Terms of Use

Article 1 General Information

This website is owned and maintained by Development Lab B.V. (hereinafter referred to as “DeLab” or DeLab Website”). DeLab is represented by its CEO Sara Sitton.

By using DeLab Website, you agree to be legally bound by the Terms of Use as specified herein. If you do not accept to these Terms of Use, please do not use this website. It is recommended to store a copy of these Terms of Use in your files. Please also see our Data Privacy Statement.

DeLab invites you to access and explore the website. Our website uses cookies to ease, enable and improve the service provided by our website. A cookie is a small file that is sent form our website and stored by the browser of your computer or other used electronic device to visit our website. The information contained in the cookie can be sent back to our IT system on a subsequent visit and by this helps us to improve our service. You can accept or decline such cookies. If you don’t like that we place a cookie on your computer you can block this manually. In the event you reject cookies, you may not be able to fully experience the features of DeLab Website.

You are allowed to access the website as our customer. We reserve us the right to update our website from time to time including our Data Privacy Statement and our Terms of Use. If we do so we will usually notify you via e-mail, if you provided us prior to such update with your e-mail address, however we are not obliged to do so. Such e-mails are only provided as a voluntary and courtesy service, from which you would not be able to derive any claims if such the communication had not been sent. It is important that you review our Terms of Use on a regular basis to ensure you are always up to date as to any changes.

DeLab does not guarantee that the website, or any content on it, will always be available. DeLab may in its own discretion suspend, withdraw or restrict the availability of all or any part of the website for business or  any other reason..

By accessing and/or using the DeLab Website you agree to comply with all applicable laws in your use of our website and you will not use the DeLab Website for any unlawful or illegal purpose.

Article 2 Definitions

As used herein, the following terms in upper case letters shall have the following meanings, whereby words in the singular shall include the plural, and words in the plural shall include the singular. Furthermore, words importing the whole shall be treated as including a reference to any part thereof, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation”:

a.)       “Assignment” means the assignment given by the Client to Contractor for the provision of learning services for which an offer is drawn up separately including a quotation for such learning services and the finally agreed Courses between the Parties or on which matter a Service Agreement is entered into between Parties.

b.)      “Client” means any natural or legal person or entity negotiating a learning service or Service Agreement with Contractor on granting of an Assignment to perform certain learning services on behalf of said person or entity.

c.)       “Confidential Information” means any and all business, scientific, financial and technical information in tangible or intangible form made available directly or indirectly by one Party to the other Party in writing or other form including without being limited to electronic, visual, oral or graphic form, which is designated as confidential or which by virtue of its character or the circumstances or manner of its disclosure or generation is evidently of a confidential nature.
There is no requirement to mark information as “Confidential” when exchanged between Parties, but this is a recommended best practice. Notwithstanding the foregoing, if such recommended best practice is not complied with by a Party this does not alter the confidential nature of the disclosed Confidential Information in any way.

d.)      “Contractor” means Development Lab B.V.

e.)       “Customer” means the person visiting DeLab Website.

f.)        “Customized Training Course” means a training course that is either an adaptation of a Standard Training Course to Client’s needs or a training course that has been developed solely for the Client. Said training course may contain some elements of a Standard Training Course or not. The Customized Training Course may be a purely online learning pathway, a blended learning program of virtual instructions or face to face training or any other training course.

g.)       “Effective Date” means the calendar date on which the Assignment is concluded between the Parties.

h.)      “Individual Training Course” means a training course under which Contractor counsels an individual by giving certain guidance, coaching or mentoring. It can be a purely online counseling or a blended program of virtual counseling or face to face counseling.

i.)        “Intellectual Property Right” or “IP Right” means trade secrets, know-how, copyrights, invention (whether patentable or not), patents, patent applications, including all continuations, continuations-in-part, extensions, divisions and reissues on any of the foregoing

j.)        “Party” means Client or Contractor as the case may be.

k.)       Parties means Client and Contractor jointly.

l.)        “Service Agreement” is any separate agreement concluded between Parties for the provision of learning services.

m.)    “Standard Training Course” means existing standard training courses, which are part of Contractor’s standard portfolio including a purely online learning pathway, a blended learning program of virtual instructions or face to face training or any other training course.

Article 3 Applicability

a.)       These Terms of Use apply to the visit of the website, all offers from Contractor, as well as all between the Parties agreed Assignments and the resulting Standard Training Course, the Customized Training Course or Individual Training Course (hereinafter referred to as “Courses”) regardless if such Assignment was accepted subsequently of an offer and its acceptance or a between Contractor and Clients signed Service Agreement. In the event of a conflict between these Terms of Use and an executed Service Agreement the latter shall prevail.

b.)       Deviations from these terms and conditions will only be binding if and to the extent they are confirmed in writing by Contractor.

c.)       Application of any terms of use including purchasing terms and conditions or any other terms and conditions of the Client is expressly excluded.

Article 4 Collaboration between Contractor and Client

a.)       The Parties agree that in order to make the Courses under an Assignment as efficient as possible it is essential that Client provides to Contractor all necessary information including Confidential Information to ensure that the learning services given by Contractor is as successful as possible, although Contractor cannot give any guarantee for a successful outcome of the learning services.

As the Contractor has to rely on the information including Confidential Information that is provided by Client, Client shall provide and guarantees that to the best of his knowledge he shall provide all aforementioned necessary information. Contractor shall base the learning services on the provided information and perform such services to the best of his knowledge and ability, and in accordance with the usual standards applicable in this business area, however without being liable for any success or damage of whatever nature as a result of Contractor’s reliance on incorrect and/or incomplete information provided by Client, unless such incorrect or incomplete information was obvious.

In the event, that during the performance of the Assignment it becomes apparent that the training sessions and their planned results become questionable, Contractor will, in consultation with Client - or vice versa - strive to adapt the original Assignment.

b.)      If and insofar as required for the proper execution of the Assignment, the Contractor is entitled to have certain work carried out by third parties.

c.)       In case that the necessary information for the agreed Assignment is not made available on time or not at all by the Client or not in accordance with the agreements, Contractor has the right to terminate the Assignment with immediate effect.

d.)      In order to ensure that the Assignment proceeds well and on schedule as far as possible, the Client shall procure that his employees have the necessary skills and experience to participate in the learning sessions and are available in a timely manner to the Courses, unless this does not follow from the nature of the Assignment.

e.)       In the event that due to Client’s failure either by not providing the necessary personnel, facility or the requested necessary aforementioned information or by failure to do so correctly and/or in a timely manner and if such behavior by Client leads to additional costs for Contractor, these costs shall be borne by Client.

f.)        If during an Assignment Client requests modification to the Course including their contents, structures and time lines, Contractor and Client will discuss such request in good faith and Contractor in consultation with the Client will agree to such changes wherever possible. In case such changes lead to additional cost, these costs shall be borne by Client.

g.)       If a rearrangement of an Assignment by Client and/or Customer is necessary for an important reason the Parties will discuss in good faith such issue and will mutually agree on a solution for such problem.

Article 5 Offers

a.)       Contractor shall not be bound by an offer or bid including quotations contained therein in the event that Client can reasonably understand or recognize that the offer or bid or parts thereof contains a clear mistake or clerical error. Offers or bids made by the Contractor should contain wherever possible a rough scheme of the Courses offered in line with the request made by Client or his invitation to bid.

b.)      A compiled offer or bid does not commit the Contractor to perform part of the offer or bid for an equivalent part of the price quoted, even if for such part a price is separately disclosed.

c.)       Any former offers or bids do not apply to future Assignments, unless the Parties have agreed otherwise in writing.

d.)      All costs and payments stated in an offer, bid, these Terms of Use or the Service Agreement are exclusive of any value-added tax (“VAT”), if applicable it will be charged in addition.

e.)       Costs specified in offers or bids are always non-binding unless they become part of a concluded Assignment according to Article 6.

Article 6 Creation of Assignment

The Assignment is concluded by:

a.)       signing of the offer by the Client; or

b.)      by signing of the written confirmation of Contractor by the Client; or

c.)       through written confirmation by Contractor of the Client's notification of the Assignment by telephone, e-mail or courier; or

d.)      by negotiating and concluding a Service Agreement.

Article 7 Confidentiality

a.)       According to this Terms of Use the Parties undertake for the term of the Assignment and thereafter, with regard to Confidential Information which one Party receives or has already received directly or indirectly from the other Party, (i) to keep it strictly confidential and not to make it available to any third party, even under any agreement; (ii) to use Confidential Information only for the purpose of the Assignment and not to use it for any purpose whatsoever; (iii) to make it available only to those employees who need to have access to such information; or (iv) not to exploit Confidential Information commercially including acquiring any intellectual property rights.

b.)      The undertaking of Article 7 (a) shall not apply to such Confidential Information, which can be shown by the receiving Party: (i) to have been of public knowledge at the date of disclosure thereof by the disclosing Party; (ii) to have already been in the possession of the receiving Party without any restriction on disclosure or use at the time of receipt from the disclosing Party; (iii) to have become of public knowledge after such disclosure by the disclosing Party through no default of the receiving Party; or (iv) to have become legally available to the receiving Party from any third party without restriction on disclosure or use, provided that such third party shall not have obtained such Confidential Information directly or indirectly from the disclosing Party.

Furthermore the undertaking of Article 7 (a) shall not apply, if a Party is obliged to disclose Confidential Information of the disclosing Party to a governmental authority or a court of competent jurisdiction to the extent requested by applicable law, regulation or court order, provided such disclosure is subject to all applicable governmental or judicial protection available for like information, and, as far as legally possible, reasonable advance notice is given to the disclosing Party in order to allow it to seek the appropriate confidential treatment. Notwithstanding the foregoing, the Confidential Information disclosed pursuant to this exemption shall remain confidential in nature.

c.)       Upon the written request of the disclosing Party, original and copies of Confidential Information in writing or other tangible form shall be returned to the disclosing Party or destroyed by the receiving Party without delay. One copy of each document may be retained in the custody of the receiving Party solely to provide a record of what disclosures were made. If the disclosing Party has requested the destruction of original of Confidential Information disclosed to the receiving Party under the Assignment, and copies thereof, the receiving Party shall upon completion of the requested destruction promptly send a written notice to the disclosing Party confirming the destruction of such original and copies according to the provisions of this Article 7 (c).

d.)      Contractor is authorized or entitled to use the name of the Client as a reference, except the Parties have agreed otherwise in writing.

Article 8 Intellectual Property

a.)       The Parties agree that any Intellectual Property Right of a Party remains the property of said Party, except the Parties have agreed otherwise in writing. During the term of an Assignment either Party will grant the necessary rights to the other Party to carry out the Assignment.

b.)       The IP Right on any materials compiled for, used by or prepared by Contractor for the purpose of carrying out the Assignment exclusively belongs to Contractor, but the Client does have the right to use these materials solely within its own organization and to multiply it for that purpose, provided however that this is not done with the intention or the effect of competing in any way with Contractor. For the avoidance of doubt this means that the Client is not entitled to use said materials to provide lessons itself or to have them provided by third parties, both internally and externally.

c.)       Furthermore, Contractor retains the right to use the knowledge gained through the performance of work under an Assignment on behalf of the Client for other purposes, except that no Confidential Information of Client can be used by Contractor.

d.)       In the event, that the Client instructs the Contractor by means of an Assignment to develop material specifically for Client, Contractor may, in consultation with the Client, transfer the Intellectual Property Rights to that specifically developed material to the Client. However, the Contractor is never obliged to do so.

Article 9 Compensation

The compensation (agreed fees/costs) for the Courses given by Contractor shall pay by Client within thirty (30) days after receipt of a written invoice by Contractor. All payment must be made to the bank account of DeLab as outlined on the invoice or any other bank account, which shall be indicated in writing by Contractor to Client after conclusion of the Assignment.

Any amounts not paid by Client when due under these Terms of Use shall be subject to interest from and including the date payment is due through and including the date upon which Client makes a wire transfer of immediately available funds into an account designated by Contractor at a rate of interest that is calculated on a daily basis and compounded annually at a variable rate that is then calculated as the actual European Short Term Euro Rate (€STR) rate plus margin of 6% (six percent) per annum. If such failure continues for ten (10) days after written notice thereof, Client shall be deemed to be in material breach of these Terms of Use and Contractor may terminate the Assignment promptly in whole or in part, in accordance with Article 10.

In addition, if payment by the Client is delayed, Client shall be obliged to compensate Contractor for all extra judicial collection costs reasonably incurred in and out of court at any time including, but not limited to, any lawyer costs.

Article 10 Term and Termination of the Assignment

a.)       An Assignment shall enter into force as of the Effective Date and shall continue until the agreed completion time of the Courses, unless the Parties have agreed otherwise in writing.

b.)      Without affecting any other right or remedy available to it, either Party may terminate the Assignment at any time by written notice to the other Party: (i) if the other Party materially breaches any of its obligations under the Assignment, and such breach is irremediable or (if such breach is remediable) is not remedied within thirty (30) calendar days of the non-breaching Party giving written notice to the other, which notice shall explicitly refer to this Article, clearly stating the details of the breach and requiring such breach to be remedied; or (ii) if the other Party becomes bankrupt, is unable to pay its debts as they fall due, is subject to any insolvency or liquidation proceedings, or ceases to carry on business.

c.)       In the event, that Contractor has terminated the Assignment because of material breach or bankruptcy Client shall promptly return any of training materials, which have not been fully paid-up and all other documents and/or information owned by Contractor.

d.)      Termination of the Assignment shall not affect any of the rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Assignment which existed at or before the date of termination.

Article 11 Force Majeure

Any delays in performance by either Party under these Terms of Use shall not be considered a breach of the terms if and to the extent caused by occurrences beyond the reasonable control of the Party affected, including but not limited to acts of God, - embargoes, governmental restrictions, strikes or other concerted acts of workers, fire, flood, earthquake, explosion, unforeseeable equipment failure, riots, wars, civil disorder, rebellion or sabotage. The Party suffering such occurrence shall immediately notify the other Party as soon as practicable and any time for performance hereunder shall be extended by the actual time of delay caused by the occurrence, provided that the affected party uses reasonable efforts to overcome such delay.

Article 12 Liability and Warranty

a.)       Claims for damages shall be mutually limited to willful misconduct and gross negligence. Any consequential damages including without being limited to lost business or profits, damage to goodwill or reputation and/or degradation in value of brands, trademarks, tradenames, service names or service marks, shall be excluded, except the Parties have otherwise agreed herein in writing.

b.)       With regard to data and/or information provided by Client to Contractor, Client guarantees the correctness and completeness of the data and/or information provided and indemnifies the Contractor against third parties claims regarding infringement of said third parties’ intellectual property rights. Furthermore, Client guarantees that the use of such provided data and/or information does violate applicable law, regulations, rules and/or guidelines.

c.)        In any case Contractor’s total liability shall be limited to the amount charged for the performance under an Assignment, up to the amount of the invoices over a period of three (3) months.

d.)       EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF USE, CONTRACTOR MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED WITH RESPECT TO THE ASSIGNMENT NEGOTIATED, AGREED UPON AND RENDERED.

Article 13 Governing Law

This Terms of Use and any Assignment shall be construed, and the performance thereof shall be enforced in accordance with the laws of the Netherlands excluding (i) its renvoi provisions on the conflict of laws and (ii) the United Nations Convention on Contracts for International Sale of Goods and each of the Parties submits to the exclusive jurisdiction of the competent court within the district of Brabant.

Article 14 Miscellaneous

a.)       Article headings in these Terms of Use are for convenience and do not affect its construction or interpretation.

b.)      Failure or delay on the part of either Party to these Terms of Use to exercise or enforce any such right or remedy conferred upon it under this Terms of Use shall not be deemed to be a waiver of any right or operate to bar the enforcement thereof at any time or time thereafter.

c.)       The rights and obligations under these Terms of Use shall not be assigned by either Party in total or in part, without the prior written consent of the other Party.

d.)      In the event that one or more provisions of these Terms of Use are invalid for any reason, the validity of the remaining provisions of these Terms of Use shall not be affected. The Parties agree to replace by mutual agreement such invalid provisions or any gaps in the Terms of Use that might become evident, by new, valid provisions that correspond as closely as possible to the intended purpose of these Terms of Use.

e.)       Any modifications or amendments of these Terms of Use – including this Article - require a written instrument signed by both Parties hereto.

f.)        Nothing contained in these Terms of Use shall be construed as an obligation for either Party to enter into any further agreement with each other.