General Terms and Conditions

General Terms and Conditions

General Terms and Conditions of Acady B.V.

Private Limited Company registered with the Chamber of Commerce under number 90354435 and located at Biltseweg 44, 3735ME Bosch en Duin, The Netherlands.

Article 1 Definitions

In these general terms and conditions, the following terms are used in the meanings given below, unless explicitly stated otherwise.
Offer: any proposal or quotation to the Client for the provision of Services by Acady.
Participant: the Client’s child who actually participates in the (tutoring) lessons, or the Client themselves if the Client is of legal age.
Services: the Services offered by Acady include facilitating the (self-)development of (international) children and students throughout their educational journey from primary school to higher vocational education and/or university through tutoring, courses, and mentorship, as well as supporting parents and/or guardians of these children.
Client: the natural person who actually participates in the (tutoring) lessons or the parent(s) or guardians of the Participants who enter into the Agreement with Acady.
Agreement: every Agreement and other obligations between the Client and Acady, as well as proposals from Acady for Services provided to the Client and accepted and executed by Acady, forming an inseparable whole with these general terms and conditions.
Acady: the service provider offering Services to the Client.

Article 2 Applicability

These general terms and conditions apply to every Offer from Acady, every Agreement between Acady and the Client, and every service offered by Acady.
Before an Agreement is concluded, the Client will be provided with these general terms and conditions. If this is not reasonably possible, Acady will indicate how the Client can review the general terms and conditions.
Deviation from these general terms and conditions is not possible. In exceptional situations, deviations can be agreed upon, provided they are explicitly and in writing agreed with Acady.
These general terms and conditions also apply to additional, amended, and follow-up assignments from the Client.
If one or more provisions of these general terms and conditions are partially or entirely void or annulled, the remaining provisions remain in effect, and the void/annulled provision(s) will be replaced by a provision with the same intent as the original.
Ambiguities about the content, interpretation, or situations not regulated in these general terms and conditions should be assessed and explained in the spirit of these terms.
The applicability of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.
References in these general terms and conditions to “she/her” should also be understood as references to “he/him/his,” where applicable.
If Acady has not always demanded strict compliance with these general terms and conditions, it does not mean that Acady loses the right to demand full or partial compliance with these terms in the future.

Article 3 The Offer

All offers made by Acady are non-binding unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly mentioned in the Offer.
Acady is only bound by an Offer if it is confirmed in writing by the Client within 7 (calendar) days. Nevertheless, Acady reserves the right to refuse an Agreement with a (potential) Client for a reason justified by Acady.
The Offer contains a description of the Services offered. The description is sufficiently detailed to allow the Client to make a proper assessment of the Offer. Any data in the Offer are indicative and cannot be grounds for any compensation or dissolution of the Agreement.
Offers or quotations do not automatically apply to future assignments.
Delivery times in Acady’s Offer are indicative and do not entitle the Client to dissolution or compensation if exceeded, unless explicitly agreed otherwise.

Article 4 Conclusion of the Agreement

The Agreement is concluded when the Client has accepted an Offer or Agreement from Acady and has signed a copy with a valid digital mandate (eSignature), or returns the signed agreement to Acady (scanned or original), or gives explicit and unambiguous approval of the Offer via email.
Acady is not bound by an Offer if the Client could reasonably have expected or should have understood that the Offer contains an obvious mistake or clerical error. The Client cannot derive any rights from such a mistake or error.
If the Client cancels an already confirmed assignment, the costs actually incurred (including time spent) will be charged to the Client.
Every Agreement entered into with Acady or project assigned by the Client to Acady rests with the company and not with an individual person associated with Acady.
The Client has the legal right to withdraw within 14 days, unless Acady has already commenced the Services with the Client’s consent. By giving this consent, the Client waives their right of withdrawal.
If the Agreement is entered into by multiple Clients, each Client is individually and jointly liable for fulfilling all obligations arising from the Agreement.

Article 5 Duration of the Agreement

The Agreement is entered into for a definite period unless the content, nature, or scope of the assignment implies it is for an indefinite period. The duration of the assignment also depends on external factors, including but not limited to the quality and timely delivery of information that Acady obtains from the Client.
Both the Client and Acady can dissolve the Agreement due to an attributable failure in the performance if the other party is given written notice of default and a reasonable period to fulfill their obligations, and they still fail to do so properly. This includes the Client’s payment and cooperation obligations.
Dissolution of the Agreement does not affect the Client’s payment obligations for work already performed or services delivered by Acady. The Client must pay the agreed compensation.
Parties can terminate the Agreement via email or registered mail, observing a notice period of 4 weeks.
In the event of premature termination of the Agreement, the Client owes the costs actually incurred up to that point by Acady at the agreed (hourly) rate. Acady’s time registration is leading in this.
Both the Client and Acady can terminate the Agreement in writing, in whole or in part, with immediate effect without further notice of default if one of the parties is granted a suspension of payments, bankruptcy is filed, or the relevant company ends through liquidation. In such cases, Acady is never obliged to refund already received funds and/or provide compensation.
Purchased tutoring hours, packages, and/or credits can be used up to 12 months from the date of purchase. After this period, unused hours or credits will expire unless otherwise agreed in writing.

Article 6 Execution of the Services

Acady will strive to execute the agreed service with the greatest possible care as may be expected from a good service provider. Acady ensures professional and independent service provision. All Services are performed based on a best-efforts obligation.
The Agreement under which Acady performs the Services is leading for the scope and extent of the service provision. The Agreement will only be executed for the benefit of the Client. Third parties cannot derive any rights from the content of the Services performed in connection with the Agreement.
The information and data provided by the Client form the basis on which the Services offered by Acady and the prices are based. Acady has the right to adjust its services and prices if the provided information turns out to be incorrect and/or incomplete.
During the execution of the Services, Acady is not obliged or bound to follow the Client’s instructions if they change the content or scope of the agreed Services. If the instructions result in additional work for Acady, the Client is obliged to reimburse the additional costs based on a new quotation.
Acady is entitled to engage third parties at its own discretion for the execution of the Services.
Acady is entitled to execute the Agreement in phases during its term.
If the nature and duration of the assignment require it, Acady will keep the Client informed of progress via the agreed method. If the Agreement is executed in phases, Acady reserves the right to suspend further work until the Client has given any required approval.
The execution of the Services is based on the information provided by the Client. If the information needs to be changed, this may affect any established schedule. Acady is never liable for adjusting the schedule. If the start, progress, or delivery of the Services is delayed because the Client has not provided all requested information timely or in the desired format, does not provide sufficient cooperation, any advance payment is not received timely by Acady, or due to other circumstances at the Client’s expense and risk, Acady has the right to a reasonable extension of the delivery period. All damage and additional costs resulting from delays due to such causes are at the Client’s expense and risk.

Article 7 Obligations of the Client

The Client is obliged to provide all information requested by Acady, as well as relevant attachments and related information and data, timely and/or before the start of the work and in the desired form for a proper and efficient execution of the Agreement. Failure to do so may result in Acady being unable to fully execute and/or deliver the relevant documents. The consequences of such a situation are always at the Client’s expense and risk.
Acady is not obliged to verify the accuracy and/or completeness of the information provided or to update the Client regarding information that has changed over time, nor is Acady responsible for the accuracy and completeness of information compiled by Acady for third parties and/or provided to third parties in the context of the Agreement.
Acady may, if necessary for the execution of the Agreement, request additional information. Failure to provide this allows Acady to suspend its work until the information is received, without being liable for any compensation to the Client. In case of changed circumstances, the Client must immediately, or at least within 3 working days after becoming aware, notify Acady.
The Participant is obliged to appear timely and prepared for appointments to ensure proper execution of the Agreement.

Article 8 Advice

If commissioned, Acady may prepare advice, a plan of approach, design, report, schedule, and/or documentation for the Services. The content is non-binding and only advisory, but Acady will observe its duty of care. The Client decides independently and under their own responsibility whether to follow the advice.
The advice provided by Acady, in any form, cannot be considered binding.
The Client is obliged, at Acady’s first request, to assess proposals provided. If Acady is delayed because the Client does not assess a proposal timely or at all, the Client is always responsible for the consequences, such as delays.
The nature of the Services means that results are always dependent on external factors that may influence Acady’s reports and advice, such as the quality, correctness, and timely provision of required information and data from the Client and their employees. The Client guarantees the quality and timely and correct provision of required data and information.
The Client will inform Acady in writing before the start of the work of all circumstances that are or may be relevant, including any points and priorities the Client wishes to emphasize.

Article 9 Tutoring & Acady Mentor

Lessons take place at the Client’s and/or Participant’s location or online via video meeting software, unless explicitly agreed otherwise. The Client is obliged to provide the required facilities for the (tutoring) lesson timely, including but not limited to a workspace, desk, writing materials, etc. If a lesson cannot take place or is delayed because the Client did not fulfill this obligation, all consequences are at the Client’s expense and risk. Acady is also entitled to give instructions regarding the suitability of the location and available facilities before the lesson starts.
The content of the lessons offered by Acady and the advice provided during the lessons are non-binding and only advisory, but Acady will observe its duty of care. The lesson is, as far as possible, tailored to the Client’s wishes and the needs of the Participant.
The Client will inform Acady in writing before the start of the lesson of all circumstances that are or may be relevant, including any points and priorities the Client or Participant wishes to emphasize.
Acady is entitled to cancel the lesson or reschedule it to another date in case of force majeure and/or illness. The Client, Participant, and Acady will consult on this.
The Participant and/or Client can cancel a confirmed lesson free of charge up to 6 hours before the scheduled time. If the Participant cancels within 6 hours before the lesson starts, the costs of the lesson will be charged to the Client.

Article 10 Additional Work and Changes

If during the execution of the Agreement it appears that it needs to be adjusted, or at the Client’s request additional work is needed to achieve the desired result, the Client is obliged to reimburse these additional activities at the agreed rate. Acady is not obliged to comply with such a request and may require a separate Agreement and/or refer to a competent third party.
If the additional work results from negligence by Acady, an incorrect estimate, or if the work could have been reasonably foreseen, these costs will not be charged to the Client.

Article 11 Prices and Payment

Acady may offer the Client, depending on the desired service, a free trial lesson. Acady will specifically communicate this and may charge any travel expenses. The Client is not entitled to a free trial lesson unless Acady has explicitly communicated this in advance.
One-time tutoring packages must be paid in full before the start of the activities unless explicitly agreed otherwise. A tutoring contract/trajectory for a definite or indefinite period is invoiced 4 weeks in advance. Services can only start once the first payment has been received by Acady.
Subsequent payments for the tutoring contract/trajectory/agreement occur every 4 weeks. The first subsequent payment occurs 3 weeks after the start of the tutoring, then every 5 weeks. Payment is made via SEPA Direct Debit, Credit Card, PayPal, an iDeal payment link, or another agreed payment method. Acady decides, after consultation with the client, how subsequent payments should be made. The Client and/or Participant must make the subsequent payment according to the 4-week cycle no later than 7 days after the invoice date. If subsequent payments are not received timely, Acady may decide to temporarily suspend services until the Client makes the payment.
The Christmas and summer holidays are not automatically invoiced in the 4-week cycle that otherwise applies. The Client then has the option to request via email, before the start of these holidays, to pause tutoring until the holiday is over and school lessons resume. At the Client’s request, tutoring can often still be provided during this period.
All prices are initially inclusive of turnover tax (VAT) if applicable, unless agreed otherwise.
Travel time for the Client’s benefit and travel-related costs are charged to the Client.
If a dispute arises between parties about the number of hours spent and/or charged, Acady’s time registration is binding unless the Client can provide convincing counter-evidence.
The Client is obliged to fully reimburse the costs of third parties deployed by Acady after the Client’s approval, unless explicitly agreed otherwise.
Parties may agree that the Client must pay an advance, on top of the 4-week cycle in a tutoring contract/trajectory/agreement. If an advance is agreed upon, the Client must pay it before services commence.
The Client cannot derive any rights or expectations from a previously provided budget unless explicitly agreed otherwise.
Acady is entitled to increase the applicable prices and rates annually according to inflation rates. This inflation increase does not require the Client’s explicit consent. Other price changes during the agreement are only possible if explicitly and in writing recorded in the agreement. Acady also has the right to communicate a price increase with a notice period of at least 30 days, but it only takes effect after the Client’s explicit written consent. If the Client does not agree with the proposed price increase, both parties have the right to terminate the agreement, observing the agreed notice period; if no specific term is agreed, a standard term of four weeks applies.
The Client must pay these costs in one payment, without settlement or suspension, within the specified payment term as stated on the invoice, to the account number and details provided by Acady.
In case of liquidation, insolvency, bankruptcy, involuntary liquidation, and admission to the Debt Restructuring Natural Persons Act (Wsnp) or a payment request against the Client, the payment and all other obligations of the Client under the Agreement become immediately due and payable.

Article 12 Collection Policy

When the Client fails to meet their payment obligation and has not fulfilled it within the set payment term, the Client is legally in default. The Client will first receive a written reminder with a term of 14 days after the date of the reminder to still fulfill the payment obligation, including a statement of extrajudicial costs if the Client does not fulfill their obligations within that term, before being in default.
From the date the Client is in default, Acady is entitled, without further notice, to the statutory commercial interest from the first day of default until full payment, and compensation for extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, calculated according to the scale from the Decree on compensation for extrajudicial collection costs of July 1, 2012.
If Acady has incurred more or higher costs that are reasonably necessary, these costs are eligible for compensation. All judicial and execution costs incurred are also at the Client’s expense.

Article 13 Privacy, Data Processing, and Security

Acady handles the (personal) data of the Client and/or Participants carefully and will only use them according to applicable standards. If requested, Acady will inform the concerned party.
The Client is responsible for processing data using Acady’s service. The Client also ensures that the content of the data is not unlawful and does not infringe any third-party rights. In this context, the Client indemnifies Acady against any (legal) claim related to these data or the execution of the Agreement.
If Acady must provide information security under the Agreement, this security will meet the agreed specifications and a security level that is not unreasonable, considering the state of technology, data sensitivity, and associated costs.

Article 14 Suspension and Dissolution

Acady has the right to retain received or created data, databases, and more if the Client has not yet (fully) fulfilled their payment obligations. This right remains unaffected if a justified reason arises for Acady to suspend.
Acady is authorized to suspend its obligations as soon as the Client is in default in fulfilling any obligation under the Agreement, including late payment of invoices. The suspension will be immediately confirmed in writing to the Client.
In such cases, Acady is not liable for damage, from any cause, resulting from the suspension of its work.
The suspension (and/or dissolution) does not affect the Client’s payment obligations for work already performed. Moreover, the Client is obliged to compensate Acady for any financial loss suffered due to the Client’s default.

Article 15 Force Majeure

Acady is not liable if it cannot fulfill its obligations under the Agreement due to a force majeure situation.
Force majeure on Acady’s part includes, but is not limited to: (i) force majeure of Acady’s suppliers, (ii) failure to properly fulfill obligations by suppliers prescribed or recommended to Acady by the Client or their third parties, (iii) defects in software or third parties involved in service execution, (iv) government measures, (v) power, internet, data network, and/or telecommunication failures, (vi) illness of Acady’s employees or engaged third parties and advisors, and (vii) other situations beyond Acady’s control that temporarily or permanently prevent fulfilling its obligations.
In case of force majeure lasting longer than two months, the Client has the right to dissolve the Agreement in whole or in part. All costs incurred before dissolution will be paid by the Client. Acady is not obliged to compensate the Client for any losses caused by such termination.

Article 16 Limitation of Liability

In case of an attributable failure by Acady, Acady is only obliged to pay compensation if the Client has given written notice of default within 14 days after discovering the failure, and Acady has failed to remedy this within a reasonable period. The notice must be submitted in writing and contain a precise description/substantiation of the failure, allowing Acady to respond adequately.
If Acady’s services lead to liability, that liability is limited to the total amount invoiced under the Agreement, but only regarding the direct damage suffered by the Client unless the damage results from intent or recklessness bordering on intent by Acady. Direct damage includes reasonable costs incurred to limit or prevent direct damage, determining the damage cause, direct damage, liability, and repair method.
Acady expressly excludes all liability for consequential damage. Acady is not liable for indirect damage, business damage, loss of profit, missed savings, business interruption damage, asset losses, delay damage, interest damage, and immaterial damage.
Any advice provided by Acady based on incomplete and/or incorrect information from the Client is never a ground for Acady’s liability.
The content of Acady’s advice is non-binding and only advisory. The Client and/or Participant decides independently and under their own responsibility whether to follow Acady’s proposals and advice. All consequences of following the advice are at the Client’s expense and risk. The Client is always free to make choices that deviate from Acady’s (provided) advice. Acady is not obliged to any form of restitution in such cases.
If a third party is engaged by or on behalf of the Client, Acady is never liable for the actions and advice of the third party, as well as processing results (from provided advice) of the third party in Acady’s own advice.
Acady does not guarantee correct and complete transmission of content of emails sent by or on behalf of Acady, nor timely receipt thereof.
All claims by the Client due to shortcomings by Acady lapse if not reported in writing and motivated to Acady within one year after the Client was or reasonably could have been aware of the facts on which the claims are based. One year after the Agreement’s termination, Acady’s liability lapses.

Article 17 Confidentiality

Acady and the Client commit to confidentiality of all confidential information obtained during an assignment. Confidentiality arises from the assignment and should be assumed if one can reasonably expect the information is confidential. Confidentiality does not apply if the information is already public, not confidential, was not provided to Acady by the Client during the Agreement, or was obtained by Acady in another way.
Confidentiality particularly applies to advice, reports, designs, methods, and documentation prepared by Acady regarding the Client’s assignment. The Client is expressly prohibited from sharing the content with unauthorized employees or third parties. Acady exercises due care in handling all business-sensitive information provided by the Client.
If Acady is obliged by law or court order to provide confidential information to designated third parties and cannot invoke a right to refuse, Acady is not obliged to compensation, nor does it give the Client grounds to dissolve the Agreement.
Written permission from Acady is required for transferring or disseminating information to third parties and/or publishing statements, advice, or productions provided by Acady to third parties, unless such permission was explicitly agreed upon in advance. The Client will indemnify Acady against all claims from such third parties resulting from reliance on information disseminated without Acady’s written permission.
Acady and the Client also impose the confidentiality obligation on any engaged third parties.

Article 18 Intellectual Property Rights

All intellectual property rights and copyrights of Acady, including but not limited to all reports and advice, rest exclusively with Acady and are not transferred to the Client unless explicitly agreed otherwise.
If it is agreed that one or more of the aforementioned items or works of Acady are transferred to the Client, Acady is entitled to conclude a separate Agreement and demand appropriate financial compensation from the Client. Such compensation must be paid before the Client obtains the items or works with the associated intellectual property rights.
Parties will inform each other and take joint measures if an infringement of intellectual property rights occurs.

Article 19 Indemnification and Accuracy of Information

The Client is responsible for the accuracy, reliability, and completeness of all data, information, documents, and records, in any form, provided to Acady under an Agreement, as well as data obtained from third parties and provided to Acady for executing the Services.
The Client indemnifies Acady from any liability due to not or not timely fulfilling obligations regarding timely provision of all correct, reliable, and complete data, information, documents, and records.
The Client indemnifies Acady for all claims from the Client and engaged third parties or those working under them, as well as the Client’s customers, based on not (timely) obtaining any subsidies and/or permissions required for executing the Agreement.
The Client indemnifies Acady for all third-party claims arising from work performed on behalf of the Client, including but not limited to intellectual property rights on data and information provided by the Client used in executing the Agreement and/or the Client’s actions or omissions towards third parties.
If the Client provides electronic files, software, or data carriers to Acady, the Client guarantees they are free of viruses and defects.

Article 20 Complaints

If the Client is dissatisfied with Acady’s service or has complaints about executing their assignment, they are obliged to report these as soon as possible, but no later than 7 calendar days after the reason leading to the complaint. Complaints can be reported orally or in writing via info@acady.nl with the subject “Complaint.”
The complaint must be sufficiently substantiated and/or explained by the Client for Acady to handle it.
Acady will respond substantively to the complaint as soon as possible, but no later than 7 calendar days after receipt.
Parties will attempt to reach a solution together.

Article 21 Applicable Law

The legal relationship between Acady and the Client is governed by Dutch law.
Acady has the right to amend these general terms and conditions and will notify the Client accordingly.
All disputes arising from or in connection with the Agreement between Acady and the Client will be settled by the competent court of the Midden-Nederland district court, location Utrecht, unless mandatory legal provisions designate another competent court.

Governing Language
This translation of the terms and conditions is provided for the convenience of the Client. In the event of any discrepancies or conflicts between the Dutch version and this translation, the Dutch version shall prevail and be binding. The Dutch version can be found here.

Bosch en Duin, 03-10-2024