Article 1 – Definition of terms
- “Heart of language” means Heart of language | Language under Hypnosis, registered with the Chamber of Commerce under number 65240588, registered in the Serrestraat 13 (2671 RM) in Naaldwijk.
- “Customer” or “customers” means any (legal) person with whom Heart of Language enters into an agreement or the person who receives an offer or quotation from Heart of Language.
- “Foreign customer” means the customer as referred to in this article, who shall be provided with lessons not taken in the Netherlands or the customer who does not have his or her permanent place of residence in the Netherlands.
- “Lesson” means a single lesson of approximately 60 (sixty) minutes, which may or may not be taken individually or together with another person.
- “Course” means an arrangement of lessons, which may or may not be taken individually or together with another person.
- “Intensive course” means: a course that is followed 5 (five) days consecutively, 4 (four) to 8 (eight) hours per day.
- The term “teacher” means: the person who works at Heart of Language or performs work for Heart of Language that supervises the language lessons.
- “Third party or parties” means the person or legal entity or contractor who hires Heart of Language to perform services on behalf of Heart of Language.
- “Agreement (of Assignment)” means the agreement between Heart of Language and the customer and the agreement between Heart of language and the third party.
Article 2 – Applicability
- These terms and conditions apply to all legal relationships between the customer or third party (s) and Heart of Language.
- If the customer or third party also uses (general) terms and conditions, these are expressly rejected by this general terms and conditions, therefore only the general terms and conditions of Heart of Language
- Heart of Language can and is authorized to make changes to these terms and conditions. The customer is informed in a timely manner of this new text. If the customer explicitly does not agree with this change, the initial version of these terms and conditions will remain in effect.
- These terms and conditions apply to every offer, quotation and agreement between Heart of Language and the customer or third party / parties, unless Heart of Language has explicitly deviated from this in writing.
- These conditions also apply to the customer’s agreements, where third parties are involved in the execution of the agreement.
- If the customer consists of two or more (legal) persons, then everyone is jointly and severally liable for the entire part for the fulfillment of all obligations towards Heart of Language.
- The customer and Heart of Language can agree that a free trial lesson will be taken. If this is the case, these terms and conditions also apply to that agreement, where (legal) persons use the trial lesson.
- If Heart of Language does not require performance immediately, that does not mean that the performance will lapse. The claim always remains, unless it is legally time-barred.
- If Heart of Language has already done business with the customer before, the customer cannot state that the general terms and conditions are not known or that they were not submitted.
Article 3 – Quotation
- The offer from Heart of Language has in principle a validity of 30 (thirty) days, unless stated otherwise in writing.
- If the customer or third party has accepted the quotation, it is no longer possible to cancel acceptance. The customer or third party must use the services included in the quotation or plan the services with Heart of Language within 3 (three) months after signing. Use means that the first lesson or a first part of a course is followed. If the customer or third party does not make use of the services, or the customer or third party does not plan within the specified period, the customer or third party immediately owes Heart of Language the amount included in the quotation after expiry of the period.
- Heart of Language cannot be held to the quotations or offers if the customer can or should reasonably understand that the quotation or offer contains a mistake or an (apparent) error.
- All quotations and offers from Heart of Language are without obligation, whereby Heart of Language can never be obliged to accept service and if there is a refusal it is not necessary to state a reason for the refusal.
- Acceptance must always be confirmed in writing by Heart of Language.
- If the acceptance deviates from the offer included in the quotation or offer, Heart of Language is not bound by the acceptance or the counter proposal of the customer.
- Offers or quotations do not automatically apply for future agreements.
- A compound quotation does not oblige Heart of Language to execute part of the assignment against a corresponding part of the stated price. In accordance with this article, the customer or third party owes Heart of Language the non-performance, the total amount for the accepted services which are included in the offer.
Article 4 – Procedure
- Heart of Language gives language lessons where hypnosis or deep relaxation is used. In general, the lesson is divided into the following three components:
- Part I concerns the passive component where the customer is under hypnosis or deep relaxation;
- Part II concerns the more active component where the customer is expected to practice the speech and interact with the teacher;
- Part III concerns a combination of the above components.
- If Heart of Language or the teacher is of the opinion that the abovementioned must be deviated from, so that a better (final) result can be achieved, this is up to Heart of Language or the teacher to do so. Where possible and necessary, this will first be discussed with the customer.
- The customer agrees that parts I and II of the lessons are recorded. The recordings are made for didactic purposes. This means that the customer explicitly agrees that Heart of Language can and may use the recordings of the lessons for other customers.
Article 5 – The agreement between Heart of Language and the customer
- Heart of Language can involve others (third parties) in the implementation of the agreement, for example to outsource certain parts of the agreement. Heart of Language remains responsible for proper compliance with the agreement. If the customer holds Heart of Language liable while Heart of Language has engaged third parties for this, Heart of Language will offer a suitable solution after consultation with the third parties and the customer. In principle, the customer cannot directly hold a third party or parties liable. Heart of Language will provide a suitable solution. After all, Heart of Language is the only one who can assess whether the third party / parties have performed the work in compliance with the agreement(s).
- The customer or third party shall ensure that all information and data necessary for the execution of the agreement are provided in time to Heart of Language.
- The customer or third party is not entitled to perform actions that could interfere with or complicate the implementation of the agreement with Heart of Language. During the term of the agreement, the customer or third party must not perform (or have performed) outside of Heart of Language, any of the actions of the Heart of Language assignment. This prevents various methods from being used, which could possibly have a (negative) impact on the services of Heart of Language. Regular teaching method (s), such as vocabulary and grammar exercises, do not fall within the scope of these provisions.
- Heart of Language is obliged to execute the agreement in an expert and careful manner. This obligation also applies to third parties hired by Heart of Language. Customers and third parties are also expected to make every effort to achieve a result that does justice to the agreement as much as possible.
- Heart of Language will make every effort to achieve the result desired by the customer. This is a best effort obligation of Heart of Language and not an obligation of result. If the result is not received, this does not relieve the customer of his obligations towards Heart of Language, with the exception of any obligations that are explicitly linked by the parties to achieving the intended result.
- If the third party hired by Heart of Language charges (administration) costs for the benefit of the customer, these costs are paid by the customer and will not be paid by Heart of Language.
Article 6 – Payment and payment term
- Payment by the customer must be paid within 14 days after the invoice date. In principle, payment is made in euros. Heart of Language may, however, indicate otherwise and the payment must be made in another currency. Heart of Language is entitled to invoice periodically.
- If payment is not made within the specified period, the customer is in default. The customer then owes statutory commercial interest, which is determined on the basis of the country where the service will be / was provided.
- If the customer fails to pay his bill or fails to pay, all legal costs that arise as a result will be borne by the customer. This includes, for example: (extra) judicial costs, collection costs and execution costs. These costs are in principle determined on the basis of Dutch legislation and regulations in accordance with the article “Applicable law”. Parties may deviate from this in writing insofar as the legal costs are determined on the basis of the laws and regulations of the country where the service is provided.
- In principle, the customer must pay the total of the costs or the invoice in one lump sum within the specified period.
- After consultation, however, it can be agreed in writing that the customer pays the lesson, course or session in installments, whereby a term is equal to 1 (one) month. If the customer wishes to make use of extra terms, this must be agreed in writing. For each additional period, Heart of Language will charge (extra) administration costs.
- Customers must cancel lessons as soon as possible but no later than 24 (twenty-four) hours in advance. If customers use a shorter period than 24 (twenty-four) hours before the lesson, the customer will be charged with 50 (fifty) percent of the quotation.
- If customers do not cancel a lesson at all, the full quotation – at least that part of the quotation for which the cancellation has not been (timely) canceled – will be invoiced to the customer.
- If customers have scheduled multiple lessons consecutively, the first lesson is taken as a reference point to determine to what extent the customer has complied with the provisions set out in the preceding paragraphs regarding the cancellation – or lack thereof – of lessons.
- If customers have scheduled a course, cancellation should take place as soon as possible, but at the latest within 48 (forty eight) hours.
- If customers use a shorter period than 48 (forty-eight) hours for the course, the customer will be charged with a 50 (fifty) percent of the quotation.
- If customers do not cancel a course at all, the full quotation – at least that part of the quotation for which the cancellation has not (timely) been canceled – will be invoiced to the customer.
- The first part of the course serves as a benchmark to determine the extent to which the customer has complied with the provisions set out in the previous paragraphs regarding the cancellation – or lack thereof – of courses.
- If customers have scheduled an intensive course, the cancellation must take place as soon as possible, but no later than 72 (seventy-two) hours.
- If customers use a shorter period than 72 (seventy-two) hours, the 50 (fifty) percent of the quotation will be invoiced to the customer.
Article 7 – Suspension of termination and interim termination
- If the customer or the third party fails to fulfill his obligations under the agreement (including these general terms and conditions), does not do so in time or does not comply fully, Heart of Language is authorized to suspend and / or terminate the agreement. This also applies if Heart of Language has good reason to fear that the customer will not fulfill his obligations.
- If the execution of the agreement – by virtue of this article – is suspended by Heart of Language, then Heart of Language is authorized to charge the customer for the extra costs incurred due to the delay.
- Heart of Language is authorized to terminate the agreement if a situation arises whereby the (execution of the) agreement has become impossible, or if maintenance of the agreement cannot reasonably be required of Heart of Language.
- If Heart of Language suspends or terminates the agreement on the basis of this article, the customer is not entitled to claim any damages from Heart of Language.
- If the agreement is dissolved by Heart of Language – because the customer or the third party does not meet the payment obligation or is otherwise in default – Heart of Language is entitled to compensation for direct and indirect damages suffered, such as the costs incurred and lost profit.
- In the event of a (request or an upcoming) bankruptcy, suspension of payment, debt rescheduling or seizure of the customer, Heart of Language is entitled to terminate the agreement freely and directly, without any obligation to pay compensation. The claims of Heart of Language towards the customer (or his authorized representative) are then immediately claimable.
Article 8 – Liability
- If the customer does not comply with the agreement, he is liable for all damages, direct or indirect, that results from this.
- If Heart of Language should be liable, then this liability is limited to what is regulated in these general terms and conditions, particularly in this provision.
- Heart of Language is in any case not liable for damages that has arisen because the customer has provided incorrect or incomplete information.
- If Heart of Language should be liable for damages, then liability is limited to a maximum of the amount invoiced for the agreement in question.
- If Heart of Language is affiliated with an insurance policy that covers the damages, then liability of Heart of Language is limited to the maximum amount of this insurance payment.
- In the case of liability, Heart of Language is only liable for direct damage and insofar as these concern reasonable costs. The necessity of the costs incurred (for example for limiting further damages) must first be demonstrated.
- Heart of Language is not liable for any damages that occurs, in any way whatsoever, as a result of the services provided by Heart of Language. Heart of Language is therefore not liable for indirect damages, such as consequential damages, unless the damages is due to intent or gross negligence of Heart of Language.
Article 9 – Force Majeure
- Heart of Language does not have to fulfill (part of) the agreement if there is force majeure.
- Force majeure is a circumstance that is not due to the fault of Heart of Language, and when the circumstance is for other reasons not to the account of Heart of Language (such as according to the law). This concerns all external causes, foreseen or unforeseen, about which Heart of Language cannot influence, but as a result of which Heart of Language is unable to fulfill the obligations arising from the agreement.
- Force majeure also includes, for example: sick teachers, disability, (internet) disruptions and work strikes.
- Heart of Language also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after Heart of Language should have fulfilled the agreement.
- Heart of Language can suspend compliance during the force majeure situation. Both Heart of Language and the customer may terminate the agreement if the force majeure situation lasts longer than two months, without compensation having to be paid.
- If, due to force majeure, Heart of Language can only partially fulfill or fulfill its obligations under the agreement, then Heart of Language is entitled to invoice that fulfilled part separately, as if it were a separate agreement.
- Heart of Language will ensure that in the event of force majeure the agreement (partially or not) – if necessary, via alternative method (s) – is still fulfilled, with due observance of these general terms and conditions and in particular the provisions in this article.
Article 10 – intellectual property and protection of method (s)
- All rights and intellectual property are property of or belong to Heart of Language. This also applies to intellectual property that the customer or third party manufactures during the execution of work for the benefit of Heart of Language.
- The intellectual property also relates to the method (s) that Heart of Language uses, including the music or sounds used during the lessons and courses, as well as other aids that the senses can perceive both consciously and unconsciously.
- If the customer or third party makes use of intellectual property which belongs to Heart of Language, without the explicit written permission of Heart of Language, the customer forfeits the immediately due and payable fine of € 1,500 (one thousand five hundred) and the customer being a legal person or the third party forfeits an immediately payable fine of € 5,000 (five thousand). Heart of Language is furthermore entitled to claim compensation from the customer or the third party for the actual damage suffered.
Article 11 – Indemnification
- The customer indemnifies Heart of Language (and any third parties engaged by Heart of Language) against claims from third parties.
Article 12 – Applicable law
- All legal relationships to which Heart of Language is a party are exclusively governed by Dutch law and only a Dutch court is competent.
- The court in The Hague, at least the court in the place where Heart of Language is located, has exclusive jurisdiction for any risen dispute.
- This article also applies if a commitment is (partly) executed abroad and for the benefit of foreign customers. Only if foreign customers have rejected (this article of) the general terms and conditions, the parties may deviate from this article by mutual agreement. The agreed deviations only apply if they are in writing and signed by both or all parties.
Article 13 – Location of the general terms and conditions
- These terms and conditions have been made available to the customer or third party. Furthermore, these general terms and conditions have been made available for inspection at the Chamber of Commerce and can also be viewed and downloaded on: https://heartoflanguage.nl/terms-and-conditions
- The latest uploaded version (on the above website) applies to the customer.