GENERAL TERMS AND CONDITIONS
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ARTICLE 1. DEFINITIONS
1.1. SolSync: Sole proprietorship, legally established in Utrecht and registered with the Chamber of Commerce under file number 93360843.
1.2. Customer: the natural person or legal entity who has entered into an agreement with SolSync. Also referred to as ‘Client’.
1.3. 'General terms and conditions' shall mean: the entirety of the provisions as included herein.
1.4. Services: all services performed by SolSync for the customer. SolSync provides services in the field of coaching, online coaching, online programs, workshops, training sessions, online events, and live events. This includes, but is not limited to: providing in person or online support to individuals with dietary, physical, mental and/or emotional issues and personal development.
1.5. Agreement: the agreement between SolSync and the customer pursuant to which SolSync will perform the service.
1.6. Private customer: the natural person who does not act on behalf of his profession or his business.
1.7. Information: all data originating from the client.
1.8. Written: by letter, email, and digital messaging.
1.9. Advice: the result of the activities of SolSync.
1.10. Confidential information: all financial, business, and personal data entered, processed, and stored by the customer and/or SolSync.
1.11. Website: www.solsync.nl
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ARTICLE 2. APPLICABILITY
2.1. These general terms and conditions apply to all offers made by SolSync, quotations issued, agreements concluded, services provided, other actions performed, unless otherwise agreed upon in writing.
2.2. By signing an agreement or order confirmation, or by agreeing via email, the customer declares that they have taken note of these general terms and conditions of SolSync and that they agree to these conditions.
2.3. In the event of conflict between these general terms and conditions and agreements made in a contract, the provisions of the contract shall prevail.
2.4. These terms and conditions also apply to actions of third parties and/or suppliers hired by SolSync regarding the execution of delivery or service.
2.5. The applicability of the customer's general terms and conditions is rejected by the use of these general terms and conditions.
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ARTICLE 3. QUOTES AND OFFERS
3.1. Quotes from SolSync are valid for the period specified in the quote. If no period is specified, the quote is valid for 14 days from the date of issuance. If the client does not accept an offer or quote within the applicable period, the offer or quote expires.
3.2. SolSync will specify in the quote or via the website the services offered and the amounts due from the client upon acceptance of the quote. The prices mentioned in the quote/on the website apply for the specified period, unless expressly and in writing agreed otherwise. The quote/on the website also states the agreed price of the chosen service/product or the customary hourly rate of SolSync with a pre-estimated number of hours/rate.
3.3. Hourly assignments are entered into without notice period. The client gives SolSync an assignment for a to-be-determined number of hours. This collaboration can be terminated by both parties without notice period.
3.4. The prices mentioned in the quote do not automatically apply to subsequent assignments.
3.5. Agreements regarding deadlines are agreed upon in writing in the quote. If delivery by SolSync depends on feedback or input from the client, SolSync shall not be liable for delays during the execution of the assignment. SolSync is entitled to unilaterally adjust the deadline.
3.6. If it appears that the data provided by the client in the request or agreement were incorrect, SolSync has the right to adjust the relevant prices and other conditions.
3.7. All prices communicated by SolSync are amounts in euros and are excluding VAT unless expressly stated otherwise.
3.8. The client is obliged to pay the travel expenses incurred by SolSync for the performance of its services. The reimbursement is €0.21 per kilometer. Travel hours are also charged.
3.9. SolSync reserves the right to change prices during the course of the contract. If the prices of offered products increase after the conclusion of the contract, the client is entitled to cancel the contract as of the date the price increase takes effect. Price increases due to a statutory regulation or provision are excluded.
3.10. SolSync shall not be liable and/or responsible for errors in the quote when the client could reasonably understand that the quote, or any part thereof, contains an obvious mistake, typographical error, or clerical error.
3.11. If changes occur regarding the circumstances on which SolSync has based the intended trajectory, program, or course or any agreement whatsoever, SolSync is authorized to modify these changes in the execution of the agreement or to adjust the prices.
3.12. After the expiration of the duration of the assignment, in the case of a trajectory with a specific duration, the client cannot claim any parts of the assignment not yet enjoyed in any form.
ARTICLE 4. AGREEMENT, CANCELLATION, AND ADDITIONAL WORK
4.1. An agreement is concluded from the moment the client communicates in any way acceptance of an offer or proposal to SolSync.
4.2. After the conclusion of an agreement, it can only be modified with mutual consent.
4.3. After the conclusion of an agreement, SolSync will proceed to the execution of the services within a reasonable time.
4.4. Upon the decision to commence and after signing the agreement, the obligation for the customer to make payment arises.
4.5. Changes to the originally concluded agreement between the client and SolSync are only valid from the moment these changes are accepted by both parties through an additional or amended written agreement.
4.6. If the client wishes to cancel a registration for a workshop or training with SolSync, this must be done in writing via e-mail to info@solsync.nl and the following cancellation terms shall apply: Cancellation fees:
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28 days prior to the start date of the training / 50% refund + €25 administration fee
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28 days prior to the start date of the training / no refund
4.6.1 If the client cancels less than 28 days before the start date of the training, there is no right to a refund and the client can only change the start date of the training to a later time. 4.6.2 Personal 1-1 sessions can be canceled free of charge up to 24 hours in advance. After this, 50% of the costs will be charged for lost revenue.
4.7. If, due to circumstances unknown at the time of the offer or order confirmation, SolSync has to perform more work than agreed upon in the offer or order confirmation, SolSync is entitled to charge the resulting additional costs to the client. If the client objects to the additional costs that SolSync wishes to charge, the client has the right to cancel the not yet executed part of the assignment, whereby the client is obliged to compensate SolSync for the work performed so far.
4.8. Changes to an original assignment due to the client's actions may affect the agreed timeframe and the costs of execution. The additional costs resulting from changes to the original assignment by the client shall be borne by the client. SolSync will, to the extent possible, provide an estimate of the additional costs before commencing the work.
ARTICLE 5. RIGHTS AND OBLIGATIONS FOR SOLSYNC
5.1. SolSync guarantees that the assignment entrusted to it will be carried out to the best of its ability, applying sufficient care and craftsmanship.
5.2. SolSync endeavors to secure the data it stores for the client in such a way that this data is not accessible to unauthorized persons.
5.3. Upon receipt of complaints from the client regarding the services and/or products provided, SolSync shall engage in discussions with the client to find a mutually acceptable solution.
5.4. SolSync is entitled to publish the client's data (name, company name, and position) on SolSync's website and/or other promotional materials for promotional purposes such as reviews.
5.5. SolSync is entitled, if the client fails to fulfill its payment obligation, to suspend participation.
ARTICLE 6. RIGHTS AND OBLIGATIONS FOR CLIENT, RIGHT OF WITHDRAWAL
6.1. The client must generally comply with the provisions set forth in these terms and conditions, unless otherwise agreed.
6.2. The client must provide SolSync with all correct data which the client can reasonably foresee as necessary for the proper execution of the agreement. The client is obliged to promptly notify SolSync, or have a third party notify SolSync, of any changes in personal data, company data, or other information requested by SolSync.
6.3. If, in exception to Article 6.2, the data necessary for the execution of the agreement is not provided to SolSync in a timely manner, SolSync has the right to suspend the execution of the agreement and/or charge the client for the additional costs resulting from the delay. 6.4. The client must promptly inform SolSync in writing of any changes in name, address, email, and, if requested, his/her bank account number.
6.5. In the event of complaints about the services and/or products provided by SolSync, the client must make these complaints known to SolSync within 7 days of the delivery of the service but within 30 days of the complete completion of the assignment or the trajectory. The client indemnifies SolSync for one year from delivery against any legal claims arising from the services and/or products provided.
6.6. The client must make backup copies of all materials/data as described in Article 6.2 that SolSync requires for the execution of the agreement. SolSync is not liable for any resulting damages from the loss of these materials/data.
6.7. When SolSync provides login credentials to the client, the client is responsible for these credentials. SolSync is not liable for misuse or loss of the login credentials and may rely on the client being the one logging in using the login credentials provided to the client.
6.8. The client is obligated to maintain confidentiality of all confidential information obtained by the client in the context of the agreement between the client and SolSync during the collaboration or from other sources. Information is deemed confidential when disclosed by the other party or when this is evident from the standards of reasonableness and fairness. 6.9. The risk and burden of proof for the correct and timely exercise of the right of withdrawal lie with the client.
ARTICLE 7. DELIVERY AND DELIVERY TIME
7.1. The delivery time to be applied by SolSync varies per assignment and is determined in consultation with the client. The delivery time specified by SolSync begins after the conclusion of the agreement and after receipt of all necessary data and/or materials from the client.
7.2. A delivery time set by SolSync can never be considered as a strict deadline. SolSync shall not automatically be in default by the mere exceeding of a delivery time.
7.3. In the event of exceeding the delivery period by more than 30 days, the client shall only have the right to terminate the agreement if SolSync, after a proper and detailed written notice of default specifying a reasonable period for remedy of the breach, fails to fulfill the essential obligations under the agreement.
7.4. The client is obliged to do what is necessary to enable timely delivery by SolSync, including timely providing complete, correct, and clear data as specified in Article 6.2.
7.5. SolSync's obligation to deliver shall be deemed fulfilled, unless proven otherwise, once the goods delivered by SolSync have been offered to the client once.
ARTICLE 8. PAYMENT
8.1. The customer's payment obligation commences on the day the agreement is concluded.
8.2. All invoices sent by SolSync must be paid by the customer within 14 days, unless otherwise agreed upon in writing. Orders placed through the online shop are settled immediately online.
8.3. If the customer fails to fulfill its payment obligation in a timely manner, the customer shall automatically be in default without the need for further notice of default.
8.4. In the event of non-payment, SolSync may decide to suspend its activities until the payment is made. If non-payment occurs regularly, SolSync may decide to unilaterally terminate the contract.
8.5. In case of non-timely payment, the customer, in addition to the amount due plus statutory (commercial) interest, shall be liable to pay full compensation for both extrajudicial and judicial collection costs, which shall amount to at least 15% of the invoice amount with a minimum of €150, excluding VAT (for individuals, only the 15% percentage according to the BIK scheme applies), as well as the costs for lawyers, attorneys, bailiffs, collection agencies, and any judicial procedure before the court or the court of appeal.
8.6. The payment claim is immediately due and payable if the customer is declared bankrupt, applies for a suspension of payments, if a general attachment is imposed on the customer's assets, if the customer dies, or if the customer is liquidated or dissolved.
8.7. In the above cases, SolSync also has the right to terminate or suspend performance of the agreement or any part thereof without notice of default or judicial intervention, without the right to compensation for any damage incurred by the customer as a result.
8.8. The customer agrees to receive electronic invoices from SolSync.
8.9. The customer may raise objections to the invoices sent by SolSync in writing within 7 days of the invoice date. Upon receipt of the objection, SolSync will conduct an investigation into the accuracy of the invoice amount. Objections to invoices sent do not suspend the customer's payment obligation.
8.10. All products and services provided by SolSync remain the property of SolSync until all amounts due from the customer to SolSync have been paid.
8.11 6.3 No contracts have been concluded with health insurers.
ARTICLE 9. RESERVATION OF OWNERSHIP & INTELLECTUAL PROPERTY
9.1. All intellectual property rights in all documentation, advice, quotations, workshops, online training provided or developed in the context of the services shall exclusively vest in SolSync unless otherwise agreed upon in writing.
9.2. The products delivered by SolSync may not, in whole or in part, be duplicated or resold unless otherwise agreed upon in writing.
9.3. The content of the website, including but not limited to: texts, images, design, trademarks, and domain names, are the property of SolSync and are protected by copyright and intellectual or industrial property rights existing under applicable law. Users of the website are not allowed to duplicate or make available any part of the website without permission from SolSync.
9.4. All copyrights and intellectual property rights in products of the human intellect developed by SolSync shall remain the exclusive property of SolSync, unless the rights are bought out or otherwise agreed upon.
9.5. SolSync is not responsible for any information/content that the client places on the servers of SolSync. If the information/content placed by the client infringes on the rights of third parties or violates laws and regulations in any way, the client shall indemnify SolSync against any claims for damages that third parties may assert as a result of this action by the client.
9.6. Any action contrary to Article 9.2, Article 9.3, and Article 14.6 shall be considered a copyright infringement.
9.7. In case of infringement, SolSync is entitled to compensation amounting to at least twice the license fee charged by SolSync for such use without forfeiting the right to any damages.
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ARTICLE 10. LIABILITY
10.1. Every agreement between SolSync and the client can be characterized as an obligation agreement. SolSync can therefore never be held liable for unachieved results. 10.2. The client is and remains at all times responsible for carrying out actions as acquired during a course, program, or online program.
10.3. The content of the online programs and courses is not intended to replace medical advice from a general practitioner, medical specialist, treating psychologist, or psychiatrist. If the client is under the care of a psychologist, psychiatrist, or other (para)medical professional, SolSync advises following the advice of said individuals. The use of the course and any decisions made as a result of the program and/or course are the sole responsibility of the client. SolSync accepts no liability in any form. The free content, courses, and programs are not a substitute for basic or specialist mental healthcare.
10.4. If, contrary to Article 10.1, SolSync, represented by Veronique de Leon, is nevertheless held liable, any liability is limited to the compensation of direct damages up to a maximum of 1 times the amount of the price agreed upon for that agreement (excluding VAT). This amount shall not exceed €800,- and in any case shall be limited at all times to the maximum amount that the insurer pays to SolSync in the respective case. In the case of a continuing agreement, any liability is limited to compensation for direct damages up to a maximum of the amount of the last invoice paid by the client.
10.5. In addition to Article 10.4, SolSync is then only liable for direct damages. Direct damages are exclusively understood to mean: • reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions: • any reasonable costs incurred to remedy the defective performance of SolSync under the agreement, insofar as these can be attributed to SolSync: • reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to limitation of direct damage as referred to in this article.
10.6. SolSync excludes any liability for indirect damages suffered through the use of services and/or products supplied by SolSync, except in situations where the damage is due to deliberate actions on the part of SolSync.
10.7. In any case, SolSync is never liable for: consequential damages, damage due to missed savings, damage due to business interruption, loss of profit, and for damages arising from loss of data during the execution of the agreement.
10.8. The client indemnifies SolSync against all claims for damages that third parties may assert in respect of damage that has arisen in any way through the unlawful or negligent use of the products and services supplied by SolSync to the contracting party.
10.9. If the client is dealing with physical health, psychiatric and/or personality problems, they are also advised to resolve this with the help of treatments in (mental) healthcare. If the client nevertheless starts a course or online program, it is advised to discuss this first with the treating (para)medical professional.
10.10. In cases of complaints regarding suicide, SolSync advises/refers the client to specialized medical care and cannot in any case be held liable for any consequences of not contacting a (para)medical professional. When this is known to SolSync, it will always be advised to seek help through a general practitioner or mental healthcare.
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ARTICLE 11. INTERRUPTION OF SERVICES AND FORCE MAJEURE
11.1. SolSync shall not be held to its obligations under the agreement if performance has become impossible due to force majeure. If the force majeure persists for a period of 60 days, both parties are entitled to terminate the agreement. That which has already been performed pursuant to the agreement shall then be settled in proportion.
11.2. SolSync's activities depend on the cooperation, services, and deliveries of third parties over which SolSync has little or no influence. SolSync cannot therefore be held liable in any way for any damage arising from a situation in which the failure is attributable to a third party with whom SolSync has entered into an agreement.
11.3. In addition to what is stipulated in clause 11.2, force majeure shall also be understood to mean everything in law and jurisprudence that is accepted as such.
11.4. Force majeure within these general terms and conditions is understood to mean any circumstance beyond the control of SolSync - even if this circumstance was foreseeable at the time the agreement was concluded - that permanently or temporarily prevents the performance of the agreement, including but not limited to: strikes, excessive absenteeism due to illness of SolSync personnel, transportation difficulties, fire, government measures, epidemics, pandemics, business disruptions at SolSync, default by SolSync's suppliers resulting in SolSync being unable to (further) fulfill its obligations towards the client, as well as other serious disruptions in SolSync's business or that of its suppliers.
11.5. In the event of force majeure, SolSync also has the option to extend the delivery period by the duration of the force majeure or to terminate the agreement, insofar as it has not yet been performed, without SolSync being obliged to pay any compensation, except as provided for in Article 78 of Book 6 of the Civil Code.
ARTICLE 12. DURATION OF AGREEMENT AND TERMINATION
12.1. The agreement is entered into for a fixed term, unless otherwise stated in the quotation or if the parties have expressly and mutually agreed otherwise in writing.
12.2. The right of interim termination of the agreement by the client is excluded, without prejudice to the other provisions stipulated in these general terms and conditions.
12.3. Both parties, both the client and SolSync, shall only have the right to terminate the agreement if the other party, after a proper and detailed written notice of default specifying a reasonable period for remedying the default, fails to fulfill its material obligations under the agreement.
12.4. In derogation of the provisions of article 8.3, SolSync may terminate the agreement, in whole or in part, by written notice with immediate effect, without notice of default and without judicial intervention, if urgent reasons arise, including but not limited to the cases where: • the client is granted (provisional) suspension of payments; • bankruptcy is applied for or declared with respect to the client; • there is reason to believe that the client will not be able to meet its payment obligations upon renewal of the agreement; • the client acts contrary to public order or morality, or any obligation arising from the agreement with SolSync; • the client infringes upon the rights of third parties; • the client acts contrary to reasonable guidelines or instructions from SolSync; • the client does not respond to correspondence by email, telephone, and/or written communication, whether or not by registered mail; • in case of recurring payment problems. SolSync shall never be liable for any damages due to a termination as stipulated in this article.
12.5. If, at the time of termination as referred to in articles 12.3 and 12.4, the client has already received performances for the execution of the agreement, these performances and the related payment obligation shall not be subject to reversal. Amounts invoiced by SolSync before the termination in connection with what it has already performed or delivered under the agreement shall remain due and payable immediately upon termination, notwithstanding the foregoing.
12.6. SolSync reserves the right to amend its general terms and conditions, including for existing agreements. If SolSync decides to amend the conditions, it shall inform the client accordingly. The client is then free to terminate the agreement from the moment the new general terms and conditions take effect or up to a maximum of 7 days after the entry into force of these new general terms and conditions.
ARTICLE 13. CONFORMITY
13.1. SolSync shall, in the performance of the agreement, strive to achieve the intended results as agreed upon in the quotation to the best of its ability. If, in the opinion of the client, the delivered results do not correspond to the intended results agreed upon in the quotation, the client and SolSync shall enter into consultation to ensure that the delivered results meet the intended outcomes.
13.2. In addition to what is stipulated in Article 13.1, the costs for additional work as referred to in that article shall be invoiced to the client at SolSync's normal rate, unless the client can reasonably demonstrate to SolSync's satisfaction that the deviations in the result are due to the deficient performance of the agreement on the part of SolSync.
13.3. Should it be determined that the deficiencies in the services and/or products to be delivered by SolSync are attributable to SolSync, the client shall have no right to compensation or termination of the agreement, except as provided in these terms and conditions.
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ARTICLE 14. SPECIAL PROVISIONS FOR SOLSYNC'S PROGRAMS, WORKSHOPS AND/OR TRAININGS
14.1. The client is expressly prohibited, regardless of participation, from offering or having a similar program or course provided, whether or not referring to or following SolSync's method.
14.2. The client cannot derive any rights or obligations from the program or course, and any actions taken by the client are at their own risk. SolSync accepts no liability for how the client implements the methods and techniques taught by SolSync in practice.
14.3. SolSync is entitled, if the client is in default of its payment obligation to SolSync, to suspend participation until the client has fulfilled its payment obligation.
14.4. In case of partial participation or early termination by the client, no refund of the invoice shall be made. In the event of early termination of an assignment, the client remains obliged to pay the full agreed-upon quotation amount.
14.5. SolSync shall not be liable for any potential consequences of undergoing an (online) program/course or workshop. SolSync reserves the right to suspend the service until contact has been made with a medical specialist, physician, or psychiatrist. The undergoing of parts of the program/course or workshop(s) falls entirely under the customer's own risk.
14.6. SolSync reserves the right to remove participants from workshops, training, or (online) programs if their behavior obstructs the workshop, training, or (online) program. Refund of paid funds is excluded in this case.
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ARTICLE 15. OTHER PROVISIONS AND APPLICABLE LAW
15.1. If any provision of these general terms and conditions is void or declared invalid, the remaining provisions of these general terms and conditions shall remain in full force and SolSync and the customer shall enter into consultations to agree on new provisions to replace the void or invalidated provisions.
15.2. If the customer includes provisions or conditions in their order that deviate from, or are not included in, these terms and conditions, they shall only be binding on SolSync if and to the extent that SolSync has expressly accepted them in writing.
15.3. If SolSync deviates from the General Terms and Conditions in favor of the customer on its own initiative, the customer shall not be entitled to any rights therefrom.
15.4. Any purchasing or other conditions of the customer shall not apply.
15.5. Rights and obligations arising from an agreement can only be transferred by the customer to a third party if SolSync has given written consent for this.
15.6. Dutch law shall exclusively apply to all legal relationships in which SolSync is a party. 15.7. SolSync and the client shall initially attempt to resolve any disputes amicably through mutual discussion, prior to resorting to legal action.
15.8. If disputes cannot be resolved informally, they shall be settled by the competent court in the district where SolSync is located, unless mandatory legal provisions prescribe a different procedure.
Version: April 2024.