General terms and conditions of TMS Certification Course BV

Article 1 Definitions
1.1 In this document, the following capitalized terms shall have the meaning as indicated below:
a) “Agreement”: these Terms and Conditions, together with the relevant quotations or order confirmations issued by or agreements entered into with TMS;
b) “Client”: any natural and or legal person entering into an Agreement with TMS;
c) “General Terms and Conditions”: these general terms and conditions of TMS Certification Course BV;
d) “Participant”: any natural person participating in the TMS Course offered by TMS;
e) “Services”: all services, including, but not limited to, the TMS Course and consultancy and supervisory services, offered by TMS and all products, services and results to supplied by TMS;
f) “TMS”: TMS Certification Course BV, a private limited liability company incorporated under the laws of the Netherlands and registered with the Commercial Register of the Chamber of Commerce under number 91790573, having its registered office at Burgemeester Cortenstraat 160, 6226 GX Maastricht, the Netherlands;
g) “TMS Course”: the TMS Course offered by TMS.

Article 2 Applicability
2.1 These General Terms and Conditions apply to all offers and/or agreements made or concluded by TMS or entered into with a Client, as well as the implementation thereof.
2.2 These General Terms and Conditions apply to the exclusion of any general purchasing conditions used by the Client. Deviating conditions or provisions are applicable only if and insofar as they have been separately and expressly agreed on in writing by TMS and the Client.
2.3 Unless otherwise agreed in writing, a Client with whom an Agreement, to which these General Terms and Conditions apply, has been concluded, shall agree to the application of these General Terms and Conditions to all further Agreements.
2.4 TMS shall at all times have the right to amend these General Terms and Conditions. The new general terms and conditions will take effect immediately from the time that the Client has been notified of these new general terms and conditions. From the time of notification, the new general terms and conditions will also apply to existing Agreements between TMS and the Client.

Article 3 Offers, orders and agreements
3.1 All offers from TMS shall be non-binding. Orders and the acceptance of offers by the Client shall be irrevocable.
3.2 TMS shall only be bound if it has confirmed the order in writing, or has started with the implementation thereof.
3.3 Verbal undertakings or arrangements by or with TMS’ personnel shall only be binding if TMS has confirmed this in writing.
3.4 TMS shall be entitled to engage one or more third parties for the implementation of the Agreement at its own discretion.
3.5 These General Terms and Conditions will apply in full to any amendments to the Agreement.

Article 4 Advice
4.1 TMS will do its utmost to achieve the intended results with its advice and other information, but does not offer any guarantee whatsoever in that respect. All advice and other information provided by TMS is therefore entirely without obligation and is provided by TMS as non-binding information.
4.2 The advice and other information provided by TMS is intended solely for the Client. Third parties cannot derive any rights from this advice or information.
4.3 Unless TMS gives its prior written consent, the Client will not be permitted to disclose the content of advice and other information provided by TMS or make it available to third parties in any other way.

Article 5 Prices
5.1 Unless otherwise agreed in writing, the prices specified by or agreed with TMS are exclusive of VAT.
5.2 If TMS undertakes to provide additional Services without a price having been expressly specified in the Agreement, TMS shall be entitled to charge a reasonable fee for those Services.
5.3 If, following the offer and/or the conclusion of an Agreement, factors determining the cost price, including taxes, exchange rates, wages, prices of goods and/or services which may or may not be obtained by TMS from third parties, change, TMS shall be entitled to adjust the prices accordingly.

Article 6 Payment
6.1 Unless otherwise agreed in writing, the Client will pay for the Services online prior to delivery. An invoice will be sent upon Client’s request. TMS shall be entitled to suspend delivery if the Services until payment has been made by the Client.
6.2 Unless otherwise agreed in writing, for Services other than for Services requiring online payment prior to delivery as described in clause 6.1, the Client shall pay TMS’ invoices within the payment term indicated on the invoice, in the currency specified on the invoice and exclusively in the manner indicated on the invoice.
6.3 The Client waives any right to suspension and set-off.
6.4 If payment has not been forthcoming within the payment term indicated on the invoice, without further notice of default being required, the Client shall owe the statutory (commercial) interest on the invoice amount, calculated from the due date on the invoice until the date of payment, whereby part of a being regarded as a full month, and without prejudice to TMS’ right to claim compensation of the actual damages.
6.5 The Client is liable for all costs relating to collection of the outstanding payments. The extrajudicial collection costs will be calculated on the basis of the Extrajudicial Collection Costs (Fees) Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).
6.6 The entire invoice amount will be immediately due and payable in full (i) in the event of failure to pay an agreed instalment on the due date; (ii) if the Client is declared bankrupt, applies for a (provisional) moratorium or is made subject to the statutory debt management scheme (WSNP); and/or (iii) if any attachment is imposed on the Client. If one of the above situations occurs, the Client is required to immediately duly inform TMS.
6.7 Any payments made by the Client shall serve first to settle the costs payable, then to settle any interest payable and then to settle the longest outstanding invoices, even if the Client specifies that payment relates to a later invoice.

Article 7 Right of withdrawal
7.1 In the event that the Agreement between TMS and the Client, being a consumer, qualifies as a distance agreement (overeenkomst op afstand) in the meaning of Article 6:230g Dutch Civil Code (Burgerlijk Wetboek), the provisions in this Article shall apply additionally.
7.2 In the event the Agreement between TMS and the Client qualifies as a distance agreement, the Client is entitled to exercise his right of withdrawal free of charge within fourteen (14) days of receipt of the order confirmation of TMS.
7.3 The Client can exercise his right of withdrawal by notifying TMS thereof by means of a completed standard form for withdrawal or by any other declaration to TMS stating that the Client is exercising his right of withdrawal.
7.4 In the event that the Client exercises his right of withdrawal after he has explicitly requested TMS to commence with the implementation of the Agreement, the Client owes to TMS an amount equal to the part of the Agreement that has been implemented by TMS before the right of withdrawal was exercised by the Client. Article 8 applies mutatis mutandis.
7.5 For the application of this Article, in the event that TMS offers the TMS Course as part of the Services, the commencement of the TMS Course in which one or more Participant(s) are present, qualifies as an explicit request of the Client to commence with the implementation of the Agreement.

Article 8 Cancellation
8.1 The Client may not cancel a given order. If the Client nevertheless cancels a given order, the Client shall be required to reimburse TMS for all costs reasonably incurred for the execution of this order and the loss of profit incurred by TMS, plus VAT.
8.2 In the event that TMS offers the TMS Course as part of the Services and the Client cancels the TMS Course in derogation of this Article, the Client shall be required to reimburse TMS for the costs reasonably incurred by TMS in accordance with the following graduated scale, apart from an administrative fee of EUR 100.00, plus VAT:
a) in case of cancellation up to 30 days before the start of the TMS Course: 0% of the price;
b) in case of cancelation between 30 days and 15 days before the start of the TMS Course: 50% of the price;
c) in case of cancellation between 14 days and 7 days before the start of the TMS Course; 75% of the price;
d) in case of cancellation less than 7 days before the start of the TMS Course 100% of the price.
8.3 If a Course is cancelled or postponed by TMS or cannot take place for any other reason, TMS shall in no event be liable for indirect losses such as travel costs or accommodation costs.
8.4 This Article is without prejudice to the provisions in Article 7 of these General Terms and Conditions.


Article 9 Liability and indemnification
9.1 TMS is held to implement the Agreement to the best of its ability. TMS shall however not be liable for the intended result.
9.2 TMS shall in no event be liable for indirect losses of the Client, including, but not limited to, business losses, intangible losses, lost income, losses related to business disruptions, reputational damage and other consequential damages, due to whatever cause.
9.3 TMS shall not be liable for any advice or recommendations given to the Client. The Client shall indemnify TMS against all claims from third parties in connection with the advice given or recommendations made by TMS.
9.4 The Client shall indemnify TMS, its employees and third parties hired by TMS against all claims from third parties in connection with the implementation of the Agreement by TMS, irrespective of the cause, and against any resultant costs for TMS.
9.5 In all cases in which TMS is required to pay compensation, this shall never exceed the invoice amount for the Services as a result of or in connection with which the damage was caused. In the event that the damage is covered by the business liability insurance of TMS, the compensation shall furthermore never exceed the amount actually paid out by the insurer.
9.6 Any claim against TMS shall lapse twelve (12) months after the claim arises, unless TMS has acknowledged the claim in writing.
9.7 The Client shall indemnify TMS, TMS’ employees and third parties hired by TMS against all claims from third parties, including TMS’ employees and third parties hired by TMS, who suffer damage in relation to the implementation of the Agreement as a result of acts or omissions of the Client and/or the inaccuracy or incompleteness of information or data provided by or on behalf of the Client.

Article 10 Force Majeure
10.1 If TMS is prevented from complying with the Agreement due to force majeure, TMS shall be entitled to suspend the implementation of the Agreement. In that case, the Client is not entitled to any compensation of damages, costs or interest.
10.2 Force majeure shall among others be taken to mean: extreme weather conditions, fire, flooding, accident, illness or strike of personnel, pandemic or epidemic and/or any government measures adopted in the context thereof, business disruption, power failure, cyber terrorism or similar cyber attacks, security incidents, (un)availability and (in)accessibility of online video platforms, intentional or accidental corruption or loss of data, disrupting legal provisions, and late delivery of goods or services by third parties engaged by TMS, and other circumstances beyond the control of TMS.
10.3 In the event of a force majeure situation, TMS shall be entitled to terminate the part of the agreement that cannot be implemented by giving written notice.
10.4 If, at the occurrence of the force majeure situation, TMS has already partially fulfilled its obligations or is only able to partially fulfil its obligations, TMS shall be entitled to invoice the fulfilled part or the part that can still be fulfilled separately. The Client shall be required to pay this invoice as if it related to a separate agreement.

Article 11 Intellectual Property
11.1 All copyrights, model rights, trademarks, patent rights, database rights, portrait rights, rights to non-original writings, domain name rights, trade secrets and other intellectual and semi-intellectual property rights (hereinafter: “Intellectual Property”) in relation to the Services, including the TMS Course and preparatory materials and relating to anything developed, designed, manufactured or supplied by TMS, are vested in and are held exclusively by TMS or its supplier.
11.2 In the event a dispute arises between TMS and the Client concerning the Intellectual Property, TMS shall be assumed as being right holder, in the absence of evidence to the contrary from the Client.
11.3 All products and documents that are supplied to the Client in relation to the Services provided by TMS, shall not be reproduced and/or shared with third parties by the Client without the prior written approval of TMS, regardless of whether those products and documents are subject to copyright or any other legal protection for TMS.
11.4 In the event that the Client enters into an Agreement with TMS on behalf of one or more Participants, the Client is required to impose the obligations resulting from this Article on the Participant(s).

Article 12 Personal data protection
12.1 When collecting and (further) processing personal data of or on behalf the Client in the framework of the Agreement, TMS will comply with its obligations under the General Data Protection Regulation (GDPR), the GDPR Implementation Act, from the moment it comes into effect, the ePrivacy Regulation and all related legislation, and adopt appropriate protective measures. More information regarding the way in which TMS processes personal data can be found in the Privacy- and Cookie Statement. This Privacy- and Cookie Statement forms an integral part of the Agreement.
12.2 If TMS believes that it should be regarded as processor within the meaning of the GDPR, the Client will, at TMS’ first request and addition to the provisions of this article, enter into and sign a writing data processing agreement with TMS, in accordance with the model to be supplied by TMS.
12.3 The Client indemnifies TMS against all claims from third parties (including in any event data subject and government authorities), (financial) administrative sanctions and costs (including costs of legal representation) relating to these claims resulting from a violation by the Client of any statutory regulation relating to the processing of personal data.

Article 13 Miscellaneous
13.1 The nullity or voidability of any provision of these General Terms and Conditions or of any Agreements to which these General Terms and Conditions apply, will not affect the validity of the other provisions. TMS and the Client are required to replace any provisions that are null and void with provisions that are valid and which as far as possible reflect the intention of the null or void provision.

Article 14 Applicable law and jurisdiction
14.1 The Agreement between TMS and the Client are governed by Dutch law.
14.2 All disputes between TMS and the Client will be exclusively submitted to the competent judge of the District Court Limburg, location Maastricht, the Netherlands. In deviation from this provision, TMS shall at all times be entitled to submit a dispute or claim to the competent court of the place where Client is residing or has its registered or actual place of business. This Article is without prejudice to mandatory statutory provisions.


Version 1, February 2024