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General Terms and Conditions of Solros Development Group B.V.

v2.0 Updated on 22 May, 2025

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​Article 1: Definitions

 

In these General Terms and Conditions, the following terms shall have the following meanings:

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  • Solros: Solros Development Group B.V., the Contractor who uses these General Terms and Conditions for the provision of Services;

  • User: the person, company or organisation that uses any services of Solros Development Group B.V.

  • Services: All products and services provided by Solros to the User in relation to thePositivity Playground and the other programmes, including workshops, consulting, and coaching all in the broadest sense of the word, as well as all other work performed for the User that has not been expressly requested by the User;

  • Work Product: the formulas, plans, ideas, procedures, methods, systems, processes, concepts, principles, discoveries, devices, explanations, techniques, results, inventions and related know-how, designs, trademarks, service marks, trade secrets, photographs, illustrations and other proprietary information developed and owned by Solros and/or such information owned by others and used by Solros in the provision of the Services.

 

Article 2: Applicability of these General Terms and Conditions

 

  1. These General Terms and Conditions apply to all offers and agreements whereby Solros offers or provides services.

  2. Solros reserves the right to change these terms and conditions at any time after notifying users by email or by posting a notice on Positivity Playground. By continuing to participate in the Services, the user agrees to the terms and conditions in effect at that time.

  3. Not only Solros but also all persons or companies involved in the execution of any assignment for the User may invoke these General Terms and Conditions.

  4. These General Terms and Conditions also apply to additional assignments and follow-up assignments from the client.

  5. Any purchase or other general terms and conditions of the User shall not apply unless expressly accepted by Solros in writing.

 

Article 3: Quotations

 

  1. Quotations made by Solros are without obligation and are valid for 14 days, unless otherwise indicated. Solros is only bound by quotations if their acceptance is confirmed by the User within 14 days.

  2. The prices in the quotations are exclusive of VAT and other costs and possible taxes, as indicated in the quotation, unless otherwise stated in writing.

  3. Quotations are based on the information available to Solros.

 

Article 4: Performance of the agreement/Services

 

  1. Agreements concluded with Solros or Services agreed with Solros result in an obligation for Solros to perform to the best of its ability, not an obligation to achieve a specific result. Solros is obliged to fulfil its obligations in accordance with the standards of care and professionalism that can be expected of Solros at the time of performance.

  2. If and insofar as required for the proper performance of the agreement and/or the Services, Solros shall be entitled to have certain work performed by third parties. This shall always be done in consultation with the User.

  3. The User shall ensure that all information that Solros indicates is necessary or that the User should reasonably understand is necessary for the performance of the agreement and/or the Services is provided to Solros in a timely manner. If the information required for the performance of the agreement and/or the Services is not provided to Solros in good time, Solros shall be entitled to suspend the performance of the agreement and/or the Services and/or to charge the User for the additional costs resulting from the delay in accordance with the usual rates.

  4. Solros is not liable for damage of any kind resulting from Solros having relied on incorrect and/or incomplete information provided by the User.

 

Article 5: Contract term and termination

 

1. The contract term is set out in the agreement and the description of the Services that Solros enters into with the User.

2. Either party may terminate this agreement in whole or in part with immediate effect by giving written notice to the other party if:

a. The other party fails to fulfil one or more of its obligations and one or more of the following circumstances arise:

  • Performance is permanently impossible;

  • The other party fails to fulfil its obligations within a reasonable period of 30 days after written notice.

b. The other party fails to fulfil one or more of its obligations under this agreement and the failure is so serious that the terminating party can no longer reasonably be expected to continue the agreement.

c. The other party is declared bankrupt, the other party is granted a moratorium and/or the other party ceases its business activities in whole or in part.

3. Solros has the right to terminate this agreement in whole or in part with immediate effect by means of a written notification to the other party if the customer infringes Solros‘s intellectual property rights or disputes Solros’s intellectual property rights.

 

Article 6: Amendment of the agreement and/or Services

 

  1. If, during the performance of the agreement and/or Services, it appears that it is necessary for proper performance to amend or supplement the work to be performed, the parties will amend the agreement and/or Services accordingly in good time and in consultation.

  2. Any amendment or modification may affect the time of completion of the performance. Solros will inform the User of this as soon as possible.

  3. If any amendment or modification to the agreement and/or Services has financial or qualitative consequences, Solros will inform the User of this in advance.

 

Article 7: Confidentiality and non-use

 

1. The User understands and agrees that the Work Product has been developed by Solros and others through a significant investment of time, effort and costs, that the Work Product is a valuable, special and unique commercial property that gives Solros a significant and valuable competitive advantage, and that the Work Product must be protected against unauthorised disclosure.

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2. Solros shall at all times remain the owner of (the rights to) the Work Product.

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3. The User therefore agrees to the following:

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a. The User shall have and shall not have any right, claim, licence or other interest in the Work Product;

b. The User shall not use the Work Product for commercial purposes;

c. The User will not use the Work Product for educational or team-building purposes, unless the User's current employer has a licence agreement with Solros or the User is a Certified Positive Peer Coach with a valid subscription to the Certified Coach Hub. However, nothing in this provision prevents the User from using the Work Product for their personal learning and development purposes;

d. The User may not sell, resell, license, rent, lease, lend, distribute or otherwise make the Work Product available to other persons or entities;

e. The User may not copy, share or duplicate the Work Product outside the User's organisation for any purpose without the express prior written consent of Solros.

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4. In the event of a breach of the provisions of this article, the User shall owe Solros an immediately payable penalty of €5,000 per breach and €500 for each day that the breach continues. Instead of a penalty, Solros may also opt for full compensation, insofar as this amount exceeds the forfeited penalty. Damage as referred to in this article must be reported to Solros in writing as soon as possible, but in any case within thirty (30) days of its occurrence.

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5. These obligations shall remain in force after the termination of the User's participation in the Positivity Playground and the Services.

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6. If confidential information is shared, the parties are obliged to maintain confidentiality regarding all confidential information that they have obtained from each other or from another source in the context of the agreement and/or the Services. Information is considered confidential if this has been communicated by the other party or if this arises from the nature of the information.

 

Article 8: Use of data

 

  1. As part of the learning, coaching and coach training programmes Solros may collect user data via questionnaires to help design relevant programmes and evaluate the effectiveness of the programmes.

  2. From time to time, Solros may share anonymised (anonymous), aggregated summaries of group data for marketing, feedback, analysis, insights and programme development. Users will never be identified individually without express written consent.

  3. Solros Mentor Coaches, coach-trainees in our coach training programmes and Certified Positive Peer Coaches (‘Solros Coaches’) may be required to keep a logbook with the name, email address and coaching hours of users for certification purposes as a professional coach. The User authorises Solros and Solros Coaches to use this data for these purposes. The User further authorises certification bodies to contact the User for verification of the information provided, in the unlikely event that Solros is randomly selected for inspection. This authorisation remains in force until it is specifically withdrawn by the User.

  4. The User may at any time request that Solros delete the User's data, after which Solros will delete the data from its systems and terminate the User's access to the Positivity Playground and the Services.

 

Article 9: Private coaching

 

  1. The Programmes may include coaching on topics jointly determined by Users and Solros coaches (‘Private Coaching’). The User understands and agrees that Private Coaching is not intended and should not be construed or interpreted by the User in any way as psychotherapy, psychological counselling or any form of therapy, advice, suggestion or recommendation regarding their specific problems or planned actions. If the User requires such professional guidance or advice, it is the User's responsibility to consult a qualified professional.

  2. Solros and Solros Coaches are subject to the Code of Ethics of the International Coach Federation, which requires the protection of all information obtained during Private Coaching (‘Confidential Information’), unless permission for disclosure has been given. However, the User understands and agrees that Solros and Solros Coaches may be legally required to disclose such information.

  3. The User acknowledges that it is not always possible for Solros and Solros Coaches to fully protect confidential information sent or stored electronically.

  4. Furthermore, the User understands that Solros and Solros Coaches are not always able to protect confidential information in the case of team, peer or group coaching, where members of the group may choose to disclose information without the knowledge or consent of Solros.

 

Article 10: Use of system logins

 

  1. When logins for Solros's online resources are provided in connection with the agreement and/or Services and/or Programmes, Solros will assign one login per User, which may only be transferred within the User's organisation and with the prior consent of Solros.

  2. The User agrees that the deliberate transfer of a login to another person will result in the termination of the User's access and that Solros is not obliged to reimburse any related costs or fees.

 

Article 11: Community guidelines

 

  1. Solros may set up online communities in connection with certain Services. The User agrees that the User is bound by Solros's community guidelines and programme manual and that Solros may, at its sole discretion, remove a User from the online platform for violating the guidelines. Solros is not obliged to reimburse any costs or fees related thereto.


 

Article 12: Liability

 

  1. In exchange for participation in the Programmes, the User hereby waives, releases, indemnifies, holds harmless, undertakes not to prosecute and indemnifies Solros, its directors, officers, employees, contractors, Solros coaches, instructors, facilitators, staff, community managers, moderators and agents, and each of them (‘Indemnified Parties’) from and against all claims, demands, lawsuits and legal proceedings for damage or loss to the User or to the User's property arising out of or resulting from participation in the Programmes (with the exception of damage resulting from a breach of the above provisions regarding confidentiality or anonymity), regardless of whether this is the result of negligence on the part of Solros or otherwise.

  2. Neither the Exempt Parties nor the User shall be liable for, and each party waives and indemnifies the other party against, any claims for special, incidental or consequential damages, including lost income, lost profits and economic losses arising from the provision of or participation in the programmes.

  3. Any dispute relating to participation in the programmes shall, at the written request of Solros or the User, be submitted to binding and non-appealable arbitration by an arbitrator appointed by mutual agreement between the parties.

 

Article 13: Payment

 

  1. Unless otherwise agreed in writing, payment shall be made within 14 days of the invoice date, in the manner specified by Solros and in the currency in which the invoice is issued. Payment shall be made without any deduction, compensation or suspension on any grounds whatsoever.

  2. If the User has not paid the amounts due by the due date, they shall automatically be in default, without any further notice of default being required. In the event of default of payment by the User, Solros shall be entitled to cease or suspend all work to be performed for the User with immediate effect, without being liable to the User in any way for damages.

  3. In the event of default in payment, the User shall also owe default interest on the outstanding claims equal to the statutory interest rate;

  4. In the event of liquidation, bankruptcy or suspension of payments by the User, Solros's claims and the User's obligations towards Solros shall become immediately due and payable;

  5. Payments made by the User shall always be used first to settle all interest and costs owed, and secondly to settle the longest outstanding invoices, even if the User states that the payment relates to a later invoice;

  6. If Solros is required to make more than the usual effort to perform the agreement and/or the Services, Solros may demand payment (or equivalent security) before commencing its work.

 

Article 14: Collection costs

 

If Solros decides, for reasons of its own, to collect a claim for non-payment of one or more unpaid invoices through legal channels, the User shall be obliged to pay, in addition to the principal sum due and interest, all reasonable judicial and extrajudicial costs incurred. These shall always include the costs of collection agencies, as well as the costs and fees of bailiffs and lawyers, even if these exceed the legal costs to be awarded. The reimbursement of judicial and extrajudicial costs incurred shall amount to at least 15% of the principal sum due.

 

Article 15: Liability

 

  1. Solros accepts no liability whatsoever for damage arising from or in connection with the services it has provided, unless the User demonstrates that the damage was caused by intent or gross negligence on the part of Solros.

  2. Solros's liability is limited to the invoice value of the order and/or the Services, or at least that part of the order and/or the Services to which the liability relates.

  3. Notwithstanding the provisions of paragraph 2 of this article, in the case of an order with a term of more than six months, liability shall be further limited to the invoice amount due for the last six months.

  4. If damage is caused to persons or property by or in connection with the performance of services by the contractor or otherwise, for which the contractor is liable, that liability shall be limited to the amount paid under the general liability insurance taken out by the contractor, including the excess borne by the contractor in connection with that insurance. Solros is not liable for damage for which it is not insured.

  5. Any liability of the contractor for business damage or other indirect damage or consequential damage of any kind whatsoever is expressly excluded.

 

Article 16. Cancellation/termination of the agreement

 

  1. Solros has the right to cancel a course, training, guidance or coaching programme or to refuse participation by a User or to refuse the coachee designated by the User without giving reasons.

  2. The User has the right to cancel participation in or the assignment and/or Services for a course, training, guidance or coaching programme by registered letter.

  3. If the User terminates their participation in the course, training, guidance or coaching programme prematurely after it has commenced, or otherwise fails to participate, the User shall not be entitled to any refund.

  4. If one of the parties fails to fulfil its obligations in a substantial manner and, after being expressly notified of this by the other party, fails to fulfil this obligation within a reasonable period of time, the other party is entitled to terminate the agreement without the terminating party owing any compensation to the party in default. The services already provided prior to termination shall be paid for in the agreed manner.

 

Article 17: Dispute resolution

 

  1. All agreements between Solros and the User shall be governed by Dutch law.

  2. Any disputes arising from agreements to which these terms and conditions apply shall be submitted to the competent court in the district of The Hague.

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