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General terms and conditions of Academy of Brain Stimulation BV
1.1. In this document, the following capitalized terms shall have the meaning as indicated below:
A) “Agreement“: these General Terms and Conditions, together with the relevant quotations or order confirmations issued by or agreements entered into with ABS;
B) “ABS“: Academy of Brain Stimulation 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 91750032, having its registered office at Burgemeester Cortenstraat 160, 6226 GX Maastricht, the Netherlands;
C) “Account“: a digital profile that, by means of personal login details, provides access to the Platform;
D) “Client“: any natural and or legal person entering into an Agreement with ABS;
E) “E-learning“: a fully digital and on demand comprehensive TMS training and certification program offered as a Service by ABS;
F) “General Terms and Conditions“: these general terms and conditions of ABS;
G) “Membership“: membership with the Academy of Brain Stimulation offered as a Service by ABS, on which ABS discloses and shares relevant information in relation to neurostimulation;
H) “Platform“: the e-learning platform provided by ABS via [www.brainstimulation-academy.com], for which the Client can create an Account to make use of the Services provided by ABS;
I) “Services“: all services offered by ABS and all products, services and results to supplied by ABS;
J) “TMS Course“: the TMS course offered by ABS’ affiliate TMS Certification Course BV, available via https://tmscourse.eu.
2.1 These General Terms and Conditions apply to all offers and/or agreements made or concluded by ABS 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 ABS 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 ABS 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 ABS and the Client.
3.1 In order for a Client to make use of the Services, the Client shall create an Account on the Platform.
3.2 Through the Account the Client can make use of one or more of the following Services offered by ABS. The Services will be available for the Client immediately after the Agreement between ABS and the Client has been concluded. This shall qualify as an explicit request of the Client to ABS to commence with the implementation of the Agreement, in accordance with Article 8.4. Below, ABS sets out the additional conditions for each specific Service:
A) TMS Course: ABS offers the TMS Course on the Platform in its capacity as intermediary. In the event that the Client wishes to participate in the TMS Course, the Client will be forwarded from the Platform to the website of TMS Certification Course BV. The Client directly purchases the TMS Course via TMS Certification Course BV. ABS is not a party to the agreement between TMS Certification Course BV and the Client;
B) E-learning: the E-learning will be accessible for four weeks after it has been made available to the Client, during which the Client has to complete the E-learning. After four weeks, access to the E-learning will be denied;
C) Membership: an Agreement pertaining to the Membership will be entered into for an initial term of one year. After the expiry of the initial term, the Agreement will be automatically renewed with an additional term of one year.
3.3 In order for a Client to create an Account on the Platform, the Client shall complete the registration form on the Platform. The Client warrants that the personal data included in the registration form are accurate, correct and complete. The Client indemnifies ABS for all claims from third parties related to the accuracy, correctness and completeness of the information included in the registration form.
3.4 ABS shall at all times be entitled to refuse or delete an Account at its own discretion.
3.5 Each account is personal and nonassignable and only intended for the Client who created the account. The Client shall keep the user name and password related to his account strictly confidential and shall not disclose this information to third parties.
3.6 Verbal undertakings or arrangements by or with ABS’ personnel shall only be binding if ABS has confirmed this in writing.
3.7 ABS shall be entitled to engage one or more third parties for the implementation of the Agreement at its own discretion.
3.8 These General Terms and Conditions will apply in full to any amendments to the Agreement.
4.1 The Client shall only use his Account and the Platform for their intended use. The Client shall refrain from improper use of the Account and the Platform, as well as from any acts or omissions that harm or might harm the Platform and the accessibility of the Platform for ABS, other uses or third parties.
4.2 ABS shall not be liable for damages resulting from the (in)accessibility of the Platform and/or (technical) malfunctioning of the Platform.
5.1 ABS 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 ABS is therefore entirely without obligation and is provided by ABS as non-binding information.
5.2 The advice and other information provided by ABS is intended solely for the Client. Third parties cannot derive any rights from this advice or information.
5.3 Unless ABS gives its prior written consent, the Client will not be permitted to disclose the content of advice and other information provided by ABS or make it available to third parties in any other way.
6.1 Unless otherwise agreed in writing, the prices specified by or agreed with ABS are exclusive of VAT.
6.2 If ABS undertakes to provide additional Services without a price having been expressly specified in the Agreement, ABS shall be entitled to charge a reasonable fee for those Services.
6.3 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 ABS from third parties, change, ABS shall be entitled to adjust the prices accordingly.
7.1 Unless otherwise agreed in writing, the Client will pay for the Services online prior to delivery. The Services will be accessible after payment. An invoice will be sent upon Client’s request. . ABS shall be entitled to suspend delivery if the Services until payment has been made by the Client.
7.2 In the event that the Services pertain to E-learning, the Client shall be required to pay a one-off fee. In the event that the Services pertain to the Membership, the Client shall be required to pay an annual fee that will be invoiced to the Client after the expiry of the initial or renewed term.
7.3 Unless otherwise agreed in writing, for Services other than for Services requiring online payment prior to delivery as described in clause 7.1, the Client shall pay ABS’ 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.
7.4 The Client waives any right to suspension and set-off.
7.5 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 ABS’ right to claim compensation of the actual damages.
7.6 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).
7.7 The entire invoice amount will be immediately due and payable in full (i) in the event of failure to pay an agreed installment 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 ABS.
7.8 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.
8.1 In the event that the Agreement between ABS 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.
8.2 In the event the Agreement between ABS 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 ABS.
8.3 The Client can exercise his right of withdrawal by notifying ABS thereof by means of a completed standard form for withdrawal or by any other declaration to ABS stating that the Client is exercising his right of withdrawal.
8.4 In the event that the Client exercises his right of withdrawal after he has explicitly requested ABS to commence with the implementation of the Agreement, the Client owes to ABS an amount equal to the part of the Agreement that has been implemented by ABS before the right of withdrawal was exercised by the Client. Article 8 applies mutatis mutandis.
9.1 The Client may not cancel a given order. If the Client nevertheless cancels a given order, the Client shall be required to reimburse ABS for all costs reasonably incurred for the execution of this order and the loss of profit incurred by ABS, plus VAT.
9.2 This Article is without prejudice to the provisions in Article 7 of these General Terms and Conditions.
10.1 ABS is held to implement the Agreement to the best of its ability. ABS shall however not be liable for the intended result.
10.2 ABS 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.
10.3 ABS shall not be liable for any advice or recommendations given to the Client. The Client shall indemnify ABS against all claims from third parties in connection with the advice given or recommendations made by ABS.
10.4 The Client shall indemnify ABS, its employees and third parties hired by ABS against all claims from third parties in connection with the implementation of the Agreement by ABS, irrespective of the cause, and against any resultant costs for ABS.
10.5 In all cases in which ABS 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 ABS, the compensation shall furthermore never exceed the amount actually paid out by the insurer.
10.6 Any claim against ABS shall lapse twelve (12) months after the claim arises, unless ABS has acknowledged the claim in writing.
10.7 The Client shall indemnify ABS, ABS’ employees and third parties hired by ABS against all claims from third parties, including ABS’ employees and third parties hired by ABS, 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.
11.1 If ABS is prevented from complying with the Agreement due to force majeure, ABS 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.
11.2 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, intentional or accidental corruption or loss of data, disrupting legal provisions, and late delivery of goods or services by third parties engaged by ABS, and other circumstances beyond the control of ABS.
11.3 In the event of a force majeure situation, ABS shall be entitled to terminate the part of the agreement that cannot be implemented by giving written notice.
11.4 If, at the occurrence of the force majeure situation, ABS has already partially fulfilled its obligations or is only able to partially fulfill its obligations, ABS 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.
12.1 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 Platform and the Services, including the course and preparatory materials and relating to anything developed, designed, manufactured or supplied by ABS, are vested in and are held exclusively by ABS or its supplier.
12.2 In the event a dispute arises between ABS and the Client concerning the Intellectual Property, ABS shall be assumed as being right holder, in the absence of evidence to the contrary from the Client.
12.3 All products and documents that are supplied to the Client in relation to the Services provided by ABS, shall not be reproduced and/or shared with third parties by the Client without the prior written approval of ABS, regardless of whether those products and documents are subject to copyright or any other legal protection for ABS.
12.4 In the event that the Client enters into an Agreement with ABS on behalf of one or more Participants, the Client is required to impose the obligations resulting from this Article on the Participant(s).
13.1 When collecting and (further) processing personal data of or on behalf the Client in the framework of the Agreement, ABS 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 ABS processes personal data can be found in the Privacy- and Cookie Statement. This Privacy- and Cookie Statement forms an integral part of the Agreement.
13.2 If ABS believes that it should be regarded as processor within the meaning of the GDPR, the Client will, at ABS’ first request and addition to the provisions of this article, enter into and sign a writing data processing agreement with ABS, in accordance with the model to be supplied by ABS.
13.3 The Client indemnifies ABS 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.
14.1 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. ABS 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.
15.1 The Agreement between ABS and the Client are governed by Dutch law.
15.2 All disputes between ABS 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, ABS 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, March 2024