Algemene voorwaarden

1.1 “Agreement” means the Proposal, these Terms, any applicable DPA, and any written amendment expressly agreed by the parties.

1.2 “Client” means the organisation purchasing the Services.

1.3 “Participant” means an individual nominated by the Client to participate in the Services.

1.4 “Sponsor” means the Client representative responsible for strategic sponsorship, programme decisions and agreed business outcomes/indicators.

1.5 “Coordinator” means the Client representative responsible for day-to-day programme administration and coordination.

1.6 “Proposal” means Excellera’s written proposal, statement of work, order confirmation or similar document describing the specific Services and commercial terms.

1.7 “Services” means the leadership development, coaching, team coaching, training, workshops, facilitation, assessments, programme evaluation and other professional-development services expressly described in the Proposal.

1.8 “Materials” means Excellera’s methodologies, frameworks, tools, templates, exercises, content, know-how and other materials used or supplied in connection with the Services.

2.1 Excellera is a leadership capability development partner. Services may include structured individual coaching within Leadership Development Programmes, Team Coaching, workshops, training, facilitation and related professional-development services, as specified in the Proposal.

2.2 The Services are professional-development services. They do not constitute medical treatment, psychotherapy, psychological diagnosis, legal advice, financial advice, employment advice or other regulated professional advice unless expressly agreed in writing and legally permitted.

2.3 Coaching is intended to support reflection, awareness, judgement, choices and action. The Client and each Participant remain responsible for their own decisions, actions and results.

2.4 No representation or guarantee is made that the Services will produce a particular commercial, organisational, leadership, employee, financial or other outcome.

2.5 Programme objectives and business indicators may be agreed in the Proposal. Such indicators are used for programme design and evaluation and do not constitute guaranteed results.

2.6 Services are delivered remotely by default. On-site or international delivery is only provided where expressly agreed in the Proposal or another written agreement and may involve additional fees and reimbursable expenses.

3.1 Discovery is used to understand the Client’s leadership challenge, needs, expectations, fit and appropriate next step.

3.2 Programme Design may determine the programme type, Participants, timeline, business indicators, prerequisites, schedule, delivery format and reporting arrangements.

3.3 Ordinary Discovery discussions and preliminary proposals are non-binding and free unless expressly stated otherwise.

3.4 Substantial programme design, assessment, workshop or other preparatory work requested by the Client before an Agreement is concluded may be charged where this has been agreed in advance.

3.5 The Proposal governs the specific programme that the parties agree following Discovery and Programme Design.

4.1 An Agreement is formed when the Client accepts the Proposal in writing, signs it, issues a purchase order expressly referring to the Proposal, or otherwise confirms acceptance and Excellera accepts the engagement.

4.2 Electronic acceptance and electronic signatures are valid means of contracting.

4.3 The Proposal and these Terms form one Agreement. The Proposal prevails over these Terms for programme-specific matters only where it expressly addresses the relevant subject or expressly states that it overrides a particular provision.

4.4 A DPA prevails over these Terms solely to the extent of an express conflict concerning personal-data processing.

4.5 Client purchase orders, procurement terms, supplier portals, codes, policies or other Client documents do not amend or supplement the Agreement unless Excellera expressly accepts the relevant terms in writing.

4.6 The Client is responsible for ensuring that its representative accepting the Agreement has authority to bind the Client.

5.1 The Client will provide timely and accurate information reasonably required for delivery of the Services.

5.2 Where applicable, the Client will designate a Sponsor and a Coordinator in the Proposal or by written notice.

5.3 The Coordinator is normally responsible for participant nominations and changes, participant communications, scheduling coordination, programme logistics, replacement coordination, agreed surveys/forms, day-to-day communication and other operational tasks stated in the Proposal.

5.4 The Sponsor is responsible for participating in agreed programme reviews, deciding or approving agreed business-indicator information, reviewing programme status and outcomes, and making agreed programme decisions including whether to stop, start, continue, expand or reduce the programme.

5.5 The Client may replace its Sponsor or Coordinator by written notice. The Client remains responsible for continuity of the relevant responsibilities.

5.6 The Client warrants that it has the authority and necessary rights to provide Participant information to Excellera and to instruct Excellera regarding the Services.

5.7 The Client is responsible for informing Participants of the programme, relevant privacy information, participation expectations and any Client policies that properly apply to them.

6.1 Participants participate under the Client’s Agreement with Excellera and do not become contracting parties merely by participating.

6.2 Excellera may apply reasonable eligibility or suitability requirements where relevant to the programme design.

6.3 The Client remains responsible for participant selection and for ensuring that Participants are reasonably available and able to participate.

6.4 If a Participant declines to participate, repeatedly fails to attend or otherwise does not engage, this does not automatically entitle the Client to a fee reduction or refund.

6.5 A replacement Participant may be nominated in accordance with the participant replacement rules in the Proposal and these Terms.

6.6 Excellera may suspend or discontinue a Participant’s participation where reasonably necessary because of serious misconduct, harassment, abusive behaviour, safety concerns, conflicts of interest, material non-cooperation or other circumstances that make continued delivery inappropriate. Such action does not automatically terminate the Client’s programme.

7.1 The committed programme volume and pricing basis are stated in the Proposal.

7.2 Unless the Proposal states otherwise, up to 10% of the committed participant volume may drop out without an additional charge or fee adjustment.

7.3 The Client may replace Participants during the programme, subject to reasonable notice, programme suitability, scheduling and availability.

7.4 Where attrition exceeds the agreed allowance and a Participant is not replaced, the original committed programme fee remains payable.

7.5 Additional Participants or sessions beyond the agreed volume are subject to Excellera’s then-applicable volume pricing or the price stated in the Proposal/amendment. The parties may document such changes by written amendment or written confirmation.

7.6 A change in participant volume may require adjustments to the schedule, reporting, delivery capacity and programme timeline.

8.1 The Proposal specifies the programme duration, session volume and other programme-specific delivery terms.

8.2 Individual coaching sessions are normally 60 minutes unless the Proposal states otherwise.

8.3 The Client and Participants must use the agreed scheduling channels and reasonably cooperate with the agreed schedule.

8.4 Programme dates may be changed by mutual agreement, subject to availability and any reasonable additional costs caused by the requested change.

8.5 Unless otherwise agreed, a session cancelled or rescheduled by the Client or Participant with less than 24 hours’ notice, or missed without notice, may be treated as delivered. Excellera may waive this consequence in reasonable cases of emergency or other circumstances at its discretion.

8.6 If Excellera must cancel or reschedule, it will use reasonable efforts to offer an alternative time.

8.7 Excellera may replace a coach, facilitator or other professional where reasonably necessary, provided the replacement has appropriate qualifications and experience. Excellera will inform the Client where the change is material.

8.8 Excellera may engage appropriately qualified external coaches, facilitators, consultants or other professionals in delivering the Services.

9.1 Material changes to programme scope, participant volume, delivery format, duration, reporting, deliverables or other agreed requirements must be agreed in writing.

9.2 A material change may result in an adjustment to fees, timelines, participant capacity and deliverables.

9.3 A reduction in scope after capacity has been reserved does not automatically entitle the Client to a proportional fee reduction.

9.4 Written amendments may be accepted electronically and become part of the Agreement.

10.1 Fees are those stated in the Proposal. These Terms do not contain pricing.

10.2 Unless otherwise agreed in the Proposal, all fees are exclusive of VAT and other applicable taxes.

10.3 The standard payment term is 30 days from invoice date unless the Proposal states otherwise.

10.4 The Client may not delay or withhold payment of an undisputed invoice because of a separate dispute or claim, to the extent permitted by applicable law.

10.5 If an amount is overdue, Excellera may charge statutory commercial interest from the date on which the amount became due, without prejudice to any other rights. The applicable statutory rate may change by law.

10.6 Excellera may recover reasonable extrajudicial collection costs to the extent permitted by applicable law.

10.7 If an invoice remains overdue after reasonable notice, Excellera may suspend Services until payment is received. Suspension does not release the Client from its payment obligations or agreed programme fees.

10.8 Suspension caused by Client non-payment may affect programme timing, availability and delivery dates; reasonable resulting costs may be charged where permitted and agreed.

11.1 If the Client cancels the agreed programme more than 30 days before the scheduled start date, no cancellation fee is payable, except for non-refundable third-party costs or other costs expressly agreed in the Proposal.

11.2 If the Client cancels 30 days or less before the scheduled start date, 50% of the agreed programme fee is payable, plus non-refundable third-party costs.

11.3 Cancellation must be communicated in writing.

11.4 The parties may agree alternative arrangements instead of cancellation, including postponement, rescheduling or scope adjustment.

12.1 The programme term is stated in the Proposal.

12.2 Unused sessions expire at the end of the programme term unless Excellera agrees otherwise in writing.

12.3 Either party may terminate for material breach if the breach is not remedied within a reasonable period after written notice, where remedy is possible.

12.4 Excellera may suspend or terminate where the Client materially fails to pay, becomes insolvent, enters bankruptcy or restructuring proceedings, or there are reasonable grounds to believe that the Client cannot meet its payment obligations.

12.5 Where the Client terminates for convenience after commencement, the Client remains responsible for amounts accrued, reserved capacity and the agreed early-termination amount stated in the Proposal or, if none is stated, the reasonable value of Services performed and committed capacity, subject to applicable law.

12.6 Termination does not affect rights or obligations accrued before termination.

12.7 Provisions concerning payment, confidentiality, intellectual property, liability, data protection, dispute resolution and other provisions intended by their nature to survive will survive termination.

13.1 Each party will keep confidential information received from the other party confidential and will use it only for purposes of the Agreement.

13.2 Confidential information does not include information that is public without breach, already lawfully known, independently developed without use of the confidential information, or lawfully received from a third party without confidentiality restriction.

13.3 Ordinary business confidentiality obligations continue for five years after termination. Trade secrets remain protected for so long as they qualify as trade secrets under applicable law.

13.4 Individual coaching content is confidential. Excellera will not ordinarily disclose identifiable Participant disclosures, session transcripts or coaching notes to the Client.

13.5 The Client may receive agreed programme-level information such as attendance, participation status, aggregated themes, agreed measures and business indicators, as specified in the Proposal.

13.6 Nothing in this clause prevents disclosure required by law, court order, regulatory authority or applicable professional obligations.

13.7 Participants should be informed that coaching confidentiality is distinct from the Client’s contractual relationship with Excellera and from GDPR rights and obligations.

14.1 Excellera may transcribe coaching sessions for the purpose of preparing coaching notes, programme administration and service quality, where the relevant processing is lawful and appropriately disclosed.

14.2 Excellera may use Microsoft 365 services, Teams, Outlook, OneDrive, Bookings, Forms, WhatsApp Business and other appropriate technology providers to support delivery and administration of the Services.

14.3 Excellera may use an AI-assisted workflow to summarise coaching material. Excellera’s intended workflow is to retain identifiable transcripts within its controlled environment, apply local de-identification/anonymisation using Presidio, conduct a human review for re-identification risk, and submit only appropriately anonymised material to the AI service.

14.4 Excellera will not knowingly submit an identifiable coaching transcript to the AI service as part of this workflow.

14.5 Where personal data is processed by Excellera on the Client’s behalf, the parties will enter into a DPA where required. The applicable controller/processor role will be assessed by processing activity rather than assumed for the entire relationship.

14.6 Nothing in this clause authorises Excellera to process personal data in a manner inconsistent with applicable data-protection law or the applicable DPA.

15.1 Each party will comply with applicable data-protection law, including the GDPR where applicable.

15.2 The Client is responsible for ensuring that it may lawfully provide Participant data to Excellera and for providing any required privacy information to Participants, unless the parties expressly agree otherwise.

15.3 Where Excellera acts as processor for the Client, the parties will enter into a DPA containing the particulars required by applicable law.

15.4 Where Excellera acts as an independent controller for a processing activity, Excellera will determine the relevant purposes and means and will comply with its own controller obligations.

15.5 Excellera will apply appropriate technical and organisational measures proportionate to the risks of the processing.

15.6 Personal data will generally be retained only for as long as reasonably necessary for the relevant purpose, subject to a general one-year programme-data retention approach and any longer period required or permitted by law, needed to establish or defend legal claims, or required for accounting and other statutory records.

15.7 Where personal data is transferred outside the EEA, Excellera will use a lawful transfer mechanism where required.

15.8 Further details are set out in the applicable Privacy Policy and DPA.

16.1 Excellera retains all intellectual property rights in its Materials, methodologies, frameworks, tools, templates, exercises, know-how and pre-existing content.

16.2 The Client retains ownership of materials, data and information supplied by the Client.

16.3 Subject to payment, the Client receives a non-exclusive, non-transferable, internal-use licence to use deliverables specifically created for the Client to the extent necessary for the Client’s internal business purposes.

16.4 The Client may not commercially resell, publish, distribute externally, sublicense or materially modify Excellera Materials without Excellera’s prior written consent, unless expressly permitted in the Proposal.

16.5 Nothing prevents Excellera from using general skills, knowledge, experience, ideas and know-how retained in unaided memory, provided it does not disclose the Client’s Confidential Information.

17.1 The Client grants Excellera the limited rights necessary to use Client-provided data and materials to perform the Services.

17.2 The Client warrants that it has the rights and permissions necessary for Excellera to use such materials for the agreed purposes.

17.3 Excellera is not responsible for the accuracy, legality or completeness of Client-provided information.

18.1 Excellera may not use the Client’s name or logo publicly without the Client’s prior written permission.

18.2 Testimonials, case studies and attributable statements require the Client’s prior written approval.

18.3 Excellera may use aggregated or anonymised programme results for marketing only with the Client’s prior written permission.

18.4 Any permission may be limited by the Client as to form, timing, context or duration.

19.1 The Proposal may specify business indicators, reporting measures and information supplied by the Client.

19.2 Excellera may provide a monthly Status Report and a Final Report where included in the Proposal.

19.3 Reports are based on information reasonably available to Excellera and, where relevant, information supplied by the Client and Participants.

19.4 Excellera is not responsible for the accuracy or completeness of Client-controlled business data.

19.5 Reporting does not constitute an audit, independent verification or guarantee of a business outcome.

19.6 Where a six-month follow-up is included in the Proposal, its purpose is to review sustainability, results and future needs and not to guarantee a particular outcome.

20.1 Excellera will perform the Services with reasonable care and professional skill consistent with the nature of the Services.

20.2 Except as expressly stated in the Agreement, no other warranties or guarantees are given to the maximum extent permitted by law.

20.3 Excellera does not guarantee that a Participant, team or organisation will achieve a particular behavioural, leadership, financial, retention, performance or other result.

21.1 Excellera is liable only for direct damage that is the result of an attributable failure to perform the Agreement, subject to the limitations in this clause and applicable mandatory law.

21.2 Excellera’s aggregate liability arising from or relating to an Agreement is capped at the total fees paid or payable by the Client for the relevant engagement during the 12 months preceding the event giving rise to the claim.

21.3 Excellera is not liable for indirect or consequential loss, including loss of profit, revenue, business, anticipated savings, opportunity, goodwill or reputation, to the maximum extent permitted by law.

21.4 Excellera is not liable for damage caused by inaccurate, incomplete or unlawful information or instructions supplied by the Client or by a Participant, except to the extent such exclusion is not permitted by law.

21.5 The limitations in this clause do not apply to liabilities that cannot legally be limited or excluded under applicable law.

21.6 A claim must be notified to Excellera as soon as reasonably practicable after the Client becomes aware of the circumstances giving rise to it, without prejudice to any applicable statutory limitation period.

21.7 The Client must take reasonable measures to mitigate its loss.

22.1 Neither party gives a general or unlimited indemnity under these Terms.

22.2 The Client is responsible for claims arising from Client-provided materials, data or instructions where Excellera’s use of them in accordance with the Agreement gives rise to a third-party claim, except to the extent caused by Excellera’s breach of the Agreement or applicable law.

22.3 Any specific indemnity must be expressly agreed in the Proposal or a signed amendment.

23.1 Neither party is liable for failure or delay caused by circumstances beyond its reasonable control, including serious illness, incapacity, natural disasters, war, civil unrest, epidemic/pandemic measures, major infrastructure failures, cyber incidents not caused by the affected party’s failure to apply reasonable measures, government action or widespread technology outages.

23.2 The affected party will inform the other party within a reasonable time and use reasonable efforts to mitigate the effects.

23.3 If force majeure continues for more than 60 days and materially prevents performance, either party may terminate the affected Services by written notice, without prejudice to accrued payment obligations.

24.1 Excellera may suspend Services where reasonably necessary for non-payment, safety, serious misconduct, unlawful instructions, data-protection concerns, loss of necessary access or other material circumstances preventing safe or lawful performance.

24.2 Where practicable, Excellera will notify the Client and provide an opportunity to remedy the issue.

24.3 Suspension does not waive Excellera’s rights to payment or other contractual remedies.

25.1 The Client may not assign or transfer the Agreement without Excellera’s prior written consent, except where mandatory law provides otherwise.

25.2 Excellera may assign the Agreement to an affiliate, successor or entity acquiring the relevant business or assets, provided the Client’s material contractual protections are not materially diminished.

25.3 Excellera may subcontract or use external professionals in accordance with these Terms. Excellera remains responsible for managing the Services and for obligations that cannot lawfully be delegated.

26.1 The Agreement is non-exclusive. The Client may engage other providers and Excellera may provide services to other clients, including organisations in the same industry, provided Excellera complies with its confidentiality obligations and does not misuse Client Confidential Information.

27.1 The version of these Terms in force and properly incorporated into the Agreement applies to that engagement.

27.2 Excellera may update its standard Terms for future engagements. An existing Agreement is not changed merely because a newer version is published.

27.3 Any change to an existing Agreement must be made in accordance with the amendment provisions of the Agreement.

28.1 Contractual notices may be given by email to the designated Client or Excellera contact stated in the Proposal, or to another address notified in writing.

28.2 The parties should use reasonable efforts to ensure that notices are received by an appropriate authorised contact.

29.1 The Agreement constitutes the entire agreement concerning the Services and replaces prior proposals or discussions concerning the same subject, except for fraud or any rights that cannot lawfully be excluded.

29.2 A failure or delay to exercise a right is not a waiver of that right.

29.3 If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will remain in effect.

30.1 The Agreement is governed by the laws of the Netherlands, without regard to conflict-of-law principles.

30.2 The parties will first attempt in good faith to resolve a material dispute through the relevant Sponsor and Excellera representative.

30.3 Subject to mandatory jurisdiction rules, disputes will be submitted to the competent court in the Netherlands, with the preferred venue to be specified in the final entity version after Dutch counsel review.

31.1 These Terms are drafted in English and the English version governs unless the parties expressly agree otherwise in writing.

31.2 Excellera may publish translations for convenience. If a translation conflicts with the English version, the English version prevails unless expressly agreed otherwise.

32.1 Except where mandatory law provides otherwise, no person other than the parties has a right to enforce the Agreement merely because they participate in or benefit from the Services.

33.1 The contracting entity is the Excellera legal entity identified in the Proposal. The entity details must be updated once Excellera’s Dutch company is incorporated.

33.2 Until the new entity is legally established and the contracting structure is formally implemented, no public version of these Terms should state the future entity’s KvK, registered office or other details as if already existing.