THAR General Terms and Conditions Learning platform for companies

1. These General Terms and Conditions apply to all services of THAR, whether or not via the Learning Platform, as well as to all quotations from THAR and Agreements between THAR and the Client, and to all activities or agreements arising from and/or related to them.

2. Third parties engaged by THAR, including teachers, assistants, and staff, may also invoke these general terms and conditions.

1. The Customer must provide all information requested by THAR in a timely manner and in the manner to be determined by THAR.

2. The Customer guarantees the accuracy and completeness of the information provided by him to THAR, even if this information originates from third parties. THAR is never obliged to verify the accuracy of the provided information. The Customer indemnifies THAR against all damages or claims arising from any inaccuracy in the provided information or unauthorized provision of information.

3. THAR has the right to suspend the performance of the Agreement until the Customer has fulfilled the obligations referred to in paragraphs 1 and 2. Any damage arising therefrom, in whatever form or extent, shall not lead to liability on the part of THAR.

1. THAR makes an administrator account available to the Customer for the duration of the Agreement. The Customer may thereby gain access to the Learning Platform under the agreed conditions and invite participants to create a user account.

2. Each participant may create only one user account. A user account is strictly personal and non-transferable. It is linked to one participant. Access will expire if the participant is no longer employed by the Client.

3. With a user account, a participant can gain access to the Learning Platform to consult training dates and/or follow the e-learning invited by the Customer and/or view information about a course or training program. (Additional) terms and conditions of use apply to the creation of the user account and the use of the Learning Platform and (following) the e-learning. The Customer and/or participant may not post content on the Learning Platform themselves.

4. The Customer remains responsible for the obligations arising from the Agreement, these general terms and conditions, and the use of the user account by participants. The Customer guarantees that participants will not misuse the user account.

1. The Learning Platform is available to the Client on an “as is” basis, without any special modifications being made to meet specific requirements of the Client. This also applies to standard e-learning offered generically. THAR is not obliged to maintain, modify, or add specific functions to the Learning Platform or such e-learning specifically for the Client. THAR is entitled at all times to modify the Learning Platform and such standard e-learning (or have them modified) if it deems this desirable.

2. Any e-learning and/or material to be developed specifically for the Client shall always be carried out on the basis of a best-efforts obligation, whereby no result is guaranteed. In this regard, THAR relies entirely on the accuracy and completeness of the data provided by the Client. The Client accepts any e-learning and/or other material developed for him in the state in which it is at the time of provision. The provisions of these terms and conditions also apply to e-learning and/or other material developed specifically for the Client.

3. THAR will endeavor to keep the Learning Platform available and to provide access to the e-learning. As further stipulated in Article 12, THAR does not guarantee that the Learning Platform and/or the e-learning will be accessible or available at all times, or that they will be available without malfunctions or interruptions. THAR is not liable for malfunctions, disruption, or loss of performance.

4. THAR reserves the right, without being liable and/or responsible for damages, to at any time and without prior warning: a. remove, improve or otherwise modify the Learning Platform and/or Modules and/or other information on the Learning Platform; b. disable, render inaccessible and/or restrict the use of the Learning Platform and/or e-learning in whole or in part (temporarily or permanently).

5. The Customer is solely responsible for its own facilities required for using and accessing the Learning Platform and/or the e-learning. THAR is not responsible for the proper functioning of those facilities.

1. THAR has the right to cancel courses or change course dates in the event of insufficient participation, or to interrupt courses in the event of unforeseen circumstances or force majeure. In such cases, alternatives will be sought in consultation with the participants. THAR accepts no liability for costs incurred by the client as a result of the change.

2. Cancellation of a training course must be done in writing and confirmed in writing by THAR.

3. In the event of cancellation within 14 days prior to the start of the course, 50% of the course fees will be charged, as well as the examination fees.

4. In the event of cancellation within 7 days before the start of the course, or failure to attend the course, 100% of the course fees will be charged, as well as the examination fees.

5. If a training course cannot take place because the participant has forgotten legal and/or course documents, the customer shall bear all resulting costs.

1. The Agreement between THAR and the Customer is entered into for an indefinite period.

2. Termination must be in writing.

3. A notice period of two months applies.

4. Upon termination of the Agreement, all user rights of the Customer shall lapse.

5. The data of the Customer and the participant will be deleted after the termination of the Agreement, once the retention period pursuant to applicable laws and regulations or pursuant to the requirements set by relevant government authorities, such as those of the CBR, has expired. If these rules do not apply, THAR will delete the relevant data after the termination of the Agreement.

6. THAR will honor a request to export and make these data available, provided that THAR determines this is permitted under applicable laws and regulations. In that case, the data will only be provided in the form of a so-called JSON file. THAR is not obliged to provide support for exporting the data referred to herein in any other way and/or implementing it elsewhere. Use of the file and the data is at the Customer's own risk. THAR does not guarantee that the file can be used on other Learning Platforms or that the file and/or data is/are suitable for the use intended by the Customer.

1. Amendment of the Agreement may only take place in writing and by mutual consent.

2. If the Client requests work or services that fall outside the scope of the Agreement, this shall be considered additional work. Such work shall be reimbursed by the Client in accordance with THAR's applicable rates.

3. Additional work constitutes an addition to the Agreement and shall be confirmed in writing as far as possible. THAR is not obliged to perform additional work.

1. The Customer owes THAR a one-time start-up fee as stated in the quotation.

2. The fee for the use of e-learning is based on actual usage. The prices for this are listed in our price overview. The Customer receives an invoice for this every month.

3. The fee for hiring teachers is based on the number of booked hours. The price for this is communicated to the client during the booking.

4. The fee for booking a training place is based on an amount per participant. The price of this will be communicated to the customer in a timely manner.

5. The remuneration for purchasing custom work is based on a project or hourly rate. Agreements regarding this are made with the client in advance.

6. The Customer shall pay invoices to THAR within 14 days of the invoice date to the bank account specified by THAR. All amounts are in Euros and exclusive of VAT and other levies imposed by the government. THAR will send the Customer an itemized invoice stating the amount due. Objections to the invoice do not suspend the Customer's payment obligation.

7. The fee is due regardless of whether the Customer and/or the participants use the Learning Platform and/or the e-learning.

8. THAR reassesses the prices for the use of training courses annually. THAR is permitted to implement interim price changes.

9. In the event of substantial changes, including changes arising from modified software from suppliers – at the sole discretion of THAR – THAR is entitled to pass on the costs in the license fee and to adjust it in the interim.

10. If THAR has not received full payment from the Customer within the payment term, the Customer shall be immediately in default. The Customer shall then owe the statutory commercial interest and shall furthermore be obliged to pay all costs, both in and out of court, relating to the collection of the amount due to THAR.

1. If unlimited e-learning is selected, the Customer owes THAR a license fee per Employee per 12 months for the use of the Platform and the agreed Modules. The license fee is specified in the Agreement and will be invoiced in a single lump sum upon signing of the Agreement. In the event that the Agreement is continued, the license fee for the new year will be invoiced in a single lump sum prior to the start of that new year, as further specified in Article 13.3.

2. The license fee is due regardless of whether the Customer and/or the Employees use the Platform and/or the Modules. The right of use is always granted subject to the condition that the license fee has been paid (on time).

3. The license fee for the use of the Platform will be determined annually by THAR. The license fee for subsequent calendar years is always payable in advance for a full year per renewal period.

4. THAR is further entitled to change the amount of the license fee if the actual number of Employees using the Platform and/or the Modules at any time exceeds the (maximum) number of Employees stipulated in the Agreement. THAR may determine this based on its own observations, but is also entitled to conduct (or have conducted) an audit at the Customer once a year to determine the actual number of Employees. The Customer undertakes to cooperate with such an audit. The costs of the audit shall be borne by THAR, unless it is established that the maximum number of Employees stipulated in the Agreement has been exceeded.

1. Due to the generic design of the Learning Platform and/or the e-learning as a standard product, THAR does not guarantee that the Learning Platform and/or the e-learning will be suitable for the specific use intended by the Customer.

2. THAR does not guarantee that the Learning Platform and/or the Modules will be available to the Customer at all times and/or function correctly without interruptions or any malfunction. This also applies to Modules and/or other material developed specifically for the Customer.

3. Where appropriate, THAR may postpone identifying or resolving any problems until a new version of the Learning Platform and/or the Modules is put into use. THAR does not guarantee that defects in and/or problems with the Learning Platform and/or the Modules will be remedied.

4. The Learning Platform and/or the Modules may contain interfaces with third-party facilities or hyperlinks to third-party websites. THAR has no control over or influence on these facilities or websites and does not guarantee their operation or availability. THAR is also not responsible or liable for the content of websites to which or from which a hyperlink or otherwise refers.

1. Personal data of Employees is processed via the Learning Platform. In processing personal data, THAR complies with its obligations under the General Data Protection Regulation (GDPR). Information regarding the processing and sharing of personal data by THAR can be found in THAR's privacy statement, which is published on THAR's website.

2. The Customer warrants that the use and processing of these personal data are not unlawful and that it has consent or a legal basis for the processing via the Learning Platform. The Customer indemnifies THAR in this regard against any (legal) claim by data subjects.

3. The Client indemnifies THAR against claims from data subjects whose personal data are registered or processed in connection with the performance of the Agreement.

1. The provision of services does not constitute a transfer of intellectual property rights. All intellectual property rights relating to what has been made available to the Customer pursuant to the Agreement or otherwise, such as the Learning Platform, Modules, files, content, documents, designs, etc., vest exclusively in THAR.

2. The Customer is not permitted to copy, reproduce, modify, or publish the Learning Platform and the Modules, or parts thereof.

3. The Customer has a right of use exclusively for the duration of the Agreement, which is non-exclusive, non-transferable, non-pledgeable, and non-sublicensable. This also applies to the Modules and/or other material developed on behalf of the Customer.

4. In view of the provisions of Article 14.1, THAR is expressly permitted to (re)use the Modules and/or other material, in whole or in part, developed on behalf of the Client for other parties.

1. THAR is entitled to suspend the performance of its obligations under the Agreement or to dissolve the Agreement if the Customer or an Employee fails to fulfill obligations under the Agreement, or fails to do so fully or in a timely manner. This may also be the case in the event of failure by the Customer to make timely payment.

2. In the event of liquidation, (application for) suspension of payments or bankruptcy or seizure of assets against the Customer, THAR is entitled to terminate the Agreement with immediate effect, without any obligation to pay compensation.

3. Amounts invoiced by THAR prior to dissolution or termination remain due and payable immediately upon dissolution or termination. Amounts already received by THAR shall not be subject to reversal. This also applies if the Customer dissolves or terminates the Agreement.

1. The Learning Platform and the Modules have been compiled with the utmost care. Nevertheless, THAR does not guarantee that the information offered on the Learning Platform and in the Modules is accurate, complete, up-to-date, and/or suitable. THAR accepts no liability whatsoever for the information on the Learning Platform and/or the Modules, even if these have been developed specifically at the request of the Client.

2. THAR is not liable for any damage whatsoever arising from access to or use of, or the inability to access or use (the information on) the Learning Platform and/or Modules, or the reliance of the User and/or the client of THAR on the information on the Learning Platform.

3. Furthermore, THAR is not liable for damage resulting from problems caused by or inherent in the dissemination of information via the internet, such as, but not limited to, malfunctions, viruses, corruption of information, interruptions, errors, or delays in the provision of information or services by or to THAR.

4. Should THAR nevertheless be liable for damage incurred, this liability, on whatever grounds and of whatever nature, shall in any event be limited to compensation for direct damage up to a maximum of the amount paid out in the relevant case under the insurance policy taken out by THAR. If and to the extent that, for whatever reason, no payment is made under the said insurance policy, the total liability of THAR shall be limited to an amount of EUR 10,000 (ten thousand euros) per event, whereby a series of related events shall be considered as a single event.

5. THAR shall never be liable for indirect damages, such as consequential damages, damages due to delay, lost profits, reputational damage, loss of (business) data, damage due to business interruption, or lost savings.

6. Any other or further liability of THAR, on whatever grounds, for damage suffered by the Customer and/or an Employee through or in connection with THAR and/or the Learning Platform and/or the Modules, is excluded.

7. The limitations of liability referred to in this article shall not apply if and to the extent that the damage is the result of intent or willful recklessness on the part of THAR.

8. Any liability towards THAR shall lapse after a period of one year from the date the claim arose. This shall not affect the Customer's statutory obligation to lodge a complaint in a timely manner and within a reasonable time.

9. The Client indemnifies THAR against all claims from third parties, including Employees, related to or arising from specific work performed for the Client, except in cases of intent or willful recklessness on the part of THAR.

1. THAR is not obliged to fulfill any obligation, including any warranties, if it is hindered in doing so as a result of force majeure.

2. Force majeure on the part of THAR shall be understood to include, in addition to what is understood in this regard in law and jurisprudence, all external causes, foreseen or unforeseen, over which THAR cannot exercise any influence, but which render THAR unable to fulfill its obligations, including the non-fulfillment of obligations by THAR's suppliers.

3. THAR may suspend its obligations under the Agreement for the duration of the force majeure. If a force majeure situation lasts longer than two months, either party shall have the right to dissolve the Agreement without being liable to pay any damages to the other party. Amounts already invoiced by THAR shall remain due.

1. All services of THAR and legal relationships established with it are exclusively governed by Dutch law.

2. Disputes between the parties, on whatever grounds, shall be submitted exclusively to the competent court of the District Court of Zeeland – West Brabant, Breda location.

1. If any provision of these general terms and conditions is void or annulled for any reason whatsoever, the remaining provisions of the general terms and conditions shall remain in full force and effect.

2. THAR has the right to amend these general terms and conditions. An amended version of the general terms and conditions will be published on the THAR website.