General terms and conditions

General terms & conditions

NB: This document is an English translation of a document prepared in Dutch. In case of discrepancies between the English and the Dutch text, the Dutch text will prevail.

General Terms and Conditions of the Institute for International Research (IIR BV), established in Amsterdam.

These General Terms and Conditions have been filed with the Chamber of Commerce in Amsterdam under number 33200358.


I. General Conditions

Article 1. Definitions

1.1     Terms and expressions used in agreements to which these General Terms and Conditions have been made applicable are defined as follows:

• IIR: the private company with limited liability Institute for International Research B.V., having its registered office and principal place of business in Amsterdam, at Kabelweg 37;
• Event: all events organized by IIR, including training sessions, conferences, incompany training courses, seminars, panel discussions, master classes and/or conventions;
• Participant: the natural person who has been registered as a Participant in one of the IIR Events;
• Registration Fee: the fee for participating in an Event, excluding VAT, in euros;
• Other Party: every person or legal entity that has concluded an agreement with IIR;
• Cancellation: if a Participant or Other Party has registered for an Event, the registration has been accepted by IIR and the Participant or the Other Party no longer wishes to participate in the Event.

Article 2. General

2.1     If and insofar as the Other Party is not the same person as the Participant, the Other Party shall guarantee that the Participant meets his obligations pursuant to these terms and conditions and the agreement.
2.2    Applicability of terms and conditions of the Other Party is explicitly rejected.

Article 3. Conclusion of the Agreement

3.1     All offers and quotations by IIR are without engagement, unless explicitly stated otherwise in writing.
3.2     The sending of offers and/or (other) documentation to the Other Party will not oblige IIR to accept a registration. Nonacceptance will be communicated by IIR to the Other Party as soon as possible, but in any case within 14 days.
3.3     Registration will only be deemed accepted by IIR when IIR has sent a written confirmation to the Participant. The agreement with the Other Party is concluded by that confirmation.
3.4    If a registration limit for an Event is exceeded, the date of receipt of the registration by IIR will be applied as a selection criterion. The Participant who has not been accepted will be notified accordingly as soon as possible.
3.5    Reservations by the Other Party for participation in an Event will only be valid for three weeks and lapse upon expiration of that period.
3.6    IIR has the right to transfer the rights and obligations under the agreement with the Other Party, in whole or in part, to a third party. The Other Party in that case has the right to terminate the agreement with IIR.

Article 4. Substitution

4.1     A Participant may be replaced by another participant, provided this is communicated to IIR in writing before the start of the Event.

Article 5. Change in Dates

5.1    Should a Participant be unable to attend an Event on the date registered for, the Participant may submit a written request to IIR for another date to participate in the Event.
5.2    The Participant may change the date for participating in an Event at no cost until one month before the start of the Event, or cancel participation in accordance with article 6 of these Terms and Conditions. If a Participant requests to change the date for participating in an Event within one month before the start of the Event, the Participant will receive a credit note for the value of the fee of the Event, excluding VAT, which the Participant may use to register for another Event. The Registration Fee will not be refunded to the Participant in this case.
5.3    If at the time of the request for a change in date the Other Party has not yet paid the Registration Fee, the Registration Fee will remain due by Other Party to IIR and the Participant will receive a credit note for the value of the price after payment has been made.
5.4    Events will only take place if there is a sufficient number of participants. In case of an insufficient number of participants - to be determined by IIR exclusively - IIR may cancel the Event. The Other Party will be notified accordingly no later than one week before the supposed start of the Event and the paid Registration Fee will either be refunded or set off against possible amounts payable, whichever is preferred by the Participant.

Article 6. Cancellation

6.1    Cancellation of an agreement must be submitted in writing (by letter or by fax message).
6.2    Cancellations can be made at no cost up to one month before the date of the Event.
6.3    If a cancellation is submitted within one month before the date of the Event, the Participant will receive a credit note for the value of the fee of the cancelled Event, excluding VAT. The Participant may use this credit note to participate in another Event
6.4    If at the time of the cancellation of the agreement the Other Party has not yet paid the Registration Fee, the Registration Fee will remain due by Other Party to IIR and the Participant will receive a credit note for the value of the price after payment has been made.

Article 7. Credit Note

7.1    The credit note will be valid for one year after the date of issuance by IIR. The credit note will no longer be valid after that date.
7.2    The credit note will be made out in the name of the Other Party and can only be used by the Other Party.
7.3    The Participant will not be refunded for the difference between the value of the credit note and the Registration Fee of the Event if the Participant chooses to participate in an Event for which the Registration Fee is lower than the value of the credit note.
7.4    If a Participant chooses to participate in an Event for which the Registration Fee is higher than the value of the credit note, the Participant will be invoiced for the difference between the value of the credit note and the Registration Fee of the Event.

Article 8. Payment

8.1      Unless agreed otherwise in writing, payment of the Registration Fee must be received by IIR within 10 days of the date of the invoice, making reference to the invoice number, the name of the Participant, the name of the Event and the code for the Event. The value date on IIR's bank statement will be decisive and thus considered as the date of payment.
8.2    If the agreement between IIR and the Other Party is concluded within 10 days before the start of the Event, payment of the Registration Fee must be received by IIR no later than one working day before the start of the Event, making reference to the invoice number, the name of the Participant, the name of the Event and the code for the Event. The value date on IIR's bank statement will be decisive and thus considered as the date of payment.
8.3    If payment has not been received in time, the Participant may be refused entry to the Event, unless the amount due is paid in cash.
8.4    Payments made by the Other Party shall primarily serve to settle any interest due and collection costs incurred by IIR, and subsequently invoices which have been outstanding for the longest time.
8.5      If the Other Party:
a.    is declared bankrupt or is in liquidation, assigns the assets, requests suspension of payment, or if an attachment is levied on part of or on all of its property,
b.    dies or is placed under guardianship,
c.    fails to meet any obligation resting on it by reason of the law or these conditions,
d.    fails to pay an invoice amount or part thereof within the specified period,
e.    proceeds to terminate or transfer its business or important part thereof, including the transfer of its business into an existing company or a company to be established, or changes the objective of its business,
the occurrence of any of the abovementioned circumstances shall give IIR the right to either terminate the agreement, or to forthwith demand payment in full of any amount owed by the Other Party for services performed by IIR, without any notification or default notice being required, all of this without prejudice to IIR's right to full compensation for costs, damage and interest.

Article 9. Interest and Costs

9.1    If payment has not been made in the manner agreed upon, the Other Party will be in default by operation of law and will owe 1% interest per month or part thereof over the outstanding amount as of that moment.
9.2     In case of late payment by the Other Party, IIR will claim compensation from the Other Party for judicial and extrajudicial costs incurred. The extrajudicial costs are set at 15% of the outstanding amount.

Article 10. Liability

10.1    IIR's shall only be liable for direct damages resulting from conducting Events, with the proviso that this liability shall be limited to a maximum amount of GBP 500,000 per incident increased by IIR's own risk under the relevant insurance policy.
10.2    If an incident referred to under 10.1 should result in more than one claim and the total of these claims exceeds the maximum amount mentioned under 10.1, IIR shall only be obliged to satisfy these claims pro rata. IIR shall in any event only be liable to a maximum amount of GBP 750,000 in total per calendar year with respect to incidents referred to under 10.1.
10.3    If, for whatever reason, no payment is made under the aforementioned insurance policy, any and all liability on the part of IIR shall at all times be limited to the amounts IIR has invoiced to or received from the Participant at that time with respect to agreement concerned.
10.4    The term 'direct damages' as used in this article shall only mean:
a.    reasonable costs made by the Participant to make IIR's performance conform to the agreement concluded;
b.    reasonable costs made for the establishment of the cause and scope of the damages;
c.    reasonable costs made to prevent or reduce the damages, insofar as the Participant can demonstrate that these costs have actually resulted in a reduction of the direct damages as defined in this article.
10.5     IIR shall in no way be liable for indirect damages, including the loss of profits resulting from not or not properly conducting the Event, performing other services, or for any other consequential damages.
10.6    IIR's total liability for damages caused by death or by personal injury or for material damage to goods shall not exceed the payment under IIR's insurance policy and never exceed the amount of GBP 25,000,000 per incident. Liability for the material damage to goods of third parties shall not exceed the payment under IIR's insurance policy and never exceed the amount of GBP 10,000 per incident.
10.7    Claims for compensation most be lodged with IIR in writing forthwith, but in any case within 1 (one) year after the end of the Event.

Article 11. Force Majeure

11.1    If in the event of Force Majeure agreed Event locations, dates and/or times cannot be met, IIR cannot be held liable for any resulting damages such as travel costs and hours not worked. Force Majeure is defined as follows: any failure in the performance of the agreement that cannot be imputed to IIR because IIR is not at fault or cannot be held accountable by virtue of the law, juridical act or commonly held beliefs, because of which IIR deems it necessary to change dates, locations or times, including, but not limited to, teachers, speakers or presenters being unable to attend due to illness.

Article 12. Conference Folder

12.1    Within two weeks after payment of the invoice, IIR will send the Other Party the Conference Folder via registered mail.
12.2    The Other Party may submit a complaint with respect to the Conference Folder within 14 days after its delivery. Complaints will no longer be accepted after the lapse of 14 days.

Article 13. Personal Information

13.1    Personal information gathered by IIR is processed in the context of IIR's business operations for the benefit of executing the agreement, meeting legal requirements, preventing, detecting and fighting fraud or irregularities, handling complaints and settling disputes, performing market research, approaching the Other Party and Participants to promote IIR Events, and promoting overall efficiency within IIR.
13.2     The Other Party and the Participant have the right of inspection and correction with respect to his or her personal information. In addition, the client may lodge a complaint with IIR against any future processing of his or her personal data.
13.3    IRR will only pass on information to third parties if such is required by law, because of urgent and serious reasons, insofar as it does not harm the privacy of the Other Party and the Participant disproportionately, and/or if IIR transfers the rights and/or obligations under this agreement or part thereof to a third party within the meaning of article 3.6.

Article 14. Disputes and Applicable Law
14.1    All disputes between parties arising from the agreement or directly or indirectly related to the agreement shall be settled in the first instance by the competent court in Amsterdam.
14.2     These General Terms and Conditions as well as all agreement to which these General Terms and Conditions have been made applicable are governed by Netherlands law.

II. Incompany training Courses

15.    The provisions in this paragraph about Incompany Training Courses, in addition to articles 1, 2, 3, 8, 9, 10, 11, 13 and 14 of the General Conditions of these General Terms and Conditions, apply if IIR organizes incompany training courses at the location of the Other Party. The other General Conditions do not apply.

Article 16. Cancellation of Incompany Training Courses
16.1    Cancellation of an agreement must be submitted in writing (by letter or by fax message).
16.2    In case of cancellation in the period between concluding the agreement and one month before the date of the incompany training course, the Other Party shall owe IIR 40% of the agreed price.
16.3     In case of cancellation between one month and two weeks before the date of the Event, the Other Party shall owe IIR 80% of the agreed price.
16.4    In case of cancellation within two weeks before the date of the Event, the Other Party shall owe IIR 100% of the agreed price.

Article 17. Changing Incompany Training Course Dates
17.1    If the Other Party wishes to change the incompany training course date, the regulation of article 16 ('Cancellation of Incompany Training Courses') of these General Terms and Conditions applies.
17.2    IRR has the right to change the date of an incompany training course.

III. Sponsors

18.    The provisions in this paragraph about Sponsors, in addition to articles 1, 3.1, 3.2, 3.6, 9, 10, 11, 13 and 14 of the General Conditions of these General Terms and Conditions, apply if IIR concludes an agreement with the Other Party with respect to sponsorship. The other provisions of the General Conditions do not apply.

Article 19. Payment

19. 1    Unless agreed otherwise in writing, payment of the invoice must be received by IIR within 10 days of the date of the invoice, making reference to the invoice number, the name of the Event and the code for the Event. The value date on IIR's bank statement shall be decisive and thus considered as the date of payment.
19.2    If the agreement between IIR and the Other Party is concluded within 10 days before the start of the Event, payment of the invoice must be received by IIR no later than one working day before the start of the Event, making reference to the invoice number, the name of the Event and the code for the Event. The value date on IIR's bank statement shall be decisive and thus considered as the date of payment.
19.3    If payment has not been received in time, the sponsor and the guest(s) may be refused entry to the Event, unless the amount due is paid in cash.
19.4    Payments made by the Other Party shall primarily serve to settle any interest due and collection costs incurred by IIR, and subsequently invoices which have been outstanding for the longest time.
19.5     If the Other Party:
a.    is declared bankrupt or is in liquidation, assigns the assets, requests suspension of payment, or if an attachment is levied on part of or on all of its property,
b.    dies or is placed under guardianship,
c.    fails to meet any obligation resting on it by reason of the law or these conditions,
d.    fails to pay an invoice amount or part thereof within the specified period,
e.    proceeds to terminate or transfer its business or important part thereof, including the transfer of its business into an existing company or a company to be established, or changes the objective of its business,
the occurrence of any of the abovementioned circumstances shall give IIR the right to either terminate the agreement, or to forthwith demand payment in full of any amount owed by the Other Party for services performed by IIR, without any notification or default notice being required, all of this without prejudice to IIR's right to full compensation for costs, damage and interest.