and/or logo of the client and a link to the website of the client on her website.
Research into the existence of rights
The assignment does not include conducting research into the existence of trademark rights, copyrights, portrait rights, etc. of third parties. The same applies to research into the possibility of such forms of protection for the client.
It is up to the principal to check whether the materials made available to Marianne Touw for the execution of the agreement do not infringe on any trademark rights, copyrights, portrait rights, etc. of third parties.
Complaints
Complaints about the work carried out must be made to Marianne Touw by the principal as soon as possible after it has been completed. The complaint must give as detailed a description as possible of the shortcoming so that Marianne Touw is able to respond adequately.
If a complaint is justified, Marianne Touw will carry out the job as agreed unless it is demonstrably no longer of use to the principal.
If it is no longer possible or useful to carry out the agreed activities, Marianne Touw will only be liable within the limits laid down in article 18.
Complaints about the work carried out do not suspend the principal's obligation to pay.
If you have any questions or complaints, the principal may contact Marianne Touw in the following ways
via the e-mail address: marianne@mariannetouw.com;
via telephone number 06-29329240.
Suspension and termination
Marianne Touw is authorized to suspend the fulfilment of the obligations or to dissolve the agreement by means of a written or electronic statement if
The principal does not comply or fully comply with the obligations under the agreement;
Marianne Touw becomes aware of circumstances after the conclusion of the agreement which give good reason to fear that the principal will not fulfil its obligations;
The principal has been granted a suspension of payments;
The principal is in a state of bankruptcy;
the client is declared subject to a statutory debt rescheduling arrangement;
The principal's company will be liquidated or terminated other than for the purpose of a takeover or merger of companies.
Marianne Touw is also authorized to dissolve the agreement or have it dissolved if circumstances arise which are of such a nature that fulfilment of the contract is impossible or can no longer be demanded in accordance with the requirements of reasonableness and fairness, or if any other circumstances arise which are of such a nature that the unaltered maintenance of the contract may not reasonably be expected.
If the agreement is dissolved, Marianne Touw's claims against the principal will be immediately due and payable. If Marianne Touw suspends fulfilment of the obligations, it will retain its rights under the law and the agreement.
Marianne Touw reserves the right to claim compensation at all times.
Liability and prescription
Marianne Touw cannot be held liable for any damage that is a direct or indirect result of:
an event which is in fact beyond Marianne Touw's control and which cannot be attributed to Marianne Touw's actions or omissions as described in article 19.1 of these general terms and conditions;
any act or omission by the Principal, its subordinates or other persons employed by or on behalf of the Principal.
The principal is responsible under all circumstances for the accuracy and completeness of the information and documents provided by the principal. Marianne Touw is never liable for any damage caused (partly) by the fact that the information and documents provided by the principal are incorrect and/or incomplete or by the fact that the instructions given by the principal were followed. The principal will indemnify Marianne Touw against any claims in this respect.
The principal must ensure that all data is adequately protected and backed up. Marianne Touw is in no way liable for any loss of data.
The principal is obliged, if reasonably possible, to keep copies of the materials and information provided until the assignment has been completed. If the principal fails to do so, Marianne Touw cannot be held responsible for any damage that would not have occurred if such copies had existed.
Marianne Touw is not liable for any damage of any kind or caused by (online) services or software provided by third parties.
Marianne Touw is never liable for any damage of any kind suffered by the customer due to the (non) functioning of the customer's equipment, software or (internet) connections.
The customer is solely responsible for the decisions he or she makes following any advice given by Marianne Touw.
Marianne Touw cannot be held responsible if the result of the assignment does not meet the customer's expectations.
Marianne Touw is not liable for any mutilation or loss of data due to the use of telecommunication facilities.
Marianne Touw is not liable for any consequential losses. Consequential losses in this context include: loss of profit, lost savings, loss of turnover, costs incurred to prevent or determine consequential losses, loss of or damage to data, damage caused by delay, damage to reputation and fines imposed.
If Marianne Touw is liable for any damage, Marianne Touw's liability is limited to the amount paid out by Marianne Touw's insurer. If the insurer does not pay out or if the damage is not covered by the insurance, Marianne Touw's liability will be limited to the amount of the invoice or to the part of the assignment to which the liability pertains.
Rights of action and other powers of the principal towards Marianne Touw, of whatever nature, will in any case expire one year from the moment the principal became aware or could reasonably have become aware of the existence of such rights and powers.
Force majeure
Force majeure on the part of Marianne Touw will be deemed to include any situation where Marianne Touw is unable to fulfill its obligations under the agreement or the preparations thereof due to: interruptions of the internet connection, virus infections or computer breaches caused by third parties, power failures, weather conditions, natural disasters, traffic jams, strikes, theft, fire, illness of the natural person who will execute the agreement on Marianne Touw's behalf, government measures and faults in software or (online) services provided by third parties. Force majeure also includes any event or circumstance as a result of which Marianne Touw's performance is so difficult and/or costly compared to the situation at the time the agreement was entered into that compliance may no longer reasonably be required.
Force majeure is also understood to mean any non-attributable shortcoming on the part of Marianne Touw's suppliers as a result of which Marianne Touw is unable to comply with its obligations in full or in time.
The parties may suspend their obligations under the agreement during the period of force majeure. If this period lasts longer than Marianne Touw, either party is entitled to terminate the agreement without being obliged to pay any damages to the other party.
To the extent that Marianne Touw has already fulfilled part of its obligations under the agreement at the time of the force majeure event or will be able to fulfil them and that the part fulfilled or to be fulfilled is of independent value, Marianne Touw is entitled to separately charge for the part fulfilled or to be fulfilled. The principal is obliged to pay this invoice as if it were a separate agreement.
Confidentiality
Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information will be regarded as confidential if the other party has indicated so or if this follows from the nature of the information.
If, under a statutory provision or a judicial decision, Marianne Touw is required to provide confidential information to third parties appointed by law or the competent court and Marianne Touw cannot rely on a legal right to refuse to give evidence or a right acknowledged or approved by the competent court, Marianne Touw is not obliged to pay any compensation or indemnity and the principal is not entitled to terminate the agreement based on any damage caused by this.
Non-employment of staff
Without the prior permission of Marianne Touw, the principal is not permitted to offer an employment contract to any natural person who is employed by Marianne Touw or who is hired by Marianne Touw, or to employ such person on any other basis either directly or indirectly during the course of the agreement and for a period of 12 months after the end of the agreement. If Marianne Touw consents to the above, Marianne Touw may attach conditions to it, such as the payment of a sum of money.
Applicable law and competent court
The legal relationship between the parties is governed by Dutch law.
All disputes relating to agreements between the principal and Marianne Touw will be submitted to the competent court in the district where Marianne Touw has its registered office. The principal, being a consumer, has one month after Marianne Touw has invoked this clause in writing to choose the competent court according to the law.
CHAPTER 2: TRAINING AND DIGITAL PRODUCTS
Product specifications and errors
The essential characteristics of Marianne Touw's training courses and digital products are described on the website.
Marianne Touw cannot be held responsible for any writing or typing errors on the website.
The range of online products and/or services offered on the website may be subject to change.
Terms of use
When using the website, the customer must act in accordance with what may be expected from a responsible and careful internet user.
The client is not allowed to circumvent or crack the security applications on the website.
The principal is not permitted to use the website in such a way that the proper functioning of the computer systems of Marianne Touw or third parties will be affected or that other users of the website will be hindered.
Realization of the agreement
The agreement is concluded after the client has successfully completed the ordering process via the website.
The agreement will only be effected once the customer has clicked on the link to agree with these general terms and conditions.
Marianne Touw will send a confirmation email to the customer after the agreement has been made via the website. If the customer does not receive a confirmation email, the customer must contact Marianne Touw. The customer can cancel the agreement free of charge as long as he/she has not received a confirmation email.
Right of withdrawal
As the training and the digital products are goods with digital content the right of withdrawal does not apply to the ordered training or digital product provided that the delivery of the training and/or digital product started with the explicit prior consent of the customer and the customer has declared that he/she waives his/her right of withdrawal.
If the customer has not given explicit permission for the delivery of the training course and/or digital product to commence and the customer has not waived his/her right of withdrawal, Marianne Touw will not deliver the training course or digital product until the 14-day cancellation period has passed.
Training and account
The training course will be made available on the website. The customer can use his/her account on the website to follow the training.
The content of the entire training course is not directly visible on the website. The client can only proceed to the next module of the training after he has completed the previous module.
The client is responsible for his account on the website and login details at all times. The client must keep his login details carefully to himself and not to pass these login details on to third parties under any circumstances. If the customer notices that a third party is making unauthorized use of the login details, it must immediately inform Marianne Touw.
Marianne Touw does not guarantee that the website will function without interruptions or errors. The customer acknowledges that access to the website may be interrupted for various reasons. Marianne Touw is not liable for any damages resulting from this temporary interruption of the website as a result of which the customer is temporarily unable to attend the training. However, Marianne Touw will endeavour to provide full continuity of website availability and to rectify the interruption within acceptable timescales.
Prices, invoicing and payment
The prices listed on the website are exclusive of VAT and in euros or dollars.
Marianne Touw will send an invoice via email for the training course or digital product ordered.
The customer can pay the order placed on the website in the following ways:
Bank
Stripe