General Terms & Conditions

Contractor: [Full legal name and legal form], trading as alexdejong.com and Microsoft University
Business address: [Street, number, postcode, city], the Netherlands
Chamber of Commerce (KvK): 17175279
VAT identification number: NL001893614B59
Email: alex@alexdejong.com
Website: https://msftuniversity.com
Version: 7 September 2026

Article 1 — Definitions and business customers

1. Contractor: the business identified above.
2. Client: a legal entity or natural person entering into an Engagement in the course of its business or profession.
3. Engagement: an agreement for training, courses, workshops, keynotes, presentations, consultancy, advisory services, "CTO as a Service", or related deliverables.
4. Event: training, a workshop, keynote, presentation or another session booked for a specific date or dates.
5. Ongoing Services: recurring advisory or other services supplied over an agreed period or for an indefinite duration.
6. Written: in writing, including email or an electronic signing system through which communications can be retained.
7. Business Day: Monday to Friday, excluding public holidays in the Netherlands.
8. These terms are intended exclusively for business customers. The Client confirms that it enters into the Engagement for business or professional purposes. This statement does not override any mandatory legal protection that applies based on the actual circumstances.

Article 2 — Applicability and order of precedence

1. These terms apply where incorporated into an offer, quotation or Engagement.
2. The Contractor will provide these terms before or when the Engagement is concluded, in a form that the Client can save and reproduce.
3. The Contractor expressly rejects the applicability of the Client's general or purchasing terms. Any conflict between the parties' proposed terms must be resolved in writing before performance begins.
4. Specifically agreed written provisions in the Engagement take precedence over conflicting provisions in these terms.
5. A separately agreed data processing agreement takes precedence for matters relating to processing personal data on the Client's behalf. Third-party licence terms govern the relevant third-party materials or services.
6. Changes to an Engagement must be agreed in writing.
7. If a provision is invalid or unenforceable, the remaining provisions remain effective. The parties will seek a lawful replacement reflecting the original purpose as closely as reasonably possible.

Article 3 — Quotations and formation

1. Quotations are valid for 30 calendar days from their date, unless stated otherwise.
2. An Engagement is concluded when the Client accepts the quotation in writing within its validity period. An acceptance containing changes constitutes a new proposal requiring the Contractor's written acceptance.
3. If a quotation expressly states that booking is subject to availability or final confirmation, the Engagement is concluded only when the Contractor provides that confirmation.
4. Without an accepted quotation, an Engagement may also be concluded when the Contractor accepts a written instruction from the Client identifying the agreed services and commercial terms.
5. The Contractor will not rely solely on a reference in an invoice to introduce these terms after an Engagement has already been concluded.
6. Prices exclude VAT and other applicable taxes unless stated otherwise. Travel, accommodation, venue, lab and third-party costs are included only where expressly stated.
7. Obvious clerical or calculation errors will be notified promptly and corrected in consultation. This clause does not permit unilateral changes to an otherwise agreed price.
8. Each party is responsible for ensuring that the person accepting an Engagement on its behalf has authority to do so.

Article 4 — Scope, performance and cooperation

1. The Contractor will perform the Engagement with reasonable professional care and skill.
2. Unless a specific result is expressly agreed, the Contractor undertakes an obligation of reasonable efforts. No examination pass, certification, commercial outcome or particular technical result is guaranteed.
3. Confirmed Event dates and times are binding. Other delivery dates are estimates unless expressly agreed as firm deadlines. A change to a confirmed Event requires agreement, except where these terms provide for cancellation or termination.
4. The Client will provide timely, accurate information and the facilities reasonably required for delivery, including any agreed venue, equipment, connectivity, licences, lab access and participant information.
5. The Contractor will notify the Client promptly if missing information or facilities are likely to affect delivery. Any resulting changes to timing, scope or cost will be discussed and documented.
6. Additional work and its charges require written agreement before that work is performed.
7. The Contractor may use suitably qualified subcontractors and remains responsible for their performance. Any agreed confidentiality, security and data protection requirements also apply to their work.
8. Where an Engagement specifically requires Alex de Jong or another named person to deliver an Event, a replacement requires the Client's agreement, which will not be unreasonably withheld where the replacement has equivalent qualifications and relevant experience.
9. To the extent legally permitted, Articles 7:404 and 7:407(2) of the Dutch Civil Code are excluded.
10. Official Microsoft course delivery and courseware remain subject to applicable Microsoft requirements.

Article 5 — Cancellation and rescheduling by the Client

1. This article applies to cancellation for convenience of an Event. Termination because of breach or force majeure is governed by Articles 14 and 15.
2. Cancellation must be sent in writing to the Contractor's contact email. It takes effect upon receipt.
3. Notice is measured in calendar days before the scheduled start date of the cancelled Event or separately priced session, using Netherlands local time.

   Notice received	Cancellation charge
   More than 28 calendar days before the start date	No cancellation charge
   Between 14 and 28 calendar days before the start date, inclusive	50% of the agreed fee for the cancelled part
   Fewer than 14 calendar days before the start date	100% of the agreed fee for the cancelled part

4. For a multi-day Event priced as one package, notice is measured from its first delivery date unless the quotation specifies otherwise.
5. These charges compensate for preparation and reserved capacity. The Contractor will deduct costs saved and net income from replacement work that reasonably substitutes for the cancelled booking, to the extent necessary to avoid overcompensation.
6. Reasonable, documented and non-refundable third-party costs incurred specifically for the Engagement are additionally payable only where agreed or authorised by the Client and not already included in the cancellation charge. The Contractor will take reasonable steps to obtain available refunds.
7. The same work or cost will not be charged twice. Amounts already paid will be credited against the cancellation settlement. Any remaining refundable balance will be repaid within 14 calendar days after that settlement is established.
8. Rescheduling is subject to availability and written agreement on the new date and any additional costs. Unless a different arrangement is agreed, releasing the original date is treated as cancellation under this article.
9. The Client may substitute participants without a cancellation charge, provided applicable eligibility, licensing and administrative requirements are met. Any unavoidable third-party substitution costs must be disclosed.
10. Participant absence does not reduce the agreed fee where the Contractor makes the Event available as agreed.

Article 6 — Cancellation by the Contractor

1. If the Contractor cannot deliver an Event, the Contractor will inform the Client promptly and seek to agree a suitably qualified replacement or alternative date.
2. The Client is not required to accept an alternative date or a material change to the agreed service.
3. If no alternative is agreed, either party may cancel the undelivered part. The Contractor will cancel outstanding charges for that part and refund payments received for it within 14 calendar days.
4. The Client will not be charged the Contractor's own cancellation expenses.
5. Any further liability is governed by Article 13. Cancellation does not itself exclude liability for an attributable breach.
6. Where force majeure applies, Article 14 also applies.

Article 7 — Fees, expenses and payment

1. Invoices are payable within 14 calendar days of the invoice date unless another term is agreed in writing.
2. Event fees are invoiced as specified in the quotation. Ongoing Services are invoiced monthly in arrears unless agreed otherwise.
3. Any advance payment requirement must be stated in the quotation or agreed before the relevant work starts.
4. Expenses must be included in the quotation, fall within an agreed budget, or receive the Client's prior written approval.
5. Agreed rates remain fixed for the agreed term. Rate changes for an extension or renewal require written agreement.
6. If payment is overdue, the Client owes statutory commercial interest under Article 6:119a of the Dutch Civil Code where applicable, or the otherwise applicable statutory interest.
7. The Contractor may recover reasonable extrajudicial collection costs to the extent permitted by applicable Dutch law, including any applicable statutory minimum. Costs will not be recovered twice.
8. The Client should raise invoice queries promptly, preferably within 14 calendar days, stating the disputed amount and reasons. Failure to do so within that period does not automatically extinguish a valid objection.
9. The undisputed part remains payable on time. A genuine dispute does not affect statutory rights of suspension or set-off.
10. Before suspending services for non-payment, the Contractor will give written notice and at least seven calendar days to pay overdue, undisputed amounts. Suspension must be proportionate and will be lifted promptly once the relevant default is remedied.
11. Any mandatory tax treatment, including VAT reverse charge where applicable, will be reflected on the invoice.

Article 8 — Duration and ordinary termination of Ongoing Services

1. The Engagement will specify whether Ongoing Services continue for a fixed term or indefinitely.
2. Unless otherwise agreed, either party may terminate Ongoing Services for convenience by giving 30 calendar days' written notice. This right also applies during a fixed term unless the Engagement expressly provides otherwise.
3. Services and agreed availability continue during the notice period unless the parties agree a different arrangement.
4. The Client owes fees for services performed and contracted availability maintained until termination takes effect, together with authorised, unavoidable third-party commitments. The Contractor will reasonably mitigate these costs.
5. No separate cancellation charge applies to Ongoing Services under this article. Separately booked Events remain subject to Article 5, without double charging for overlapping commitments.
6. A fixed-term Engagement ends automatically on its stated end date unless an extension is agreed in writing.
7. On termination, the Contractor will provide completed deliverables and a reasonable status summary. Additional transition assistance, including training a replacement provider, will be agreed and charged at the applicable rates.
8. Return or deletion of confidential information and personal data is governed by Articles 10 and 11.

Article 9 — Intellectual property and permitted use

1. Each party retains its intellectual property rights existing before the Engagement.
2. Rights in materials created by the Contractor, including slides, examples, demos, scripts, methods and documentation, remain with the Contractor or its licensors unless a written agreement provides otherwise.
3. Upon payment of the relevant fees, the Client receives a non-exclusive, perpetual licence to use the deliverables internally for the purpose of the Engagement. Before payment is due, the Client may use supplied deliverables for that purpose.
4. Training materials may be used by the participants for their own professional reference. They may not be redistributed or used to deliver further courses without permission.
5. Client-specific advisory deliverables may be copied and adapted internally for the agreed business purpose. They may be shared with professional advisers and service providers who need them for that purpose and are subject to appropriate confidentiality obligations.
6. Resale, public distribution, sublicensing or commercial exploitation of the Contractor's materials requires prior written permission.
7. Third-party materials, including Microsoft courseware and open-source components, remain subject to their own licence terms. The Contractor cannot grant rights beyond those terms.
8. Audio or video recording of an Event requires the Contractor's prior written agreement on permitted use. The Client is responsible for any necessary participant notices and permissions.
9. The Client retains rights in its own information and materials and grants the Contractor the limited permission needed to perform the Engagement.
10. Neither party may use the other's name, logo, confidential materials or an identifiable case study for publicity without prior written consent.

Article 10 — Confidentiality

1. Each party will protect information received from the other that is marked confidential or should reasonably be understood to be confidential.
2. Such information may be used only to perform the Engagement or exercise rights relating to it.
3. Disclosure is permitted only to personnel, subcontractors and professional advisers who need the information and are subject to suitable confidentiality duties.
4. Confidentiality does not apply to information the receiving party can demonstrate was already lawfully known, became public without breach, was independently developed, or was lawfully received from another source without restriction.
5. Legally required disclosure is permitted. Where lawful, the receiving party will first notify the other party and limit disclosure to what is required.
6. On request or termination, confidential information will be returned or securely deleted, except where retention is required by law or reasonably necessary for legal claims. Retained information remains protected.
7. These obligations continue for five years after termination. Trade secrets remain protected for as long as they qualify as trade secrets, and personal data remains subject to applicable data protection law.

Article 11 — Privacy and data protection

1. Each party will comply with applicable data protection law, including the GDPR and relevant Dutch implementing legislation.
2. The parties' roles as controller, joint controller or processor are determined by their actual activities.
3. Where each party acts as an independent controller, each is responsible for its own lawful basis, transparency, security, retention and handling of individuals' rights.
4. Where the Contractor processes personal data on the Client's behalf, the parties will conclude an Article 28-compliant data processing agreement before that processing begins. This includes course administration where the actual circumstances make the Contractor a processor.
5. Where the parties jointly determine processing purposes and means, they will make the arrangements required by Article 26 GDPR.
6. Each party will limit personal data to what is necessary and apply appropriate technical and organisational security measures.
7. Neither party will retain personal data longer than necessary for the relevant lawful purposes, including applicable statutory retention obligations.
8. The parties will notify each other without undue delay of personal data breaches affecting data processed for the Engagement and provide reasonable cooperation. Any more specific requirements in a data processing agreement apply.
9. International transfers and use of subprocessors must comply with the GDPR and any applicable data processing agreement.
10. These terms do not replace a required privacy notice, processing agreement or joint-controller arrangement.

Article 12 — Advisory services and technical access

1. Advice is based on the agreed scope, information supplied and circumstances reasonably known when it is given.
2. The Contractor will exercise professional care and explain material assumptions and limitations. The Client remains responsible for business decisions and authorising implementation.
3. Production changes, ongoing monitoring, incident response and service-level commitments are included only if expressly agreed.
4. Before access to Client systems is provided, the parties will agree the authorised scope and relevant security requirements. Access must be limited to what is reasonably necessary.
5. Responsibilities for backups, testing, approval and recovery must be agreed before production changes. Allocation of those responsibilities does not excuse either party's own failure to exercise reasonable care.
6. "CTO as a Service" describes advisory services. It does not appoint the Contractor as a statutory director, employee or authorised representative, or give authority to bind the Client, unless separately and expressly agreed.

Article 13 — Complaints and liability

1. The Client will notify the Contractor of alleged deficiencies within a reasonable time after discovery, describing the issue sufficiently to allow investigation.
2. Where correction is possible, the Client will give the Contractor a reasonable opportunity to correct the deficiency. This does not require accepting a remedy that no longer serves the agreed purpose, such as delivery after an essential Event date.
3. The Contractor is liable for direct loss caused by an attributable breach or other legally actionable conduct, subject to this article.
4. For an Engagement other than Ongoing Services, the Contractor's aggregate liability is limited to the total fee paid or payable for that Engagement, excluding VAT and reimbursed expenses.
5. For Ongoing Services, aggregate liability in each consecutive 12-month period beginning on the commencement date is limited to the fees paid or payable for that period, excluding VAT and reimbursed expenses. If the Engagement ends earlier, the cap is calculated over its actual duration. Related events are treated as one event occurring when the first event occurred.
6. The Contractor is not liable for lost profit, lost revenue, lost business opportunities, anticipated savings, or indirect or consequential loss. Reasonable costs of restoring damaged data or systems may constitute direct loss and remain subject to the applicable cap.
7. These exclusions and caps do not apply to fraud, intent or deliberate recklessness by the Contractor or its management, death or personal injury for which the Contractor is legally liable, or liability that cannot lawfully be limited.
8. The limitations apply collectively to the Contractor and persons engaged in performing the Engagement. They do not restrict individuals' rights against either party under the GDPR.
9. Each party will take reasonable steps to prevent and mitigate loss.
10. Statutory limitation periods apply. These terms do not impose a separate 12-month expiry period.
11. Any higher liability cap or specific insurance requirement must be agreed in writing before the Engagement begins.

Article 14 — Force majeure

1. A party is not liable for failure to perform to the extent that it is caused by circumstances not attributable to it under Article 6:75 of the Dutch Civil Code.
2. Serious illness, government restrictions, travel disruption or third-party platform failures may qualify only where the legal requirements for force majeure are met and reasonable alternatives cannot overcome the impediment.
3. Lack of funds does not constitute force majeure.
4. The affected party will notify the other promptly, explain the expected impact and take reasonable steps to limit disruption.
5. Only the affected obligations are suspended, and only for as long as reasonably necessary. Payment obligations for services already properly performed remain due.
6. If force majeure prevents an Event on its essential agreed date and no suitable alternative is agreed, either party may terminate the affected part immediately in writing.
7. For other services, either party may terminate the affected part if force majeure continues for more than 30 calendar days, or sooner where delay makes performance no longer reasonably useful.
8. The Contractor will refund payments for undelivered services within 14 calendar days after termination. Separately agreed and completed work remains payable. External costs are payable only to the extent expressly allocated to the Client in the Engagement and not reasonably recoverable.
9. Neither party owes damages for non-performance genuinely caused by force majeure. This does not excuse an earlier breach or a failure to mitigate.

Article 15 — Termination for breach

1. Either party may terminate the affected part of an Engagement for a material breach if the other party fails to remedy it within a reasonable period specified in written notice, normally at least 14 calendar days.
2. No remedy period is required where performance is permanently impossible or applicable law permits immediate termination, including where an essential agreed deadline has been missed and later performance would not serve the purpose.
3. A party may suspend affected performance immediately where continuing would be unlawful or create a serious security risk. It must notify the other party promptly and limit suspension to what is reasonably necessary.
4. Financial consequences will reflect services properly performed, undelivered services and applicable law. Prepayments for undelivered services will be refunded within 14 calendar days after the resulting settlement is established.
5. Termination does not affect accrued rights, lawful claims for damages or provisions intended to continue afterwards.
6. Article 5 cancellation charges do not apply where the Client validly terminates because of the Contractor's breach.

Article 16 — Independence and third-party affiliation

1. The Contractor performs services as an independent business. The Engagement does not itself create employment, partnership or agency.
2. The parties will organise their actual working relationship consistently with applicable law. The description in these terms does not override its legal classification.
3. Microsoft University is an independent trading name and is not affiliated with, sponsored by or endorsed by Microsoft Corporation.
4. Any Microsoft certification or training status refers only to the relevant credential and does not imply authority to represent Microsoft.
5. Microsoft and other third-party trademarks remain the property of their respective owners.

Article 17 — Governing law and disputes

1. Each Engagement and these terms are governed by Dutch law, subject to any applicable overriding mandatory provisions.
2. The parties will first attempt to resolve disputes through good-faith consultation.
3. Unless resolved within 30 calendar days after written notice of the dispute, either party may commence proceedings. This waiting period does not prevent urgent relief or steps needed to preserve a claim.
4. Subject to mandatory jurisdiction rules, disputes will be submitted exclusively to the competent court within [insert the applicable Dutch judicial district and court name].
5. Mediation may be used if both parties agree.

Article 18 — Versions and notices

1. The version supplied and incorporated when the Engagement is concluded remains applicable to that Engagement.
2. Publication of amended terms on the website does not change an existing Engagement. Changes to existing terms require the parties' agreement.
3. Contractual notices may be sent to the email addresses designated in the Engagement. Each party will notify the other of changes to its contact details.
4. A notice takes effect when received. The sender is responsible for retaining reasonable evidence of delivery.
5. Where translations are supplied, the Engagement will identify the governing language. In the absence of another agreement, the English version governs interpretation between the parties, subject to mandatory law.