Notice: Delivery by The Henka Institute of any service, course, or training programme is expressly conditioned upon the Client’s acceptance of these Terms and Conditions. Any additional or differing terms proposed by the Client are expressly objected to and shall not be binding upon The Henka Institute unless specifically accepted in writing by an authorised representative of The Henka Institute. 

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1. Definitions

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Unless otherwise defined in an offer of services or contract, the following terms shall have the meanings ascribed to them throughout the contractual period: 

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“Representative” means any person or entity who, directly or indirectly, is controlled by or under common control with a party, without any geographical limitation. 

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“Attendees” means any individuals nominated by the Client to attend a training course or programme. 

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“Coach” refers to qualified coaches holding ICF credentials or similar qualifications, who are faculty members of The Henka Institute, its Affiliates, or subcontractors and who provide coaching services on behalf of The Henka Institute. 

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“Coachee” means any individual receiving coaching services as provided by The Henka Institute, its Affiliates, or subcontractors. 

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“Confidential Information” refers to any and all information (whether oral, written, or recorded in any other medium) related to the Services, a Party, its business, customers, activities, organisation, systems, products, know-how, marketing plans, operational and/or technical processes, procedures, and services. 

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“Contract” means the agreement between The Henka Institute and the Client for the provision of services (training, coaching, consulting) formed by the Client's acceptance of the offer of services. The offer, these Terms and Conditions, and all attached or referenced documents constitute the entirety of the Contract. 

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“Client” refers to the individual or entity to whom The Henka Institute is providing services under the Contract. 

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“Course” means any training course(s) or programmes provided by The Henka Institute, its Affiliates, or subcontractors to the Client. 

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“Course Date/Session” means the date scheduled by The Henka Institute and accepted by the Client for the commencement of the training course. This date may be specified in the Proposal of Services or agreed upon separately by the Client. 

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“Consultant” refers to faculty members of The Henka Institute, its Affiliates, or subcontractors who deliver services to the Client on behalf of The Henka Institute. 

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“Intellectual Property Rights” means all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights, and other intellectual property rights (whether registered or unregistered) and all applications for the same, globally. 

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“Personal Data” refers to all data and other information constituting personal data protected under the Luxembourg Data Protection Act, as amended from time to time. 

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“Price” refers to the charges specified in the Proposal of Services, payable by the Client to The Henka Institute for the services provided. 

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“Proposal of Services” means the formal offer issued by The Henka Institute, including any attachments and agreed amendments, to which these Terms and Conditions (as published on our website) apply. 

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“Services” means the services outlined in any Schedule(s) attached to the Contract or Proposal of Services. 

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“Service Provider” means the entity issuing the service proposal and providing the service under the Contract, along with its successors and permitted assigns. 

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“Terms and Conditions” refers to these terms and conditions, which form an integral part of the contractual agreement. 

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“Trainer” refers to faculty members of The Henka Institute, its Affiliates, or subcontractors who facilitate training sessions on behalf of The Henka Institute. 

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“Training/Coaching Day” refers to a day on which training/coaching is delivered. 

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“Training/Coaching Materials” refers to any materials or documents provided by The Henka Institute as part of the training/coaching. 

 

2. Obligations of the Service Provider

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The Henka Institute shall provide the Services as specified in the Proposal of Services and any Appendices with due diligence and reasonable care, in accordance with professional standards, practices, and the terms of the Contract and any accompanying Schedules. 

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The Contract shall commence upon the Client’s written acceptance of the relevant Proposal of Services. 

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The Henka Institute shall supply its own reference materials, course materials, support materials, administrative support, and equipment, except in cases where the use of the Client’s equipment is required for security reasons, due to the specialised nature of the equipment, or for any other reason specified by the Client. 

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The Henka Institute shall ensure that all necessary qualifications, authorisations, and training/coaching material required for the delivery of the Services are maintained and provided. 

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The Henka Institute warrants that its staff, including consultants, trainers, and coaches, possess the requisite skills, experience, knowledge, and competence to perform the Services to a high standard. 

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The Henka Institute’s consultants, trainers, and coaches will adhere to the Client’s reasonable workplace policies, provided such policies are communicated to them. Should any member of The Henka Institute's personnel refuse to comply with these policies, The Henka Institute’s sole obligation will be to provide the Client with a replacement who will observe the Client’s policies. 

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The Henka Institute is responsible for providing consultants, trainers, and coaches as required. 

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The Henka Institute undertakes to store and safeguard Confidential Information and Personal Data in secure, segregated conditions, ensuring access is limited to employees, consultants, coaches, trainers, and agents involved in delivering the Services. The Henka Institute further agrees to protect the security and integrity of the Confidential Information and Personal Data under all circumstances, preventing any unauthorised access or disclosure. 

 

3. Confirmation of Acceptance of the Proposal of Services

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The Client shall confirm its acceptance of any Proposal of Services in writing. This confirmation must reference or include, as an attachment, the signed Proposal, Offer of Service, or Contract, along with the Client's approval for the provision of services. Upon receipt of the above, The Henka Institute will proceed with the organisation of the service and, if not previously agreed by the Parties, will notify the Client of the service date with reasonable advance notice. 

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In the case of training services, the Client shall specify the number of Attendees (subject to any limits in the Proposal of Services, or Contract) and inform The Henka Institute of any special requirements for the Attendees. The Henka Institute will endeavour to accommodate such requirements, provided they are deemed reasonable and practical. 

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The Client agrees to provide The Henka Institute with the necessary cooperation and access to its premises or digital platforms to ensure proper delivery of the services. This includes making available the required equipment for training, such as a projector, flip-chart or whiteboard, or access to digital platforms and internet. 

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The Client shall notify The Henka Institute within a reasonable timeframe if, on any given day or period, the Services cannot be delivered. 

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The Client shall book the training dates and proposed subjects with The Henka Institute at least one month prior to the course commencement. 

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The Client shall provide The Henka Institute with an attendee list for each course no later than TWO business days before the course begins. 

 

4. In-Person or Face-to-Face Training Facilitation and/or Coaching

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The Henka Institute shall assign an appropriate trainer or coach to work with the Client in delivering the agreed service. 

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When a specific trainer or coach is appointed, The Henka Institute will make every effort to accommodate the Client's preferred dates; however, the Client acknowledges that availability is subject to the schedules of the appointed trainers and coaches. 

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If the Client requests a specific trainer or coach who is not based near the training location (non-local trainers and coaches), the Client accepts that additional costs, including but not limited to travel and accommodation expenses, will apply for the in-person delivery. 

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In the event that travel and accommodation costs are incurred, The Henka Institute reserves the right to request an advance payment from the Client to cover such expenses. The Henka Institute will provide the Client with a detailed breakdown of the incurred fees, along with all relevant invoices as proof of expenditure. 

 

5. Virtual Training Delivery

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The Henka Institute will make every effort to accommodate requests for virtual training delivered via a secure platform such as Zoom. 

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In such cases, The Henka Institute will provide a trainer who is qualified and experienced in virtual training delivery. 

The Henka Institute will make its Zoom platform available for the delivery of virtual training. Should the Client prefer an alternative virtual platform, the Client will be responsible for providing access to that platform for the trainer throughout the training session. 

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The Henka Institute will not be liable for any issues related to unstable network conditions that may cause communication difficulties with participants during the training sessions. 

 

6. Open Courses – Henka Certificate, Diploma, and ICF accredited Henka Level 1 Coach Training Programme

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Participants may enrol in the Henka Institute’s open courses subject to the specified terms and conditions, which include registration deadlines, prerequisites, and payment requirements. Information on course availability, such as start and end dates, times, and whether the course is offered in-person or online, will be provided in advance. The course delivery format will be clearly indicated, specifying whether it will be online, in-person, or hybrid, and whether it includes live sessions, self-paced materials, or a combination of both. 

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The Henka Level 1 Coach training programme, accredited by the International Coaching Federation, includes the Henka Certificate, Henka Diploma, and Mentor Coaching. Should a Client be unable to attend a scheduled session, The Henka Institute will allow the Client to attend another session within one year at no additional cost. 

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The fee structure will outline the cost of the course, any applicable discounts, and available payment options, such as full payment upfront or installment plans. The Henka Institute reserves the right to cancel or reschedule a course at any time without liability. In such cases, the Client will be offered an alternative date, a credit note, or a full refund if payment has been made. Refunds, however, will not be provided for cancellations beyond the Institute’s control, such as adverse weather, force majeure, industrial action, or technical failures. Instead, the Client will be offered an alternative date or credit for future services. 

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The Henka Institute will also provide details on materials and resources required or provided for the course, such as textbooks, software, or online tools. Certification and assessment details, including any exams or certifications participants may receive upon completion, will be shared prior to enrolment. Attendance and participation requirements will be outlined, indicating the expectations for attending sessions or completing assignments. Graduation from the Henka Institute depends on successful completion of assessments and full attendance, as the course structure is designed with full participation in mind. In cases of non-attendance or failure to graduate, no refund will be issued, except at the discretion of The Henka Institute in cases of extenuating circumstances, such as serious illness or the death of a close relative. 

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For online courses, participants will be advised of the necessary technical requirements, such as internet speed, software, or hardware, needed to successfully complete the course. In the event of a disaster or circumstances beyond The Henka Institute’s control, provisions will be made to ensure minimal disruption to the course delivery. 

 

7. Copyright and Intellectual Property Rights

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The Henka Institute grants the Client a royalty-free licence to distribute and publish the course materials used during the delivery of the Service on their intranet, without restriction other than those outlined in this section, for use by the Client, its affiliates, and employees during the course of their employment. 

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The Client agrees not to permit the use of, transfer, lease, or make the course materials accessible to any third-party outside the Client’s organisation, except to its affiliates. Furthermore, the Client agrees not to use the course materials to create their own in-house training courses, nor to use the materials independently or separately from the context in which they were provided. 

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Except for the rights granted in this section, all copyright and intellectual property rights in the training materials and the delivery of the Services are reserved by The Henka Institute. For clarity, it is agreed that any and all of the Client’s Personal Data and Confidential Information shall remain the sole and exclusive property of the Client and/or its relevant affiliates, as applicable. 

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The Henka Institute warrants that it has obtained all necessary consents, authorisations, and licences from third parties for any pre-existing works or supporting materials used in the delivery of its Services. 

 

8. Cancellation, Rebooking, or Rescheduling of a Training Course by the Client

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In the event of a cancellation by the Client, the following fee structure will apply: 

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• If cancellation occurs more than 30 business days before the start of the training, no payment will be due. 

• If cancellation occurs between 30 and 11 business days before the start of the training, 25% of the agreed fee will be due. 

• If cancellation occurs between 10 and 6 business days before the start of the training, 50% of the agreed fee will be due. 

• If cancellation occurs within 5 business days of the start of the training event, 100% of the agreed fee will be due. 

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If the Client wishes to rebook or reschedule the training: 

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• If rebooking occurs between 20 and 11 business days before the start of the training, 25% of the agreed fee will be due. 

• If rebooking occurs between 10 and 6 business days before the start of the training, 50% of the agreed fee will be due. 

• If rebooking occurs within 5 business days of the start of the training event, 100% of the agreed fee will be due. 

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Any second and subsequent rebookings will incur an administration fee of 15% of the net training delivery fee. 

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Corporate clients are entitled to change the delegates attending a course at any time prior to the start of the course, at no extra charge. Please notify The Henka Institute of any changes in delegates as soon as possible. 

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The Henka Institute reserves the right to postpone or cancel a bespoke training course at short notice for reasonable reasons. In such cases, The Henka Institute will propose alternative dates at no additional cost, ensuring the scope of the postponed or cancelled event remains unchanged. 

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The Henka Institute cannot offer refunds for cancellations beyond its control, including but not limited to adverse weather conditions, flooding, industrial action, force majeure, terrorist incidents, fire, widespread technical failure, or power outages. However, delegates will be offered the option of an alternative date or a credit note for future services. 

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The Henka Institute shall not be liable for any failure or delay in performing its obligations under this agreement if such failure or delay is caused by circumstances beyond its reasonable control. These circumstances may include, but are not limited to, natural disasters (such as earthquakes, floods, or hurricanes), pandemics, acts of terrorism, war, governmental restrictions, power outages, or severe network disruptions. 

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In such instances, The Henka Institute will make reasonable efforts to inform the Client promptly and will work to reschedule the training or provide an alternative solution as soon as reasonably possible. Any prepaid fees will be applied to the rescheduled dates or refunded, depending on the Client’s preference, and subject to any costs already incurred. 

 

9. Charges and Payment

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Details of the costs and charges applicable to each service delivery will be outlined in the Proposal of Services sent to the Client. 

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No changes to the agreed fees for each service, as set out in the Proposal of Services, will be permitted once the service has been agreed upon. 

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The procedure for charges and payments is as follows: 

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For services delivered outside the Grand Duchy of Luxembourg, invoices for each country will be billed to the Client in Euros, unless it has been agreed with the Client to invoice in a different local currency. The Client must provide the details of local country offices, including the legal name, contact person, and legal address, to be used for billing purposes in those countries. 

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The Henka Institute will send invoices to the appointed Client contact within one week of service delivery. Due and valid invoices are payable within 30 days of receipt by the Client. Invoices not paid within this period may incur a “late payment fee” or a "penalty for non-payment”. Interest on overdue payments will be charged at a rate of 8 percentage points above the European Central Bank's reference rate, calculated from the due date until the payment is received in full. 

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All charges are quoted exclusive of VAT. VAT will be applied where applicable, in accordance with Luxembourg law.  

Where required, invoices will include copies of all trainers, consultant, or coach expense receipts for reasonable expenses, provided that the Client has approved such expenses in advance and in writing. 

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When possible, the signed attendance list for each session will be attached to the invoice or sent separately. 

No fees, charges, or expenses other than those stated or implied in the Proposal of Services will be charged to the Client. 

 

10. Confidentiality and Data Protection

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Each Party agrees not to disclose, without limitation or termination, in whole or in part, or in any manner whatsoever, any Confidential Information related to the other Party, including information about any entity within the Party’s group, its affiliates, activities, employees, or clients, which the receiving Party may become aware of during the course of the contract. 

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This obligation does not apply to information that is already known and legally acquired by the receiving Party prior to disclosure by the other Party, information that becomes public knowledge without any fault on the part of the receiving Party, or disclosures made in compliance with a legal or regulatory requirement. 

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Each Party further agrees not to use the other Party’s logo, name, or trademarks for commercial, marketing, or advertising purposes without prior written consent. 

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Both Parties shall handle, store, and use any Personal Data related to the other Party, its employees, agents, or contractors in accordance with the Luxembourg Data Protection Law, as amended from time to time. For the avoidance of doubt, Personal Data is considered Confidential Information. 

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The Henka Institute agrees not to use any Personal Data related to the Client or any of the Client’s employees, agents, or contractors for commercial, marketing, or advertising purposes. 

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The Henka Institute complies with Luxembourg Data Protection regulations and is committed to maintaining the confidentiality of any information gathered during the course of its assignments. 

 

11. Term and Termination

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The term of the Contract shall commence upon the signing of the Proposal of Services and continue until the final delivery of the services described in said Proposal. 

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The Contract may be terminated as follows: 

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• By either Party with Immediate Notice if the other Party is in material breach of the contract, or in breach and fails to remedy the breach within 14 days of receiving written notice to do so. Termination may also occur if the other Party becomes insolvent, ceases to carry on business, or takes any preliminary steps towards liquidation, winding up, receivership, or administration (other than for reconstruction or amalgamation in good faith). 

• By either Party at any time, with 30 days' prior notice in the case of termination by the Client, and 90 days' prior notice in the case of termination by The Henka Institute. 

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“Immediate Notice” refers to notice to terminate with immediate effect and shall be effective however communicated, provided it is confirmed in writing as soon as reasonably practicable, subject to the provisions of Section 11. 

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Any rights or obligations of a continuing nature, including but not limited to confidentiality obligations, shall survive the termination of the Contract. 

 

12. Liability

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The Henka Institute is engaged to perform services as an independent professional. Neither The Henka Institute nor any person involved in the provision of the services is under the control of the Client; therefore, The Henka Institute accepts responsibility for any acts, defaults, fraud, negligence, or omissions by itself or by any such person while performing the services. 

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Liability is not limited or excluded for death or personal injury, or where it would otherwise be unlawful to do so. Subject to this, liability is excluded for indirect or consequential loss or damage of any kind, including but not limited to financial loss. 

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These limitation and exclusion provisions shall apply to the benefit of all potentially liable parties. 

 

13. General

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Law: These terms and conditions are governed by the law of Luxembourg, and the courts of Luxembourg shall have exclusive jurisdiction over all matters arising from their implementation. 

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Force Majeure: If either Party is obstructed from performing any of its obligations due to an event beyond its reasonable control, as defined by Luxembourg law, the performance of those obligations will be suspended for the duration of the obstruction. If the obstruction persists for more than one month, either Party may terminate these terms and conditions. 

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Waiver: The failure to enforce any of these terms and conditions does not constitute a waiver of a Party’s rights and does not affect its right to take action in respect of the same or any subsequent breach. 

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Notices: Any notice required under these terms and conditions must be in writing and sent by recorded delivery. 

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Severability: If any part of these terms and conditions is found to be wholly or partially void, invalid, or unenforceable, it shall be severed, and the remainder shall continue to be enforceable. 

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Appendices: Any appendices, schedules, or documents attached to these terms and conditions form an integral part of them. 

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Assignment: These terms and conditions may not be assigned by either Party without the consent of the other but shall bind the successors of the Parties.