GENERAL TERMS AND CONDITIONS​

TSS-Learning B.V.

Laarakkerweg 8 | 5061 JR Oisterwijk | The Netherlands

Article 1 – Definitions

In these General Terms and Conditions, the following definitions apply:​

  1. TSS Learning: TSS Learning B.V., established in​ Oisterwijk, registered with the Dutch Chamber of Commerce under number  90412818.
  2. Customer: the natural person or legal entity that enters into an Agreement with TSS Learning.
  3. Consumer: the Customer who is a natural person and does not act in the course of a profession or business.
  4. Business Customer: the Customer who acts in the course of a profession or business.
  5. Participant: the natural person who actually participates in a training, course, workshop, assessment, examination and/or e-learning.
  6. Services: all services and products offered by TSS Learning, online or offline, including but not limited to training programmes, courses, workshops, assessments, e-learning, certification and related services.
  7. Online Environment: the digital learning environments, portals and/or platforms of TSS Learning and/or third parties engaged by TSS Learning.
  8. Agreement: any agreement between TSS Learning and the Customer relating to the Services.
  9. In Writing: by letter, e-mail and/or electronic communication, insofar as reasonably verifiable.
  10. Force Majeure: any circumstance beyond the control of TSS Learning that temporarily or permanently prevents performance, including but not limited to illness, pandemics, system failures, cyber incidents, strikes and government measures.

Article 2 – Applicability​

  1. These General Terms and Conditions apply to all offers, quotations, orders, Agreements and deliveries of TSS Learning.
  2. Deviations from these General Terms and Conditions are only valid if agreed In Writing.
  3. Any purchasing or other conditions of the Customer are expressly excluded, unless expressly accepted In Writing by TSS Learning.
  4. If an Agreement has once been concluded under the applicability of these General Terms and Conditions, the Customer shall be deemed to have agreed to their applicability to subsequent Agreements as well.

Article 3 – Offers and formation of the Agreement

  1. All offers and quotations of TSS Learning are non-binding, unless expressly stated otherwise.
  2. An Agreement is concluded as soon as TSS Learning confirms the order In Writing or electronically, starts the performance of the Services, or an online order has been completed.
  3. Obvious mistakes or errors in an offer do not bind TSS Learning.
  4. Amendments to an Agreement are only binding after written confirmation by TSS Learning.

Article 4 – Performance of the Agreement

  1. TSS Learning shall perform the Agreement to the best of its knowledge and ability.
  2. TSS Learning determines the didactic and organisational design of the Services.
  3. TSS Learning is entitled to engage third parties in the performance of the Services.
  4. Stated start dates, durations and deadlines are indicative and do not constitute strict deadlines.
  5. TSS Learning may implement reasonable organisational changes, provided that the purpose and level of the Service remain unchanged.

Article 5 – Certification, assessment and normative framework

  1. TSS Learning provides training and assessment programmes that may result in a certificate issued by TSS Learning. These certificates are issued by TSS Learning itself and are based on the requirements, principles and safety objectives laid down in relevant NEN standards and/or other applicable normative frameworks, including but not limited to NEN 9140 and related standards.
  2. TSS Learning is not a statutory or officially recognised certification body and does not act on behalf of any supervisory authority, industry organisation or accreditation body. Certificates issued by TSS Learning are intended as evidence of demonstrable knowledge and/or skills at the time of assessment.
  3. The assessment criteria applied by TSS Learning constitute an educational and practical translation of normative requirements into assessable learning objectives and assessment formats. This translation reflects an interpretation of the standards and may differ from interpretations applied by third parties.
  4. Assessment and certification are based on one or more of the following components, depending on the level, nature of the training and applicable normative framework: 
    a. a theoretical assessment conducted under supervision, including physical presence with identity verification and/or proctored online testing; 
    b. where relevant, a practical assessment or practical examination conducted under supervision and assessed against predefined assessment criteria.​
  5. The certificate solely confirms that the Participant met the applicable assessment criteria at the time of assessment. The certificate does not guarantee permanent competence, correct application in practice, or acceptance or recognition by inspectors, regulators, authorities, clients or other third parties.
  6. Responsibility for compliance with laws and regulations, correct application of standards and guidelines in practice, supervision of work activities and periodic reassessment or recertification always rests with the Customer and/or its organisation.
  7. TSS Learning shall not be liable for any damage, sanctions, claims or other consequences arising from the use of certificates in practice or from differing interpretations of normative requirements by third parties, insofar as permitted by law.

Article 6 – Obligations of the Customer and Participant

  1. The Customer shall ensure that all information reasonably required by TSS Learning for the performance of the Agreement is provided in a timely, complete and accurate manner.
  2. TSS Learning is entitled to suspend performance as long as the Customer fails to meet its obligations and may charge reasonable costs resulting therefrom.
  3. The Customer warrants that any data or materials provided do not infringe third-party rights and indemnifies TSS Learning against third-party claims in this respect.
  4. Participants must comply with reasonable safety and behavioural instructions. In the event of serious misconduct or safety risks, TSS Learning may exclude participation without refund, insofar as permitted by law.
  5. The Customer and Participant are responsible for adequate equipment, internet connectivity and other conditions required for online participation.​
  6. ​

Article 7 – E-learning, accounts and online access

  1. Access to the Online Environment is personal and may not be shared, unless expressly agreed otherwise.
  2. TSS Learning may block access in case of (suspected) misuse, fraud or unauthorised sharing.
  3. TSS Learning strives for good availability but does not guarantee uninterrupted access. Temporary interruptions do not entitle the Customer to compensation or termination.
  4. Access to e-learning is granted for the agreed duration or access period.​
  5. ​

Article 8 – Data processing and privacy (GDPR)

  1. TSS Learning processes personal data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR).
  2. Personal data are processed for the performance of the Agreement, administration, invoicing and learning-related communication.
  3. The Customer is responsible for the accuracy of data entered and for internal access management within its organisation.
  4. If and insofar as TSS Learning qualifies as a processor under the GDPR, the parties shall conclude a data processing agreement where required.
  5. The privacy policy of TSS Learning is available at www.tss-learning.nl

Article 9 – Confidentiality

  1. The parties shall observe confidentiality with respect to confidential information obtained in the context of the Agreement.
  2. The confidentiality obligation does not apply where disclosure is required by law or a court order.
  3. TSS Learning may refer to assignments in general terms as references, unless the Customer reasonably objects In Writing.

Article 10 – Intellectual property

  1. All intellectual property rights relating to materials developed or made available by TSS Learning vest in TSS Learning and/or its licensors.
  2. The Customer and Participant acquire only a non-exclusive, non-transferable right of use for their own purposes within the scope of the Agreement.
  3. Materials may not be copied, shared or commercially exploited without prior written consent from TSS Learning.
    TSS Learning remains entitled to reuse its general know-how, methods and methodologies.​

Article 11 – Prices, payment and collection

  1. All prices are exclusive of VAT, unless stated otherwise.
  2. TSS Learning may implement reasonable price adjustments in the event of cost increases or changes in legislation.
  3. Invoices must be paid within 21 days, unless agreed otherwise.
  4. In the event of late payment, statutory interest and collection costs shall be due in accordance with applicable law.
    Set-off or suspension of payment is not permitted, except where mandatory law provides otherwise.​

Article 12 – Right of withdrawal (Consumers)

  1. In the case of distance contracts, Consumers have a statutory right of withdrawal, unless a statutory exception applies.
  2. For digital content, the right of withdrawal may lapse once the statutory conditions have been met.

Article 13 – Cancellation by the Customer

  1. Cancellation must be made In Writing.
  2. or scheduled training programmes, the following conditions apply: 
    • up to 4 weeks before start: free of charge;​
    • between 4 and 1 week before start: 50%; 
    • within 1 week before start or no-show: 100%.
  3. Replacement of a Participant is permitted if timely notified.
  4. For customised programmes and development work, incurred costs may be charged in full.

Article 14 – Cancellation or modification by TSS Learning

  1. TSS Learning may cancel or reschedule Services due to compelling circumstances.
  2. In such cases, TSS Learning will offer an alternative or refund the non-delivered part.
  3. TSS Learning is not liable for consequential damage resulting from cancellation or rescheduling.

Article 15 – Complaints

  1. Complaints must be submitted In Writing within 14 days after discovery.
  2. Complaints do not suspend payment obligations.
  3. TSS Learning aims to handle complaints within 14 working days.

Article 16 – Liability and use of standards

  1. TSS Learning performs the Services with due care and in accordance with current professional knowledge and applicable standards.
  2. TSS Learning is not liable for damage resulting from incorrect application or interpretation of knowledge, guidelines or standards by the Customer or Participant.
  3. Responsibility for compliance with laws and regulations rests with the Customer.
  4. If liability cannot be excluded, it is limited to the amount paid by the insurer or, failing that, to the invoice amount with a maximum of EUR 100,000 per event.
  5. Indirect or consequential damage is excluded, insofar as permitted by law.​
  6. ​

Article 17 – Force Majeure

  1. In the event of Force Majeure, TSS Learning may suspend its obligations.
  2. If Force Majeure lasts longer than three months, either party may terminate the Agreement without liability, subject to payment for services already performed.

Article 18 – Suspension and termination

  1. TSS Learning may suspend or terminate the Agreement in the event of default or insolvency of the Customer.
  2. TSS Learning may exercise a right of retention where legally permitted.

Article 19 – Governing law and competent court

  1. All Agreements are governed by Dutch law.
  2. Disputes shall be submitted to the competent court in the district of Midden-Nederland, unless mandatory law provides otherwise.

Article 20 – Final provisions

  1. If any provision is void or voidable, the remaining provisions shall remain in full force and effect.
  2. TSS Learning may amend these General Terms and Conditions; the most recent version will be published on the website.

Disclaimer

The Services of TSS Learning are educational in nature. The application of information, guidelines and standards in practice is entirely the responsibility of the Customer and/or Participant. TSS Learning accepts no liability for damage resulting from incorrect application or interpretation, insofar as permitted by law.