General terms and conditions.

Article 1. Definitions

Didacs: Didacs Learning Technologies, the sole proprietorship of Eren Tanriverdi, established in Oss and registered with the Dutch Chamber of Commerce under number 76419320.
Client: the business party that enters into an agreement with Didacs or negotiates such an agreement.
Parties: Didacs and the client together.
Agreement: any arrangement between Didacs and the client concerning the provision of services, work, advice, guidance, training, workshops or other agreed activities.
Work: all services to be performed by Didacs, including advice, analysis, project guidance, implementation support, learning solution design, documentation, workshops, training, evaluations and other work in the field of learning, development and technology.
Deliverables: all tangible results delivered by Didacs under the agreement, such as recommendations, reports, analyses, designs, formats, process descriptions, presentations, learning materials, configuration recommendations and other documents or files.
In writing: communication by letter, email, digital message or through an agreed project or contracting platform, provided its content can be consulted afterwards.

Article 2. Applicability

These general terms and conditions apply to all quotations, proposals, agreements, work and deliveries by Didacs.
Deviations from these terms apply only if the parties have agreed to them in writing.
The client's purchasing conditions or other terms do not apply unless Didacs has expressly accepted them in writing.
If any provision of these terms is void or annulled, the remaining provisions remain fully in force. The parties will replace the invalid provision with a valid provision that reflects the purpose of the original provision as closely as possible.
These terms are intended for business clients. Additional or different statutory rules may apply to assignments for consumers.

Article 3. Independent status of Didacs

Didacs performs the work as an independent business and not as an employee of the client.
The parties do not intend to enter into an employment contract, a temporary agency employment contract or a deemed employment relationship.
The client may specify parameters, objectives, preconditions and desired outcomes. Didacs independently determines how the work is performed professionally, unless the parties make specific arrangements consistent with an independent contractor relationship.
Didacs is free to work for other clients, unless the parties agree otherwise in writing for a limited period because of compelling interests of the client.
Didacs is responsible for its own taxes, contributions, insurance, pension provisions, incapacity-for-work risk and other business risks.
Didacs is not entitled to sick pay, holiday allowance, paid leave, pension accrual, employee insurance or other employment-law entitlements from the client.
Access to the client's systems, locations, meetings or communication facilities is provided solely insofar as necessary to perform the assignment. This does not affect the independent status of Didacs.
The parties assess both the wording of the agreement and how it is actually performed. If the actual performance changes, the parties will consult in good time to prevent the collaboration from taking on the character of an employment relationship.

Article 4. Quotations, proposals and formation of the agreement

Quotations and proposals from Didacs are non-binding, unless the proposal states otherwise.
A quotation or proposal is valid for 30 days, unless another validity period is stated.
An agreement is formed when the client accepts the proposal in writing or when Didacs starts the work with the client's consent.
Verbal arrangements become binding only after Didacs has confirmed them in writing or the parties have demonstrably put them into effect.
A quotation or proposal does not automatically apply to follow-up assignments, extensions or new work.

Article 5. Performance of the assignment

Didacs performs the work to the best of its knowledge and ability, in accordance with professional standards of workmanship.
Unless otherwise agreed in writing, Didacs has an obligation to use reasonable efforts and not an obligation to achieve a particular result.
Didacs may divide the work into phases and set priorities if necessary for its proper performance.
The client ensures that Didacs receives timely access to the information, people, systems, documents and decision-making required for the assignment.
Timeframes, schedules and delivery dates are indicative, unless the parties have agreed in writing that a deadline is strict and final.
Didacs is not responsible for delays caused by missing input, limited stakeholder availability, late decisions, technical limitations or dependencies on third parties.
Didacs is not obliged to perform work outside the agreed assignment.

Article 6. Information and cooperation from the client

The client provides all information reasonably required to perform the assignment in a timely, complete and accurate manner.
The client warrants the accuracy and completeness of the information provided, including information originating from third parties.
If information is missing, incorrect or provided late, Didacs may suspend performance, adjust the schedule or charge additional costs.
The client ensures timely coordination with the employees, suppliers, managers, users, project groups and other stakeholders involved.
The client remains responsible for its own decision-making, internal communication, delegation of authority and organisational implementation of recommendations or deliverables.

Article 7. Changes, additional work and scope

The scope of the assignment is determined by the quotation, order confirmation, agreement or written arrangements between the parties.
Work outside the agreed scope constitutes additional work.
Additional work is performed at the agreed hourly rate or, if no rate has been agreed, at Didacs' customary rate at that time.
Additional work includes, among other things, extra meetings, additional analyses, extra revision rounds, changes to assumptions, additional documentation, urgent work, involvement of additional stakeholders or additional deliveries.
If a change affects the schedule, costs, quality or required effort, Didacs will inform the client as soon as possible.
Didacs may charge reasonable additional costs if the assignment changes due to circumstances beyond Didacs' control.

Article 8. Rates and prices

All rates and prices exclude VAT and other government levies, unless stated otherwise in writing.
Work is performed on the basis of the agreed hourly rate, half-day rate, fixed price or other fee agreed in writing.
If no fixed price has been agreed, Didacs invoices on the basis of the actual time spent.
Travel time, travel expenses, accommodation expenses, parking costs and other project expenses are charged only if this has been agreed in writing.
Didacs may adjust its rates annually on 1 January. For ongoing assignments, Didacs will inform the client in advance, unless a fixed price or a different indexation arrangement already applies.
For assignments lasting longer than six months, Didacs may adjust its rates during the assignment if there are demonstrably changed circumstances, such as substantial inflation, changes in legislation or a material change to the assignment.

Article 9. Invoicing and payment

Didacs invoices monthly in arrears, unless the parties agree otherwise in writing.
Invoices must be paid within 14 days of the invoice date, unless the invoice or agreement specifies a different payment period.
Payment is made without suspension, deduction or set-off, unless Didacs has agreed to set-off in writing.
Objections to an invoice must be notified in writing, with reasons, within 7 days of the invoice date. The undisputed part of the invoice remains payable within the payment period.
If the client requires a purchase order number, reference, portal or administrative process, the client ensures that Didacs receives the correct details in good time. Delays in the client's internal administration do not suspend the payment obligation.

Article 10. Late payment

If the client fails to pay within the payment period, the client is in default by operation of law. No notice of default is required.
From the time of default, the client owes statutory commercial interest, unless mandatory law provides otherwise.
All reasonable costs of collection, legal assistance and out-of-court work are payable by the client.
Out-of-court collection costs are at least €40, unless mandatory law provides otherwise.
In the event of overdue payment, Didacs may suspend the work until all outstanding amounts have been paid.
In the event of persistent overdue payment, Didacs may terminate the agreement without being liable for compensation.
In the event of the client's bankruptcy, suspension of payments, liquidation, attachment or similar circumstances, all claims of Didacs become immediately due and payable.

Article 11. Scheduling, availability and cancellation

Didacs reserves time on the basis of the arrangements made with the client.
If the client wishes to reschedule or cancel a scheduled appointment, workshop, training day or working session, this must be communicated in writing as soon as possible.
For cancellations or rescheduling less than 5 working days before the scheduled date, Didacs may charge all or part of the reserved time, unless the parties agree otherwise in writing.
For long-term assignments, the parties agree on working days, availability, contactability and meeting times.
Didacs is not obliged to respond or perform work outside agreed working days, working hours or availability windows.
Urgent work is obligatory only if Didacs accepts it in writing. A different rate may apply to urgent work.

Article 12. Delivery and acceptance

Deliverables are supplied digitally, unless the parties agree otherwise.
The client reviews a deliverable within 10 working days of delivery, unless another period has been agreed in writing.
If the client provides no reasoned comments within that period, the deliverable is deemed to have been accepted.
Minor defects that do not prevent normal use are not grounds for refusing acceptance or payment.
Revisions are included in the assignment to the extent agreed in writing. Additional revisions or changes outside the scope constitute additional work.

Article 13. Intellectual property

All intellectual property rights to methodologies, formats, templates, models, analyses, recommendations, document structures, concepts, presentations, learning designs and other materials developed or used by Didacs remain with Didacs, unless otherwise agreed in writing.
After full payment, the client receives a non-exclusive, non-transferable right to use the deliverables internally within its own organisation and for the purpose for which they were created.
Without Didacs' written consent, the client may not sell, sublicense, disclose publicly, reuse commercially or provide deliverables to third parties outside the purpose of the assignment.
The client may adapt deliverables internally for its own use, unless otherwise agreed in writing or unless this infringes third-party rights.
Didacs' pre-existing materials, knowledge, working methods, templates, frameworks and know-how remain the property of Didacs, even if used or incorporated during the assignment.
Didacs may use general knowledge, experience and non-confidential insights gained during the assignment for other assignments.
The client guarantees that the materials, texts, images, data, brand assets and other input it supplies may lawfully be used. The client indemnifies Didacs against third-party claims arising from unlawfully supplied materials.

Article 14. Confidentiality

The parties keep confidential all confidential information they receive from each other in connection with the assignment.
Confidential information includes, in any event, information that is clearly confidential or should reasonably be presumed to be confidential, including business information, project information, personal data, strategic documents, internal processes, rates, contract information and non-public documents.
The duty of confidentiality does not apply to information that: a. was already public without a breach of confidentiality; b. was lawfully received from a third party; c. was demonstrably already known before receipt; d. must be disclosed by law, court order or a competent authority.
The parties take reasonable measures to protect confidential information.
The duty of confidentiality continues for three years after the agreement ends, unless the nature of the information requires a longer period.

Article 15. Personal data, information security and AI tools

The parties process personal data only insofar as necessary to perform the assignment or on another lawful basis.
If Didacs processes personal data as a processor on the client's behalf, the parties will enter into a separate data processing agreement where necessary.
The client does not provide special category personal data or sensitive data to Didacs unless this is necessary for the assignment and the parties have made appropriate arrangements in advance.
The client remains responsible for the lawfulness of the personal data, documents and datasets it provides to Didacs.
Didacs uses customary digital tools for communication, documentation, analysis and project delivery.
Confidential information or personal data is processed in external AI tools or similar services only where this is consistent with the assignment, the arrangements made and careful handling of information.
Didacs is not responsible for security incidents, data breaches, availability problems or errors in the client's systems or in tools prescribed by the client.

Article 16. Third parties and suppliers

Didacs may engage third parties to support the work if this is necessary or desirable for the performance of the assignment.
Didacs coordinates any ongoing engagement of third parties with the client in advance.
Didacs remains responsible for third parties it engages, insofar as they perform work under Didacs' responsibility.
Didacs is not responsible for shortcomings of suppliers, systems, software, LMS platforms, hosting providers, IT administrators or other third parties selected or prescribed by the client.
If the assignment depends on an external supplier or platform, the client is responsible for timely access, licences, administration rights and decisions in relation to that third party.

Article 17. Liability

Didacs is liable only for direct loss that is the direct consequence of a breach attributable to Didacs.
Didacs is not liable for indirect loss, consequential loss, lost savings, lost profits, reputational damage, business interruption, loss of data, delays, third-party claims or loss caused by decisions the client makes on the basis of recommendations or deliverables.
Didacs' total liability is limited to the amount the client paid Didacs for the assignment concerned in the three months preceding the event giving rise to liability.
For a fixed-price assignment, liability is limited to the amount paid for that assignment.
In all cases, Didacs' liability is limited to a maximum of €25,000 per event or series of related events.
The limitations in this article do not apply in cases of intent or conscious recklessness on the part of Didacs.
The client must notify Didacs of loss in writing as soon as possible, and no later than 30 days after discovery.
Any claim for compensation lapses 12 months after the event that caused the loss.

Article 18. Indemnification

The client indemnifies Didacs against third-party claims relating to: a. information, materials, data or instructions supplied by the client; b. use of deliverables outside the purpose of the assignment; c. changes made to deliverables by the client or third parties; d. decisions, implementations or publications for which the client is responsible; e. infringement of third-party rights by the client.
The client reimburses the reasonable costs incurred by Didacs in connection with such claims.

Article 19. Force majeure

Didacs is not obliged to fulfil its obligations in the event of force majeure.
Force majeure includes illness, incapacity, malfunctions, cyber incidents, power failures, internet outages, supplier problems, government measures, strikes, transport problems, pandemics, fire, theft, loss of access to systems and other circumstances beyond Didacs' reasonable control.
During force majeure, obligations are suspended for as long as the force majeure continues.
If the force majeure lasts longer than 30 calendar days, the parties may terminate all or part of the agreement without being liable for compensation.
Work performed before the force majeure situation remains payable.

Article 20. Complaints

Complaints about work or deliverables must be notified in writing, with reasons, within 10 working days of discovery.
The complaint must be sufficiently specific to enable Didacs to respond substantively.
A complaint does not suspend the payment obligation.
Didacs is given a reasonable period to remedy a justified complaint.
A complaint does not oblige Didacs to perform work outside the agreed assignment.

Article 21. Suspension and termination

Didacs may suspend the work if the client fails to fulfil its obligations, including payment obligations and obligations to provide information or cooperation.
Either party may terminate an agreement of indefinite duration in writing with one month's notice, unless otherwise agreed in writing.
An agreement for a fixed term or a specific assignment ends on completion of the assignment or on the agreed end date.
Early termination of a fixed-term assignment is possible only if the parties agree to it in writing or if there is a compelling reason.
Upon termination, the client pays for all work performed and costs incurred up to that point, and for time already reserved that cannot reasonably be reallocated.
Didacs may terminate the agreement immediately if the client is declared bankrupt, applies for suspension of payments, is liquidated, ceases its business or persistently fails to fulfil its obligations.

Article 22. Use as a reference

Didacs may use the client's name and logo as a reference only with the client's consent.
Didacs may use non-confidential project experience for its portfolio, positioning or business development, provided the client is not identified without consent.
Cases, testimonials or substantive examples are published only with the client's prior consent.

Article 23. Applicable law and competent court

Every agreement between Didacs and the client is governed exclusively by Dutch law.
The parties will first attempt to resolve disputes through mutual consultation.
If consultation does not lead to a solution, the competent court in the district where Didacs is established has jurisdiction, unless mandatory law provides otherwise.

Disclaimer.

The information on this website is intended as general information about Didacs Learning Technologies and the services offered. Although the content has been compiled carefully, Didacs cannot guarantee that all information is complete, up to date or free from errors at all times.

No rights may be derived from the information on this website. Didacs is not liable for loss arising from the use of information on this website or from the website being temporarily unavailable.

All texts, images, designs, formats, documents and other materials on this website are owned by Didacs or used with the rights holder's permission, unless stated otherwise. Copying, adapting, distributing, publishing or commercially using material from this website without Didacs' prior written consent is not permitted.

Third-party brand names, product names, logos and trademarks remain the property of their respective rights holders. References to external systems, suppliers or platforms do not imply that Didacs is formally affiliated with them, unless expressly stated.