Algemene Voorwaarden
The terms & conditions below are applicable from October 10 2023 onwards.
These terms & conditions apply to all relationships between Erasmus Centre for Entrepreneurship B.V. and Clients. Provisions from the chapter ‘General’ apply to all Clients. Furthermore, specific provisions apply per each type of relationship or Agreement.
Definitions
ECE
Erasmus Centre for Entrepreneurship B.V.
EUR
Erasmus University Rotterdam
Agreement
The (signed) document with which a Client accepts these terms & conditions.
Alumni
Clients who have completed either a Degree Programme, Bachelor of Science, Master of Science or PhD at Erasmus University Rotterdam. Or Clients who have completed an Open Programme with a duration of more than 40 hours at Erasmus University Rotterdam, Rotterdam School of Management B.V. or at Erasmus Centre for Entrepreneurship B.V.
Proof of Participation/ Certificate
Proof of successful completion of a Programme.
Client
A natural person or legal entity that enters the Agreement by written/ verbal consent of a proposal.
Course Material
All material provided by ECE to Client within the context of a Programme.
IT
Information Technology.
NDA
Non-Disclosure Agreement.
Registration Form
The (online) registration form (on ECE’s website) which contains an acceptance of these terms & conditions, to be filled in by the Client in order to enter into an Agreement for an Open Programme.
Open Programmes
All courses, trainings, coaching sessions, and/or other educational offerings from ECE that do not fall under section 1.1e WHW.
Participant
A natural person participating in a Programme on the basis of an Agreement.
Price
The amount payable by Client for the services provided by ECE as agreed upon. Can also be referred to as Tuition Fee, investment or tariff.
Programme
Tailored programmes and Open Programmes.
Registration
The admittance of a Client to a Programme on the basis of an Agreement.
Report
a Written document describing the performed parts of the Assignment, as well as any Results
Research plan
a schedule to the Agreement in which the work to be performed for the Assignment is described;
Result
any result obtained and/or created in the context of the performance of the Assignment. Results are expressly understood in the context of data collected and data analyses for the performance of the Assignment. Background knowledge does not fall under Results;
Study Period
The period from the start date until the end date of a Programme.
T&C
Terms and Conditions.
Tuition Fee
The total amount of money a Client must pay upon entering into the Registration Agreement. This fee may consist of multiple instalments.
Written/ in Writing
In the form of a letter or a document, or by other digital means of communication, in accordance with article 6:227a of Dutch Civil Law.
Chapter 1: General
Article 1.1: Applicability, Changes and Conversion
These T&C apply to all Agreements between ECE and Client and are an integral part thereof.
The applicability of any general terms and conditions, purchasing conditions, or any other provisions on the part of the Client is explicitly excluded.
These T&C can be found on the website of ECE.
Client accepts these T&C upon entering into an Agreement with ECE.
ECE may amend these T&C unilaterally. Any amendments made will be communicated to existing Clients. This must happen at least one (1) month before any amendments come into effect.
If ECE cannot invoke (part of) a provision in these T&C, they shall otherwise remain applicable.
If any provision of these T&C is (deemed) wholly or partially invalid, illegal, non-binding, or not enforceable, all other provisions remain in force. The Parties shall discuss and agree on such replacement provision(s) which shall not deter from the meaning or effect of the original provision.
Article 1.2: Privacy
On all personal data supplied to ECE under the Agreement, the General Data Protection Regulation (EU 2016/679, GDPR) applies. Personal data will be processed and secured in accordance with the GDPR and other applicable legislation.
On all Agreements between ECE and the Client, the ECE Privacy Statement per respective category of Clients applies. These privacy policies serve as a rulebook with regards to how ECE processes the Client’s personal data. The Agreement may serve as a ground for processing.
For the processing of special categories of personal data, specific informed consent is always required. ECE uses additional hardcopy forms, softcopy forms with a digital signature option, or checkboxes with a timestamp in order to – potentially – obtain this consent. If the consent is not obtained, processing cannot take place. Obtaining consent will never detract the Client from advancing the Programme.
The Client can exercise his/her rights under GDPR Articles 15-21 via the EUR Privacy Statement, using the link under ‘Digital Office’.
Article 1.3: Force Majeure
In case it is fully or partially, temporarily or definitely not possible for ECE, as a result of one or more circumstances for which ECE cannot be held accountable (amongst which the circumstances as mentioned in Article 3.10) to properly perform the Agreement and/or (a component of the) Agreement, ECE has the right to suspend and/or (partially) cancel the Agreement, without being obliged to pay any compensation.
Force majeure circumstances for which ECE in any way cannot be held accountable include, but are not limited to: Shortage of (guest) lecturers, strikes, import-, export-, or transit bans for resources required for ECE’s Programmes, travel restrictions, transport problems, non-compliance with imposed obligations by suppliers and/or transport companies, natural and/or nuclear disasters, war and/or threats of war, and terrorist actions and/or attacks.
ECE will inform the Client as soon as possible regarding the existence of a force majeure circumstance, and will determine and announce to what extent it can execute the Agreement and/or (a component of the) Programme as soon as possible thereafter.
Article 1.4: Liability
Except for wilful intent or gross negligence on the side of ECE, ECE is, irrespective of the legal ground on which the claim of the Client is based, only liable for compensation of the damage equal to the Price paid or payable by the Client on the basis of the Agreement.
ECE is, irrespective of the legal ground on which the claim of the Client is based, never liable for any consequential damage, which includes, but is not limited to lost profit, losses and costs incurred, as well as missed assignments, missed savings, damages caused by production or business interruption or stagnation, or damage as a result of lost work and/or travel time.
ECE is not liable for the theft, loss, or damage to personal property of the Client, endured on ECE facilities, or during other off-premise activities of ECE.
Except for wilful intent or gross negligence on the side of ECE, ECE is, irrespective of the legal ground on which the claim of the Client is based, not liable for damage, for whom it is liable according to the law, caused by subordinates, non-subordinates and/or third parties whom ECE engages for the performance of the Agreement.
ECE may engage third parties for the execution of the Agreement. ECE is entitled to invoke any limitations of liability of those third parties towards the Client, except for wilful intent or gross negligence.
The limitation of liability from Article 1.4.1 does not apply insofar as the liability of ECE for the damage in question is insured under any insurance agreement of ECE and the applicable insurer. In that case, ECE is only liable for the amount that is paid out under the relevant insurance in the relevant case. ECE is not obligated to assert rights under any insurance it has taken out if it is held liable by the Client. The provisions of Articles 1.4..2, 1.4..3, 1.4.4, and 1.4.5 apply in full.
Article 1.5: Applicable Law and dispute resolution
Dutch law exclusively applies to these ECE General Terms and Conditions for Contract Research, the Assignment and the Agreement. The Vienna Sales Convention does not apply.
The competent court in Rotterdam has exclusive jurisdiction to hear all disputes between ECE and the Client arising from or related to the Assignment and its performance, the Agreement and/or these ECE General Terms and Conditions for Contract Research.
Chapter 2: Education Programmes
Chapter 2A: Open Programmes
Article 2A.1: Entering into an Agreement & Registration
In case a Client registers for a Programme, the Client enters into an Agreement with ECE by written approval of the proposal for that Programme. The Client is registered for a Programme after the Registration has been confirmed by ECE in Writing.
In case a Client registers for an Open Programme using an (online) Registration Form, the Client enters into an Agreement with ECE by accepting these T&C and by submitting the (online) Registration Form. The Client’s Registration will be confirmed by a confirmation email. In case the entry requirements for Registration are not met, the Agreement may be annulled by ECE.
In case a Client registers for a Programme, the Client enters into an Agreement with ECE by written approval of the proposal for that Programme. The Client is registered for a Programme after the Registration has been confirmed by ECE in Writing.
In case a Client registers for an Open Programme using an (online) Registration Form, the Client enters into an Agreement with ECE by accepting these T&C and by submitting the (online) Registration Form. The Client’s Registration will be confirmed by a confirmation email. In case the entry requirements for Registration are not met, the Agreement may be annulled by ECE.
The Registration Agreement and/or confirmation email contain:
the start date and duration of the Programme;
the Price;
payment method(s);
the applicability of the specific provisions from Appendix A1.
Registration covers the entire duration of the Programme, unless otherwise agreed upon in Writing.
Article 2A.2: Obligations ECE
ECE will provide the Programme at the location and times agreed with the Client to the best of its abilities and providing education aimed at increasing the Client’s knowledge, ability and skills. If the circumstances do not allow for the Programme to take place physically, ECE will provide an online Programme while maintaining the quality of the Programme to the best of its abilities.
ECE shall award the Client with a Proof of Participation or Certificate if the Client meets the requirements of the Programme and if this is agreed upon in writing by both parties.
Article 2A.3: Obligations Client
The Client shall pay the Tuition Fee within the payment term set out on the invoice.
Client shall take note of, and adhere to, all applicable rules & regulations for the Programme as referred to in Appendix A2.
The Client is responsible for the actions of the Participant.
Article 2A.4: Organisation of the Programme
ECE has the right to change (components of) the Programme, without altering the overall quality and/or learning goals of the Programme. Any alterations made by ECE shall resemble the original contents of (the component of) the Programme as closely as possible.
Changes must be communicated to the Client in Writing and prior to the start of the (relevant component of the) Programme, unless this is not reasonably possible.
Article 2A.5: Fees & Payment
Upon receiving the invoice, taking into account the specific provisions as mentioned in Appendix B1, the Client shall pay, or cause to pay, the amount invoiced within the term as mentioned on the invoice to the bank account indicated on the invoice.
The Client is solely responsible for the timely payment of invoices. If a third party sponsors the Client for all or part of the Tuition Fee, ECE will invoice that third party upon mutual request of the Client and its sponsor. Should a sponsor fail to pay the Tuition Fee when it becomes due, the Client shall become solely and entirely responsible for payment.
ECE reserves the right at all times to require security (e.g. a bank guarantee) for payment.
In the event that ECE incurs costs to receive or collect payment of an invoice, these costs shall be fully payable by the Client referred to in article 2.5.1.
In case the term as mentioned on the invoice is exceeded, without a prior notice of default being required, the legal interest is due up to the time of full payment. All unpaid invoices become due and payable immediately and all consequences of non-compliance apply immediately.
In case payment has not been received by the end of the payment term set on the invoice, ECE retains the right to refuse the Client access to (components of) the Programme and/or to a Certificate.
Optional additional services against payment may be offered to the Client, for example for Course Materials, specific facilities and services, or catering. Acceptance is at the Client’s discretion, and a refusal to accept additional services shall have no adverse consequences for the Client.
Article 2A.6: Cancellation
The Client has the right to cancel his/her participation in the Programme in Writing.
In the event of a cancellation, the Client will, at all times and in any case, owe the part of the Tuition Fee as mentioned in the Registration Agreement, up to the moment that the Written cancellation has been received by ECE in Writing, in accordance with Article 2.6.3. ECE will confirm the cancellation in Writing within seven (7) days of receipt. The Client has to contact ECE in accordance with Article 2.6.3 in case no such confirmation of cancellation is received after seven (7) days. Upon confirmation of cancellation, any otherwise due payments as mentioned in Article 2.5.7 are immediately due and payable by Client. ECE shall endeavour to recover any of these advanced payments from the third parties to whom they were due, and reimburse the Client accordingly.
Any cancellation must be communicated according to, and will be dealt with according to the procedures from Appendix B3 (Open Programmes).
In case the Client has made an undue payment in advance to ECE, ECE will refund the amount due to the Client, taking this article 2.6 into account, on a bank account indicated by the Client.
ECE reserves the right to postpone or cancel (a component of) the Programme if circumstances so require, or in case the number of Clients for the Programme is insufficient. The Client will be notified of this cancellation in Writing within a reasonable period before the start of (the component of) the Programme. In the event of a cancellation by ECE before the start of (a component of) the Programme, any payments made to ECE in advance by the Client will be refunded promptly and in full. For Open Programme Clients, an alternative may be offered in accordance with Appendix B4.
ECE reserves the right to deny the Client access to the Programme or to terminate the Agreement in Writing, in case the Client, in the opinion of ECE, does not comply, or insufficiently complies, with the rules as set out in article 2.3 and Appendix B2.
Article 2A.7: Confidentiality
All personal data and other information received by ECE under this Agreement will be kept confidential by ECE.
During a Programme, a Client may be party to confidential information related to personal and/or business situation(s) of fellow Clients. Client agrees not to disclose such information outside the Programme, nor to use any such information other than for purposes directly related to the Programme.
During the Programme, the Client may be required to sign separate NDAs if this is deemed necessary to ensure information shared by other Clients, ECE or third parties is kept confidential. The Client must sign these in order to be party to such confidential information.
Article 2A.8: Copyright & Intellectual Property
The Client may use logos, patents, copyrights, or any other intellectual property rights of ECE and/or its faculty of the Programme only after explicit Written permission by ECE.
The Course Material provided by ECE is subject to intellectual property rights belonging to ECE and/or third parties. Nothing from the Course Material provided by ECE may be reproduced, stored in an automated database, stored on any data carrier and/or storage device, made public, or made available to third parties without the explicit prior Written permission of ECE.
During a Study Programme, Participants may be exposed to confidential information related to the personal and/or business situation of fellow participants. Participants agree not to disclose any information related to personal and/or business situations or fellow participants to external parties or individuals, nor to use any such information other than for purposes directly related to the Study Programme.
Article 2A.9: ECE Liability Open Programme
1. ECE exercises great care when composing the Course Materials it provides. However, ECE does not guarantee the completeness and the correctness of these Course Materials. Liability for damage arising from any decision or action based on the Course Materials and/or information otherwise provided within the context of the Programme is excluded.
2. In order to participate in certain Programme components, the Client will be asked to take out appropriate insurance.
Chapter 2B: provisions Specific Executive Education Open Programmes
Article 2B.1: Specific Payment Provisions
Alumni of Erasmus University Rotterdam are eligible for a discount of 10% on normal Open Programme Tuition Fees. This discount cannot be combined with other special pricing e.g. corporate pricing arrangements. Some Programmes are excluded from this discount.
Article 2B.2: Open Programme Regulations
ECE reserves the right to take any action it deems appropriate (including expulsion) against a Client in case his/her behaviour towards ECE staff or fellow Clients provide sufficient reasons for doing so, or if a Client acts in violation of any generally accepted law, code of conduct, or regulation and/or knowingly breaches scientific integrity standards.
Article 2B.3: Cancellation, Deferral & Substitution
A Client that opts for cancellation before or within the duration of the Agreement, must notify the Executive Education Office in Writing (degreef@ece.nl, or by email to the Programme Manager of the Open Programme the Client registered for). The cancellation notice must contain a copy of the Confirmation Email which the Client received after Registration.
The Client has the right to cancel his/her participation free of charge within a term of fourteen (14) calendar days after receipt of the Written confirmation of the Registration, unless the start date of the Open Programme is within that term, in which case the moment of cancellation determines the height of the cancellation fee in accordance with Article B3.3.
In the final weeks prior to the Programme starting, ECE incurs non-refundable costs and expenses on behalf of the Client to deliver the Open Programme to the Client. ECE also has limited seats per Programme that can only be sold to one Client. Therefore, ECE charges a cancellation fee to recover the non-refundable costs and expenses incurred by ECE in case a Participant cancels or does not show up. These costs and expenses are dependent on the moment the request for cancellation is received. Therefore, the cancellation fee is calculated as follows:
50% of the programme fee will be charged until 30 days of the commencement date of the Study Programme;
75% of the programme fee will be charged until 14 days of the commencement date of the Study Programme;
thereafter until the start date of the Study Programme 100% of the programme fee;
after the start of the Study Programme until the end of the Study Programme 100% of the programme fee.
Client has the right to defer (postpone) its Registration once, subject to the following conditions:
A Written notice thereof is provided by e-mail to degreef@ece.nl and the Programme Manager of the Open Programme the Client registered for;
If the Written notice is given within twenty-eight (28) calendar days prior to the start date of the Open Programme, a cancellation fee in accordance with Article B3.3 is charged. If the Participant attends another Open Programme within one (1) year of the start of the Programme for which attendance is cancelled, the paid cancellation fee will be considered an advance payment and deducted from the full Tuition Fee of the newly attended programme. Note that the cancellation fee does not influence the Tuition Fee of a Programme in calculating any discounts.
If the Client defers for a second time, the Client will pay the 100% cancellation fee of the initial Open Programme as set out in Article B3.3.
Client has the right to replace himself/herself with a substitute candidate for the entire Open Programme, provided that:
The Client will inform ECE as soon as possible after deciding that he/she will need to be replaced, providing ECE with all necessary and/or requested details to process such a change. A substitute candidate will be asked to fill out the Registration Form.
The substitute candidate meets any admission requirements set by ECE, and agrees to do any required pre-Programme work.
To guarantee the quality of the Programme experience, ECE reserves the right to reject the substitute.
Changes to the Programme Registration may affect any previously applied discounts (e.g. the multiple programme registration discount), and may result in an increase in individual Programme Tuition Fees.
Article 2B.4: Alternative Programme
In the event of a Programme cancellation, ECE may offer the Client an alternative start date for the original Programme or an alternative Open Programme.
If the Client accepts the newly proposed start date of the original Programme, there shall be no refund of the Tuition Fee.
If the Client joins an alternative Open Programme, the difference in Tuition Fee with the original Open Programme shall become due and payable, or shall be refunded, whichever is the case.
Chapter 3: Contract Research Agreements
Article 3.1: Formation of the Agreement
All offers of ECE are non-bonding and subject to written confirmation.
Offers are based on the information provided by the Client. Therefore, Client should provide all information necessary for the performance of the Agreement.
Any changes, additions or extensions of the Agreement, or deviation from these Terms and Conditions, are only binding when they have been confirmed in writing by both ECE and the Client. Confirmation includes email traffic between ECE and the Client agreeing on the changes. A formal offer is not needed.
Article 3.2: Price and Payment
Unless otherwise agreed in the Agreement, the stated remuneration is fixed. If the Assignment - with the agreement of the Parties - is amended or extended, or ECE has to perform extra work that was not foreseen when the Agreement was entered into, ECE will charge the additional costs on the basis of subsequent calculation and they are owed by the Client.
Expenses in relation to the assignment including travel- and accommodation are perceived as direct costs related to the fulfilment of the Assignment and will be invoiced to the Client.
All prices are exclusive of VAT.
Client must pay each invoice within fourteen (14) calendar days after the date of invoice, to the account provided by ECE, in the currency used by ECE in the invoice.
The Client will provide ECE with the necessary information for the correct format of the invoice and the correct invoice address.
If the invoice is not paid on time and/or in full, the Client will be in default without further notice being required and the Client will owe statutory commercial interest pursuant to Section 6 119a of the Dutch Civil Code on the unpaid invoice amount with effect from the day following the day that has been agreed as the last day of payment until the date of full payment as well as the costs of collection from the Client, all this without prejudice to all ECE's further rights.
If the Client does not pay the invoice on time and/or in full, the Client will also owe all reasonable legal and other costs that ECE has to incur in and out of court to obtain payment of its invoice.
ECE reserves the right to demand interim payment or - before or during the performance of the Assignment - full or partial payment in advance, for example if the Client's financial position gives reason to do so, failing which ECE is entitled to suspend fulfilment of its obligations.
ECE is entitled to adjust its rates annually as of 1 January in accordance with the price index figure of the CBS for business services if wages and prices undergo changes after the Assignment has been given but before the work has been carried out in full.
The Client is not permitted to suspend payments to ECE or settle them with claims, whether or not acknowledged, against ECE.
Article 3.3: Provision of Information
The Client is obliged to provide all details and access to details and persons in a timely manner, which ECE requires for the proper performance of the Assignment, failing which ECE will be allowed to suspend its obligations until the time that the Client fulfils its obligations in the agreed manner. The costs that arise because the Client has not provided the requested data and information, or not on time or properly, are payable by the Client.
ECE will inform the Client in a timely and accurate manner of the access to data and persons that ECE requires for the performance of the Assignment.
When providing information and performing the Assignment, the Client will refrain from improperly influencing the Assignment and its Results.
Article 3.4: Performance of the Agreement
Quotation. Changes, additions and extensions, as referred to in article 3.1 of the ECE General Terms and Conditions for Contract Research, which are agreed later in Writing, are deemed to be part of this.
The Agreement commences on the date of effect agreed in Writing and, in the absence thereof, on the date on which the acceptance is received by ECE.
ECE reports to the Client on the progress in the performance of the Assignment in accordance with what is set forth in the Agreement. The Client will inform ECE of details that become apparent on or during the performance of the Agreement, which can reasonably be expected to be of interest to ECE.
ECE determines the manner in which the Assignment is carried out and by whom.
Any Reports to be issued will be deemed to have been accepted by the Client if ECE has not received a Written objection within four (4) weeks of sending them.
ECE will do its work in the manner befitting a good contractor.
ECE only has a best efforts obligation under the Agreement according to academic standards. None of the activities of ECE within the framework of the Agreement can or will be interpreted as a guarantee that the Assignment will lead to specific Results or that the Assignment's success is guaranteed.
All delivery terms stated in the Quotation, Research Plan and/or Agreement on the part of ECE are only approximate. ECE is never in default due to the passing of a term. If ECE foresees that there is a risk that a term will be substantially exceeded, ECE will notify the Client of this and discuss it. Exceeding the approximate term set by ECE does not entitle the Client to compensation for any damage suffered.
Article 3.5: Confidentiality
The Parties will treat the Confidential Information provided by the other Party as confidential and will not publish, disclose, exploit or otherwise provide it to Third Parties that are not involved in the performance of the Assignment without the prior Written permission of the other Party, nor will the receiving Party use the Confidential Information itself for a purpose other than that for which it was obtained.
Without the Parties compromising their own duty of confidentiality, the Parties must ensure that their employees, advisers and other parties involved in the performance of the Assignment strictly comply with the aforementioned confidentiality obligation.
When a Party becomes obliged to share certain Confidential Information pursuant to an order issued by an administrative or judicial competent authority, such Confidential Information may be shared by that Party, provided that this Party, immediately upon receipt of the order from the administrative or competent judicial authority and prior to compliance with the order by the Party, informs the other Party that has shared the Confidential Information of the order.
In the event that Personal Data are processed in the context of the Assignment, the Parties will comply with the obligations under the General Data Protection Regulation and enter into a Processing Agreement or a Joint Controllers Regulation.
Article 3.6: Publication
ECE is entitled to use the Results of the Assignment for educational and research purposes. ECE is entitled to publish on the Assignment and the subject of the Assignment, including the Results, in academic and professional journals, dissertations or other academic media
If and insofar as the publication referred to in this article contains Confidential Information originating from the Client in respect of which the Client has a concrete and reasonable interest in opposing the disclosure of this Confidential Information, ECE will present the text to be published to the Client prior to publication, so that the Client can check whether the publication means Confidential Information of the Client will be made public. The Client may notify the Client within thirty (30) calendar days from the date on which the intended publication is first submitted by ECE in Writing and with reasons that the intended publication contains Confidential Information from the Client together with a description of the concrete and real interests of the Client opposing disclosure. In such a situation, the Client will mark the Confidential Information so that ECE can change the publication in such a way that no Confidential Information from the Client is published.
If the Client has not responded in Writing after a period of thirty (30) calendar days after ECE has presented a text, the Client is deemed to have agreed to the text and its publication.
Article 3.7: Intellectual Property
The Parties will respect each other's Intellectual Property Rights, acquired by the Parties prior to entering into the Agreement as well as those that have arisen outside of the Assignment after the Agreement was entered into. Nothing in the Agreement will be interpreted as granting a right to or the transfer of Background Knowledge, unless this has been expressly agreed.
Unless agreed otherwise in Writing between the Parties, all Results ensuing from the Assignment and all Intellectual Property Rights vested therein or ensuing therefrom will accrue to ECE and/or, as the case may be, to persons employed by ECE and remain the property of ECE and/or the aforementioned persons employed by ECE. Insofar as such Intellectual Property Rights can only be obtained through filing and/or registration, only ECE is authorised to do this. The Client will provide ECE with all required cooperation when filing an application for an Intellectual Property Right.
The Parties are not entitled without prior permission to use each other's name, trade name and/or trademarks or pictorial marks in any connection, with the exception of ECE’s obligation to state the name of the Client as financier on publication of the Results.
Article 3.8: Scientific Integrity
As part of EUR, ECE is obliged at all times to perform the Assignment in accordance with the principles of good academic research as reflected in the most recent versions of the Dutch Code of Conduct for Academic Integrity, the Code of Conduct for the use of personal data in academic research and EUR's Integrity Code. These codes are an integral part of the Agreement. The Client acknowledges that the above-mentioned codes of conduct and integrity provide, among other things, guidelines on the suitability for publication as well as the verifiability and reproducibility of research and reuse of research data and, when granting the Assignment. agrees that against that background ECE may keep all underlying research details and/or data, both the rough and the edited versions - even after termination of the Assignment - in the long term in accordance with the applicable regulations. The Client is obliged to keep all rough and edited versions of the underlying research details and/or data which EU, unlike the Client, is not freely able to keep itself in the long term, to ensure the verifiability and reproducibility of the research and the reuse of the aforementioned research data even after termination of the Assignment. Such research data should be accessible at any time and free of charge at ECE’s request, in such a way that the research data are then findable, accessible, interoperable and reusable.
ECE is not obliged to comply with instructions from the Client regarding the performance of the Assignment/Agreement that in ECE’s opinion constitute a breach of academic integrity in general and/or of the standards set forth in the guidelines and codes referred to in article 3.8.1 in particular. ECE's refusal to comply with such instructions does not therefore constitute an attributable failure in the fulfilment of an obligation of ECE.
Article 3.9 Transferability of rights and obligations
ECE is entitled to replace employees who perform the Assignment by other employees. ECE has the right to have the Assignment or parts of it performed by Third Parties after having informed the Client. ECE remains responsible for compliance with the provisions of these ECE General Terms and Conditions for Contract Research and for performance of the activities under the Assignment by a Third Party.
The Client will not transfer the rights and/or obligations related to this Assignment to another Party without ECE's prior Written permission.
Article 3.10 Force majeure (non-attributable non-fulfilment)
Force majeure includes: any circumstance that within the meaning of Section 6:75 Dutch Civil Code is not for the account of ECE, including in any case but not exclusively: war, risk of war, natural or other disasters, non-delivery or late delivery of goods and/or services by Third Parties, strikes, blockades, student protests, serious operational failures, which hamper normal business operations to a large extent, such as a serious fire with loss of data, accidents, epidemics, voluntary dismissal, illness or departure of a specific employee or death of a specific employee and/or changes in legislation and/or regulations, as a result of which performance of the Assignment is no longer possible by operation of law.
ECE is not liable if it cannot fulfil its obligations or not in a timely or proper fashion under the Agreement due to force majeure. ECE's obligations will, as far as possible in consultation with the Client, be suspended until the time that ECE is able to comply with them in the agreed manner.
If the Assignment cannot be completed, or not within a period acceptable to the Client due to force majeure, then both Parties have the right to terminate the Agreement prematurely in Writing.
If the Assignment has been terminated prematurely by the Client in the event of force majeure on the part of ECE, the Client will owe a fee to ECE in accordance with the provisions of article 4.11 of these ECE General Terms and Conditions for Contract Research.
In the cases mentioned in this article, the Client is not entitled to compensation.
