B2B General Terms & Conditions

1 · Definitions

For the purposes of these Terms:

JDO
means JDO Academy B.V., including services and activities operated under JDO Academy, JDO Collective and related JDO programmes, concepts and brands.

Client
means any company, salon, academy, school, educational institution, brand, magazine, publisher, agency, organisation, production company, professional, foundation or other legal or commercial entity entering into an Agreement with JDO.

Agreement
means any quotation, proposal, booking confirmation, order confirmation, contract, subscription, licence, statement of work or other written or electronic agreement between JDO and the Client, together with these Terms.

Participant
means any employee, student, team member, trainee, model, artist, guest, delegate or other person participating in Services booked by the Client.

Programme Materials
means all course content, presentations, videos, methods, systems, frameworks, exercises, training materials, manuals, worksheets, templates, recordings, digital resources and other intellectual property supplied or created by JDO.

Third-Party Costs
means costs incurred by JDO with external providers or suppliers in connection with an Agreement, including but not limited to flights, transport, accommodation, venues, studios, models, photographers, assistants, educators, facilitators, production staff, catering, equipment, rentals, products, couriers, permits, translators and other suppliers.

Services
means all services supplied by JDO, including but not limited to:

• professional education and training;
• hairstyling and hair education;
• make-up education;
• wellbeing programmes;
• personal and professional development programmes;
• salon and team programmes;
• academy and school programmes;
• online programmes;
• digital education;
• subscriptions;
• memberships;
• licences;
• masterclasses;
• workshops;
• immersions;
• retreats;
• events;
• experiences;
• shows;
• demonstrations;
• bespoke educational programmes;
• consultancy;
• creative direction;
• brand collaborations;
• partnerships;
• editorial assignments;
• photography;
• photoshoots;
• campaign productions;
• commercial productions;
• portfolio productions;
• academy shoots;
• content creation;
• programme implementation;
• and other professional services provided by JDO;

2 · Applicability

2.1 These Terms apply to all quotations, proposals, Agreements, Services and business relationships between JDO and the Client unless expressly agreed otherwise in writing.

2.2 Any terms and conditions of the Client are expressly excluded unless JDO has expressly accepted them in writing.

2.3 Any deviation from these Terms must be agreed in writing.

2.4 Where a specific Agreement contains a provision that differs from these Terms, the specific provision in the Agreement shall prevail.

2.5 If any provision of these Terms is held to be invalid, void or unenforceable, the remaining provisions remain in full force.

2.6 The parties shall, where appropriate, replace an invalid provision with a valid provision that reflects its commercial purpose as closely as reasonably possible.

3 · Quotations and conclusion of Agreements

3.1 Unless otherwise stated, quotations and proposals issued by JDO are valid for 14 calendar days.

3.2 JDO may withdraw or correct a quotation before acceptance where it contains an obvious error, pricing error or incorrect information.

3.3 An Agreement becomes binding when one or more of the following occurs:

• the Client signs or otherwise accepts a quotation, proposal or Agreement;
• the Client confirms acceptance in writing or electronically;
• the Client pays a deposit, invoice or other amount relating to the Services;
• JDO begins performing the Services at the Client’s request.

3.4 By entering into an Agreement, the Client confirms that these B2B General Terms & Conditions were made available to it before conclusion of the Agreement.

3.5 Prices, dates, Participant numbers, locations, deliverables and project-specific details are determined in the relevant quotation, Agreement or booking confirmation.

3.6 The Client warrants that the person entering into the Agreement on its behalf is authorised to bind the Client.

3.7 JDO may verify company registration details, identity, authority, professional background, payment information, Participant information, and the legitimate purpose of an assignment.

3.8 JDO may refuse, postpone or suspend an assignment where there are reasonable concerns regarding fraud, misrepresentation, payment risk, document misuse, visa or immigration misuse, unlawful activity, safety, or material reputational risk.

4 · Scope of Services and changes

4.1 The scope of the Services is determined by the relevant Agreement.

4.2 Work requested outside the agreed scope may be charged separately.

4.3 Changes requested by the Client may affect price, timing, staffing, travel, production, programme structure, availability and Third-Party Costs.

4.4 JDO is not required to perform additional Services until additional fees or revised terms have been agreed.

4.5 Where circumstances reasonably require it, JDO may make minor operational changes that do not materially reduce the nature or overall value of the agreed Services.

5 · Prices, VAT and additional costs

5.1 Unless expressly stated otherwise, all B2B prices are exclusive of VAT and other applicable taxes.

5.2 Where VAT exemption or other tax treatment applies, this will be applied where legally appropriate.

5.3 Unless expressly included, fees do not include travel, flights, train tickets, transfers, accommodation, visas, visa application fees, travel insurance, venue rental, studio fees, catering, models, photographers, assistants, trainers, facilitators, production staff, equipment, products, materials, printing, shipping, customs, import or export costs, permits, location fees, production expenses, translators, interpreters or other external suppliers.

5.4 Such costs may be invoiced separately.

5.5 Where the Client changes Participant numbers, production requirements or project scope, JDO may issue a revised quotation.

6 · Payment structure and deposits

6.1 Unless expressly agreed otherwise, international group bookings, bespoke programmes, substantial training projects, productions and other substantial B2B projects require a 50% deposit upon confirmation.

6.2 The deposit must be received in cleared funds before JDO is required to commence substantive programme development, reserve dates, reserve trainers, reserve production capacity, secure locations, prepare bespoke materials, make substantial supplier commitments, prepare visa-support documentation, or otherwise materially commence the project.

6.3 Payment of the deposit confirms the Client’s commitment to the project.

6.4 Unless otherwise stated in the Agreement, the remaining 50% must be received no later than 14 calendar days before commencement of the Services.

6.5 Where an Agreement is entered into less than 14 days before commencement, JDO may require immediate payment of the full amount.

6.6 Full payment is a condition of participation and delivery.

6.7 JDO may refuse access to trainings, programmes, masterclasses, retreats, events, shows, photoshoots, productions, online platforms or other Services where any amount due remains unpaid.

6.8 JDO may withhold final programme materials, certificates, login access, documentation, visa-support documents, deliverables or production output until overdue amounts have been received.

6.9 Suspension or refusal of access due to non-payment does not release the Client from its payment obligations.

7 · Payment terms and late payment

7.1 Invoices must be paid within the payment term specified on the invoice or in the Agreement.

7.2 Unless otherwise stated, invoices are payable within 14 calendar days.

7.3 Payment shall be made without deduction, set-off or suspension except where mandatory law requires otherwise.

7.4 Where payment is overdue, JDO may charge applicable statutory commercial interest.

7.5 JDO may recover reasonable collection costs and legally permitted recovery or legal expenses.

7.6 JDO may suspend Services when an invoice remains unpaid.

7.7 Suspension due to late payment does not affect the Client’s obligation to pay the agreed amounts.

8 · Cancellation by the Client

8.1 All cancellations must be submitted to JDO in writing.

8.2 Unless different cancellation conditions are expressly agreed in the relevant Agreement, the following cancellation charges apply to bespoke programmes, training days, group training, masterclasses, workshops, events, shows, retreats, photoshoots, productions and creative assignments.

8.3 Where a higher deposit has already become non-refundable pursuant to the specific Agreement, that deposit remains payable unless JDO expressly agrees otherwise.

8.4 In addition to the applicable cancellation fee, the Client remains liable for any non-refundable or non-cancellable Third-Party Costs already incurred or committed by JDO.

8.5 Such costs may include flights, train tickets, hotels, accommodation, transport, venues, studios, models, photographers, assistants, freelancers, educators, facilitators, equipment, production, catering, permits, printing, products, shipping, rentals and supplier cancellation fees.

8.6 JDO is not required to absorb costs reasonably incurred in reliance on a confirmed booking.

9 · Client-side circumstances

9.1 Circumstances on the Client’s or Participant’s side do not automatically give the Client a right to cancel, postpone or receive a refund.

9.2 Such circumstances include, without limitation: illness, staff shortages, unavailable Participants, insufficient Participant numbers, budget changes, internal management changes, inability to travel, flight cancellation, missed flights, train disruption, refusal or delay of visas, invalid passports, border problems, entry refusal, delayed or lost Client goods, unavailable Client-appointed models, unavailable Client-appointed staff, problems with Client-appointed suppliers, late information and incomplete information.

9.3 Where JDO remains ready and able to provide the agreed Service, inability of the Client or Participant to attend does not automatically release the Client from payment.

9.4 JDO may, at its discretion, permit rescheduling.

9.5 Rescheduling is not an automatic right.

9.6 A rescheduled Service may be subject to availability, additional costs, updated rates, travel changes, supplier cancellation fees and administrative fees.

10 · International travel, visas and immigration

10.1 The Client and each Participant are solely responsible for obtaining and maintaining all required passports, visas, travel authorisations, entry permissions, residence permissions, work permissions where applicable, vaccinations, insurance and other travel documentation.

10.2 JDO does not provide immigration or legal advice.

10.3 JDO does not guarantee issuance of a visa, immigration approval, admission at a border, entry into the Netherlands, entry into the Schengen Area, or entry into any other country.

10.4 Visa refusal, visa delay, passport issues, immigration issues or border refusal do not constitute cancellation by JDO, breach by JDO, or force majeure affecting JDO.

10.5 Except where JDO has expressly agreed a Special Visa Refund Arrangement, visa and immigration risk remains entirely with the Client and Participant.

10.6 The Client remains responsible for payment in accordance with these Terms.

11 · Visa-support and invitation documentation

11.1 JDO may, at its discretion, provide bona fide documentation supporting a genuine confirmed booking.

11.2 Such documentation may include Business Training Invitation Letters, booking confirmations, programme confirmations, training schedules, enrolment confirmations, invoices, and information concerning programme dates and purpose.

11.3 JDO is not required to issue visa-support documentation until the relevant Agreement has been concluded, the required deposit has been received in cleared funds, JDO has received the Participant information reasonably required, and JDO has reasonably verified the Client and the purpose of the booking.

11.4 JDO may request passport copies, full Participant lists, company registration documents, employment information, study information, business information, addresses, contact information, proof of professional activity and other reasonable verification.

11.5 The Client warrants that every Participant for whom visa-support documentation is requested genuinely intends to participate in the programme specified in the documentation.

11.6 JDO-issued documentation may only be used by the named person, for the named programme, for the stated dates and for the stated purpose.

11.7 Such documentation may not be altered, falsified, transferred, reused for another trip, resold, assigned to another individual, reproduced for another purpose, or used for an unrelated immigration purpose.

11.8 JDO’s visa-support documentation constitutes only factual confirmation of a genuine booking.

11.9 Unless expressly agreed in a separate written document, it does not constitute formal immigration sponsorship, financial sponsorship, guarantee of visa approval, guarantee of entry, guarantee of return travel, guarantee of compliance by the Participant, or acceptance of responsibility for the Participant’s behaviour or immigration status.

12 · Visa fraud, document misuse and withdrawal

12.1 Providing false, misleading, fraudulent or materially incomplete information constitutes a material breach of the Agreement.

12.2 JDO may immediately suspend or terminate cooperation where it reasonably suspects visa fraud, immigration misuse, false documentation, document alteration, misrepresentation, unlawful migration activity, trafficking or facilitation of unlawful migration, use of a JDO programme primarily as a pretext for obtaining entry, or absence of genuine intention to participate.

12.3 JDO may withdraw or invalidate previously issued supporting documentation where the booking is cancelled, required payments are not made, the Participant no longer intends to attend, information supplied proves incorrect, fraud or misuse is reasonably suspected, or the Agreement is otherwise terminated.

12.4 Where reasonably necessary, JDO may notify the relevant embassy, consulate, visa application centre, immigration authority, border authority, government department or other competent authority that a booking, invitation or supporting document has been withdrawn or is no longer valid.

12.5 Obtaining a visa through JDO-issued documentation does not release the Client from its contractual obligations.

12.6 If a visa has been granted and the Client or Participant subsequently cancels, fails to attend, changes the purpose of travel, or does not participate in the agreed programme, the normal cancellation provisions apply.

12.7 A Special Visa Refund Arrangement does not apply after the relevant visa has been granted.

12.8 To the extent legally permissible, the Client shall indemnify JDO against reasonable claims, losses, penalties and costs arising from false information, immigration offences, fraudulent conduct or misuse of JDO-issued documentation by the Client or its Participants, except insofar as caused by JDO’s own unlawful or culpable conduct.

13 · Special Visa Refund Arrangement

13.1 A Special Visa Refund Arrangement applies only where JDO has expressly confirmed it in writing in the relevant quotation, Agreement or booking confirmation.

13.2 A visa refund arrangement is not automatically included with a JDO Service.

13.3 Unless expressly agreed otherwise, the Special Visa Refund Arrangement does not apply to retreats, individual bookings, photoshoots, productions, shows, masterclasses, events, brand assignments, editorial assignments, consultancy, subscriptions or online programmes.

13.4 Where an eligible international group-training project expressly includes a Visa Refund Arrangement and the required visa applications are officially refused, the Client may request a refund subject to this Article.

13.5 The Client must provide the official written visa-refusal decision, evidence identifying the affected Participant, evidence that a genuine and complete application was submitted, evidence that the application was submitted in sufficient time, and any additional information reasonably requested by JDO.

13.6 Where the entire eligible group cannot participate solely because all required visas have officially been refused, 90% of the deposit paid to JDO shall be refundable and 10% of the deposit shall remain non-refundable.

13.7 The retained 10% constitutes a project initiation, administration and processing fee.

13.8 This fee covers work including administration, communication, programme preparation, project planning, reservation of capacity, document preparation and visa-support administration.

13.9 Non-refundable Third-Party Costs specifically incurred for the Client may additionally be deducted where such costs were reasonably incurred or agreed.

13.10 Where only some Participants are refused visas, the refund will depend on the pricing structure of the booking.

13.11 Where the programme is sold as a fixed-price group package, a reduction in Participant numbers does not automatically create a proportional refund.

13.12 No visa-related refund is due where the problem arises wholly or partly because of late application, incomplete application, incorrect information, misleading information, insufficient supporting evidence, insufficient financial evidence, missed appointments, invalid passport, failure to provide documents, withdrawal of the application, previous immigration circumstances, failure to cooperate, change of mind, or circumstances attributable to the Client or Participant.

14 · Participant numbers

14.1 Fees may be based on a specified number of Participants, a Participant range, or a fixed group price.

14.2 The Client must provide final Participant numbers by the applicable deadline.

14.3 A reduction in Participant numbers does not automatically reduce the agreed fee.

14.4 Additional Participants require prior approval and may incur additional charges.

14.5 JDO may refuse participation by additional Participants until applicable additional fees have been paid.

15 · Trainings, masterclasses and educational programmes

15.1 JDO shall deliver educational Services with reasonable professional care.

15.2 Programmes may include technical training, creative development, professional development, practical exercises, wellbeing, personal development, and business or industry education.

15.3 Programme descriptions represent the intended content.

15.4 JDO may reasonably change lesson order, timing, trainer, educator, exercises, location or delivery format where necessary and where the overall value of the programme is not materially reduced.

15.5 JDO does not guarantee specific financial results, employment, career progression, publication, commercial results, creative results or business outcomes.

15.6 Certificates confirm participation or completion according to JDO’s applicable requirements and do not constitute a government-recognised qualification unless expressly stated otherwise.

16 · Wellbeing programmes

16.1 JDO wellbeing programmes are intended for wellbeing, education, personal development and professional development.

16.2 Such programmes do not constitute or replace medical treatment, psychological treatment, psychiatric treatment, physiotherapy, diagnosis or other regulated healthcare.

16.3 Participants remain responsible for assessing whether participation is appropriate for them.

16.4 Participants should disclose relevant circumstances where appropriate for safe participation.

16.5 JDO or its facilitator may adapt or discontinue an exercise where reasonably necessary for safety.

17 · Online programmes and digital access

17.1 Digital access is provided for the period stated in the Agreement.

17.2 Access is limited to authorised users and licences purchased.

17.3 Unless expressly permitted, the Client and Participants may not share login credentials, distribute Programme Materials, copy courses, screen-record protected content, resell access, reproduce programmes, upload JDO content to another platform, use JDO content to create or deliver a competing programme, or make Programme Materials publicly available.

17.4 JDO may suspend access where misuse is reasonably suspected.

17.5 JDO may update, improve or replace digital content and platforms from time to time, provided the essential purpose of the purchased Service remains substantially available.

18 · B2B subscriptions, memberships and licences

18.1 Subscription duration, fees, billing frequency, licence numbers and included Services are specified in the relevant Agreement.

18.2 A fixed-term B2B subscription remains payable for the entire agreed term unless expressly agreed otherwise.

18.3 Failure or decision not to use the subscription does not release the Client from payment.

18.4 Renewal arrangements and notice periods shall be specified in the Agreement or order confirmation.

18.5 JDO may change subscription fees for a subsequent renewal period by providing reasonable advance notice.

18.6 JDO may suspend access where subscription fees remain unpaid.

18.7 Programme licences are limited to the agreed Client, location, team, users and purpose.

18.8 A subscription, membership or licence may not be transferred, sublicensed, resold or made available to another business without JDO’s prior written permission.

19 · Salons, teams, academies and schools

19.1 Where JDO provides Services to an organisation, the Client is responsible for selecting appropriate Participants, supplying accurate Participant numbers, communicating relevant programme information, ensuring attendance, providing suitable facilities where agreed, and ensuring Participants comply with reasonable instructions.

19.2 Purchasing a JDO programme does not grant the Client the right to teach the JDO Method, reproduce JDO content, certify third parties, resell JDO educational content, commercially exploit Programme Materials, or represent itself as an official JDO academy or educator.

19.3 Any train-the-trainer programme, licensing, white-label arrangement, implementation partnership or certification collaboration requires a separate written Agreement.

20 · Brands, magazines, partnerships and creative collaborations

20.1 The scope of a brand, editorial, media or partnership project will be specified in the relevant Agreement.

20.2 No exclusivity is granted unless expressly agreed in writing.

20.3 Use of JDO’s name, trademarks, logos, biography, credentials, photographs, endorsement and programme names must remain within the agreed scope.

20.4 The Client may not imply an ongoing partnership, endorsement, ambassadorship, sponsorship or representation beyond what has been expressly agreed.

20.5 Usage rights, duration, territory, media and campaign use may be limited in the Agreement.

20.6 Additional or expanded usage may require additional licensing fees.

21 · Photoshoots, shows and productions

21.1 This Article applies to editorial shoots, campaign shoots, commercial productions, academy shoots, portfolio shoots, content productions, shows, demonstrations and other creative productions.

21.2 The specific Agreement may state date, location, concept, creative direction, photography, hair, make-up, styling, models, number of looks, deliverables, production services and usage rights.

21.3 JDO may incur substantial costs before the production date.

21.4 The Client is responsible for ensuring that Client-supplied clothing, products, samples, packaging, tools, accessories, equipment, campaign assets and materials arrive at the agreed destination in full and on time.

21.5 Shipment and delivery of Client-owned items are at the Client’s risk unless JDO has expressly agreed to manage the shipment.

21.6 Delayed, lost, damaged, incomplete, incorrectly shipped, seized or customs-held Client materials do not constitute a failure by JDO.

21.7 Where the production cannot proceed, must be reduced or must be altered because Client-supplied items do not arrive or are unsuitable, the Client remains liable for JDO’s agreed fees, flights, train tickets, accommodation, transport, venue costs, studio costs, models, photographers, assistants, crew, external artists, rentals, equipment, permits, catering, production expenses and supplier costs.

21.8 JDO may make reasonable efforts to adapt the production, but is not obliged to incur additional costs itself.

21.9 Any additional production day, reshoot or postponement caused by circumstances attributable to the Client shall be charged separately.

21.10 Where JDO has already travelled, reserved crew, secured a venue or incurred production costs, those costs remain payable even if the production cannot proceed for reasons attributable to the Client.

22 · Shipping, customs and Client goods

22.1 Unless expressly agreed otherwise, the Client is responsible for shipping, courier arrangements, customs documents, import, export, temporary admission, duties and taxes relating to Client-owned goods.

22.2 JDO does not guarantee courier delivery, customs clearance, arrival times or release by border authorities.

22.3 Customs delay, seizure, loss or courier failure relating to Client goods does not release the Client from payment obligations.

22.4 Duties, taxes or additional expenses incurred by JDO because of Client goods may be invoiced to the Client.

23 · Photography, copyright and usage rights

23.1 Payment for a photoshoot or production does not automatically transfer copyright.

23.2 Copyright may belong to JDO, the photographer, another creative or another rights holder.

23.3 JDO cannot grant rights that it does not own.

23.4 Usage licences granted to the Client are limited to the agreed purpose, campaign, media, duration, territory and channels.

23.5 Additional, extended or commercial usage beyond the agreed scope may require prior approval, additional licences and additional fees.

23.6 The Client is responsible for obtaining appropriate permissions relating to its own products, trademarks, supplied materials, music, locations, models and third-party content.

23.7 Unless JDO has expressly taken responsibility for them, required model releases, location releases and third-party permissions remain the Client’s responsibility.

23.8 Where credits have been agreed or are customary for editorial publication, the Client shall use reasonable efforts to provide the agreed credits.

23.9 JDO is not responsible for editorial or publication decisions made by independent magazines, publishers or platforms unless publication was expressly guaranteed in writing by the relevant party.

24 · Retreats, events and international experiences

24.1 Retreats, events and international experiences may require JDO to incur significant costs in advance.

24.2 Unless expressly included, the Client and Participants are responsible for flights, travel, visas, passports, insurance, vaccinations, entry requirements, transfers and personal expenses.

24.3 Failure or inability to obtain a visa, passport or travel permission does not automatically create a refund entitlement.

24.4 Participants are strongly advised to obtain appropriate travel insurance, cancellation insurance, medical insurance and visa-refusal insurance where available.

24.5 Missed flights, flight delays, border delays, immigration issues and personal travel problems remain the risk of the Client or Participant.

24.6 Participants must comply with reasonable safety, venue and conduct rules.

24.7 JDO may remove any Participant whose behaviour is unsafe, disruptive, abusive, unlawful or materially detrimental to other Participants or staff.

24.8 Removal due to misconduct does not entitle the Client to a refund.

25 · Client responsibilities

25.1 The Client shall provide JDO with complete, accurate and timely information reasonably required to perform the Services.

25.2 JDO may rely on information provided by the Client.

25.3 The Client is responsible for the acts and conduct of its Participants, employees, agents and guests.

25.4 Delays caused by the Client do not automatically extend deadlines or create refund rights.

25.5 Additional work caused by late instructions, inaccurate information, incomplete information, changes or Client delays may be charged separately.

26 · Intellectual property and the JDO Method

26.1 All intellectual property rights in JDO content remain vested in JDO or its licensors.

26.2 This includes the JDO Method, concepts, programme structures, methods, frameworks, systems, training materials, manuals, presentations, videos, exercises, templates, course structures, texts, designs and branding.

26.3 Payment for Services does not transfer intellectual property rights.

26.4 Unless otherwise licensed in writing, the Client receives only a limited right to use Programme Materials internally for the purpose for which they were supplied.

26.5 Without prior written approval, the Client may not reproduce, publish, distribute, sell, resell, licence, sublicense, record, teach, upload, commercially translate, commercially exploit, modify for resale, or create derivative training programmes from JDO intellectual property.

26.6 The Client may not represent itself as an official JDO trainer, JDO educator, JDO academy, JDO licensee, JDO representative or JDO partner unless expressly authorised in writing.

27 · Recording, photography and content capture

27.1 Participants may not professionally film, record or reproduce JDO training or programme content without prior written approval.

27.2 JDO may restrict personal recordings to protect intellectual property, privacy, confidentiality and other Participants.

27.3 Where JDO intends to use identifiable photographs, video or testimonials for promotional purposes, appropriate consent will be requested where required.

27.4 Where the Client provides photographs, videos, logos, testimonials, music, designs or other content to JDO, the Client confirms that it holds the rights and permissions required for such use.

28 · Confidentiality

28.1 Each party shall keep confidential commercially sensitive or confidential information obtained from the other party.

28.2 Confidential information may be disclosed where required by law, to competent authorities, to professional advisers subject to confidentiality, or with the other party’s consent.

28.3 Confidentiality does not apply to information already lawfully in the public domain.

29 · Data protection

29.1 Each party shall comply with applicable data-protection legislation, including the GDPR where applicable.

29.2 JDO processes personal data in accordance with its Privacy Policy.

29.3 Where a separate data-processing agreement is legally required, the parties shall enter into such agreement.

30 · Third-party suppliers

30.1 JDO may engage third parties including trainers, educators, photographers, studios, venues, hotels, models, facilitators, freelancers and production suppliers.

30.2 JDO shall exercise reasonable care in selecting such parties.

30.3 Where applicable, separate supplier conditions may apply.

30.4 JDO is not liable for independent acts or failures of third parties beyond the extent for which JDO is legally responsible.

31 · Force majeure

31.1 Neither party shall be liable for failure to perform obligations where performance is prevented or materially affected by circumstances beyond its reasonable control.

31.2 Force majeure affecting JDO may include natural disasters, fire, flood, war, terrorism, civil unrest, epidemics or pandemics, governmental restrictions, border closures, major transport disruption, strikes, power failure, communication failure, venue closure, serious illness or incapacity of an essential trainer, regulatory restrictions and similar circumstances beyond reasonable control.

31.3 In such circumstances JDO may reasonably postpone the Service, reschedule, offer an alternative date, change venue, replace a trainer, move delivery online where appropriate, modify the programme or temporarily suspend performance.

31.4 Where reasonable, JDO may offer rescheduling or credit rather than cancellation.

31.5 Non-recoverable Third-Party Costs already committed may remain payable.

31.6 Circumstances affecting only the Client or Participant do not automatically constitute force majeure releasing the Client from payment.

31.7 This includes in particular individual illness, visa refusal, inability to travel, flight issues, passport issues, staffing shortages, supplier problems, delivery failures and Client goods not arriving.

31.8 Such circumstances are governed by the Client cancellation provisions unless JDO agrees otherwise.

32 · Cancellation or changes by JDO

32.1 JDO may make reasonable operational changes where necessary.

32.2 If JDO cancels the principal Service entirely and does not provide a reasonable alternative, the Client shall be entitled to reimbursement of amounts paid for the cancelled portion of the Service, subject to Services already performed, agreed non-refundable elements, and Third-Party Costs where legally permissible.

32.3 JDO is not responsible for independent consequential expenses incurred by the Client, such as separately booked flights, hotels, lost commercial opportunity or loss of turnover, unless JDO has expressly accepted responsibility or mandatory law requires otherwise.

33 · Liability

33.1 JDO shall perform the Services with reasonable professional care.

33.2 To the maximum extent permitted by applicable law, JDO is not liable for indirect or consequential loss, including loss of profit, loss of turnover, loss of business, loss of opportunity, loss of anticipated savings, reputational damage or business interruption.

33.3 Except where limitation is prohibited by mandatory law, JDO’s total aggregate liability arising from an Agreement shall be limited to the amount paid by the Client for the specific Service giving rise to the claim.

33.4 Where damage is covered by JDO’s business or professional liability insurance, liability shall in any event be limited to the amount actually paid by the insurer plus the applicable deductible, insofar as legally permitted.

33.5 Nothing in these Terms excludes liability where exclusion or limitation is prohibited by mandatory law.

33.6 The Client must notify JDO of any alleged defect or claim as soon as reasonably possible after discovering it.

33.7 JDO shall be given a reasonable opportunity to investigate and, where appropriate, remedy the issue.

34 · Indemnity

34.1 To the extent legally permitted, the Client shall indemnify JDO against third-party claims arising from Client-supplied materials, intellectual-property infringement caused by Client content, unlawful Client instructions, unauthorised use of images, misuse of JDO documentation, false visa information, immigration violations, and acts or omissions of Participants for whom the Client is responsible.

34.2 This indemnity does not apply to the extent the claim is directly caused by JDO’s own unlawful or culpable conduct.

35 · Suspension and termination

35.1 JDO may suspend Services or terminate an Agreement where the Client materially breaches the Agreement, fails to pay amounts due, provides false or fraudulent information, misuses JDO documentation, infringes JDO intellectual property, engages in unsafe, abusive or unlawful conduct, engages in fraud, becomes insolvent, ceases trading, or otherwise makes continued cooperation reasonably impossible.

35.2 Where reasonable, JDO may first allow the Client an opportunity to remedy the breach.

35.3 JDO may terminate or suspend immediately where the seriousness of the circumstances reasonably requires it.

35.4 Suspension or termination does not affect amounts already due, cancellation charges, expenses already incurred or other accrued rights.

36 · Complaints

36.1 Complaints must be submitted in writing as soon as reasonably possible.

36.2 The Client shall provide sufficient information to allow JDO to investigate.

36.3 Making a complaint does not suspend payment obligations unless JDO expressly agrees otherwise.

36.4 JDO and the Client shall first attempt in good faith to resolve disputes commercially.

37 · No waiver

37.1 Failure by JDO to immediately enforce a right does not constitute waiver of that right.

37.2 Any waiver must be expressly confirmed in writing.

38 · Assignment

38.1 The Client may not transfer, assign or novate its Agreement or rights under it to another party without prior written consent from JDO.

38.2 JDO may transfer rights or obligations as part of a lawful corporate restructuring, transfer of business or related organisational change, subject to applicable law.

39 · Changes to these Terms

39.1 JDO may update these Terms from time to time.

39.2 The version applicable to an Agreement shall generally be the version provided or made available when that Agreement was concluded.

39.3 Updated Terms may apply to future assignments, new Agreements, renewals and subsequent subscription periods after appropriate notice where required.

40 · Governing law

40.1 These Terms and all Agreements with JDO are governed by the laws of the Netherlands.

40.2 The United Nations Convention on Contracts for the International Sale of Goods is excluded to the extent relevant.

41 · Disputes and jurisdiction

41.1 The parties shall first attempt in good faith to resolve any dispute through consultation.

41.2 Unless mandatory law requires otherwise, disputes shall be submitted to the competent Dutch court having jurisdiction over the registered place of business of JDO.

41.3 Nothing prevents JDO from seeking urgent or interim judicial relief from a competent court where reasonably necessary.

42 · Language

42.1 These Terms may be made available in multiple languages.

42.2 For international B2B Agreements entered into in English, the English version shall prevail unless the Agreement expressly states otherwise.

43 · Availability and acceptance of Terms

43.1 These B2B General Terms & Conditions are available through the JDO website.

43.2 JDO may also provide these Terms by email, by hyperlink, as a downloadable PDF, or as an attachment to a quotation or Agreement.

43.3 The Client is advised to download or retain the version applicable to its Agreement.

43.4 By accepting a quotation, signing an Agreement, confirming a business booking, purchasing a B2B subscription or licence, paying a deposit, or making another payment after these Terms have been made available, the Client acknowledges that these Terms form part of the Agreement.