Terms and conditions

Article 1 – Definitions and applicability

1. In these general terms and conditions, the following definitions apply:a. Symbol: Symbol B.V.;
   b. client: the person or organisation that enters into an agreement with Symbol;
   c. participant: the person participating in a training course, education, exam, coaching trajectory or digital learning environment;
   d. agreement: every arrangement between Symbol and the client regarding the delivery of services or materials;
   e. open training: a training course for which participants can register individually;
   f. business services: including in-company training, coaching, consultancy and project-based support;
   g. digital service: including e-learning, an online module, digital content or access to an LMS.
2. These general terms and conditions apply to all offers and agreements of Symbol.
3. If a participant is not the client themselves, the client remains responsible for payment and for informing the participant about the applicable arrangements.
4. Purchasing conditions or other conditions of the client only apply if Symbol has expressly agreed to them in writing.
5. In the event of a conflict, the agreement or order confirmation shall prevail first, followed by the quotation and then these general terms and conditions.
6. If the client is a consumer, statutory consumer rights always remain applicable. Provisions intended only for business clients do not apply in that case to the extent that this is not legally permitted.

Article 2 – Offers and formation of the agreement

1. Offers from Symbol are without obligation, unless a validity period is stated therein.
2. The components of an offer are interrelated and cannot be accepted separately, unless Symbol agrees to this.
3. An agreement can be formed, among other ways, by:a. signing a quotation or order confirmation;
   b. a confirmatory email from the client;
   c. an online registration or electronic acceptance;
   d. a verbal agreement confirmed by Symbol in writing or by email;
   e. the commencement of work at the request of the client.
4. In the case of an online registration, the registration confirmation serves as confirmation of the agreement.
5. The person who places an order on behalf of an organisation declares that they are authorised to represent that organisation.
6. Changes to the agreement can be agreed in writing, by email or in demonstrable verbal consultation.

Article 3 – Execution, cooperation, changes and additional work

1. Symbol executes the agreement carefully, expertly and according to professional insight. Symbol has a best-efforts obligation and not an obligation to achieve a specific result. Results are partly dependent on the commitment of the client and participants, the implementation of advice and circumstances beyond Symbol’s influence. Objectives, expectations, calculations and forecasts are therefore not guarantees, unless Symbol has expressly guaranteed a concrete result in writing.
2. Symbol determines how and by whom the work is carried out. Symbol may deploy employees and suitable third parties for this purpose.
3. The client shall provide all information, documents, access, facilities and cooperation necessary for proper execution in a timely manner. The client warrants the accuracy and completeness thereof.
4. If the client does not cooperate in a timely or sufficient manner, Symbol may:a. adjust the planning;
   b. suspend the work;
   c. charge for extra time and costs incurred.
5. If circumstances, wishes or insights change during execution, the parties will consult on the consequences for the work, planning and price.
6. Symbol may charge for additional work if this:a. has been discussed with the client in writing or verbally;
   b. arises from additional or changed wishes;
   c. is necessary due to incorrect, incomplete or subsequently changed information;
   d. is reasonably necessary to properly execute the assignment;
   e. has been accepted by the client by allowing the work to be carried out.
7. Symbol will inform the client in advance of the financial consequences of additional work where reasonably possible. The absence of a signed additional work order does not mean that demonstrably executed and reasonable additional work is free of charge.

Article 4 – Prices, invoicing and payment

1. Quotations state both the price excluding VAT and the price including VAT.
2. Unless otherwise agreed, travel, accommodation, location, material and other project-related costs are not included in the price. Symbol states known additional costs in the quotation or order confirmation.
3. Invoicing takes place as stated in the quotation or agreement. If nothing has been agreed on this, Symbol may invoice periodically or after execution of the work.
4. Invoices must be paid within 30 days of the invoice date.
5. A business client may not offset, suspend or reduce a payment without the written consent of Symbol, unless the law imperatively permits this.
6. If a business client does not pay on time, they are in default from the due date without further notice of default. Symbol may then charge the statutory commercial interest and reasonable judicial and extrajudicial collection costs.
7. In the case of a consumer, Symbol applies the legally required payment reminder, statutory interest and statutory collection costs.
8. In the event of a payment arrears, Symbol may suspend execution and access to services or digital environments not yet delivered. The payment obligation remains in force.
9. If statutory taxes or levies change after the conclusion of the agreement, Symbol may pass on these changes.

Article 5 – Open training courses and education

1. A registration applies to the training, date and participant stated in the confirmation.
2. For cancellation by the client or participant, after the expiry of any statutory right of withdrawal, the following costs apply:a. more than two calendar months before commencement: 30% of the agreed price;
   b. from two calendar months to one calendar month before commencement: 50%;
   c. from one calendar month to fourteen calendar days before commencement: 70%;
   d. less than fourteen calendar days before commencement: 100%;
   e. after commencement, in the event of interim termination or absence: 100%.
3. Costs of material not yet delivered will be deducted from the cancellation costs if these are separately included in the price and Symbol has not incurred these costs.
4. Cancellation must take place in writing or by email. The date on which Symbol receives the cancellation determines which percentage applies. Symbol confirms the cancellation.
5. After consultation with Symbol, another participant may take the place, provided they meet the admission requirements. Symbol may charge reasonable administration and material costs for this.
6. Rescheduling to another session is only possible with the consent of Symbol. Symbol may attach conditions and reasonable costs to this.
7. Missing a training day does not automatically entitle the participant to a catch-up day, price reduction or refund. If participation in another session is possible, Symbol may charge administration, location and material costs for this.
8. In the event of insufficient participants or other compelling circumstances, Symbol may:a. reschedule a training course;
   b. deploy another suitable trainer;
   c. change the location;
   d. adjust the form of execution after consultation;
   e. cancel the training course.
9. In the event of rescheduling by Symbol, the participant can participate on the new date or, if that date is not reasonably suitable, switch to another session free of charge. If Symbol definitively cancels the training course and does not provide a suitable alternative, the payment obligation for the part not delivered lapses.
10. A consumer who concludes the agreement at a distance has the statutory right of withdrawal to the extent that this is applicable. If the training course begins at the express request within the cooling-off period, Symbol may charge for the part already executed in the event of withdrawal.

Article 6 – In-company training, coaching and consultancy

1. The content, planning, deployment and intended results of business services are laid down in the quotation, order confirmation or a jointly coordinated plan.
2. The client shall ensure suitable rooms, facilities, participants, employees, information and access to systems or locations necessary for execution in a timely manner.
3. The client can cancel or reschedule planned work free of charge up to more than 30 calendar days before the agreed date.
4. In the event of cancellation or rescheduling thereafter, the following costs apply:a. 15 to 30 calendar days before the agreed date: 50% of the planned fee;
   b. 8 to 14 calendar days before the agreed date: 75%;
   c. 7 calendar days or less before the agreed date: 100%.
5. In addition, Symbol may charge for demonstrable, already incurred and unavoidable external costs.
6. If an assignment consists of several planned days or components, the cancellation costs only apply to the days or components that are cancelled or rescheduled.
7. Symbol may replace a trainer, coach or consultant with someone with appropriate knowledge and experience.
8. Advice, analyses and support from Symbol are based on the available information and circumstances. The client remains responsible for their own decisions, implementation and business results.

Article 7 – Exams and certification

1. In the case of exams and certification, the rules of the relevant examination or certification body apply in addition to these conditions.
2. The participant must meet the admission and identification requirements. If a participant is not admitted because they do not meet these requirements, the exam costs remain due.
3. Cancellation, rescheduling, absence and resits are subject to the conditions and costs of the examination or certification body. Symbol may pass on these costs.
4. Symbol cannot guarantee that a participant will pass or receive a certificate.
5. Decisions regarding exam results, fraud, irregularities and certification are taken by the responsible examination or certification body. Objections or appeals must be submitted according to the procedure of that body.
6. Symbol is not responsible for delays or changes caused exclusively by the examination or certification body.

Article 8 – E-learning, LMS and digital content

1. Access to e-learning, the LMS and digital content is personal and may not be shared with others.
2. A duration is attached to the access to e-learning, the LMS and other digital content. The standard duration is twelve months from the activation of access, unless another duration has been expressly agreed in the quotation, order or activation confirmation. After the duration has expired, access lapses automatically.
3. The user must keep login details carefully and secret and report suspected misuse to Symbol immediately.
4. Symbol may temporarily block access in the event of a reasonable suspicion of misuse, security risk, payment arrears or acting in violation of these conditions. Where possible, the user will first be given the opportunity to rectify the situation.
5. Symbol makes every effort to keep digital services well available. Temporary interruptions due to maintenance, updates, technical failures or circumstances beyond Symbol’s influence do not entitle the user to compensation.
6. Symbol may update or technically adapt digital content, as long as the core and the level of the agreed service are not substantially reduced.
7. The client and user are themselves responsible for suitable equipment, software, internet connection and security of their systems.
8. It is not permitted to copy, download, record, distribute, resell or technically circumvent digital content, except to the extent that Symbol expressly permits this.

Article 9 – Complaints, rectification and re-execution

1. A complaint must be reported to Symbol in writing or by email as soon as possible after a problem is discovered. The complaint must clearly describe what went wrong.
2. A complaint about an invoice must be reported within 30 days of the invoice date. A complaint about a visible shortcoming should preferably be reported within 14 days of execution. A problem discovered later must be reported within a reasonable period after discovery.
3. Symbol confirms receipt of the complaint and will respond substantively within a maximum of ten working days.
4. The client first gives Symbol a reasonable opportunity to investigate the complaint and, if the complaint is well-founded, to rectify the performance or execute it again.
5. If the client does not give Symbol a reasonable opportunity for rectification or re-execution, Symbol is not responsible for costs that the client has incurred by a third party without consultation.
6. A complaint does not automatically suspend the payment obligation. A consumer retains the suspension rights granted to them by law.

Article 10 – Intellectual property and confidentiality

1. All intellectual property rights to materials, methods, models, software, texts, images, videos, exams and digital content developed or provided by Symbol remain with Symbol or its licensors.
2. The client and participant only receive a personal or internal right of use for the purpose and duration of the agreement.
3. Without prior written permission from Symbol, it is not permitted to copy or disclose materials in whole or in part:a. to copy or disclose;
   b. to provide to third parties;
   c. to use commercially;
   d. to adapt and release under one’s own name;
   e. to use for providing training courses or exams oneself.
4. Materials and data provided by the client remain the property of the client. The client gives Symbol permission to use these for the execution of the agreement and warrants that this does not infringe any rights of third parties.
5. Parties treat confidential business information carefully and share it only with persons who need it for execution.
6. The duty of confidentiality does not apply to information that is public, was already lawfully known or must be provided on the basis of the law or a decision of a competent authority.

Article 11 – Liability and engagement of third parties

1. Symbol is only liable for direct damage that is the direct result of an attributable shortcoming of Symbol.
2. Direct damage includes reasonable costs to determine the cause and extent of the damage and reasonable costs to have the performance rectified, to the extent that Symbol is liable for this.
3. Symbol is not liable for indirect damage, such as consequential damage, loss of turnover, loss of profit, loss of production, missed savings, loss of data or damage due to business interruption.
4. The total liability of Symbol is limited to the amount that the client has paid or still owes for the part of the agreement to which the damage relates, excluding VAT.
5. In the case of an agreement with a duration of more than six months, the liability is limited to the amount invoiced for the relevant part of the assignment in the six months prior to the event causing the damage.
6. A series of related events counts as one event.
7. The limitations in this article do not apply in the event of intent or deliberate recklessness on the part of Symbol’s management, nor to the extent that limitation is not legally permitted. Statutory rights in the event of death, physical injury or property damage of a consumer remain unaffected.
8. Symbol may engage third parties and observes reasonable care in their selection. The liability limitations in this article also apply to work that these third parties perform on behalf of Symbol.
9. Symbol is not liable for damage arising from incorrect or incomplete information, decisions or instructions from the client.
10. The client indemnifies Symbol against claims from third parties arising from information, materials or instructions provided by the client, unless the damage was caused by intent or deliberate recklessness on the part of Symbol.

Article 12 – Force majeure, suspension and termination

1. Force majeure occurs if a party cannot execute the agreement temporarily or permanently due to circumstances beyond its reasonable influence. This includes, among other things, illness, government measures, strikes, fire, transport problems, failure of locations, failures at suppliers, internet or system failures and other unforeseen circumstances.
2. In the event of force majeure, Symbol may suspend execution, reschedule or have it carried out by a suitable replacement.
3. If performance is permanently impossible or the force majeure situation lasts unreasonably long, both parties may terminate the part of the agreement not yet executed. Work already carried out and costs incurred remain due.
4. Symbol may suspend the work if the client:a. does not pay on time;
   b. does not cooperate sufficiently;
   c. does not provide necessary information;
   d. makes execution unsafe or impossible;
   e. acts in serious violation of the agreement.
5. If a party fails to comply with a remediable obligation, it will first be given a reasonable written period for rectification. If rectification is not forthcoming, the other party may dissolve the relevant part of the agreement.
6. Symbol may terminate the agreement immediately in the event of bankruptcy, suspension of payments, cessation of the business, fraud, threats, serious misconduct or any other situation in which continuation cannot reasonably be requested of Symbol.
7. Termination does not release the client from payment for work already carried out, materials delivered, reserved deployment and cancellation costs due.

Article 13 – Takeover and direct deployment of employees and external experts

1. During the agreement and for twelve months after its termination, the client may not, without prior written permission from Symbol, directly or indirectly enter into an employment, assignment or other cooperation relationship with an employee or external expert deployed by Symbol at the client.
2. Within this period, the client may also not, outside of Symbol:a. directly hire or borrow a person deployed by Symbol;
   b. hire or borrow them via another organisation;
   c. have work carried out by them as an employee, self-employed person, advisor or subcontractor;
   d. approach them with the aim of entering into a direct or indirect cooperation.
3. This article only applies to employees and external experts who have actually been involved in the execution of the assignment for the client.
4. Symbol may attach conditions to permission for direct cooperation or takeover, including a reasonable takeover fee.
5. In the event of a violation, the client owes Symbol an immediately payable fee of 25% of the gross annual salary or the fee of the person involved converted to a year, with a minimum of €25,000 per person.
6. The fee mentioned in paragraph 5 does not affect Symbol’s right to compensation for demonstrably higher damage.

Article 14 – Applicable law, disputes and final provisions

1. Dutch law applies to all offers and agreements of Symbol.
2. Parties will first attempt to resolve a dispute through mutual consultation.
3. If consultation does not lead to a solution, the dispute will be submitted to the competent judge of the Overijssel District Court, unless the law imperatively declares another judge competent.
4. A consumer may always submit a dispute to the judge who is competent according to the law.
5. If a provision of these conditions proves to be invalid or unenforceable, the remaining provisions remain valid. Parties will replace the relevant provision as much as possible with a valid provision with the same purpose.
6. In these conditions, “in writing” also includes communication by email and a demonstrable electronic confirmation.
7. Symbol may adjust these conditions. For an existing agreement, the version that was applicable at the time of concluding that agreement remains in force, unless the parties agree on a change or the change is legally required.
8. A version number and effective date are stated on the conditions. The current conditions are available via the Symbol website and can be saved.