Art 1. Parties and definitions
1.1 Examination Office Rotterdam: Examination Office Rotterdam BV, established in Rotterdam at Industrieweg 37 A1, 3044 AS, registered with the Chamber of Commerce under number 76251713, user of these general terms and conditions.
1.2 Additional information from the Rotterdam Examination Office:

Website:	www.examenbureaurotterdam.nl
E-mail:	info@examenbureaurotterdam.nl
Phone number:	0103030007
VAT identification number:	NL860561860B01

1.3 Client: the (potential) purchaser of products and/or services offered by Examination Bureau Rotterdam.
1.4 Candidate(s): the natural person(s) who participate(s) in a service offered by Examination Office Rotterdam or wish(es) to participate in it.
1.5 Examination: the moment at which a Candidate's knowledge is tested by or on behalf of the Rotterdam Examination Office.
1.6 Group / in-company exam: an exam organised exclusively for the Client, possibly at the Client's location.

Art. 2 Applicability
2.1 These terms and conditions form part of all correspondence, documentation, (future) offers, agreements and other contractual relationships between Examination Office Rotterdam and the Client.
2.2 Deviations from these terms and conditions shall only apply if they have been expressly agreed upon by the parties in writing or electronically.
2.3 General (purchase) conditions of the Client are expressly rejected.
2.4 Third parties involved by Examination Office Rotterdam in the execution of the agreement may also invoke these general terms and conditions.
2.5 If one or more (part(s)) of the provisions of these general terms and conditions are null and void or are annulled, the other provisions of these general terms and conditions will remain applicable. The parties will then consult with each other to agree on new rules to replace the null and void or annulled provisions, in which the purpose and scope of the null and void or annulled provisions will be expressed as much as possible.

Art. 3 Execution of the agreement
3.1 If payment in advance has been agreed, candidates will only obtain the right to participate in the Examination after the agreement has been concluded and all payments have been made by the Client.
3.2 Examination Office Rotterdam will attempt to fulfil the agreement within the indicated/estimated period. This period is not fatal, which means that the Client must always first give Examination Office Rotterdam notice of default, whereby a generous and reasonable period must be set, before any remedy can be taken.
3.3 Examination Office Rotterdam is free to have its services, including administering an Examination, performed by third parties. The application of Article 7:404 of the Dutch Civil Code is expressly excluded.

Art. 4 Registration and establishment
4.1 The agreement is concluded at the time that the Client has accepted the offer of Examination Office Rotterdam and Examination Office Rotterdam has confirmed the conclusion of the agreement in writing or electronically, or after Examination Office Rotterdam, or a third party on its behalf, has commenced the execution of the agreement.
4.2 The quotation reflects the (content of the) agreement, unless otherwise agreed and subject to proof to the contrary. Only if Examination Office Rotterdam deviates from the quotation when confirming the agreement, as referred to in the previous paragraph, will the agreement apply as described in the confirmation.
4.3 The agreement is expressly entered into under the condition precedent of sufficient availability of the Rotterdam Examination Office or the required location and other resources.
4.4 The obligation of Examination Office Rotterdam always consists of an obligation of effort and expressly not an obligation of result.

Art. 5 Prices and payment
5.1 Invoices have a payment term of 14 days. Examination Bureau Rotterdam reserves the right to require that its invoices are paid before the services are provided.
5.2 Without the express written permission of Examination Office Rotterdam, the Client is not permitted to offset and/or suspend any obligation and/or withhold amounts therefrom.
5.3 Failure to participate in the Examination does not void the financial obligation to the Rotterdam Examination Office. Candidate(s) do, however, have the option, in consultation with the Rotterdam Examination Office, to participate in an alternative Examination.

Art. 6 Group/in-company examinations
6.1 Unless otherwise agreed, a minimum of 8 Candidates applies to group/in-company exams. If fewer than candidates have taken the exam, the client is still liable for the price for 8 Candidates.
6.2 The price of a Group Exam / in-company exam is partly based on the number of Candidates at the Exam. If the number of Candidates increases, Examination Office Rotterdam has the right to increase the total amount for the Exam proportionally. If the Exam has fewer Candidates than originally budgeted and this results in an additional examination officer being present, this additional examination officer will be charged at cost price.
6.3 Client shall ensure that all data and materials that Examination Office Rotterdam indicates are necessary or that Client should reasonably understand are necessary for the performance of the agreement, are provided to Examination Office Rotterdam in a timely manner. If the required data and materials are not provided to Examination Office Rotterdam in a timely manner, Examination Office Rotterdam shall have the right to suspend the performance of the agreement and/or charge the additional costs resulting from the delay to Client at the usual rates.
6.4 The Client is obliged to ensure that the Rotterdam Examination Office has the possibility to connect the equipment required for carrying out the work to the mains and a working and stable internet connection.
6.5 The Client is obliged to inform Examination Office Rotterdam without delay of any facts and circumstances that may be important in connection with the execution of the assignment.
6.6 Client shall provide a suitable location for the performance of the work by Examination Office Rotterdam free of charge. The suitability of the location shall be at the sole discretion of Examination Office Rotterdam.
6.7 The exam leader, examiner and/or supervisor of Examination Office Rotterdam must have access to the exam room at least half an hour before the start of the exam. Any training must be completed before this time and all candidates must have left the room.
6.8 If the Client fails to meet its obligations under this article, the Rotterdam Examination Office has the right to cancel the examination without the Client being entitled to any refund of any monies paid.

Art. 7 Obligations of the Client
7.1 The Client shall enable Examination Office Rotterdam to perform its services and undertakes to provide the necessary cooperation. This includes, among other things: ensuring that Examination Office Rotterdam has timely access to the data required for the examination, including, but not limited to: initials, prefix, surname and date of birth of candidates, number of candidates, information about any physical or mental limitations of the candidate(s) and other details regarding the service purchased or candidate(s).
7.2 If the information provided by the Client proves to be inaccurate, Examination Bureau Rotterdam has the right to charge the Client for the costs incurred as a result, including the hiring of persons.
7.3 The candidate is obliged to follow all instructions or directions given by the Rotterdam Examination Office and/or externally hired service providers and supervisors.
7.4 Client declares that it has informed Candidates of the risks and obligations mentioned in this article and guarantees that these will be complied with by the Candidates.
7.5 The Client shall ensure that Candidates are informed of the applicable admission requirements and examination regulations and can comply with the identification requirement.
7.6 The Client shall indemnify the Rotterdam Examination Office against all claims from Candidates and third parties as a result of Candidates' failure to comply with the obligations referred to in this article.

Art. 8 Replacement, modification, cancellation and transfer
8.1 An Exam can be cancelled by the Client free of charge up to seven days before the date of the exam, in consultation with the Rotterdam Examination Office. In the event of cancellation of an open registration exam within seven days, the full agreed amount is due. In the event of cancellation of a group exam within two working days, 50% of the costs will be charged as cancellation costs. The cancellation costs are immediately due and payable upon cancellation.
8.2 The Rotterdam Examination Office is at all times entitled to replace an examination leader engaged by it for the Examination with another.
8.3 Examination Office Rotterdam is entitled to cancel the Examination up to 6 hours prior to the Examination. The Client will be informed of this without delay. In the event of cancellation as referred to herein, Examination Office Rotterdam will refund the amount paid by the Client.

Art. 9 Force Majeure
9.1 Force majeure is understood to mean, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which Examination Office Rotterdam has no influence. This includes: (technical) disruptions and other impediments at suppliers and supervisors, internet disruptions, weather conditions, illness or injury to, or death of, examiners or other persons affiliated with Examination Office Rotterdam and/or third parties engaged by it, strikes, traffic disruptions, unforeseeable stagnation, disruptions in the supply of energy, transport problems, fire, loss or damage during transport and government measures. During force majeure, the obligations of Examination Office Rotterdam are suspended.
9.2 If compliance is impossible for more than one month due to force majeure or if other circumstances arise that make it disproportionately onerous for Examination Bureau Rotterdam to meet its obligations, Examination Bureau Rotterdam is authorised to terminate the agreement in whole or in part by means of a notice to the Client and without judicial intervention, without this giving rise to an obligation to pay damages or make restitution.
9.3 If Examination Office Rotterdam has already partially fulfilled its obligations when force majeure occurs, it is entitled to invoice the part already delivered or performed separately, or to credit part of it in the case of down payments.
9.4 If an Examination is cancelled due to force majeure, but is not permanently impossible, the Examination may be rescheduled to a date to be determined.

Art. 10 Warranty and liability
10.1 Examination Office Rotterdam gives no guarantees or commitments regarding any result of the Exam.
10.2 Except for liability under mandatory law, in the event of any shortcomings in the performance of the agreement on its part, Examination Bureau Rotterdam is only obliged to perform correctly, all this in a reasonable manner and in consultation with the Client, without the Client being able to assert any right to any compensation in addition.
10.3 Examination Office Rotterdam is not liable for damage resulting from shortcomings and defects in suppliers and external supervisors.
10.4 Any liability of Examination Bureau Rotterdam towards the Client is limited to the amount covered by the professional or business liability insurance taken out by Examination Bureau Rotterdam, or, if the insurer does not pay out, to the amount of the invoice plus 10%.
10.5 The liability of Examination Office Rotterdam never includes consequential damage and, except in the case of intent or gross negligence, neither does it include property damage, immaterial damage or loss of profit.
10.6 The Client shall indemnify Examination Office Rotterdam against any damage suffered by third parties in connection with the agreement as a result of Examination Office Rotterdam acting, including negligence, on the basis of incorrect, incomplete or late information, data and documents provided by the Client.
10.7 In all cases, the period within which Examination Office Rotterdam can be held liable for compensation for damages is limited to 12 months. If the Client suffers damages, this must be reported to Examination Office Rotterdam immediately. In doing so, the Client is obliged to do everything that can reasonably be expected of it to limit the aforementioned damages as much as possible.

Art. 11 Confidentiality and transfer of employees
11.1 Examination Office Rotterdam has the right to use the knowledge acquired by it through the performance of an agreement for other purposes, provided that no strictly confidential information of the Client is brought to the attention of third parties.
11.2 Both parties are obliged to keep confidential information that they have received for or as a result of the Examination secret, except for any legal obligations to provide or disclose the information. Information is considered confidential if this has been indicated by the other party or if this is apparent from the nature of the information concerned. The data and results of other Candidates for the Examination are in any case part of the data that must be kept confidential by the Client.
11.3 The Client is not permitted to employ employees of the Rotterdam Examination Office or to negotiate employment without the permission of the Rotterdam Examination Office during the performance of the work and for up to 1 year thereafter.
11.4 If the Client acts in violation of this article, the Client shall owe the Rotterdam Examination Office an immediately due fine of €10,000 per violation.

Art. 12 Processing of personal data
12.1 For the execution of the agreement it is necessary that Examination Office Rotterdam processes personal data of Candidates. Client declares to have received permission from the candidates for the processing of the personal data of the Candidates by Examination Office Rotterdam.
12.2 By concluding the agreement, the Client agrees to the processing of personal data by Examination Bureau Rotterdam and its employees.
12.3 Examination Office Rotterdam will only process the personal data of Candidates on behalf of the client as the controller and only to the extent necessary for the performance of the agreed services.

Art. 13 Termination of the agreement
13.1 Examination Office Rotterdam has the right to terminate the agreement with the Client with immediate effect for the future by means of a written notice without (further) prior notice of default if:

• The Client ceases or otherwise terminates its business operations in whole or in part and/or substantially changes or transfers its business activities to a third party without the prior written consent of the Examination Office Rotterdam;
• The Client is granted a suspension of payments (whether or not provisionally) or the Client is declared bankrupt or the Client submits a request for the application of a debt restructuring scheme or the Client is placed under guardianship or administration.

13.2 In the event of termination of the agreement, all payments owed by the Client to Examination Office Rotterdam shall be immediately and fully due and payable. If the work is not fully completed, the Client shall owe a proportionate part of the total sum of money.

Art. 14 Forum, choice of law and transfer of rights
14.1 Examination Office Rotterdam is authorized to transfer its rights and obligations under this agreement to a third party. Client is only authorized to transfer its rights and obligations to a third party with the written permission of Examination Office Rotterdam.
14.2 This – and other – agreement(s) concluded between the parties are exclusively governed by Dutch law. Should an obligation arise between the parties in the future, other than arising from an agreement, then Dutch law will also apply to that obligation.
14.3 If a dispute arises between the parties arising from or in connection with this agreement, the court in the district in which Examination Office Rotterdam has its principal place of business shall have exclusive jurisdiction to rule on the dispute. If a dispute arises between the parties concerning non-contractual obligations, the court in the district in which Examination Office Rotterdam has its principal place of business shall also have exclusive jurisdiction to rule on the dispute.