General Terms and Conditions My New Behavior.com
July 5, 2023
Below you will find our General Terms and Conditions. The General Terms and Conditions apply to all offers, Agreements, and deliveries of Black Belt B.V., trading under the name My New Behavior, located at Alettta Jacobsstraat 2a, in Maassluis and registered with the Chamber of Commerce under registration number 91390206 (referred to as “MNB” hereinafter). The General Terms and Conditions are therefore applicable whenever you use or place an order through the Website. The General Terms and Conditions contain important information for you as a Customer. Please read them carefully. We also recommend saving or printing these terms so that you can review them at a later time.
ARTICLE 1. DEFINITIONS
The following terms, with an initial capital letter, are used in the general terms and conditions. The following terms have the following meaning (in both singular and plural):
1.1 Account: the personal account of the Customer that is protected by a username and password and is necessary for logging in and using the Platform.
1.2 General Terms and Conditions: these general terms and conditions, which are an integral part of the Agreement.
1.3 Consumer: the natural person who does not act in the course of a profession or business and enters into an Agreement with MNB and/or has registered on the Website.
1.4 Service(s): any activity or performance to be performed or performed by MNB under the Agreement, including but not limited to the provision of online training, e-learning, and software to support the participant’s learning process of the online training, provided by MNB via the Platform.
1.5 User: the user who can use the Service on behalf of a business customer.
1.6 Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyrights, database rights, domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.
1.7 Office Hours: the time from 09:00 to 17:00 CET on working days (Monday to Friday), excluding official Dutch holidays and days on which MNB has indicated in advance that it is closed.
1.8 Materials: all websites, (web) applications, house styles, logos, folders, brochures, leaflets, signage, advertisements, concepts, images, texts, documentation, and other intellectual creations for the training offered by MNB, as well as preparatory materials and the data carriers on which these materials are located.
1.9 Customer: the natural or legal person, whether or not acting in the course of a profession or business, with whom MNB has entered into an Agreement.
1.10 Customer Data: all data stored by the Customer or Users using the Services, or otherwise made available by the Customer to MNB in the context of the Agreement.
1.11 Agreement: agreement between MNB and Customer pursuant to which MNB will provide the Service to the Customer, and to which the General Terms and Conditions are an integral part.
1.12 Party/Parties: MNB and Customer, together or separately.
1.13 Platform: the software solution offered by MNB, accessible via the Website, and used by business or private customers to follow behavior change training.
1.14 Website: the website of MNB, accessible via the domain mynewbehavior.com or associated subdomains.
ARTICLE 2. AGREEMENT: CONCLUSION AND APPLICABILITY
2.1 The Agreement is concluded at the moment the Customer completes the digital registration process on the Website and receives a confirmation from MNB via email.
2.2 Provisions or conditions set by the Customer that deviate from or are not included in the General Terms and Conditions shall only apply to the Agreement if agreed upon in writing by the Parties.
2.3 The applicability of any purchasing or other terms and conditions of the Customer is explicitly rejected and not applicable to the Agreement.
2.4 In case of any inconsistency between different documents, the following order of precedence applies:
a. The Agreement;
b. The General Terms and Conditions.
ARTICLE 3. ACCOUNT
3.1 To access the Platform, the Customer (and any Users, if applicable) needs an Account. Upon the Customer’s request, MNB will create an Account for the Customer (and its Users) and provide login credentials (username and password). The password can be changed. The Customer is responsible for changing and selecting a sufficiently secure password.
3.2 After registration is completed, the Customer can log in to the Account and use the Platform.
3.3 The Customer must protect access to the Account through a username and password from unauthorized individuals. In particular, the Customer must keep the password strictly confidential. MNB may assume that everything done from the Customer’s Account and by its employees after logging in with the corresponding username and password is done under the supervision and control of the Customer. The Customer is liable for all such actions unless the Customer has notified MNB in writing that someone else knows the password.
3.4 In case of suspected misuse of the Account, the Customer must immediately notify MNB so that appropriate measures can be taken, and the Customer must change the (login) credentials.
3.5 The purchased license provided by the Customer is available for a specific User and is non-transferable. The license remains valid until the User cancels their account or has been inactive for more than 1 year. In such cases, the account will be automatically deactivated. This also applies to Consumers. If a User terminates their relationship with the Customer, the account will be void, and the Customer cannot claim a refund. However, if the license is assigned to a User who has not yet started their online training before leaving the Customer’s organization, the Customer may request MNB to release the license for reassignment.
ARTICLE 4. PERFORMANCE OF THE AGREEMENT
4.1 After the conclusion of the Agreement, MNB will grant access to the Services via the Platform as soon as possible.
4.2 MNB reserves the right to deliver work under the Agreement in stages, to the extent feasible based on the nature of the work.
4.3 MNB has the right to engage third parties in the performance of the Agreement. Any related costs will be borne by the Customer only if agreed upon in advance.
4.4 Unless training takes place at a designated MNB location, the Customer is responsible for providing a suitable space and the necessary facilities for the training.
4.5 Using the information provided by MNB, the Customer is responsible for assessing whether the level of participants is suitable for the training.
4.6 Unless a training is specifically developed for a particular Customer, MNB reserves the right to change the training locations or combine and merge trainings.
4.7 Cancellation of the training or absence of participants will not result in an obligation for MNB to refund the agreed-upon training fee.
4.8 Documentation and training materials are not included in the training unless otherwise agreed upon.
ARTICLE 5. USE OF THE SERVICE
5.1 The Customer guarantees that the Service will not be used for activities that violate any applicable laws or regulations. Furthermore, it is expressly prohibited (regardless of whether it is lawful or not) to offer, store, or distribute materials through the Service that:
a. contain malicious content (such as malware or other harmful software);
b. infringe upon the rights of third parties (including Intellectual Property Rights) or, in the opinion of MNB, are defamatory, libelous, offensive, discriminatory, or incite hatred;
c. constitute a breach of the privacy of third parties, including but not limited to the unauthorized or unnecessary dissemination of personal data of third parties; or
d. contain hyperlinks, torrents, or references to (locations of) materials that infringe upon copyrights or other Intellectual Property Rights.
5.2 If MNB determines that the Customer is in breach of the Agreement or the law, or receives a complaint regarding such breach, MNB will notify the Customer. If this does not lead to an acceptable solution, MNB may intervene to terminate the violation. In urgent or serious cases, MNB may intervene without prior notice. If the Customer is a Consumer, MNB may only intervene directly by removing or blocking the unlawful materials. However, in such cases, MNB’s statutory (suspension) rights remain fully applicable. However, MNB is never liable for damages in connection with the foregoing.
5.3 If, in the opinion of MNB, there is a risk of hindrance, damage, or any other danger to the functioning of the Service, particularly due to excessive data transmission, activities of viruses, Trojans, or similar software, MNB is entitled to take any measures it deems reasonably necessary to avert or prevent such danger.
5.4 MNB is always entitled to report any identified criminal offenses. Furthermore, MNB is entitled to disclose the name, address, IP address, and other identifying information of the Customer to a third party who complains about the Customer’s infringement of their rights or the General Terms and Conditions, provided that the applicable legal or jurisprudential requirements are met.
5.5 MNB will never be liable for any damages suffered by the Customer as a result of the Customer’s termination of the Service or as a result of the removal of data or provision of personal data.
5.6 Unless the Customer is a Consumer, MNB is also entitled to terminate the Agreement if it determines and judges that the Customer has violated or breached the stipulated code of conduct. If the Customer is a Consumer, MNB will allow a reasonable period for the Customer to comply with the Agreement.
ARTICLE 6. RIGHT OF WITHDRAWAL
6.1 If the Customer is a Consumer, the Customer has the right to terminate the Agreement in writing and free of charge within a period of fourteen (14) days from the moment the Agreement is concluded. The Customer can exercise the right of withdrawal by sending an unequivocal statement to MNB within the cooling-off period. The Customer can use the contact form on the Website for this purpose, but it is not mandatory.
6.2 The right of withdrawal does not apply to Agreements for the provision of Services, after the Agreement has been fully performed, if:
a. services have been commenced with the consent of the Customer before the expiration of the fourteen working days (including but not limited to the commencement and participation in online training, live labs, and worksheets);
b. goods or services whose prices are subject to fluctuations in the financial market over which the supplier has no control;
c. goods that are produced according to the Customer’s specifications or that have a clear personal character;
d. audio and video recordings and computer software whose seals have been broken by the Customer.
ARTICLE 7. AVAILABILITY, MALFUNCTION, AND MAINTENANCE
7.1 MNB has an obligation to exert reasonable efforts to achieve good and uninterrupted availability of the Services and to provide access to data stored by the Customer in connection therewith. MNB does not provide any guarantees regarding quality or availability. MNB, in turn, is dependent on its own supplier(s) for this purpose.
7.2 In case the Service is not available due to malfunctions, maintenance, or other causes, MNB will make reasonable efforts to inform the Customer about the nature and expected duration of the interruption, to the extent possible.
7.3 MNB has the right to temporarily disable its systems, networks, or parts thereof for the purpose of maintenance, adaptation, or improvement. MNB will endeavor to schedule such unavailability outside of Office Hours and make reasonable efforts to notify the Customer in advance of the planned unavailability. However, MNB is never liable for damages in connection with such unavailability.
7.4 MNB has the right to modify the Service from time to time to improve its functionality and correct errors. If a modification results in a significant change in functionality, MNB will notify the Customer of such modification in advance through the Website or via email. As the Service is provided to multiple Customers, it is not possible to exempt the Customer from a particular modification. MNB is not obliged to compensate for any damages resulting from such modifications.
ARTICLE 8. HELPDESK
8.1 MNB will provide a reasonable level of support to the Customer regarding questions about the use of the Service(s).
8.2 The support described in the previous provision is offered electronically through a helpdesk accessible via the Website or at firstname.lastname@example.org.
8.3 MNB aims to handle helpdesk requests within a reasonable period. The time required to respond to and resolve requests may vary.
ARTICLE 9. CUSTOMER DATA
9.1 Customer data stored or processed by the Customer through the Service remains the property of the Customer (or its Users). The Customer (or its Users) retains full control over the customer data at all times. MNB has a limited right to use the customer data for the provision of the Service, including future aspects thereof.
9.2 If the Customer provides information to MNB, such as feedback about an error or a suggestion for improvement, the Customer grants MNB an unlimited and perpetual right to use this information for the Service. The foregoing does not apply to information explicitly marked as confidential by MNB.
ARTICLE 10. INTELLECTUAL PROPERTY RIGHTS
10.1 The Intellectual Property Rights related to the Services and the Platform provided or made available by MNB, including the accompanying Materials, solely belong to MNB or its licensors. The Customer is granted a non-exclusive, non-transferable, and non-sub licensable right to use the Service(s) and the Materials for the duration of the Agreement and in accordance with the terms set forth in the Agreement.
10.2 The Customer is not permitted to remove or modify any indications regarding Intellectual Property Rights from the Materials. Furthermore, the Customer is explicitly prohibited from removing any markings regarding the confidential nature of the Materials.
10.3 MNB may implement technical measures to protect the Materials concerning any agreed limitations on content or duration of the right of use. The Customer is not allowed to remove or circumvent such technical measures.
10.4 The Customer is not permitted to reverse engineer or decompile the source code, except to the extent that this is expressly permitted by mandatory law.
10.5 The Customer hereby grants MNB the right to use the name of the Customer, as well as any associated logo, for promotional purposes.
10.6 Upon termination of the Agreement, the Customer shall, within two (2) weeks, remove all information related to the educational materials provided under the Agreement from all digital media in its possession, under penalty of a fine of €500 per day that MNB determines that this has not been done within the aforementioned period.
ARTICLE 11. PRICES
11.1 Unless expressly stated otherwise for a specific amount, all prices are exclusive of VAT and any other government-imposed levies. Unless indicated otherwise, all prices are quoted in US dollars (US$), and the Customer is required to make all payments in US dollars (US$).
11.2 Specific rules regarding VAT may apply when ordering a Service from MNB from a country other than the Netherlands. In many cases, under specific conditions, no VAT will be charged for foreign orders. If the Customer places an order from another country within the EU and orders the Service(s) for the company, the Customer must provide the company’s VAT number during the ordering process. MNB will automatically shift the VAT to the Customer, so the Customer does not have to pay Dutch VAT. If the Service(s) are ordered as a Consumer, VAT will be charged based on the country from which the Consumer places the order. If the Customer places an order from a country outside the EU, no VAT will be charged. Our service is subject to the rules of the Customer’s country. The VAT will be adjusted automatically during the ordering process. MNB may request proof of establishment/address in a foreign country from the Customer.
11.3 All prices on the Website are subject to programming and typographical errors. In the event of any inconsistency between the Website and the Agreement, the Agreement shall prevail at all times.
11.4 MNB is entitled to index prices annually during the month of January based on the relevant consumer price index published by the Central Bureau of Statistics, without the Customer’s right to terminate the Agreement.
11.5 Prices may also be increased by MNB at any time if the rates of its suppliers increase. The Customer has no right to terminate the Agreement in such cases.
11.6 Notwithstanding the preceding paragraphs of this Article 11, if the Customer is a Consumer, the Customer has the right to terminate the Agreement if prices are increased within three months after the conclusion of the Agreement.
ARTICLE 12. PAYMENT
12.1 MNB will invoice the amounts due from the Customer. MNB may send electronic invoices to the Customer’s registered email address. MNB is entitled to charge periodically due amounts prior to the provision of the Services. During this step in the ordering process, the Customer can choose from various payment methods. The Customer can select from the most commonly accepted international payment methods.
12.2 In exceptional cases where payment is agreed to be made afterwards, the payment term of an invoice is thirty (30) days from the invoice date unless otherwise agreed in writing.
12.3 If the Customer has not fully paid after fourteen (14) days past the payment term, the Customer is automatically in default without any notice of default being required.
12.4 In the event of late payment, in addition to the amount owed and the accrued interest, the Customer shall be liable for full compensation of extrajudicial and judicial costs, including full attorney fees.
12.5 The claim for payment becomes immediately due and payable if the Customer is declared bankrupt, applies for suspension of payments, or if a general seizure is levied on the Customer’s assets.
12.6 In the aforementioned cases, MNB also has the right to terminate or suspend the performance of the Agreement or any remaining unperformed part thereof without notice of default or judicial intervention, without any obligation to compensate damages incurred by the Customer as a result.
12.7 The provisions set forth in Article 12.2 to Article 12.6 do not apply if the Customer is a Consumer.
ARTICLE 13. LIABILITY
13.1 MNB’s liability for damages suffered by the Customer as a result of an attributable failure to perform by MNB of its obligations under the Agreement or due to unlawful acts of MNB, its employees, or third parties engaged by MNB, is limited to the amount that the Customer has paid to MNB under the Agreement in the six (6) months preceding the month in which the damaging event occurred, where a series of related events is considered as one event. In no event shall the total compensation for any damages exceed USD 5,000 (five thousand) per year.
13.2 Notwithstanding the provisions of the preceding paragraph, MNB is only liable for direct damages suffered by the Customer. Direct damages shall exclusively mean:
a. reasonable costs incurred by the Customer in order to have MNB’s performance under the Agreement meet the requirements;
b. reasonable costs incurred to determine the cause and extent of the damage, insofar as the determination relates to direct damages within the meaning of these General Terms and Conditions;
c. reasonable costs incurred to prevent or limit damage, insofar as the costs have led to the limitation of direct damages within the meaning of these General Terms and Conditions.
13.3 Any limitation of liability does not apply in the event of willful intent or conscious recklessness on the part of MNB.
13.4 MNB’s liability for an attributable failure to perform the Agreement only arises if the Customer gives MNB a written notice of default without undue delay and in a proper manner, providing a reasonable period for remedying the failure, and MNB continues to fail to perform its obligations in accordance with the Agreement after such period. The notice of default must provide a detailed description of the failure, enabling MNB to respond adequately.
13.5 The right to claim damages is conditional upon the Customer notifying MNB of the damage in writing within thirty (30) days after discovering the damage.
13.6 Any limitation of liability set forth in these General Terms and Conditions does not apply to Consumers.
ARTICLE 14. FORCE MAJEURE
14.1 MNB cannot be held liable for any failure to fulfill any obligation under the Agreement if such failure is due to force majeure. MNB is also not liable for any damages resulting therefrom.
14.2 Force majeure includes, but is not limited to, power outages, internet outages, disruptions in the telecommunication infrastructure, network attacks (including (D)DoS attacks), natural disasters, war, acts of terrorism, riots, strikes, government measures, and any other circumstances beyond the control of MNB that make the performance of the Agreement impossible or unreasonably burdensome.
14.3 If a force majeure situation lasts for more than ninety (90) days, both Parties shall have the right to terminate the Agreement immediately in writing, without any obligation to undo any actions taken.
ARTICLE 15. DURATION AND TERMINATION
15.1 The duration of the Agreement shall be specified in the Agreement. In the absence of a specified duration, the Agreement shall be entered into for a period of one (1) year and shall be automatically renewed for subsequent periods of the same duration.
15.2 The Agreement may be terminated in writing with a notice period of 1 (one) calendar month prior to the end of each term.
15.3 For a one-time Agreement, it shall remain in effect until the completion of the Agreement.
15.4 The Agreement cannot be terminated prematurely unless otherwise specified in these General Terms and Conditions.
15.5 MNB may suspend or terminate the Agreement at any time without prior notice if:
a. The Customer files for bankruptcy or is declared bankrupt;
b. The Customer applies for or is granted a suspension of payment;
c. The Customer’s business is dissolved or liquidated;
d. A seizure is imposed on (a part of) the Customer’s assets.
ARTICLE 16. COMPLAINTS PROCEDURE
16.1 The provisions of this Article 16 apply only if the Customer is a Consumer.
16.2 The Customer can address any complaints to MNB. MNB will handle any complaints in accordance with its complaint procedure.
16.3 If this does not lead to a satisfactory solution for both parties, the dispute can be referred to the dispute resolution committee. The dispute resolution committee will only consider a dispute if the Customer has first reported the complaint to MNB.
16.4 The Customer can also submit the complaint through the Online Dispute Resolution platform of the European Commission. This Online Dispute Resolution platform can be found at https://ec.europa.eu/odr.
ARTICLE 17. AMENDMENT OF THE AGREEMENT
17.1 MNB has the right to amend or supplement the General Terms and Conditions and will announce such amendments or supplements at least one (1) month prior to their effective date to the Customer.
17.2 If the Customer does not accept the new General Terms and Conditions, the Customer may lodge a motivated objection within fourteen (14) days after the announcement, after which MNB will reconsider the amendment or supplement. If MNB decides to proceed with the amendment or supplement, the Customer may terminate the Agreement in writing up to and no later than the date on which the new General Terms and Conditions come into effect.
17.3 The procedure described in this Article 17 does not apply to minor amendments or amendments due to changes in laws and regulations. Such amendments may be implemented by MNB without prior notice, without the Customer having the right to terminate the Agreement.
ARTICLE 18. FINAL PROVISIONS
18.1 Dutch law shall apply to the Agreement. If the Customer is a Consumer, the Customer shall enjoy the protection of the mandatory provisions of the law applicable in the country where the Consumer has his/her residence.
18.2 Unless otherwise prescribed by mandatory legal provisions, any disputes arising from the Agreement shall be submitted to the competent Dutch court in the district where MNB is located.
18.3 If a provision of the Agreement is found to be invalid, this shall not affect the validity of the entire Agreement. In such case, the parties shall establish new provision(s) as a replacement, which, as far as legally possible, reflect the intent of the original provision.
18.4 ‘In writing’ as used in the Agreement also includes communication by email, provided that the identity of the sender and the integrity of the content are sufficiently established.
18.5 The 19.5 Customer cannot fully or partially transfer their rights and/or obligations arising from or related to the Agreement to third parties without written permission from MNB.
18.6 MNB is entitled to transfer its rights and obligations arising from the Agreement to a third party who takes over MNB or its business activities, without prior consent from the Customer.
ARTICLE 19. CONTACT INFORMATION
If you have any questions, complaints, or comments after reading these General Terms and Conditions, please feel free to contact us in writing or by email.
Black Belt B.V. (trading as My New Behavior)
Aletta Jacobsstraat 2a
3141 XV Maassluis
Phone: +31 6 51618282
Chamber of Commerce number: 91390206
VAT number: NL8656.40.385.B01