Terms & Conditions
These Terms & Conditions were last amended on 13 March 2023
Article 1 - Definitions
1.1 Contractor
The sole proprietorship Cycle Seeds established in (5111 HM) Baarle-Nassau at Gierlestraat 22a, registered with the Chamber of Commerce under number 59519916.
1.2 Client
The Consumer or Professional party who has concluded or wishes to conclude an Agreement with the Contractor or to whom the Contractor makes an offer or provides Service.
1.3 Participant
The natural person who participates in a guidance program, coaching program, certification program, training or course.
1.4 Agreement
The Agreement between the Contractor and the Client, including changes or additions.
1.5 Service(s)
The Services to be provided by the Contractor to the Client, including, but not limited to: a guidance process by means of coaching, training, course, or related activities, class, certification training, workshops, seminars, lectures, talks, courses, retreats. These services are provided both online and offline. The specific Services may be further specified in the Agreement.
1.6 Goods
The Goods to be delivered by the Contractor to the Client, including but not limited to: bags, herbal blends, books. The specific Goods may be specified in the Agreement.
1.7 Consumer
A natural person who does not act in the exercise of a profession or business.
1.8 Professional party
Client who is not a Consumer.
1.9 Distance contract
An Agreement between the Contractor and a Consumer in the context of the sale of Goods or Services at a distance.
1.10 Right of withdrawal
The possibility for the Consumer to cancel the Distance Agreement within the cooling-off period.
1.11 Conditions
These terms and conditions.
Article 2 - Applicability
2.1 These Terms and Conditions apply to the Agreement and to all (additional) quotations, offers and order confirmations from the Contractor and (follow-up) Agreements between the Contractor and the Client.
2.2 All articles from the Terms and Conditions apply to both the Consumer and the Professional Party, unless otherwise stipulated in the relevant article of the Terms and Conditions.
2.3 The Contractor, its employees, the management and all (legal) persons engaged by the Contractor for the execution of the Agreement can invoke these Terms and Conditions.
2.4 Any purchase terms or general terms and conditions of the Client do not apply.
2.5 If any provision of these Terms and Conditions proves null and void, voidable or otherwise invalid, this shall not affect the validity and applicability of the remaining provisions. The provision that should prove invalid converts into a provision that corresponds as much as possible to the meaning of the invalid provision.
2.6 Once these Terms and Conditions have been applicable between the Contractor and the Client, these Terms and Conditions apply to all Agreements concluded and to be concluded subsequently between the Client and the Contractor.
Article 3 - Quotations
3.1 All quotes and offers, hereinafter: “Quotations”, from the Contractor are without obligation.
3.2 A Quotation is valid for 14 days, unless a different acceptance period is stated in the Quotation. If the Client has not accepted the Offer within the applicable term, the offer will lapse.
3.3 The prices in the Quotations are exclusive of VAT, unless expressly stated otherwise.
3.4 A composite quotation does not oblige the Contractor to perform part of the agreement against a corresponding part of the quoted price.
Article 4 – Formation of the Agreement
4.1 The Agreement is concluded by the timely, written and integral acceptance of a Quotation by the Client. The Agreement can also be concluded by the written order confirmation by the Contractor of the (oral) order issued by the Client. In writing is also understood to mean by e-mail message or digital confirmation system.
4.2 The Client guarantees that all information provided to the Contractor that is relevant to the formation and performance of the Agreement is correct and complete. The Client indemnifies the Contractor against any third-party claims related to or resulting from the inaccuracy or incompleteness of information provided.
Article 5 – Duration and end of the Agreement
5.1 If the Agreement is entered into for a definite period of time or for a specific trajectory with a Professional party, it cannot be terminated prematurely. In that case, the Agreement ends after the specified time has elapsed or on the day of the final delivery of the project.
5.2 If the Agreement with a Consumer is entered into for a definite period of time or a specific trajectory, the Consumer can terminate the Agreement prematurely with due observance of a notice period of one month.
5.3 If the Agreement is entered into for an indefinite period, it can be terminated in writing by both parties with due observance of a notice period of one month, unless the parties have agreed otherwise.
5.4 If the Agreement is terminated prematurely by the Contractor, the Contractor will, in consultation with the Client, arrange for the transfer of work still to be performed to third parties, unless the termination can be attributed to the Client. If the transfer of the work entails costs for the Contractor, these will be charged to the Client.
5.5 In the event of liquidation, (application for) suspension of payment or bankruptcy, of attachment - if and insofar as the attachment has not been lifted within three months - at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client is no longer free to can dispose of its assets, the Contractor is free to terminate or dissolve the Agreement immediately and with immediate effect or to cancel the order or Agreement, without any obligation on its part to pay any compensation or compensation. In that case, the claims of the Contractor against the Client are immediately due and payable.
5.6 If the Client cancels (partially) a placed order, the costs and work already made and performed by the Contractor will be charged to the Client. The working time reserved for the Agreement will also be charged to the Client.
Article 6 – Cancellation conditions
6.1 Trainings will only take place if there are sufficient registrations. If there are more registrations than available places, the Contractor will maintain a waiting list in order of registration. Placement then takes place with priority at the next time of planning of the relevant training/course/supervision trajectory.
6.2 The Contractor reserves the right to cancel training courses without stating reasons and/or to refuse a Participant. The Contractor confirms this in writing and repays 100% of the amount paid by the Client for this training.
6.3 The Contractor has the right to change the date, time and/or location of the training. The client then has the right to cancel the training free of charge, unless the change is of minor significance.
6.4 If there is an Agreement in which digital content becomes available immediately after payment, and the Contractor has thus fulfilled its obligations almost completely, the Client is not entitled to a refund of the purchase price.
6.5 The Client owes 100% of the agreed principal sum if it does not use the agreed services of the Contractor, even without cancelling.
6.6 In serious cases (such as a death), participation in a program can be temporarily suspended in consultation and resumed a maximum of two months later. To this end, the Client must submit a written request with supporting documents to the Contractor. The Contractor reserves the right not to agree to this request.
Article 7 – Execution of the Agreement
7.1 The Contractor will perform the Agreement with the required attention, care and knowledge, to the best of its knowledge, ability and in accordance with the requirements of good workmanship. The Agreement leads to a best efforts obligation for the Contractor. The result of the Agreement partly depends on the involvement and commitment of the Participant (for example with regard to self-reflection, completing assignments, participating in training courses, showing up at appointments).
7.2 (The service of) the Contractor is not a (replacement of a) medical service. The contractor does not make diagnoses and does not prescribe medication. The service is intended to give the Participant insight into his own motives and choices. The Participant makes his own decisions based on this.
7.3 The Contractor may engage third parties for the performance of the Agreement.
7.4 Assignments given to persons employed by the Contractor are considered to have been given exclusively to the Contractor, even if it is the intention that an assignment will be carried out by a specific person. Sections 7:404 and 7:409 of the Dutch Civil Code, which provide a deviating regulation for this, are excluded. The effect of Article 7:407 paragraph 2 of the Dutch Civil Code, which establishes joint and several liability in the event that an assignment has been given to two or more persons, is also excluded.
7.5 The Client will ensure that all data which the Contractor indicates are necessary or which the Client should reasonably understand are necessary for the performance of the Agreement, are provided in a timely manner. If the information required for the implementation of the Agreement has not been provided in time, the Contractor has the right to suspend the implementation of the Agreement and/or to charge the additional costs resulting from the delay to the Client in accordance with the then customary rates.
7.6 If the work to be performed by the Contractor takes place at the Client, the Client will make available all facilities that are reasonably necessary for the performance of the Agreement.
7.7 If the Client fails to properly comply with its obligations towards the Contractor, the Client will be liable for all damage (direct or indirect) suffered by the Contractor as a result.
Article 8 – Terms and Force Majeure
8.1 If a period has been agreed or specified for the performance of certain activities or the assignment, this is never a strict deadline. If a term is exceeded, the Client must give the Contractor notice of default in writing, offering a reasonable term of at least one calendar month to still implement the Agreement.
8.2 If the Client cancels a scheduled appointment less than 48 hours before the appointment, as a result of which the Contractor can no longer reschedule the employees scheduled for this appointment elsewhere, the Client is obliged to reimburse the scheduled hours at the agreed or customary hourly rate. The costs of the third parties engaged for the thus canceled appointment are for the account of the Client.
8.3 In these Terms and Conditions, force majeure is understood to mean, in addition to what is understood in this regard by law and jurisprudence, all external causes at the Contractor or its suppliers, foreseen or unforeseen, including (long-term) illness, fire, loss of data, defects in third parties, lightning, fire or flood, over which the Contractor cannot exert any influence, but as a result of which the Contractor is unable to fulfill its obligations, including strikes in the company of the Contractor or third parties.
8.4 The Contractor can suspend its obligations under the Agreement during the period that force majeure applies.
8.5 The Contractor also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after the Contractor should have fulfilled its obligation.
8.6 If a period of force majeure has lasted longer than eight weeks, either party may dissolve this Agreement in writing without the Contractor being obliged to pay any compensation. What has already been performed by the Contractor will then be settled pro rata.
Article 9 – Prices
9.1 For the performance of the Agreement, the Client owes the Contractor's fee (hourly rate, fixed rate or package price). In addition, a kilometer allowance of € 0.19 excluding VAT is due for the kilometers driven by the Contractor in the context of the performance of the Agreement.
9.2 The Client does not owe any compensation for the travel time of the Contractor in connection with the performance of the Agreement, unless the parties agree otherwise.
9.3 All prices are exclusive of VAT and other government levies and exclusive of “out of pocket” costs to be incurred in the context of the agreement, such as (but not limited to) travel, accommodation, parking costs and costs of third parties engaged.
9.4 The Contractor is entitled at any time, both prior to and during the provision of services, to demand one or more deductible advances from the Client. In the absence of (timely) payment thereof, the Contractor is entitled, after prior notice, not to commence or to suspend or terminate its services.
Article 10 – Payments
10.1 A Consumer will be charged the rate in advance by means of an invoice by e-mail or via an electronic payment service, such as (but not limited to) iDeal, Bancontact, Credit Card and Paypal. Payment must be made within 24 hours of the invoice date. This is a deadline. After receipt of the agreed payment, the Contractor will commence the work.
10.2 With a Professional party, the rate is charged by means of an invoice by e-mail. Payment of the invoice must be made within 14 days of the invoice date. This is a deadline. After the expiry of this period, the Client is automatically in default without a notice of default being required.
10.3 The Client who is a Professional party is never authorized to suspend the payment obligation or to set off against alleged claims against the Contractor.
10.4 If the Client is a Consumer and it does not pay the invoice on time, the Client will owe statutory interest to the Contractor. The statutory interest on the due and payable amount is calculated from the moment that the Client is in default until the moment of payment of the full amount due.
10.5 If the Client is a Professional party and it does not pay its invoice on time, the Client will owe the statutory commercial interest. The statutory commercial interest on the due and payable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
10.6 Payments by the Client are first allocated to the outstanding interest and costs and then to the outstanding invoices in order of seniority.
10.7 If the Client is in default, the Contractor is authorized to suspend its obligations under the Agreement.
10.8 If the Contractor is forced to take (legal) measures to enforce payment, the following costs will be borne by the Client:
i. Is the Client a Consumer? In that case, the Client is obliged to pay the Contractor the extrajudicial costs in accordance with the scale of extrajudicial costs (BIK), which can be found at www.rechtspraak.nl
ii. Is the Client a Professional party? In that case, the Client is obliged to reimburse the Contractor for all costs actually incurred for legal assistance, both judicially and extrajudicially, or at least the extrajudicial costs in accordance with the scale of extrajudicial collection costs (BIK), which can be found on www.rechtspraak.nl, with a minimum of 15% of the principal sum and in all cases at a minimum
€300.00 (in words: three hundred euros).
Article 11 – Consumer Duty to Complain
11.1 This article only applies if the Client is a Consumer.
11.2 The Goods and/or Services must comply with the Agreement. Complaints about Goods must be reported in writing by the Client to the Contractor as soon as possible, but no later than within two calendar months after discovery of the defective performance. Complaints about Services must be reported to the Contractor in writing by the Client as soon as possible, but no later than seven days after discovery of the defective performance. Complaints must be reported by e-mail (info@cycleseeds.com). The complaints must be described in as much detail as possible so that the Contractor is able to respond adequately.
11.3 Is the complaint well-founded? Then the Contractor will provide a suitable solution within a reasonable period of time, unless this cannot reasonably be expected of the Contractor in view of the circumstances.
11.4 If the Contractor does not report a complaint in time, the Client will no longer be entitled to repair, replacement or compensation.
Article 12 – Complaint Obligation Professional Party
12.1 This article only applies if the Client is a Professional party.
12.2 The Client must examine all Goods and/or Services at the time of delivery of the Goods and/or Services and assess whether the Goods and/or Services comply with the Agreement.
12.3 If there are visible defects in the Goods and/or Services delivered by the Contractor, the Client must report this in writing to the Contractor in as much detail as possible, within three days after the delivery of the Goods and/or Services. Any non-visible defects must be reported by the Client in writing to the Contractor in as much detail as possible, immediately, but in any event no later than within three days after discovery thereof.
12.4 If the Client does not report a complaint in time as referred to in paragraph 3 of this article, the Client will no longer be entitled to repair, replacement or compensation.
12.5 If it appears that complaints as referred to in paragraph 3 of this article are unfounded, the research costs incurred by the Contractor in this respect will be borne by the Client.
Article 13 – Right of Withdrawal Consumer
13.1 This article only applies if the Client is a Consumer.
13.2 The Consumer can revoke a Distance Agreement in accordance with Article 6:230o of the Dutch Civil Code during a cooling-off period of fourteen days without giving reasons.
13.3 The possibility of revocation referred to in paragraph 2 does not apply if there is digital content that has not been supplied on a material carrier and the fulfillment has started with the explicit consent of the Consumer and the Consumer has stated that he thereby waives his right of dissolution.
13.4 The cooling-off period referred to in paragraph 2 commences on the day after the Consumer, or a third party designated in advance by the Consumer, who is not a carrier, has received the Good.
13.5 During the cooling-off period, the Consumer will treat the Good and the packaging with care. He will only unpack or use the Good to the extent necessary to establish the nature, characteristics and functioning of the Good. The Consumer may only handle and inspect the Good as he would in a shop.
13.6 The Consumer is liable for the reduction in value of the Good that is the result of handling the Good that goes further than described in paragraph 4.
Article 14 – Exercising Consumer Right of Withdrawal
14.1 This article only applies if the Client is a Consumer.
14.2 If the Consumer makes use of his Right of Withdrawal, he will report this to the Contractor within the cooling-off period as described in Article 13.2 by means of the model form for withdrawal or in another unambiguous manner.
14.3 As soon as possible, but within 14 days from the day following the notification referred to in paragraph 2, the Consumer shall return the Good to the Contractor. The Consumer has observed the return period if he returns the Good before the cooling-off period has expired.
14.4 The Consumer returns the Good with all accessories supplied, in its original condition and packaging and in accordance with the instructions provided by the Contractor.
14.5 The Consumer bears the costs of returning the Good.
14.6 If the Consumer makes use of his Right of Withdrawal, all additional Agreements will be dissolved by operation of law.
14.7 The Contractor pays the purchase price of the Good within 14 days following the day on which the Consumer reports the withdrawal. The Contractor is entitled to wait with repayment until it has received the Good.
Article 15 – Intellectual Property Rights
15.1 The Contractor or a third party engaged by the Contractor is and remains the rightful owner of all existing intellectual property rights such as copyrights, etc. and of all intellectual property rights that arise in the context of the performance of the Agreement, such as, but not limited to, audio and video material, training- and exercise material, (work)books, worksheets, methods, tests, computer programs, models, intake forms from the Contractor or a third party, unless stipulated otherwise in these Terms and Conditions or in the Agreement.
15.2 Other than within the framework of the Agreement, the Client may not use the intellectual property rights of the Contractor and/or make changes thereto.
15.3 The Contractor has the right to use the knowledge it has gained as a result of the Agreement for other purposes as well. Of course, strictly confidential information of the Client will not be disclosed to third parties.
Article 16 – Liability
16.1 Any liability of the Contractor is limited to the amount paid out by its insurer in that specific case.
16.2 If the insurer does not provide cover, any liability on the part of the Contractor is limited to a maximum of the invoice value of the part of the assignment sum for which the Contractor is liable or – in the case of a continuing performance contract – a maximum of the invoice amount due and paid over the last six months. In all cases, the liability is limited to an amount of € 5,000.00 (in words: five thousand euros).
16.3 The Contractor is not liable for indirect damage. Indirect damage includes, but is not limited to, lost profit, loss of goodwill, reputation, lost savings and damage due to business interruption.
16.4 Contrary to the statutory limitation periods, the limitation period for claims and defenses against the Contractor is one year. Under penalty of forfeiture, a compensation claim must be brought before the competent court within a period of one year after the Client is or should be aware of the damage and suspects or may suspect that the Contractor could be liable for it.
16.5 The Contractor is not liable for damage of any nature whatsoever because the Contractor relied on incorrect and/or incomplete information provided by the Client.
16.6 The Contractor is not liable for shortcomings of the third parties engaged by it in the performance of the Agreement, except in the event of intent or gross negligence on the part of the Contractor.
16.7 The limitations of liability do not apply if the damage is due to intent or willful recklessness on the part of the Contractor or its managerial subordinates.
Article 17 – Indemnification
17.1 The Client indemnifies the Contractor against claims in connection with the performance of the Agreement that cannot be attributed to the Contractor. All costs and damage on the part of the Contractor in connection with such a claim are for the account and risk of the Client.
Article 18 – Confidentiality
18.1 The parties will observe confidentiality with regard to confidential and/or (business) sensitive information provided by the other party. This obligation continues after the Agreement has expired. Conversations, sessions and other contacts in any form whatsoever between the Contractor and the Participant are also regarded as strictly confidential. The Contractor will not disclose this to others, including the Client.
18.2 The parties shall not disclose any confidential and/or commercially sensitive information without the prior written consent of the other party.
18.3 The parties will take all necessary measures to ensure confidentiality of the information. In accordance with the applicable laws and regulations, they will take, maintain and, if necessary, adjust such technical and organizational measures that the information is appropriately protected against loss, unlawful processing or unauthorized access.
18.4 The parties will ensure that personnel and auxiliary persons or third parties engaged are bound to secrecy and confidentiality to the same extent as they are. If necessary, this will be agreed with them in writing.
18.5 The Client and/or the Participant are not permitted to take photos, sound or film recordings of any course, training or coaching session.
Article 19 – Amendment of Agreement or Conditions
19.1 Changes to the Agreement are only valid insofar as they have been expressly agreed in writing between the Parties.
19.2 The Contractor is entitled to unilaterally change the content of these Conditions in the interim. In the event that the Contractor proceeds to do so, it will inform the Client of this while simultaneously sending the amended Terms and Conditions.
19.3 For the Consumer, if the content of the Terms and Conditions is substantially changed, he has the option of dissolving the agreement.
Article 20 – Applicable Law, Competent Court
20.1 Agreements between the Contractor and the Client are exclusively governed by Dutch law, even if (part of) the agreement is wholly or partially executed abroad or if the Client is domiciled abroad.
20.2 The court where the Contractor has its registered office has exclusive jurisdiction to take cognizance of disputes arising from or related to agreements between the Contractor and the Client.