AxonIQ Academy Terms and Conditions

1. General

1.1. These Terms and Conditions AxonIQ Academy (hereinafter also to be referred to as: these terms and conditions) apply to all services in the field of instruction such as training courses, seminars and workshops provided by AxonIQ B.V.
1.2. All of AxonIQ’s offers and other forms of communication are without obligation, unless AxonIQ should indicate otherwise in writing. 

2. Price and payment

2.1. Unless specified otherwise, all prices published on the website are inclusive of turnover tax (VAT) and other product or service-specific levies imposed by the authorities. Any VAT or other taxes will be specified on the invoice. All prices quoted by AxonIQ are in euros and Client must pay in euros.
2.2. AxonIQ may adjust prices at any time. Price adjustments will be communicated via the AxonIQ Academy website. Prices of courses already paid, will not be affected. 
2.3. AxonIQ shall invoice any training in advance. Invoices should be paid before the start of any training. AxonIQ may exclude participants from participating in the training course if Client fails to ensure the payment is made in time, without prejudice to any other rights AxonIQ may have. Client is neither entitled to suspend any payments nor to set off any of the sums due. If Client should fail to pay the sums due or does not pay these on time, the statutory interest for commercial agreements is payable by Client on any outstanding sum, without a reminder or notice of default being required. If Client should fail to pay the sum due even after a reminder or notice of default, AxonIQ can pass on the claim for collection and Client is obliged to pay, within reason and in addition to the total sum due at that time, all judicial and extrajudicial costs, including all costs charged by external experts – all of which is without prejudice to any of AxonIQ’s statutory and contractual rights.

3. Accounts, Registration and Cancellation

3.1. At all times, Client acts with due care and does not act unlawfully vis-à-vis AxonIQ or any third parties, more in particular by respecting the intellectual property rights and other rights of third parties and the privacy of third parties, by refraining from inappropriate behaviour, from spreading information in a manner that is in violation of the law, from granting unauthorised access to systems and from spreading viruses or other harmful programs or data, and by refraining from committing criminal offences and violating any other legal obligations.
3.2. Registration for a training course must take place via the AxonIQ Academy platform registration form and is binding following its confirmation by AxonIQ.
3.3. Client is responsible for the choice and suitability of the training course for the participants. A participant’s lack of the required prior knowledge does not affect Client’s obligations under the agreement. Client may replace a training course participant by another participant following AxonIQ’s written permission.
3.4. If, in AxonIQ’s opinion, the number of registrations should give rise to this, AxonIQ is entitled to cancel the training course, to combine it with one or more training courses or schedule it on a later date or at a later time. AxonIQ reserves the right to change the time or location of the training course. AxonIQ is entitled to change the training course in organisational terms and in terms of content.
3.5. AxonIQ shall not provide any refunds if cis not able to attend a (live) course, if a Client was not able to follow the pre-recorded courses within the subscription period or if Client deletes his account on the AxonIQ Academy platform. 

4. Training courses

4.1. AxonIQ shall make every effort to ensure that the training is provided with due care and, if applicable, in accordance with the arrangements and procedures agreed in writing with the Client. All services in relation to courses shall be provided on the basis of a best efforts obligation. Client accepts that AxonIQ determines the content and the scope of the training course.
4.2. Client informs the participants about the obligations under the agreement and the rules of conduct and other rules prescribed by AxonIQ for participation in the training course, and client ensures compliance by participants with these obligations and rules. 
4.3. If AxonIQ uses its own hardware or software in the training course, AxonIQ does not guarantee that this hardware or software is free of errors and operates without interruption. If the training course is at Client’s premises, Client ensures that an appropriate classroom and properly operating hardware and software are available. In the event the facilities at Client’s premises appear not to meet the requirements and, therefore, the quality of the training course cannot be guaranteed, AxonIQ is entitled not to start or to shorten the training course or to stop it altogether. 
4.4. The agreement does not include administering an exam or a test. 
4.5. Client may separately be charged for the documentation, training materials or training resources made available or produced for the training course. This also applies for possible training course certificates or duplicates of training course certificates. 
4.6. Where possible, AxonIQ will try to follow timely and well-founded instructions issued by the Client related to training services. AxonIQ shall not be obliged to follow instructions that change or extend the content or scope of the agreed training. If such instructions are followed, however, compensation shall be provided for the work in question in accordance with AxonIQ’s standard rates. 
4.7. If the agreement has been entered into with a view to it being performed by one specific person, such as a specific teacher, trainer, or speaker, AxonIQ is always entitled to replace this person by one or more persons who have the same and/or similar qualifications.

 5.  Intellectual property 

5.1. AxonIQ expressly retains all intellectual property rights in respect of the documentation and the training, test and examination material. 
5.2. Client shall not be permitted to publish, exploit or reproduce information or parts of the documentation and/or course, test or examination material provided and/or extracts from the course, test or examination material provided.

6. Confidentiality

6.1. Client and AxonIQ ensure that secrecy is observed with respect to all information received from the other party of which information the receiving party knows or should reasonably know it is confidential. This prohibition does not apply if and insofar as the information concerned must be provided to a third party in compliance with a judicial decision, a statutory requirement, a statutory order by a public authority or for the proper performance of the agreement. The party that receives the confidential information may only use it for the purpose for which it has been provided. Information is in any case deemed confidential if it has been designated as such by either party. 
6.2. Client acknowledges that software made available by AxonIQ is always confidential in nature and that this software contains trade secrets of AxonIQ and its AxonIQs or of the producer of the software.

7. Privacy and data processing

7.1. The privacy policy on the AxonIQ Academy platform is also applicable to the trainings themselves. 
7.2. Client indemnifies AxonIQ against any claims by persons whose personal data are or have been processed and for which processing Client is responsible pursuant to the law, unless Client proves that the facts on which a claim is based are attributable to AxonIQ.
7.3. Client is fully responsible for the data that it processes when making use of a service provided by AxonIQ. Client guarantees vis-à-vis AxonIQ that the content, use and/or processing of the data are not unlawful and do not infringe any third party’s right. Client indemnifies AxonIQ against any claims by a third party instituted, for whatever reason, in connection with these data or the performance of the agreement.
7.4. If, further to a request or a lawfully issued order by a public authority or in the context of a statutory obligation, Client should perform activities with relation to data of Client, Client’s employees or users, any costs involved in this may be charged to Client.

8. Termination of the agreement for breach or by serving notice of termination

8.1. Either party is exclusively entitled to terminate the agreement for breach following an imputable failure of the other party to meet it is obligations under the agreement if the other party, in all cases after a written notice of default has been served that is as detailed as possible and in which the other party is granted a reasonable period of time to remedy the breach, should still imputably fail to meet any of its essential obligations under the agreement. Client’s payment obligations and all obligations of Client or a third party contracted by Client to cooperate and/or to provide information apply in all cases as essential obligations under the agreement. Furthermore, If Client does not behave in accordance with article 3.1, AxonIQ is entitled to block access for Client or its students or permanently delete any accounts and may terminate the agreement immediately.  
8.2. If, at the time of the termination for breach, Client has already received goods or services in the performance of the agreement, this performance and the relevant payment obligations cannot be undone unless Client proves that AxonIQ is in default with respect to the essential part of the performance due. With due regard to the provisions of the preceding sentence, sums invoiced by AxonIQ prior to the termination for breach in connection with what has already been properly performed or delivered in the performance of the agreement remain due in full and become immediately payable at the time of the termination for breach.
8.3. Client is not entitled to terminate an agreement for services that have been entered into for a definite period of time before the end of the term; Client is not entitled either to terminate an agreement that ends by completion before it has been completed.
8.4. Either party may terminate agreement in writing, in whole or in part, without notice of default being required and with immediate effect, if the other party is granted a suspension of payments, whether or not provisional, a petition for bankruptcy is filed against the other party or the company of the other party is liquidated or dissolved other than for restructuring purposes or for a merger of companies. AxonIQ may also terminate the agreement, in whole or in part, without notice of default being required and with immediate effect, if a direct or indirect change occurs in the decisive control of Client’s company. AxonIQ is never obliged to repay any sum of money already received or pay any sum of money in compensation because of termination as referred to in this paragraph. If Client is irrevocably bankrupted, its right to use the software, websites and the like made available to Client ends, as does its right to access and/or use AxonIQ’s services, without AxonIQ being required to cancel these rights.

9. AxonIQ’s liability

9.1. AxonIQ’s total liability for an imputable failure in the performance of the agreement or arising from any other legal basis whatsoever, explicitly including each and every failure to meet a guarantee or indemnification obligation agreed on with Client, is limited to the compensation of damages as described in more detail in this article.
9.2. Direct damage is limited to a maximum of the price stipulated for the agreement in question (excluding VAT). If the agreement is mainly a continuing performance contract with a duration of more than one year, the price stipulated for the agreement is set at the total sum of the payments (excluding VAT) stipulated for one year. In no event does AxonIQ’s total liability for any direct damage, on any legal basis whatsoever, exceed EUR 50,000 (fifty thousand euros).
9.3. AxonIQ’s total liability for any damage arising from death or bodily injury or arising from material damage to goods is limited to the amount of EUR 1,250,000 (one million two hundred fifty thousand euros).
9.4. Liability for indirect damage, consequential loss, loss of profits, lost savings, reduced goodwill, loss due to business interruption, loss as a result of claims of Client’s Clients, loss arising from the use of goods, materials or software of third parties prescribed by Client to AxonIQ and any damage and loss arising from contracting AxonIQs Client has recommended to AxonIQ is excluded. Liability for corruption, destruction or loss of data or documents is also excluded.
9.5. The exclusions and limitations of AxonIQ’s liability described articles 9.2 up to and including 9.4 are without any prejudice whatsoever to the other exclusions and limitations of AxonIQ’s liability described in these terms and conditions.
9.6. The exclusions and limitations referred to in articles 9.2 up to and including 9.5 cease to apply if and insofar as the damage is caused by intent or deliberate recklessness on the part of AxonIQ’s management.
9.7. Unless performance by AxonIQ is permanently impossible, AxonIQ is exclusively liable for an imputable failure in the performance of an agreement if Client promptly serves AxonIQ with a written notice of default, granting AxonIQ a reasonable period of time to remedy the breach, and AxonIQ should still imputably fail to meet its obligations after that reasonable term has passed. The notice of default must describe AxonIQ’s failure as comprehensively and in as much detail as possible so that AxonIQ can respond adequately.
9.8. The right to compensation of damages exclusively arises if Client reports the damage to AxonIQ in writing as soon as possible after the damage has occurred. Any claim for compensation of damages filed against AxonIQ lapses by the mere expiry of a period of twenty-four months following the inception of the claim unless Client has instituted a legal action for damages prior to the expiry of this term.
9.9. The provisions of this article and all other exclusions and limitations of liability referred to in these terms and conditions also apply in favour of all natural persons and legal persons that AxonIQ and AxonIQ’s suppliers contracts for the performance of the agreement.

10. Force Majeure

10.1. Neither party is obliged to meet any obligation, including any statutory and/or agreed guarantee obligation, if it is prevented from doing so by circumstances beyond its control. Circumstances beyond AxonIQ’s control include, among other things: (i) circumstances beyond the control of AxonIQ’s suppliers, (ii) the failure by AxonIQ to properly meet obligations that were contracted by AxonIQ on Client’s instructions, (iii) defects in goods, hardware, software or materials of third parties that AxonIQ uses on Client’s instructions, (iv) measures by public authorities, (v) power failures, (vi) failures of the Internet, data network or telecommunication facilities, (vii) (cyber) crime, (cyber) vandalism, war or terrorism and (viii) general transport problems.
10.2. If a force majeure situation lasts for more than sixty days, either party has the right to terminate the agreement, in writing, for breach. In such event, all that has already been performed under the agreement must be paid for on a proportional basis, without anything else being due by either party to the other party.

11. Applicable law and disputes

11.1. The agreements between AxonIQ and Client are governed by the laws of the Netherlands. Applicability of the Vienna Convention 1980 (The United Nations Convention on Contracts for the International Sale of Goods (CISG)) is excluded. 
11.2. Any disputes that may arise from an agreement between parties and/or from any further agreements deriving from this agreement are resolved by the competent courts in Utrecht, the Netherlands.