Terms & conditions

I - GENERAL SECTION

^{ARTICLE 1: GENERAL PROVISIONS}

Functional Fluency International BV, hereinafter referred to as FFI, is registered in The Netherlands as company number 81065434 and VAT number NL861913516B01. Our registered office and global headquarters are located at Feijenoordkade 23-A, 3071 HM Rotterdam. We offer learning & development products and services either working directly or through FFI connectors, FFI Trainers and TIFF© Providers. For more information about FFI and other members of the FFI network, please visit: www.functionalfluency.com/people

• These General Terms and Conditions apply to all agreements concluded between FFI  and another Party, hereinafter referred to as: the ‘Other Party’.
• General Terms and Conditions of the Other Party are hereby expressly rejected.
• Deviations from these General Terms and Conditions will only be binding if and in so far as they have been confirmed in writing by FFI and only as regards the assignment for which the relevant deviation has been agreed.
• If one or more of the provisions of these General Terms and Conditions are invalid, contrary to the law or unenforceable, this does not affect the validity of the other provisions.

^{ARTICLE 2: FORMATION OF THE AGREEMENT}

• Unless explicitly stated otherwise in writing, all offers, including all offers made by FFI, will be without obligation.
• Offers will be valid for a period of thirty (30) days, unless explicitly stated otherwise.
• An agreement is concluded by the written or electronic confirmation of FFI.
• Offers and/or agreements are based on the information provided by the Other Party at the time the offer and/or agreement was made. The Other Party will ensure that all information that FFI indicates is necessary or that the Other Party reasonably understands or ought to understand is necessary for the performance of the agreement is made available to FFI in good time and in the desired form and manner.
• Amendments and/or additions to the agreement are only binding on FFI if they have been explicitly confirmed in writing by FFI.
• If the agreement with FFI concerns the use of the FFI TIFF Online system, the Other Party must agree to the terms of use of the TIFF Online system.

^{ARTICLE 3: PERFORMANCE OF THE AGREEMENT}

• FFI will make every effort to perform the agreement with due care. The obligations arising for FFI from any agreement are best-efforts obligations and therefore never obligations of result.
• The assignments are given exclusively to FFI. FFI will subsequently decide which person or legal entity will actually perform the agreement with the Other Party.
• During the term of the agreement, amendments and/or additions to the agreement will only be valid if they have been agreed in writing. If the amendment or addition results in additional work, FFI will, to the best of its ability, provide an estimate of the additional costs and time schedule. The Other Party will approve or reject the amendment to the agreement within a reasonable period of time, but no later than within one (1) week of receiving notice of the amendments and/or additions.
• FFI has the right to replace the person who has been deployed for the performance of the agreement by one or more other persons with qualifications that are the same as or higher than those of the person being replaced. Such a replacement will not be made until the Other Party has been consulted.

^{ARTICLE 4: DELIVERY & CANCELLATION POLICY}

• FFI determines the delivery periods for goods and/or services in the agreement to the best of its knowledge and ability. The delivery periods are guidelines and are therefore never strict deadlines for FFI, unless otherwise confirmed in writing by FFI.
• FFI is not liable for any loss resulting from failure to meet the delivery deadline.
• If reasonably possible, FFI will notify the Other Party as soon as possible if there is a risk that any deadline will be exceeded. If this situation arises, the parties will consult each other and FFI will be given a reasonable period in which to provide the desired services.
• In the event that FFI is affected by a situation of force majeure, as described in Article 10, FFI will have the right to postpone the delivery date by an appropriate period of time.
• Our products are delivered to the buyer in electronic form either by the provision of the required link, download possibility on the FFI website or by email.
• In case FFI offers material products at any point in time, delivery by a reputable carrier, regardless of shipping or insurance arrangements is guaranteed. FFI reserves the right to make shipping charges for all orders. Charges are to be advised prior to shipment. FFI is not liable for delays, loss or damage to Products after delivery to carrier.
• In case a Buyer wishes to cancel purchase due to delay, the Buyer must notify FFI and file all claims against any carrier for such delays, loss or damage to Products after delivery by FFI to carrier. All shipping dates provided by FFI are approximate.
• Apart from the above and the special cases described under Article 13, purchases are non-refundable, i.e. cannot be cancelled by the buyer.

^{ARTICLE 5: PAYMENT}

• All prices are net and are, unless explicitly agreed otherwise, in Euros (€) within the eurozone, excluding turnover tax and/or other taxes and levies imposed by the government, shipping and transport costs and travel and accommodation costs.
• Prices are different for different countries, as they are adapted according to a purchasing power index determined by FFI.
• Payments must be made in accordance with the payment terms stated in the offer or invoice respectively. If no specific conditions are stated, payment must be made within fourteen (14) days of the invoice date, being a strict deadline, unless otherwise agreed.
• Only FFI is entitled to set off outstanding debts of the Other Party against claims against the Other Party.
• If an invoice has not been paid within the stipulated payment term, the Other Party will be obliged to pay contractual interest on the outstanding amount, equal to the statutory commercial interest pursuant to Section 6:119a of the Dutch Civil Code, until the day of payment in full. If payment is not made after a first reminder, the Other Party will be obliged to pay all judicial and extrajudicial costs, amounting to at least 15% of the invoice amount. If an invoice is not paid within the payment term, FFI will be entitled to suspend its activities without being liable for the consequences.
• FFI is entitled to increase its rates with effect from 1 January (01/01) of each year if it is confronted with changes in its cost structure as a result of generally applicable government measures. FFI also reserves the right to increase the agreed prices once a year, after informing the Other Party.

^{ARTICLE 6: CONFIDENTIALITY}

• FFI and the Other Party impose on each other the obligation to observe strictest secrecy concerning all that the parties have gained knowledge of within the context of an agreement. More specifically, they will maintain confidentiality with respect to all business information and all other information, the confidential nature of which they were or ought to have been aware of.
• The parties guarantee that their employees and/or third parties engaged by them will comply with this obligation to observe confidentiality. If this requires a special nondisclosure agreement, the parties will cooperate in concluding such an agreement.

^{ARTICLE 7: PRIVACY AND DATA PROCESSING}

• In the performance of an agreement, FFI processes, whether or not via an authorised third party, personal data as referred to in the General Data Protection Regulation (GDPR). FFI hereby qualifies as ‘controller’ and as ‘processor’ within the meaning of the GDPR.
• If FFI processes personal data, it will do so in accordance with the provisions of the GDPR, all applicable legislation and regulations and the Privacy Statement and Cookie Policy of FFI. This policy can be found on the FFI website.
• FFI takes appropriate technical and organisational measures to protect the personal data of data subjects against, inter alia, loss, theft or alteration and also imposes this obligation on third parties, such as its sub-processors.
• If FFI qualifies as processor within the meaning of the GDPR, it will conclude a data processing agreement with the controller. Insight into the standard data processing agreement used for this purpose can be requested by sending an email to info@functiobalfluency.com
• If, in the context of an agreement with FFI, the Other Party qualifies as controller, the Other Party will be obliged to comply with the GDPR, all other applicable legislation and regulations and the Privacy Statement and Cookie Policy.
• If an agreement between FFI and a controller ends or is terminated, FFI will take over the role of controller. FFI will retain the personal data and will take technical and organisational measures to protect this personal data.

^{ARTICLE 8: INTELLECTUAL PROPERTY}

• All copyrights, patent rights, trade names, trademarks and other intellectual and industrial property rights relating to the products and/or creations of the mind of FFI that are contained in, inter alia, documentation, the TIFF© Online system and its updates with associated applications and the services developed by FFI that are released and/or made available to the Other Party by FFI, are vested at all times in Functional Fluency International B.V.
• The Other Party is expressly prohibited from reproducing, modifying, deleting or making unrecognisable, publicising, providing access to or operating these products and/or creations, whether or not to or by engaging third parties, without the explicit permission of FFI or for a purpose other than that for which FFI has granted a right of use.
• Rights of use granted by FFI to the Other Party for any of the aforementioned intellectual property rights will only take effect after payment by the Other Party has been made and it has fulfilled the other obligations resting on it.

^{ARTICLE 9: LIABILITY}

• FFI is not liable towards the Other Party and the persons who, by virtue of any legal relationship with the Other Party, perform the agreement or are involved in its performance, for any loss of profits, income, or contracts, or for any indirect, special or consequential loss.
• Except in the event of intent and/or gross negligence, the liability of FFI for direct loss pursuant to or in connection with this Agreement is limited at all times to €15,000, irrespective of whether this liability arises from an agreement (including any form of compensation), indemnification, unlawful act (including negligence) or otherwise.
• The Other Party indemnifies FFI against any action by third parties against FFI to the extent that this action is the result of an act or omission on the part of the Other Party and/or the persons who, by virtue of any legal relationship with the Other Party, perform the agreement or are involved in its performance, unless the act or omission is the result of FFI’s failure to comply, or failure to comply in time or properly, with its contractual obligations.
• The Other Party may only claim compensation for its loss if it has served notice of default on FFI and FFI has not proceeded to comply or remedy the unlawful situation within the set reasonable period of time. The obligation to serve notice of default is canceled if compliance or remedy is permanently impossible.

 ^{ARTICLE 10: FORCE MAJEURE}

• In case of force majeure, the obligations of the parties will be suspended. A force majeure situation exists if all or part of the performance of the agreement is prevented, temporarily or permanently, by circumstances beyond the control of the parties and/or by circumstances on the part of FFI.
• If the situation of force majeure lasts longer than sixty (60) days, both parties will be entitled to terminate the agreement in writing in respect of that part of it which has not yet been performed, without either party being obliged to pay the other party any form of compensation.
• If, when a circumstance of force majeure arises, FFI has already partially performed its obligations or is only able to perform its obligations partially, it will be entitled to invoice separately the part already performed or which it is able to perform and the Other Party will be obliged to pay this invoice.

^{ARTICLE 11: AMENDMENTS}

FFI reserves the right to amend its General Terms and Conditions. At the time of the amendment, the new policy will automatically be in force and replace the previous version. Since amendments may be made, FFI advises all parties that come into contact with the products and/or services of FFI to regularly review these General Terms and Conditions. These General Terms and Conditions were last amended on March 22, 2022.

^{ARTICLE 12: DISPUTES}

• The legal relationship between FFI and the Other Party is governed exclusively by Dutch law. Disputes will be settled by the competent court in the district in which FFI has its registered office.
• If a translation of these General Terms and Conditions has been sent to the Other Party, the English text will prevail.

II - SPECIAL SECTION - COURSES AND/OR TRAINING PROGRAMS

The agreement between FFI and the Other Party to provide courses or training programs is, in addition to Articles 1 to 12 of the General Section, subject to Article 13 of this Special Section II of these General Terms and Conditions.

^{ARTICLE 13: PERFORMANCE OF THE WORK}

• FFI has the right to combine courses, training programs or events it provides with one or more other courses or training programs, or to schedule them for a later date or time if FFI is of the opinion that the number of persons signed up by the Other Party gives reason to do so.
• FFI is entitled to change the scheduled dates for courses, training programs or events up to seven (7) days before the relevant date, provided that it informs the Other Party in good time.
• If the Other Party or an employee of the Other Party cancels the course, training program, or event the costs will be reimbursed as follows: I. In the event of cancellation more than thirty (30) days before the start of the course, training program or event, administration costs of €125 will be charged; II. In the event of cancellation within thirty (30) days before the start of the course, training program or event, 50% of the costs of the course, training program or event will be charged; III. In case of cancellation within five (5) days before the start of the course, training program or event, 80% of the costs of the course, training program or event will be charged; IV. In case of cancellation within 24 hours before the start of the course, training program or event, after the start of the course, training program or event, or in case of nonappearance without cancellation, the full fee of the course, training program or event will be charged.
• Contrary to the provisions of the third paragraph, in the event of cancellation of a tailor-made course, training program or event, the Other Party must pay FFI the reasonable costs for its development.

III - SPECIAL SECTION - PURCHASE OF PRODUCTS

The agreement between FFI and the Other Party to purchase TIFF questionnaires,  memberships and online tools hereinafter jointly referred to as the 'Products', is subject to Articles 1 to 12 of the General Section as well as Articles 14 and 15 of this Special Section III of these General Terms and Conditions.

^{ARTICLE 14: PURCHASE OF PRODUCTS}

• The products can be purchased by the Other Party from FFI at prices and under payment conditions set by FFI.
• The TIFF questionnaires, membership and online tools content will be made available online to the Other Party within two (2) working day after a request has been made.