General Terms and Conditions

Arbode Maritiem B.V.

Article 1 – Definitions

1. Arbode Maritiem: Arbode Maritiem B.V., registered in the Netherlands, having its principal place of business in Giessen.

2. Client: any natural person, legal entity or organisation that enters into an agreement with Arbode Maritiem for the provision of Services.

3. Services: all services provided by Arbode Maritiem, including but not limited to training courses, classroom training, e-learning, examinations, audits, consultancy, advisory services and related activities.

4. Agreement: any agreement concluded between Arbode Maritiem and the Client relating to the provision of Services.

5. Participant: any individual participating in training or education provided by Arbode Maritiem on behalf of or through the Client.

Article 2 – Applicability

1. These General Terms and Conditions apply to all offers, quotations, Agreements and Services of Arbode Maritiem.

2. Any deviations from these conditions are only valid if expressly agreed in writing by Arbode Maritiem.

3. General terms and conditions of the Client are expressly excluded.

Article 3 – Formation of the Agreement

1. All offers and quotations issued by Arbode Maritiem are non-binding unless stated otherwise in writing.

2. An Agreement is concluded once Arbode Maritiem has confirmed the assignment in writing or has commenced execution of the Services.

3. Agreements are entered into for a fixed term or project duration unless agreed otherwise.

Article 4 – Obligations of the Client

1. The Client shall ensure the timely and complete provision of all information, documentation and cooperation reasonably required for the proper execution of the Services.

2. The Client is responsible for ensuring that Participants are medically fit, adequately trained, authorised and suitable for participation, unless explicitly agreed otherwise.

3. Arbode Maritiem is entitled to suspend the execution of the Services if the Client fails to fulfil its obligations.

Article 5 – Performance of the Services

1. Arbode Maritiem shall perform the Services with due care, professional expertise and in accordance with industry standards applicable to the maritime and passenger shipping sector.

2. Arbode Maritiem may engage certified instructors, consultants or third parties in the execution of the Services.

3. Any stated timelines are indicative and shall not be deemed strict deadlines unless expressly agreed in writing.

4. Arbode Maritiem does not guarantee successful certification or assessment results if failure is caused by insufficient competence, attendance, preparation or conduct of Participants.

Article 6 – Force Majeure

1. Force majeure includes any circumstance beyond the reasonable control of Arbode Maritiem, including but not limited to illness of instructors, extreme weather conditions, governmental measures, onboard incidents, technical failures, strikes or pandemics.

2. In the event of force majeure, Arbode Maritiem is entitled to suspend, reschedule or cancel the Services without being liable for any damages.

Article 7 – Complaints

1. Any complaints relating to the Services must be submitted in writing within fourteen (14) days after discovery.

2. Arbode Maritiem shall handle complaints in accordance with its ISO 9001 quality management system.

3. Submitting a complaint does not suspend the Client’s payment obligations.

Article 8 – Liability

1. Arbode Maritiem shall only be liable for direct damages resulting from wilful misconduct or gross negligence by its management.

2. Liability for indirect damages, consequential loss, loss of profit or business interruption is expressly excluded.

3. Any liability shall in all cases be limited to the invoice value of the relevant Service, or in the case of continuing services, a maximum of three (3) months’ invoice value.

4. The Client indemnifies Arbode Maritiem against any claims by third parties, including Participants.

Article 9 – Cancellation and Changes

1. Cancellation of scheduled training is free of charge up to ten (10) working days prior to commencement.

2. In case of late cancellation or rescheduling, Arbode Maritiem is entitled to charge the full agreed fee.

3. Arbode Maritiem reserves the right to cancel or reschedule training sessions in the event of insufficient participants or unforeseen circumstances.

Article 10 – Prices and Payment

1. All prices are exclusive of VAT and any applicable taxes or duties.

2. Invoices must be paid within thirty (30) days from the invoice date.

3. In the event of late payment, the Client shall be in default by operation of law and statutory commercial interest shall apply.

4. Arbode Maritiem reserves the right to request advance payment or additional security.

Article 11 – Intellectual Property

1. All intellectual property rights relating to training materials, e-learning content, examinations and documentation remain the exclusive property of Arbode Maritiem.

2. Materials may only be used for internal training purposes of the Client.

3. Reproduction, distribution or commercial use without prior written consent is strictly prohibited.

Article 12 – Confidentiality

1. Both parties shall maintain confidentiality of all confidential information obtained in the context of the Agreement.

2. Arbode Maritiem is entitled to list the Client as a reference unless agreed otherwise in writing.

Article 13 – Non-Solicitation

1. The Client shall not directly or indirectly employ or engage instructors, consultants or staff of Arbode Maritiem within twelve (12) months after termination of the Agreement.

2. In case of violation, the Client shall owe an immediately payable penalty of EUR 25,000 per violation, without prejudice to Arbode Maritiem’s right to claim damages.

Article 14 – Governing Law and Jurisdiction

1. All Agreements and legal relationships between Arbode Maritiem and the Client are governed exclusively by Dutch law.

2. Any disputes shall be submitted to the competent court in Arnhem, the Netherlands.

Arbode Maritiem B.V.
IJmuiden, The Netherlands
Revised edition – 2025