2.1 These general terms and conditions apply to all offers, quotations, agreements, (online) purchases, the use of the platform and other services and/or products of Amstel Dutch. These terms and conditions also apply to future services and products, including extensions of the platform.

2.2 These general terms and conditions apply to both clients acting as consumers and clients acting in a professional or business capacity.

2.3 These general terms and conditions also apply to the use of the web application and the platform of Amstel Dutch, regardless of how access is obtained, including, but not limited to, registration, purchase, or invitation by a client. Use of the platform constitutes acceptance of these terms and conditions.

2.4 Amstel Dutch may use third parties in the performance of the agreement, including, but not limited to, hosting providers, software suppliers, payment providers and instructors.

2.5 The applicability of the client's general terms and conditions is expressly rejected.

2.6 In the event of a conflict between these general terms and conditions and a separate written agreement, the terms of that agreement will prevail.

2.7 Amstel Dutch may unilaterally amend or supplement these general terms and conditions. Amendments will be communicated in a timely and appropriate manner, for example via the platform or by email, and will take effect at the announced time. If no time is stated, the amendments will take effect as soon as they have been communicated. For business clients, amendments also apply to existing agreements. For consumers, amendments apply exclusively to future agreements, unless the amendment does not materially disadvantage the consumer, results from a legal obligation or has been expressly accepted by the consumer. If an amendment has a material and adverse impact on an ongoing agreement with a consumer, the consumer has the right to terminate the agreement free of charge as of the date on which the amendment takes effect.

2.8 If one or more provisions of these general terms and conditions are wholly or partially invalid or unenforceable, the remaining provisions shall remain in full force. In such case, the parties will consult to agree on a replacement provision that aligns as closely as possible with the purpose and intent of the original provision.

2.9 If Amstel Dutch deviates from these general terms and conditions, no rights can be derived from this by the client or student, unless expressly agreed otherwise in writing.

3.1 Amstel Dutch processes personal data in accordance with applicable laws and regulations, including the General Data Protection Regulation (GDPR). Amstel Dutch will treat this personal data confidentially and will take appropriate technical and organisational measures to protect it against loss or unlawful processing.

3.2 Personal data provided by the client and/or user will be processed to the extent necessary for the performance of the agreement, including granting access to the platform, providing the services, and handling related administration, including recording and processing progress, attendance, results, test data and certification, as well as communication in this regard.

3.3 Amstel Dutch may use third parties in the performance of the agreement, such as hosting providers, software suppliers and payment providers. To the extent that these parties process personal data on behalf of Amstel Dutch, they qualify as (sub-)processors.

3.4 Personal data will only be provided to third parties to the extent necessary for the performance of the agreement, on the basis of a legal obligation, or with the consent of the data subject.

3.5 The client and/or user may request access to, correction or deletion of his/her personal data, to the extent that Amstel Dutch is legally obliged to comply. Such a request may have consequences for the performance of the agreement and the use of the platform.

3.6 Amstel Dutch is not required to retain or make data available after termination of access to the platform, unless this is legally required or expressly agreed otherwise.

3.7 Further information regarding the processing of personal data is included in the privacy statement of Amstel Dutch. This is available via the platform or the website.

3.8 To the extent that Amstel Dutch processes personal data in the performance of the agreement on behalf of a client acting in the course of a profession or business, and qualifies as a processor within the meaning of the GDPR, the parties will, upon request, enter into a data processing agreement.

3.9 If the client acts in the course of a profession or business, Amstel Dutch may make data relating to progress, participation, results and certification of students available to that client, to the extent necessary for the performance of the agreement.

3.10 Amstel Dutch may use anonymised data for analysis and improvement of the services.

4.1 All quotations and offers of Amstel Dutch are non-binding and valid for the period stated therein. If no period is stated, the quotation is valid for up to 14 days from the date of issue.

4.2 The offer of Amstel Dutch relates to granting access to the platform and the digital services and/or products offered therein for a specific period. All specifications provided and/or displayed by Amstel Dutch, including the content, structure and functionalities of the platform and the courses, are for indication purposes only and intended to give a general overview of the offer. Amstel Dutch may change the content, structure and functionalities of the platform and the offered services and/or products at any time. Deviations do not automatically entitle the client to compensation or termination of the agreement, except to the extent that mandatory law provides otherwise.

4.3 Amstel Dutch will indicate in its offer which services and/or products are offered, what the access period is and which amounts the client owes upon acceptance of the offer. Any additional work or supplementary services are not included, unless expressly stated otherwise.

4.4 If Amstel Dutch provides a composite quotation at the request of the client, this does not oblige Amstel Dutch to deliver part of the services and/or products at a corresponding part of the quoted price. Upon acceptance, the client must purchase the full offer.

4.5 Amstel Dutch cannot be held to its offers if the client understands or reasonably should understand that the offer, or part thereof, contains an obvious mistake or error.

4.6 Offers do not automatically apply to future agreements and are not valid beyond the stated validity period.

4.7 Services and/or products can be purchased directly via the platform or an online environment of Amstel Dutch. In that case, the agreement is concluded when the client accepts the offer and completes the payment. The services include granting access to the platform and the digital content and functionalities available therein during the agreed period.

4.8 No rights can be derived from the offer with regard to future content, updates or functionalities of the platform.

5.1 An agreement is concluded when the client accepts the offer of Amstel Dutch.

5.2 If the agreement is concluded via the platform or an online environment of Amstel Dutch, the agreement is concluded when the client accepts the offer. If payment is made immediately, the agreement is also concluded when the payment has been made. If access to the platform is granted before full payment, the moment of access is considered the moment the agreement is concluded.

5.3 The services include making the platform and its content and functionalities available digitally.

5.4 If the acceptance by the client deviates from the offer of Amstel Dutch, the agreement is only concluded if Amstel Dutch has expressly accepted this deviation in writing.

5.5 Amstel Dutch may refuse an agreement or impose additional conditions.

5.6 Amendments to the agreement are only valid if and to the extent that they have been agreed in writing between the parties. Amendments may affect the duration and/or price of the agreement.

5.7 If during the performance of the agreement it appears that it is necessary to amend or supplement the agreement for proper performance, Amstel Dutch will inform the client accordingly. In such case, the parties will consult to adjust the agreement.

6.1 The client must provide all information and data that Amstel Dutch reasonably considers necessary for proper performance of the agreement in a timely manner, in full, and in the required format. The client guarantees the accuracy, completeness and reliability of this information, even if it originates from third parties.

6.2 The client remains at all times responsible and liable for the consequences of providing incorrect, incomplete or unreliable information.

6.3 If the information required for performance is not provided, not provided in time or not provided in the required format, Amstel Dutch may suspend the performance of the agreement.

6.4 If delays occur because required information has not been provided in time, the resulting (additional) costs will be at the client's expense.

6.5 The client is responsible for the use of the platform by the student(s) and user(s) who obtain access on their behalf.

6.6 The client and user are responsible for keeping login details secure. Sharing login details with third parties is not permitted.

6.7 The client and user are themselves responsible for the use of the platform and the services, as well as for the purposes for which they are used.

6.8 Amstel Dutch determines the manner in which and by whom the agreement is performed.

6.9 Amstel Dutch will perform the agreement to the best of its ability and with due care. Amstel Dutch has an obligation of effort and not an obligation of result, unless expressly agreed otherwise.

6.10 Amstel Dutch may have the agreed services performed (partially) by third parties.

6.11 Timeframes for the performance of the services are indicative only and do not constitute strict deadlines, unless expressly agreed otherwise in writing.

6.12 Amstel Dutch may modify the content and functionalities of the platform and the offered services, to the extent that this is necessary for the continuation, improvement or security of the services.

6.13 The client and user must respect the intellectual property rights of Amstel Dutch and involved third parties.

6.14 The client and user are not permitted to use the platform in a manner that is contrary to applicable laws and regulations, public order or morality, or that may cause damage to Amstel Dutch or third parties.

6.15 Access to the platform is granted for the agreed period as stated in the offer. Unless otherwise agreed, the access period is four (4) months, regardless of the duration of the course or lessons. After this period, access automatically expires, unless an extension has been agreed.

6.16 Obtaining a certificate depends on meeting the conditions set by Amstel Dutch. These conditions include, but are not limited to, a minimum attendance of 75% of the lessons and successfully completing all required tests and exams. Amstel Dutch reserves the right to further specify or amend these conditions.

6.17 Amstel Dutch does not guarantee the achievement of specific results, language levels or exam outcomes. Achieving results depends on the effort and performance of the student.

6.18 Amstel Dutch may restrict or block access to the platform, temporarily or permanently, in the event of misuse, violation of these general terms and conditions or other unlawful use.

6.19 The student is required to actively participate in the lessons throughout the duration of the course. A maximum of three lessons may be missed. If the student misses more than three lessons, Amstel Dutch reserves the right to refuse further participation in physical (in-person) classes. In such case, access to the web application shall remain in effect for the agreed period, unless otherwise agreed.

6.20 Lessons are, in principle, conducted in person, unless otherwise agreed. Online participation is only permitted if the student submits a request in advance of the relevant lesson and obtains the explicit approval of the teacher. The teacher reserves the right to refuse any request for online participation without stating reasons.

7.1 All rates include VAT, unless expressly stated otherwise, and exclude other costs, such as government levies and/or third-party costs.

7.2 Payment must generally be made in advance via the payment methods offered by Amstel Dutch, unless expressly agreed otherwise.

7.3 Access to the platform will generally only be granted after payment has been completed, unless expressly agreed otherwise. Payment entitles the client to access the platform during the agreed period and does not constitute ownership of the offered content.

7.4 If payment is made on the basis of an invoice, it must be made within 14 days of the invoice date, unless agreed otherwise.

7.5 Amstel Dutch may change its prices. Price changes do not affect already concluded agreements, unless expressly agreed otherwise. If a price change occurs to the detriment of a consumer prior to the commencement of the services, the consumer has the right to cancel the agreement free of charge.

7.6 After the agreed access period has expired, it is possible to voluntarily extend access to the platform at a rate to be determined by Amstel Dutch, as communicated via the platform or the website. This extension relates solely to maintaining access to the platform and the available content therein and does not entitle the client to additional lessons or guidance, unless expressly agreed otherwise. The extension is only effected after a separate choice by the client.

7.7 Objections to an invoice do not suspend the payment obligation, except to the extent that mandatory law for consumers provides otherwise.

7.8 Payment must be made without deduction, set-off or suspension, except to the extent that mandatory law provides otherwise.

7.9 If the client fails to pay on time, the client will be in default by operation of law, and Amstel Dutch may charge statutory interest (or statutory commercial interest, if applicable).

7.10 In the event of late payment, Amstel Dutch may charge extrajudicial collection costs in accordance with the applicable statutory regulations.

7.11 Payments made by the client shall first be applied to outstanding costs, then to accrued interest and finally to the principal sum.

7.12 All prices and rates are subject to obvious errors.

7.13 Amstel Dutch ensures appropriate security for (online) payments.

7.14 To the extent legally permitted, no right to a refund exists after the commencement of the services, as the services relate to digital content and access to the platform that is made available immediately.

8.1 Cancellation of services and/or products of Amstel Dutch after the conclusion of the agreement is generally not permitted, unless expressly agreed otherwise or to the extent that mandatory law provides otherwise.

8.2 If the client acts as a consumer, he/she may, in principle, withdraw from the agreement within 14 days without stating reasons, in accordance with statutory provisions.

8.3 In the case of an agreement relating to digital content not supplied on a tangible medium or a digital service, the consumer may lose the right of withdrawal if the performance of the agreement has commenced with the consumer's prior explicit consent and the consumer has declared, prior to delivery, that he/she waives the right of withdrawal. Performance of the agreement commences when access to the platform is granted. Amstel Dutch confirms this consent and declaration on a durable medium.

8.4 If the conditions referred to in paragraph 3 have not been met, the consumer's right of withdrawal remains in force.

8.5 If the client acts in the course of a profession or business (business client) and cancels the agreement prior to its performance, the client shall be liable for the following cancellation fees:

• in case of cancellation between 30 and 14 days prior to the start: 25% of the agreed price;
• in case of cancellation between 14 and 7 days prior to the start: 50% of the agreed price;
• in case of cancellation within 7 days prior to the start: 100% of the agreed price.

8.6 Interim termination of the agreement is not possible during the agreed term of access to the platform, unless expressly agreed otherwise or to the extent that mandatory law provides otherwise.

8.7 Amstel Dutch may immediately suspend or restrict access to the platform and/or the performance of the agreement, without prior notice of default, if the client fails to fulfil its obligations, including but not limited to failure to meet payment obligations in a timely manner.

9.1 Amstel Dutch may dissolve the agreement in whole or in part if the client fails to fulfil its obligations, or if circumstances arise of such a nature that performance can no longer reasonably be required of Amstel Dutch.

9.2 Dissolution shall take place by means of a written notification and without judicial intervention, unless the law provides otherwise.

9.3 The parties may dissolve the agreement with immediate effect and without judicial intervention if the client:

• is declared bankrupt or files for bankruptcy;
• applies for (provisional) suspension of payments;
• is subject to attachment by execution;
• is placed under guardianship or administration;
• otherwise loses the power of disposal or legal capacity with respect to (part of) its assets.

9.4 If the agreement is dissolved, the claims of Amstel Dutch against the client shall become immediately due and payable.

9.5 Amstel Dutch may, upon termination or dissolution of the agreement, terminate access to the platform and close accounts.

9.6 If the agreement ends for any reason whatsoever, the provisions which by their nature are intended to survive shall remain in full force and effect.

9.7 Amstel Dutch is entitled to terminate the agreement if there is a justified reason, including but not limited to:

• non-payment;
• misuse of the platform;
• violation of these general terms and conditions;
• fraud or unlawful conduct;
• technical or security reasons; or
• termination of (part of) the services.

9.8 If the termination is not attributable to the client or user and the client acts as a consumer, Amstel Dutch may, at its reasonable discretion, decide to grant a (partial) refund of the prepaid amount, taking into account the services already provided and the remaining term of the agreement.

10.1 Force majeure exists if a party is unable to fulfil its obligations under the agreement as a result of a circumstance beyond its reasonable control.

10.2 Force majeure includes, but is not limited to: disruptions in the platform, internet connections, software, third-party systems, hosting services, cyber incidents, power outages and other technical or external disruptions over which Amstel Dutch has no control.

10.3 In the event of force majeure, Amstel Dutch may suspend the performance of the agreement for the duration of the force majeure situation. Amstel Dutch will make reasonable efforts to provide an alternative solution, if possible.

10.4 If, at the time the force majeure situation occurs, Amstel Dutch has already fulfilled part of its obligations or is able to fulfil part thereof, Amstel Dutch may invoice that part separately. The client must pay such invoice.

10.5 If the force majeure situation continues for more than 30 days or is of a permanent nature, both parties may dissolve the agreement in whole or in part by means of a written notification, without judicial intervention and without any obligation to pay damages.

10.6 In the event of force majeure, Amstel Dutch is not obliged to compensate for any damage. Temporary unavailability of the platform as a result of force majeure does not entitle the client to compensation or dissolution, except to the extent that mandatory law provides otherwise.

11.1 All current and future intellectual property rights, including but not limited to copyrights, trademark rights and database rights, relating to the platform, the web application, the name, logo, methodologies, content, training materials, modules, lessons, quizzes, exams and other (digital) products, are exclusively vested in Amstel Dutch or its licensors.

11.2 By entering into the agreement, the client and/or user obtains only a limited, non-exclusive, non-transferable and non-sublicensable right to use the platform and the offered services and/or products, for the duration and under the conditions of the agreement. This right of use is intended solely for personal use by the user and, if applicable, within the organisation of the client, insofar as this falls within the agreed purposes.

11.3 The client and user are not permitted, without prior written consent of Amstel Dutch, to:

• use content or materials for commercial purposes, training or education outside the platform;
• download, copy, screen, scrape or otherwise reproduce (parts of) the platform or the content other than strictly necessary for normal use;
• use the content of the platform for the development of their own services or products.

11.4 In the event of a breach of this article, Amstel Dutch may take appropriate measures, including terminating access to the platform and claiming damages.

12.1 Amstel Dutch is only liable for direct damage suffered by the client which is the direct result of an attributable failure in the performance of the agreement on the part of Amstel Dutch.

12.2 The liability of Amstel Dutch is limited to the amount paid out in the relevant case under the liability insurance taken out by Amstel Dutch, increased by the deductible. If no payment is made, liability is limited to a maximum of the invoice amount to which the liability relates, or, if higher, the amount paid by the client for the relevant services.

12.3 Liability for indirect damage, including but not limited to consequential damage, loss of profit and loss of savings, is excluded, except to the extent that mandatory law provides otherwise.

12.4 Amstel Dutch is not liable for damage resulting from:

• disruptions in the platform, internet connections, software or third-party systems;
• incorrect or incomplete information provided by the client or user;
• failure to follow advice or instructions;
• disappointing results or failure to achieve intended objectives;
• unauthorised use of accounts or login details by third parties.

12.5 Amstel Dutch is not liable for damage caused by third parties or other users of the platform.

12.6 Amstel Dutch does not guarantee that the platform will be available at all times without interruption, errors or disruptions. Temporary unavailability of the platform does not entitle the client to compensation.

12.7 Amstel Dutch is not liable for the failure to achieve certain learning results, language levels, certification or other intended outcomes of the services.

12.8 Amstel Dutch is not liable for loss of data, including progress, results and scores, unless there is intent or gross negligence.

12.9 Use of the platform and the services is at the client's and user's own risk.

12.10 A claim for damages must be submitted in writing within a reasonable period after the damage has been discovered or could reasonably have been discovered. In deviation from the statutory limitation period, a limitation period of one year applies, to the extent legally permitted.

12.11 The limitations of liability included in this article do not apply in the event of intent or gross negligence on the part of Amstel Dutch.

12.12 The client indemnifies Amstel Dutch against claims from third parties related to the use of the platform and/or the services by the client or by users who have been granted access on the client's behalf.

13.1 The parties must maintain confidentiality of all confidential information they have obtained from each other or from another source in connection with the agreement. Information is considered confidential if it has been communicated as such by a party or if this follows from the nature of the information, including information about the platform, the content, methodologies and business operations of Amstel Dutch.

13.2 The client and user must not share or disclose confidential information, including (parts of) the platform, course materials, assignments and exams, to third parties, unless this is necessary for the performance of the agreement or prior written consent has been obtained from Amstel Dutch.

13.3 The obligation of confidentiality does not apply if the information was already publicly available, was lawfully obtained from a third party without a duty of confidentiality, or if disclosure is required by law or pursuant to a binding decision of a competent authority.

14.1 If the client and/or user has complaints about the services and/or products of Amstel Dutch, these must be submitted in writing to Amstel Dutch as soon as possible, but no later than 14 days after the complaint arose. The complaint must be sufficiently specific and clearly described so that Amstel Dutch is able to investigate it. Amstel Dutch will process the complaint within 30 days.

14.2 Complaints do not suspend the payment obligation of the client, except to the extent that mandatory law for consumers provides otherwise.

14.3 If the complaint is not submitted in time, all rights of the client and/or user in relation to the complaint shall lapse. All consequences of not reporting in time are at the client's risk.

14.4 Amstel Dutch must be given the opportunity to investigate the complaint and, if possible, to remedy it within a reasonable period. If a complaint is well-founded, Amstel Dutch will provide repair, additional services or a (partial) refund, at its discretion.

14.5 Complaints can be submitted via the communication channels designated by Amstel Dutch, including email.

15.1 All agreements between Amstel Dutch and the client, as well as any disputes arising therefrom, are governed exclusively by Dutch law.

15.2 The applicability of the Vienna Sales Convention or any other applicable international laws and regulations is expressly excluded.

15.3 In the event of a dispute, the parties will make reasonable efforts to reach an appropriate solution amicably.

15.4 Disputes will be submitted to the competent court in the district where Amstel Dutch has its registered office, unless to the extent that mandatory law provides otherwise. For consumers, the court in the place of residence of the consumer is also competent to settle disputes.