General Terms and Conditions for Online Professional Education
11 July 2017
Wageningen University – Commercial Register no. 09215846
Stichting Wageningen Research – Commercial Register no. 0909810
General Terms and Conditions for Online Professional Education of Wageningen University & Research. These General Terms and Conditions are filed at the Central Gelderland Chamber of Commerce in Arnhem.
Wageningen University & Research (WUR): a collaboration between Wageningen University and Stichting Wageningen Research. In these General Conditions the name “WUR” includes these legal entities either individually or jointly.
Consumer: a Customer that is not acting in the course of a trade or profession.
Customer: a party that concluded an Agreement with WUR.
Online Course: a standard online course offered by WUR, for which participants can register on an individual basis.
Participant: a Customer, being a natural person, that has been registered to participate in an Online Course.
Agreement: an agreement, including a Distance Agreement, whereby WUR undertakes to provide a Customer with one or more Online Courses.
Distance Agreement: an Agreement concluded with Consumer by electronic or telephonic means.
These General Terms and Conditions shall apply to all Agreements entered into with WUR.
These General Terms and Conditions shall be made available to Customer prior to registration through a hyperlink to a pdf form in such a way that these may be stored simply on a durable data carrier by Customer and, as a result, be accessed at a later time. If not reasonably possible, WUR shall, before the Agreement is entered into, indicate where these General Terms and Conditions may be viewed electronically, and, upon request, transmit the General Terms and Conditions to Customer by other means (paper) at no cost to Customer.
By entering into an Agreement with WUR, Customer accepts the applicability of these General Terms and Conditions. WUR expressly rejects the applicability of any general terms and conditions of Customer, however defined.
If any provision of these General Terms and Conditions conflicts, in whole or in part, with a provision of any law, or is held to be invalid or unenforceable, the remaining provisions shall not be affected or impaired thereby and shall remain in full force and effect.
In the event of conflict between these General Terms and Conditions and the Agreement, the Agreement shall prevail.
Unless otherwise agreed in writing, these General Terms and Conditions may be amended by WUR at any time and at its own discretion. Any amendments to these General Terms and Conditions shall be published no less than ten (10) calendar days prior to their entry into force. Publication shall be effected by personal notice or by means of a general notice on the website.
Application, registration and agreement
Application for registration to participate in an Online Course must be done no later than until one week before the start of the Online Course as indicated on the website:
a. by e-mailing the digital registration form provided by WUR;
b. by filling in the registration form on the website; or
c. by contacting WUR by telephone.
Applications for registration to participate in an Online Course will be treated in order of their receipt. If the maximum number of Participants has been reached for a specific Online Course, WUR may reject further applications for that Online Course.
The applicant for an Online Course will only be allowed to participate in the Online Course after it has been established by WUR that the admission requirements, including level of knowledge, insight and skills, have been met and after payment has been received by WUR.
The input of the applicant on the submitted registration form is fixed and decisive for admission. Any expense or risk incurred as a result of input errors made in submitting the registration shall be borne by Customer. The version of the Agreement stored by WUR shall
be evidence thereof, in the instance of evidence to the contrary from Customer.
WUR may – to the extent permitted by law –determine if Customer will be able to meet its payment obligations. WUR may also assess all those facts and factors it deems important for the conclusion of an Agreement. If, following the assessment, WUR has reasons for not entering into the Agreement, it shall have the right to reject an application or registration or attach special conditions to the performance of the Agreement. In the event of special conditions, an Agreement shall only be established if Customer accepts these special conditions.
The Agreement is entered into as soon as WUR confirms the registration in writing to the Participant. This confirmation also serves as proof of registration for the Online Course for which the Participant is registered.
Execution of the Agreement
WUR shall at its own discretion have the right to:
a. make (interim) changes to the programme of an Online Course if such change would, at WUR’s discretion, benefit the quality of the Online Course;
b. replace programme Online Course lecturers, if the lecturer is prevented from carrying out his or her duties;
c. change the date and time of an Online Course;
d. cancel an Online Course due to insufficient Participants, in which case registered Participants will be notified, their obligations will elapse and, to the extent applicable, payments will be refunded; and
e. refuse enrolments for an existing Online Course, if the maximum number of registrations has been reached or if an Online Course is cancelled.
The Participant is entitled access to the online learning environment during the period of the Online Course to which it is admitted and for a fixed term thereafter, with a maximum of one year in total. The online learning environment is connected to a specific Participant and may not be used by, or transferred to any other person.
The Participant is entitled to guidance during the period of the Online Course to which it is admitted, as specified on the website of the Online Course.
The Participant is entitled to proof of participation, provided that the Participant actively participated in the Online Course, which includes at least actively using the online learning environment and successfully performing the tasks and/or tests. The assessment of the participation can have various forms.
In case of examination, the Participant shall be entitled to retake a test. A first retake is at no additional cost to the Participant. Any further retest, to the extent permitted, may be subject to additional payment.
The Participant is solely responsible for meeting the requirements for the Online Course, including hardware and software requirements necessary for participating in the Online Course.
Price and Payment
The price for the Online Course is specified on the website of the Online Course.
Notwithstanding clause 3.3, payment for the Online Course must be made prior to the start of the Online Course in the manner(s) specified on the website of the Online Course and/or in the registration form. Payment must be made in full in Euros. Payment in instalments is not accepted. Participants who have registered for an Online Course shall receive an invoice from WUR to the provided billing address.
All costs associated with foreign bank transactions shall be borne by Customer.
Payment must be made within 14 calendar days following the billing date. After expiry of the payment period, WUR shall have the right to charge any resulting statutory (commercial) interest due to Customer as well as any extrajudicial costs, including costs of legal assistance that WUR incurs or may incur as a result of having to enforce its claim.
If Customer deems WUR's delivery of the Online Course to be defective, Customer is not relieved of its payment obligation under the Agreement. Customer is not entitled to offset the payment
owed against any alleged counterclaims against WUR.
Intellectual Property Rights
All intellectual property rights, including copyrights, relating to the educational materials provided by WUR shall exclusively vest in WUR and/or the authors of the materials.
The intellectual property rights relating to the (organisation and content of the) Online Course and other products and services delivered by WUR to Customer, shall exclusively vest in WUR.
Without the prior written consent of WUR, Customer shall be prohibited from reproducing, in whole or in part, disclosing or making available to third parties any materials provided in relation to an Online Course.
WUR will take the utmost care in providing its Online Course. WUR shall only be liable for damages incurred by Customer where these damages are the direct result of a material shortcoming attributable to WUR.
WUR's total liability for damages incurred by Customer arising from or relating to the Agreement, shall be limited to direct damages with a maximum of the total fees paid by Customer. This limitation shall not apply if and to the extent that the damage is caused by an intentional or reckless act of WUR.
Any claim for damages against employees and other persons hired by WUR is excluded. Employees and other persons hired by WUR may at all times use the provisions outlined in this third party clause to their benefit.
If, as a result of force majeure, Participant is unable to participate in the Online Course for which he or she or registered, Participant must contact WUR immediately. By force majeure, the following is meant: serious illness, compelling personal circumstances, or extreme weather and acts of nature. Not meeting the hardware and software requirements necessary for participating in the Online Course does in any event not constitute a force majeure event.
In the event of force majeure, WUR will not issue a refund. If, as a result of force majeure, Participant is unable to participate in his or her desired course, the Participant:
a. may participate in the next Online Course at no additional cost to Participant; or
b. may participate in a different Online Course offered at a similar price. If the other Online Course is more expensive, an invoice for the additional price will be sent to Participant.
Participant may only rely on the provisions of this clause if it contacts WUR immediately. Should Participant fail to contact WUR, Participant shall lose the right to make use of one of the options referred to in this clause and Participant’s non-participation in the Online Course on the date this Online Course is to take place and for which Participant was registered shall be classed as a cancellation. In this event, the provisions set out in Article 9 apply.
Cancellation and Termination
Cancellation of an Agreement may only be effected by means of written notice (by post or e-mail) to WUR's address. The cancellation date is the postmarked date or the date stamped in the e-mail. If Participant cancels more than four (4) weeks before the start of the Online Course, no fees or costs shall be due. If cancellation occurs less than four (4) weeks prior to the start of the Online Course, 50% of the fees for the Online Course shall be immediately payable as a cancellation fee. If cancellation occurs less than two (2) weeks prior to the start of the Online Course, the Online Course fee shall be due in full. The cancellation fees must be paid immediately after receipt of the invoice.
Without prejudice to other rights, either party is entitled to terminate the Agreement with immediate effect by written notice if the other party, also after elapse of a reasonable period being given in a written notice of default, attributably fails to perform any of its essential obligations arising from the Agreement.
Either party may terminate the Agreement with immediate effect by means of a registered letter in the following events:
a. if the other party has declared bankruptcy or for whom a receivership has been granted or a motion for receivership filed;
b. if the other party's business is wound up or shut down.
Right of Withdrawal
A Consumer shall have the right to terminate a Distance Agreement within 14 days after entering into the Distance Agreement without providing a reason by means of a written notice to be received by WUR within the 14 days term.
In the event of termination of the Distance Agreement under clause 10.1, Consumer must at its own expense return to WUR, as soon as possible, any educational materials that were provided during the Online Course.
Clause 10.1 shall not apply if and to the extent that the Distance Agreement covers:
a. the provision of services for which, with Consumer's consent, performance has begun within the withdrawal period specified in clause 10.1;
b. goods produced in accordance with Consumer specifications;
c. goods that are clearly personal in nature;
d. goods which cannot be returned due to their nature;
e. goods that quickly become obsolete;
f. sealed software for which Consumer has broken the seal;
g. periodicals, including newsletters, short reports, newspapers and magazines;
h. the provision of digital content which is not supplied on a tangible device, the supply of which has commenced, with the express consent of Consumer, before the withdrawal period has expired, and Consumer acknowledged that he or she thereby loses its right of withdrawal.
The right of withdrawal under clause 10.1 shall elapse following commencement of the Online Course. The Online Course shall in any event be considered commenced when access is provided to the online learning environment.
Complaints about the implementation of the Agreement must be submitted to WUR within a reasonable time after Customer has discovered the defects, but no later than 21 days following such discovery. These complaints must be complete and clearly defined. In the absence of a properly defined complaint, any claim against WUR regarding defects in the execution of the Agreement shall expire.
Complaints will be responded to within 14 days from the date of receipt. If it appears that a complaint requires a longer processing time, WUR shall, within a period of 14 business days, respond with an acknowledgment of receipt and an indication as to when Customer may expect a more detailed answer.
All Agreements entered into are governed by Dutch law.
All disputes arising from or relating to the Agreement shall be settled by the competent court in Arnhem.
These General Terms and Conditions are only available in English. On request, an informal translation into Dutch may be provided. In that case, if the English General Terms and Conditions show discrepancies with the Dutch version, the English version is decisive.