Commercial Terms

 

General Terms and Conditions Noemi Paul™ Language Training

Article 1 – Identity and Definitions

These general terms and conditions apply to all offers, quotes, and agreements of:

iDress B.V.,
located in Laren (North Holland), The Netherlands, 
registered in the trade register of the Chamber of Commerce under number 51199351,
VAT number NL823139888B01,
operating under the trade name “Noemi Paul Language Training”,
hereinafter referred to as: “Noemi Paul™ Language Training”.

In these terms and conditions the following definitions apply:

Client: any legal entity or natural person acting in the exercise of a profession or business who enters into an agreement with Noemi Paul™ Language Training.

Participant: the natural person for whom the Client enters into an Agreement and who actually participates in a program, training, session, or other Service of Noemi Paul™ Language Training.

Agreement: any legal relationship between Noemi Paul™ Language Training and the Client regarding the provision of Services, regardless of how it is established.

Services: all language training, programs, courses, consultancy, digital learning environments, and other related activities offered and/or provided by Noemi Paul™ Language Training.

The applicability of any general terms and conditions of the Client is expressly excluded.

Deviations from these terms are only valid if and to the extent that they have been expressly and in writing agreed upon.

Article 2 – Services and Delivery

Noemi Paul™ Language Training offers, among other things:

  • individual language coaching;

  • group training;

  • online courses with integrated learning environment;

  • punch cards;

  • customized business programs;

  • strategic language and communication consultancy.

Delivery takes place online or on location according to the agreed schedule.

Noemi Paul™ Language Training reserves the right to adjust the content, schedule, instructor, digital learning environment, or form of the Services if it deems this necessary for the quality, safety, continuity, or proper execution of the Services.

Article 3 – Establishment, Rates, and Payment

All rates are exclusive of VAT, unless expressly stated otherwise.

3.1 Establishment of the Agreement

An Agreement is only established after written confirmation by Noemi Paul™ Language Training.

The single application, registration, order, intake, quote request, price quotation, payment authorization, or reservation of an amount does not create any entitlement to the establishment of an Agreement.

Noemi Paul™ Language Training reserves the right to first assess a request or order substantively before confirming it in writing.

3.2 Online orders and payment authorization

For online orders, payment can occur through a system where the amount is only authorized or reserved at checkout.

Such payment authorization, reservation, or pre-authorization does not constitute final payment, nor final collection, nor acceptance of the assignment by Noemi Paul™ Language Training.

Noemi Paul™ Language Training is entitled to manually collect payment only after written confirmation of the order.

If Noemi Paul™ Language Training decides not to confirm an order, the authorized amount will not be collected, and the authorization will expire in accordance with the terms of the involved payment service provider.

Instalment payment via third parties, such as Klarna, is only possible under the terms of the relevant payment service provider.

3.3 Manually offered programs

For custom work, consultancy, or other manually offered programs, full payment must be made before the start of the program, unless agreed otherwise in writing.

3.4 Deposit for custom work

For custom programs offered manually with a future start date, a deposit of 50% of the agreed total amount may be required.

In that case, the Agreement will only come into effect after written quotation/confirmation by Noemi Paul™ Language Training and, if applicable, after receipt of the required deposit. The deposit serves as confirmation by the client, without the need for a separate approval.

The remaining amount must be paid no later than before the start of the program, unless agreed otherwise in writing.

3.5 Suspension

In the event of late payment, Noemi Paul™ Language Training is entitled to suspend the execution of the Agreement until full payment is received.

All reasonable judicial and extrajudicial costs arising from late payment are the responsibility of the client.

Article 4 – Validity of Ride Cards

Ride cards are valid for 12 months from the invoice date, unless expressly stated otherwise.

Unused sessions expire after the validity period. After the validity period, the right to personal guidance associated with the ride card also ends.

Ride cards are personal and non-transferable.

Article 4A – Contractual right of withdrawal for business clients

Contractual right of withdrawal (business customers)

Notwithstanding the absence of a statutory right of withdrawal in business transactions, Noemi Paul™ Language Training grants Clients acting in the exercise of their profession or business a contractual right of withdrawal of 14 calendar days. This right of withdrawal applies exclusively to online transactions without phased payment.

Customers who order courses online and pre-authorize payments, both business and private, have the right to terminate the Agreement within 14 days, counted from the receipt of the written confirmation from Noemi Paul™ Language Training, unless they use installment payment through payment providers.

The withdrawal period begins on the day after the written confirmation of the Agreement by Noemi Paul™ Language Training in response to an online order.

Withdrawal must be declared within this period by email.

In the case of timely and valid withdrawal, the Agreement is dissolved and amounts already paid by the Client regarding the part of the Service not yet executed will be refunded within 14 days.

Exclusion or expiration of the right of withdrawal

No contractual right of withdrawal exists, or the right of withdrawal expires, if before the end of the withdrawal period:

  • a manual quote has been issued to a business customer and a deposit or full payment has been made by the customer;

  • The Client has expressly requested the commencement of the execution of the Service;

  • Noemi Paul™ Language Training has already begun the execution of the Service;

  • access has been granted to a digital learning environment, online course, digital content, or other restricted learning content;

  • teaching materials, content, schedule, or guidance specifically prepared or compiled for the Client or Participant; or

  • for the Client a place has been reserved in a group training, program, or other Service with limited capacity or a fixed start date.

If the Client requests that the execution of the Service begins within the withdrawal period and the Service has already been partially executed at the time of withdrawal without the right of withdrawal being fully expired, the Client owes a proportionate amount for the already executed part of the Service, as well as for any reasonable preparatory work already performed.

The contractual right of withdrawal for online orders in this article does not affect the other provisions regarding cancellation, rescheduling, customization, refunds, and interim termination, insofar as those provisions relate to situations outside the withdrawal period referred to in this article.

Article 5 – Cancellation and Rescheduling

5.1 Individual sessions – Session card

Cancellation or rescheduling up to 48 hours before the start of the session is free of charge.

In case of later cancellation, rescheduling, or no-show, the relevant session will be considered as attended and charged or deducted from the session card.

5.2 Individual sessions – Course

A maximum of 25% of the sessions booked within a course can be rescheduled up to 15 minutes before the scheduled start time of the relevant session.

Additionally, sessions can be regularly rescheduled or canceled up to 48 hours before the start.

If the 25% margin for last-minute rescheduling is exceeded, the relevant session will be canceled without the right to a refund.

The total duration of a course may be extended by up to 10 calendar weeks due to rescheduling, in order to ensure the flow for other participants.

Article 6 – Intellectual Property

All materials, lesson concepts, strategies, formats, digital modules, texts, exercises, learning environments, and other content remain the exclusive property of Noemi Paul™ Language Training or its licensors.

Reproduction, distribution, disclosure, editing, provision to third parties, or commercial use without prior written consent from Noemi Paul™ Language Training is strictly prohibited.

In case of violation, Noemi Paul™ Language Training reserves the right to claim full compensation for damages and to take legal action.

6.1 Artificial intelligence, voice, image, and personality rights

It is expressly prohibited for the Client, Participant, and third parties to clone, synthetically replicate, reproduce, manipulate, digitize, or use in any way the voice, image, likeness, appearance, teaching style, or other recognizable personality traits of teachers, trainers, or other representatives of Noemi Paul™ Language Training without prior written consent from Noemi Paul™ Language Training in or for artificial intelligence, generative systems, voice models, avatars, deepfakes, or similar applications.

It is also prohibited to use image, sound, or video material of teachers, trainers, or other representatives of Noemi Paul™ Language Training for training artificial intelligence or for developing derivative digital personalities, appearances, or simulations.

Any violation or attempt thereof will be considered a serious breach of these terms and of the intellectual property rights and personality rights of the individuals involved and of Noemi Paul™ Language Training. In such cases, Noemi Paul™ Language Training reserves the right to immediately terminate the Agreement, claim full compensation for damages, and take legal action.

Article 7 – Best-Effort Obligation

Noemi Paul™ Language Training provides a best-effort obligation and explicitly not a result obligation.

Noemi Paul™ Language Training does not guarantee that a certain language level, exam result, business result, contractual advantage, or other intended effect will be achieved.

Article 8 – Confidentiality

All information shared by the parties in the context of the Agreement, which is reasonably recognizable as confidential, will be treated confidentially.

The Client and Participant shall not share confidential information, teaching materials, strategies, or business-sensitive data with third parties without prior written consent from Noemi Paul™ Language Training.

Article 9 – Liability

The total liability of Noemi Paul™ Language Training is limited to the amount paid by the Client for the relevant Service to which the liability relates, with a maximum of the invoice amount for that Service.

Liability for indirect damage, consequential damage, lost profits, missed savings, reputational damage, business damage, or damage due to stagnation of business operations is excluded.

Any claim for compensation will expire if it is not reported in writing and with justification within 30 days after the Client or Participant has discovered the damage or reasonably should have discovered it.

Article 10 – Force Majeure

In the event of force majeure, Noemi Paul™ Language Training is entitled to suspend, reschedule, or continue the execution of the Agreement in a modified form, without being obliged to pay any compensation.

Force majeure is understood to mean any circumstance beyond the reasonable control of Noemi Paul™ Language Training or the participant that makes compliance with the Agreement temporarily or permanently impossible or cannot reasonably be required, including government measures, pandemics, transport obstacles, fire, power outages, and other unforeseen circumstances.

In case of temporary unavailability, including temporary illness, disability, or absence of teachers or trainers, the lessons or sessions will be rescheduled free of charge until the execution of the Agreement is reasonably possible again.

Refunds will only occur if compliance is structurally impossible and this impossibility is the responsibility of Noemi Paul™ Language Training based on law, agreement, or traffic conventions.

In the event of force majeure on the part of the participant, Noemi Paul™ Language Training will make reasonable efforts to honor a request to reschedule the lesson.

Force majeure situations will not reduce the right to extend the course by a maximum of 10 calendar weeks.

Article 10A – Late Arrival and Obligations for Technical Readiness

Arriving more than 15 minutes late on the part of the participant will result in the full charge of the lesson, unless force majeure can be convincingly demonstrated.

Technical difficulties, such as starting up, freezing, or crashing of a computer, internet problems, or similar disruptions, are expressly not considered force majeure.

Both the Client, Participant, and teacher commit to having alternative communication tools ready that can be activated within 15 minutes. It is strongly recommended to install Zoom and Microsoft Teams on a mobile device in addition to the installation on the computer, so that in case of interruptions, a quick switch to an alternative device or network can be made and the lesson can be started or continued with a maximum delay of 15 minutes.

If possible, the teacher may decide to extend the lesson by a maximum of 15 minutes.

If a connection cannot be established on the part of the participant or if an interruption lasts longer than 15 minutes, the lesson will be fully charged. The teacher is not obliged to wait or make up for the lost time. If the cause lies with Noemi Paul™ Language Training, the lost time will be credited.

Article 11 – Cancellation by Noemi Paul™ Language Training

In case of illness or other unforeseen circumstances on the part of Noemi Paul™ Language Training, the session or training will be rescheduled free of charge.

If rescheduling is reasonably not possible, only the amount already paid regarding the undelivered part of the Service will be credited.

Noemi Paul™ Language Training is not liable for any consequential costs or damages on the part of the Client or Participant.

Cancellations or rescheduling on the part of Noemi Paul™ Language Training do not reduce the right to extend the course by a maximum of 10 calendar weeks.

Article 12 – Lesson-Free Times and Duration

Only the lesson-free days stated on the website or in writing by Noemi Paul™ Language Training are contractually valid: https://duits-zakelijk.nl/pages/lesvrije-dagen

Other holidays, school vacations, or holiday periods do not automatically count as lesson-free, unless agreed otherwise in writing.

The duration of the program is determined in advance or follows from the nature of the chosen offer.

Article 13 – Refunds and Interim Termination

At the start of the program, there is no right to a refund, unless explicitly stated otherwise in these terms, including the contractual right of withdrawal as referred to in Article 4A, or unless mandatory law prescribes otherwise.

In the event of interim termination by the Client or Participant, the full agreed amount remains due.

Unattended sessions, components, or access options will lapse upon interim termination, unless otherwise agreed in writing.

Article 14 – Termination for Breach of Contract

If the Agreement is concluded for the benefit of a Participant designated by the Client, all obligations under these terms remain fully with the Client.

Behaviors, omissions, or shortcomings of the Participant are considered behaviors, omissions, or shortcomings of the Client for the application of these terms.

Noemi Paul™ Language Training is entitled to terminate the Agreement immediately, in whole or in part, or to suspend its execution, if the Client or Participant:

  • is in default of timely payment;

  • violates intellectual property rights or confidential information;

  • systematically disrupts the progress, safety, peace, or quality of sessions;

  • repeatedly acts in violation of these terms; or

  • otherwise fails to fulfill obligations under the Agreement.

In the event of termination or suspension, the payment obligations for already agreed and/or started programs remain fully in effect.

Furthermore, Noemi Paul™ Language Training may terminate the Agreement if, after careful assessment, it appears that:

  • the entry level of the Participant demonstrably does not match the chosen program;

  • necessary basic competencies are lacking; or

  • the Participant consistently does not meet minimum participation requirements,

which means that continuation of the program cannot reasonably be expected from Noemi Paul™ Language Training.

In that case, Noemi Paul™ Language Training will make an effort to first come to a suitable alternative in consultation. If no suitable alternative is possible, the payment obligation for already delivered or started components remains in effect.

Article 15 – Availability of Learning Content

Access to the digital learning environment and learning content is only valid for the duration of the program, unless explicitly stated otherwise.

15.1 Phased Release

If modules, lessons, or materials are released in phases, there is no right to early access to components that have not yet been released.

Noemi Paul™ Language Training reserves the right to change the order, content, and availability of learning components if this benefits the quality, relevance, or pedagogical structure.

Article 16 – Complaints and Reviews

Complaints must be reported in writing to Noemi Paul™ Language Training as soon as possible, but no later than 14 days after detection.

In the absence of timely notification, the right to invoke the relevant defect or objection lapses, unless mandatory law opposes this.

Reviews, recommendations, or public statements about Noemi Paul™ Language Training must be factually correct, careful, and balanced.

In the case of demonstrably incorrect, misleading, unlawful, or harmful reviews, Noemi Paul™ Language Training reserves the right to request correction, supplementation, or removal, and, if necessary, to take legal action.

Article 17 – Applicable Law and Competent Court

Dutch law exclusively applies to all agreements and legal relationships with Noemi Paul™ Language Training.

Disputes will be submitted to the competent court within the district of Central Netherlands, location Utrecht, unless mandatory law prescribes another competent court.

Article 18 – Rates, Quotations, and Rate Adjustment

Noemi Paul™ Language Training is at all times entitled to change rates, price quotes, offers, and quotations for new assignments or Agreements that have not yet been concluded.

An expression of interest, application, intake, introductory meeting, draft proposal, or request for quotation does not create a claim to a specific rate, unless the relevant rate has been expressly and in writing confirmed for a specific period.

For already concluded Agreements, the rates agreed upon at the time of conclusion apply. An online order is considered an already concluded Agreement in this sense, even when it is still only a payment authorization with reservation.

Noemi Paul™ Language Training is entitled to adjust rates for subscriptions and other long-term agreements based on cost developments, market developments, inflation, wage developments, changes in laws and regulations, technical developments, and changes in the content, structure, or scope of the Services.

Already fully prepaid courses remain exempt from interim price increases for the duration of the agreed term, unless expressly and in writing agreed otherwise.

Partially prepaid courses with a start date in the future can only be changed in price for the outstanding portion if Noemi Paul™ Language Training can reasonably demonstrate that price and cost increases unexpectedly exceed the average of the last five years by more than 2%, based on CPI and other relevant indices.

In all other cases, the agreed rate remains applicable.