The Terms and Conditions

Welcome Certified Professional Licensee and to the Trompenaars Hampden-Turner Licensee Dashboard.

The Trompenaars Hampden-Turner Certified Professional Licensee program is produced by Culture Factory BV., a limited company incorporated and existing under the laws of the NETHERLANDS and trading as Culture Factory, a subsidiary of Trompenaars Hampden-Turner BV

(hereinafter referred to as LICENSOR “we,” or “us”).

When we refer to “you” or “your” we mean you, the person accessing these terms and conditions (the “Terms”). These Terms govern your role as a certified licensee having completed the Trompenaars Hampden-Turner Professional eLearning program.

Effective Period and Term of Agreement

This Agreement shall be effective for a period of one year, from date membership subscription payment of Professional eLearning Certificate for a period of one calendar year subscription and can be renewed upon subscription via the licensee dashboard with periods of one (1) years, unless either of the parties hereto gives the other party at least one (1) calendar months prior written notice to terminate the agreement before the expiration of the initial term or any such extension thereof.

Definitions

LICENSEE is you, the individual (who have completed the Trompenaars Hampden-Turner Professional Certification program) of an educational, consulting, coaching or training institution, corporation or limited company or independent trainer or coach, wishing to obtain a license to use specified materials developed by LICENSOR.

LICENSOR is Culture Factory BV, under the operating name Culture Factory, a subsidiary of Trompenaars Hampden-Turner. LICENSOR develops programs, online and e-learning tools, books and materials for businesses and organisations on the subject of culture, working across cultures, intercultural management, and holds rights and title to these programs and materials including all properties and data contained within the intellectual property rights of Trompenaars Hampden-Turner.

7 Dimensions of Culture, Organisation Culture & Dilemma Reconciliation Methodology and process is the ability of the licensee to provide training/coaching on the methodology and process based on helping participants understand different points of view, broadening their perspective and helping them capitalize on these differences via the unique Trompenaars Hampden-Turner methodology and process.

INTERCULTURAL AWARENESS PROFILER is the access to the Intercultural Awareness Profiler questionnaire and automatically resulting profile as created via the Trompenaars Hampden-Turner Licensee Dashboard, including all extra profiles/charts that can be generated by that system.

Culture for Business is the access to the Trompenaars Hampden-Turner Culture for Business (B2B) webapp via the Licensee dashboard. (The Culture for Business app can also be purchased B2C via the Trompenaars Hampden-Turner shop).

ORGANISATIONAL CULTURE PROFILER is the access to the Organisational Culture Profiler and automatically resulting profile as created via the Trompenaars Hampden-Turner Licensee Dashboard, including all extra profiles/charts that can be generated by that system/via Trompenaars Hampden-Turner admin support.

ORGANISATIONAL VALUE PROFILER is the access to the Organisational Value Profiler and automatically resulting profile as created via the Trompenaars Hampden-Turner Licensee Dashboard, including all extra profiles/charts that can be generated by that system/via Trompenaars Hampden-Turner admin support.

M&A SCAN is the access to the Mergers & Acquisition Scan and automatically resulting profile as created via the Trompenaars Hampden-Turner Licensee Dashboard, including all extra profiles/charts that can be generated by that system/via Trompenaars Hampden-Turner admin support.

CULTURE FOR INNOVATION SCAN is the access to the Culture for Innovation Scan and automatically resulting profile as created via the Trompenaars Hampden-Turner Licensee Dashboard, including all extra profiles/charts that can be generated by that system/via Trompenaars Hampden-Turner admin support.

CULTURE FOR RISK SCAN is the access to the Culture for Risk Scan and automatically resulting profile as created via the Trompenaars Hampden-Turner Licensee Dashboard, including all extra profiles/charts that can be generated by that system/via Trompenaars Hampden-Turner admin support.

INTERCULTURAL COMPETENCE PROFILER is the access to the Intercultural Competence Profiler and automatically resulting profile as created via the Trompenaars Hampden-Turner Licensee Dashboard, including all extra profiles/charts that can be generated by that system.

DILEMMA SCAN is the access to the Dilemma Scan and automatically resulting profile as created via the Trompenaars Hampden-Turner Licensee Dashboard, including all extra profiles/charts that can be generated by that system.

GROUP DISTRIBUTION CHARTS is the ability of LICENSEE to access and process their participant data per group, in order to create group distribution charts.

Resources (articles, books) as referenced in the licensee dashboard.

Terms

For the life of this agreement and upon the terms and conditions contained therein, the LICENSOR hereby:

Grants the LICENSEE, you, the non-exclusive rights, which LICENSEE hereby accepts, to promote, sell, deliver and use the licensed LICENSOR materials, as listed below, as part of any culture awareness, coaching, educational or training programs.
Further grants and requires LICENSEE the non-exclusive right, which LICENSEE hereby accepts, to reference Trompenaars Hampden-Turner in connection with the promotion, sale and delivery of all LICENSOR material.
Agrees with the LICENSEE, that only personnel who have completed a LICENSOR lead licensee certification program or refresher program will deliver or use the LICENSOR materials in a training, consulting, coaching or workshop environment.
Confirms that the relationship between the parties shall not be deemed to be that of employer/employee, joint venture, partnership or otherwise. The LICENSEE is not authorised to act on behalf of LICENSOR, but shall act as an independent contractor buying for itself and selling in its own name and at its own risk.
Restricts agreement and supply of Trompenaars Hampden-Turner materials under the LICENSEE agreement to be solely with the LICENSEE stated (or their designated employees) and does not permit any sub-licensing to external organisations or trainers.

Materials

The LICENSOR materials are listed below. The participants of any LICENSEE led program, coaching or training are able to receive and use the following materials and are subject to the separate copyright license conditions, as applicable through the Trompenaars Hampden-Turner Licensee Dashboard.

Intercultural Awareness Profile
Culture for Business app
Organisation Culture Profiler
Organisation Value Profiler
M&A Scan
Culture of Innovation Scan
Culture of Risk Scan
Intercultural Competence Profiler
Dilemma Scan – online tool to capture and store dilemmas
eLearning modules
Better Business Guide (BBG) – reference booklet
Riding the Waves of Culture – book by Fons Trompenaars and Charles Hampden-Tuner (Nicholas Brealey Publishing: – latest edition)
Group Distribution Charts (GDC)

All via the Trompenaars Hampden-Turner Licensee Dashboard.

Operating assistance

In order to assist the LICENSEE in the use of Culture Factory BV (a subsidiary of Trompenaars Hampden-Turner BV) materials, and in consideration of payments as described below, the LICENSOR agrees to provide the LICENSEE with the following types of services during the term of this agreement:

Training in use of
1. Intercultural Awareness Profiler
2. Culture for Business app
3. Organisation Culture Profiler
4. Organisation Value Profiler
5. M&A Scan
6. Culture of Innovation Scan
7. Culture of Risk Scan
8. Intercultural Competence Profiler
9. Dilemma Scan
10. and online set up via Professional Certification Program and/or Refresher
Resources for trainers use
Access to Licensee dashboard placed on www.thtconsulting.com
Assistance by Trompenaars Hampden-Turner technical support staff for ‘trouble shooting’ via support@thtconsulting.com.
Updates on changes, developments and new materials

Price and Payment

Content	(EUR)
Professional/Professional + (one year) The professional eLearning programme has a year’s access window, access can be extended for a number of periods up to another year. The cost of an extension period is calculated as a percentage of the full course course cost as follows: 3 Months = 20% 6 Months = 30% 9 Months = 50%	2500.00 pp
Becoming a Trompenaars Hampden-Turner Certified Licensee Licensee renewal (yearly) – automatic dashboard set up Refresher course (very 3 years) via the eLearning Professional Program	500.00 pp 500.00 pp
Tools Intercultural Awareness Profile Culture for Business app Organisation Culture Profiler Organisation Value Profiler M&A Scan Culture of Innovation Scan Culture of Risk Scan Intercultural Competence Profiler	Licensee prices listing on dashboard

The prices and payment conditions as described are subject to review and change every year upon renewal of licensee agreement.

The LICENSEE agrees to pay the LICENSOR set up costs or renewal fee upon receipt of invoice/online payment issued at start of agreement.
The LICENSEE agrees to pay the LICENSOR for tools set up & profiles received/issued via the dashboard or manually either online or invoiced.
The LICENSEE agrees to provide invoice address and information at agreement of contract if applicable for the LICENSOR.
The LICENSEE agrees to online prompt payment or of all invoices within 21 days.
All invoices and payment will be in Euros.

Certification and Refresher Programs

The Licensee Certification Program is obligatory for new licensees. Attendance of the Refresher Program is required for all licensees every 3 years.

Licensees who have completed a previous Trompenaars Hampden-Turner Master Class, are required to complete a Refresher Program in order to be certified in using the new licensee model.

Only licensees who have successfully completed a certification or refresher program are authorised to deliver training with use of specific tools/apps/methodologies as stated within this agreement. Any non-authorised person using THT tools/apps as part of a LICENSEE delivery, coaching or training program will be interpreted as a breach of contract and will result in termination of this agreement and prosecution to the full extent of the governing law.

The attendance fees for both the certification program and refresher program are detailed in the table above.

Standards and Quality

LICENSEE agrees to have new personnel complete a Licensee Certification Program, prior to their use of LICENSOR specified materials.

LICENSOR has the right to monitor the quality of any use of Trompenaars Hampden-Turner materials in programs, training or coaching conducted by LICENSEE.

If LICENSOR deems the quality of the use of TROMPENAARS HAMPDEN-TURNER specified materials to be insufficient, LICENSOR can decide to sanction the use of the TROMPENAARS HAMPDEN-TURNER materials by the responsible LICENSEE.

All certified personnel of LICENSEES immediately loose the right to use TROMPENAARS HAMPDEN-TURNER specified materials as soon as their employment with LICENSEE ceases, unless specifically agreed otherwise.

Intellectual Property Rights

LICENSEE acknowledges that all materials provided by Trompenaars Hampden-Turner have underlying intellectual property rights and that all rights therein and goodwill, belong exclusively to the LICENSOR.

LICENSEE agrees to exercise vigilance in the protection thereof so far as it lies in the power of LICENSEE, including the prompt reporting to LICENSOR of any plagiarism or breach or copyright that comes to the notice of LICENSEE.

LICENSEE agrees that it will not attack any title or any rights of LICENSOR described in this agreement.

LICENSEE agrees to use appropriate branding on all LICENSOR materials as provided on the profiles and surveys, as well as any and all materials provided to LICENSEE during the certification or follow up refresher courses, or any other documentation carrying TROMPENAARS HAMPDEN-TURNER’s logo and brand name.

Copyright

LICENSEE shall include in all LICENSOR references, marketing, promotional, delivery or training material the following sentence:

Materials provided by TROMPENAARS HAMPDEN-TURNER Consulting.

Confidentiality

LICENSEE shall take all reasonable steps to ensure that the confidential nature of any information communicated by LICENSOR to LICENSEE under this agreement is preserved.

The term “Confidentiality Information” means any information or material which is proprietary to Culture Factory BV (a subsidiary of Trompenaars Hampden-Turner), whether or not owned or developed by Culture Factory BV, which is not generally known other than by Culture Factory BV, and which Licensee may obtain through any direct or indirect contact with Culture Factory. Regardless of whether specifically identified as confidential or proprietary. Confidential Inofrmation shlal include any information provided by Culture Factor concerning the business, technology and information of Culture Factory and any third party with which Culture Factory deals, including, without limitation, business records, plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source cord and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners and customer and client lists. The nature of the information and manner of disclosure are such that a reasonable person would understand it to be confidential.

Licensee understand and acknowledges that the Confidential Information has been developed or obtained by Culture Factory by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Culture Factory which provides Culture Factory and Trompenaars Hampden-Turner with significant competitive advantage, and needs to be protected from improper disclosure.

Termination

Termination of this agreement can occur under the following conditions:-

Deterioration in quality of delivery or use of materials. In the sole judgement of LICENSOR, if the promotion and delivery of LICENSEE is below the standard of quality, and LICENSEE fails to remedy the same within the period specified in a notice given by LICENSOR to LICENSEE calling for a remedy, being a period not less than 30 days then termination of this agreement can occur.
Failure of LICENSEE to observe terms of agreement. In cases of failure to adhere to terms of agreement, the LICENSOR will inform LICENSEE and request immediate remedy. Failure to rectify or to agree upon conditions the LICENSOR may terminate this agreement by informing the LICENSEE in writing and delivery by registered mail.
Copyright violation or violation of any intellectual property right of LICENSOR by LICENSEE.
Change in ownership of LICENSEE.
LICENSEE becoming insolvent, or having a receiver appointed of its assets, or execution or distress levied upon its assets.

Failure by either party to observe the terms of this agreement arising from causes beyond its reasonable control shall not be deemed a breach of this agreement, provided that the period of cessation does not exceed 6 months.

Miscellaneous

This agreement and all rights and duties hereunder are personal to the LICENSEE and shall not be assigned, pledged, mortgaged or sublicensed or otherwise encumbered by LICENSEE, except when strictly in accordance with this agreement and/or except with the written consent of the other.

Any waiver or forbearance in regard to the performance of this agreement shall operate only if in writing and shall apply only to the specified instance, and shall not affect the existence and continued applicability of the terms thereof thereafter.

This agreement embodies all the terms binding between the parties hereto and replaces all previous representations or proposals not embodied herein. Amendments hereto shall not come into operation until duly embodied in an amending agreement properly executed on behalf of both parties hereto.

Applicable Law & Choice of Forum
This agreement shall be governed and interpreted according to Dutch law.

Any dispute concerning the interpretation of this Agreement shall be determined by the ‘Arondissementsrechtbank’ in Amsterdam, The Netherlands and LICENSEE hereby submits to the jurisdiction of that Court for such purpose.

The official language of this agreement and any correspondence is English.

Agreement

By participating in the Trompenaars Hampden-Turner Licensee Certification Program Professional and other certification pertaining to Professional licensing, you are in agreement to the Trompenaars Hampden-Turner Certified Licensee Agreement.

In Witness whereof the parties hereto have by their authorised officer entered into this agreement as of the Effective Date.

LICENSOR

Culture Factory BV., a limited company incorporated and existing under the laws of the NETHERLANDS and trading as Culture Factory, a subsidiary of Trompenaars Hampden-Turner BV

LICENSEE

The Individual by completing the Trompenaars Hampden-Turner Professional eLearning program as detailed on their dashboard