Code of Conduct Business to Business NRTO
d.d. 3 November 2011
1
Code of Conduct for Entrepreneurs and Companies
CODE OF CONDUCT FOR MEMBERS OF THE DUTCH COUNCIL OF TRAINING AND EDUCATION
(NRTO)
A code is nothing, coding is everything.
Preamble
This Code of Conduct applies to all entrepreneurs or professionals who are members of the
NRTO and who enter upon a training contract with a company, irrespective of its legal form.
The term ‘training’ includes all types of education, training, course or workshop, irrespective
of its duration, including both distance learning and contact education.
Members of the NRTO must, in all aspects of their conduct, within the framework of the aims
of the NRTO, be able to stand up to public scrutiny, which is why this Code of Conduct may
function as our business card. As association of entrepreneurs within the private training and
education sector we apply the so-called ‘Algemene Beginselen van Behoorlijk Onderwijs’
(‘General Principles of Proper Education’), which are derived from the general principles of
‘good corporate governance’. Our members are expected to comply with these principles and
to apply the norms and values of this Code of Conduct in practice. These principles include
several procedural elements, such as the right of defence and impartiality, but also many
important values such as integrity, transparency, and the duty of accounting for one’s action
or decision.
The essence of the Code of Conduct lies partly in the manner in which the practice of conduct
is monitored and whether it operates according to these principles. A Commission for Quality
Control has been set up to ensure that the Code of Conduct is being applied in practice. The
NRTO Committee is responsible for setting up the Commission and their working method is
included in the NRTO regulations. The procedure for quality control is included in the appendix
at the end of this document.
Experience will tell whether the Code of Conduct is useful and effective. If the Code of
Conduct appears to contain inadequate terms or clauses to describe certain actions as
incorrect, unfair or contradictory to this code, then any possible future amendments to the
Code may be presented to the NRTO Commission for Quality Control, and an addition or
modification may be proposed to the ALV (General Assembly of Members). External
organisations who have a supervisory role within the NRTO may also come up with proposals
for improvement or amplification of the Code, which may then lead to the amendment of the
Code via the Commission for Quality Control.
Code of Conduct Business to Business NRTO
d.d. 3 November 2011
2
The entrepreneur is responsible for the quality of (the purchase of) the products he supplies
or the services supplied by freelancers. The entrepreneur formulates quality conditions for the
purchase, in accordance with the regulations of the Code of Conduct, without establishing any
employment relationship with the supplier of these products or services. In using the Code of
Conduct no employment relationship may be concluded by the teachers involved, or by the
entrepreneur or by a third party. The independent position of the freelance teachers remains
unaffected.
If a legally binding complaints procedure has been prescribed, then the relevant provisions
prevail over those of this Code of Conduct.
The Code will be put on the agenda at the Annual General Members’ Meeting (the ALV) for
evaluation; points of constructive criticism, complaints that have come to the attention of the
Commission for Quality Control, or obligations which the NRTO has entered into with third
parties, will all be included in this evaluation.
All those who apply for new NRTO membership will be required to sign the Code. The current
members are requested to sign the Code, or at least to indicate within which period of time
they will be able to agree to the Code. Members will be allowed a maximum period of one
year for deciding to sign the Code, according to the discretion of the Commission for Quality
Control.
I. Introduction
1.1
Affiliated to the NRTO are all those legal entities as described in the Articles of Association
which deal – in the broadest sense – with quality training and education. (Hereafter referred to
as ‘the entrepreneur’.)
1.2
If any employee of the entrepreneur violates the rules of conduct as set out below, then the
entrepreneur will be held responsible for this violation and liable for disciplinary action in
accordance with 4.10. This is irrespective of the employee(s) being a member of a
professional organisation with its own code of conduct. In this case the NRTO rules of conduct
apply, unless the complainant explicitly wishes to call the employee to account according to
the rules of conduct relevant to his own professional organisation, with exception of any
proceedings pertaining to private law.
II. Aim
2.
The rules of conduct aim to specify the conduct of the entrepreneur in commerce in general
and in particular towards his clients and his NRTO colleagues, details of which are set out in
art. 6.2 of the Articles of Association.
Code of Conduct Business to Business NRTO
d.d. 3 November 2011
3
III. Definitions
3.1
An entrepreneur is an entrepreneur who is a member of the NRTO and who meets the criteria
set by the NRTO. Entrepreneurs carry out their business at their own risk and expense on
behalf of their clients, such as companies, the government or charitable institutions.
3.2
A client is a company, irrespective of its legal form, with whom a contract has been agreed
upon for services supplied by the entrepreneur.
3.3
A complainant is a client or a NRTO entrepreneur, who wishes to lodge a complaint with
regard to this Code of Conduct concerning a NRTO entrepreneur or a person, who works
under the responsibility of the entrepreneur concerned.
3.4
A contractor is a person who either has an employment contract with an entrepreneur or who
carries out assignments for the entrepreneur as a freelancer or in another capacity.
IV. Rules of conduct
General
4.1
In his provision of his professional services an entrepreneur complies with the law, the Articles
of Association, the NRTO regulations and this Code of Conduct, which forms part of the
regulations.
4.2
An entrepreneur refrains from anything that may in any way harm the reputation of the
NRTO.
4.3
Basic responsibility towards the client
4.3.1.
Professionalism
The entrepreneur shall behave professionally towards the client, investing all possible highquality
expertise, as specified below in 4.3.3.
Code of Conduct Business to Business NRTO
d.d. 3 November 2011
4
4.3.2.
Independence
In his relation to the client the entrepreneur shall avoid any conflict of interest, protecting
only the interests of the assignment itself, in order to maintain his independent position in
relation to the client. This means that if an entrepreneur or the trainers involved have any
side interests which are of a moral, legal and/or financial economic nature, and which could
influence the development of the training course on offer, they are obliged to either refuse the
assignment in question or to notify the possible side interest to the client and/or NRTO
colleague entrepreneurs before accepting the assignment.
4.3.3.
Obligation towards the quality of service
4.3.3.1.
The entrepreneur commits himself to apply his knowledge, experience and professional
capacity to the assignment to his utmost ability. Final responsibility for each assignment lies
with the entrepreneur.
4.3.3.2.
The entrepreneur only agrees to take on those assignments, for which he is qualified. The
employees who are involved in implementing the assignment must be able to apply their
knowledge, experience and personal qualities in an effective manner.
4.3.3.3.
A written agreement (offer, contract) will clarify to the client all that may be expected of the
entrepreneur in a specific assignment.
4.3.4.
Care and confidentiality
4.3.4.1.
The entrepreneur will handle the information which he has received or become aware of
during the training relationship with due care, as is reasonably expected.
4.3.4.2.
In general, information of a confidential nature or information which should be considered as
confidential, for which an indication of the source is essential, must only be used if required in
the interest of the implementation of the assignment. Care must be taken to ensure that the
information, when passed on, cannot be traced back to its source, should this entail any
negative consequences for the source.
4.3.4.3.
Code of Conduct Business to Business NRTO
d.d. 3 November 2011
5
Details of information which have been gained in confidence from the employees of the client
within the framework of the training course, and for which a source indication is not required,
will be only be disclosed to a third party if the person who has supplied the information has
given permission for this disclosure beforehand.
4.3.4.4.
The entrepreneur does not pass on any judgement derived from the training course on the
employees to the client, unless the training course (in part) aims to reach a judgement on the
course participants. The course participants must in that case be informed beforehand of the
aims of the training course and the standards on which the judgement of the participant will
be based. Participants of such a training course must be able to take note of this judgement
and its arguments beforehand. They must be given the opportunity to discuss this judgement
with the trainer or person who has issued the judgement and with the person whom the
trainer reports back to.
4.3.4.5.
The entrepreneur discusses with the client whether the course participants who wish to
receive a signed and dated certificate of participation, may do so.
4.3.5.
Competitive assignments
If the entrepreneur has undertaken or will undertake for a competitor of the (potential) client
any strategic activities which can potentially cause a conflict of interests, he will notify the
(potential) client of this.
4.3.6.
Provision of information and advertisements
An entrepreneur will associate his name with the service provided in a manner which is not
harmful to the reputation of the NRTO and its members.
The information provided via promotional material, study guides and a website, must be
correct and informative. This entails that the status of all diploma’s, certificates and
testimonials, if applicable, as well as the quality assessments of the Dutch Council of Training
and Education (NRTO), must be represented truthfully and accurately:
unambiguous description of the type of training course; for example and if relevant:
o CROHO-registration (register of the formal HO-courses (Higher Education courses),
specifically:
legally recognised bachelor’s or master’s degree
date of first or renewed accreditation
o other, formally recognised bachelor’s or master’s degree (source indication)
o CREBO-registration (register of the formal BVE-courses (vocational education
courses))
Code of Conduct Business to Business NRTO
d.d. 3 November 2011
6
o Other registrations such as of a trade branch
o Authoritative source/institution which issues qualifications that are legally recognised
(in-company training, professional training)
4.3.7.
Results of the assignment
The entrepreneur will endeavour to achieve the results as notified to the client to the best of
his abilities.
4.4.
Consensus
4.4.1.
Written consensus
Before accepting the assignment the entrepreneur ensures that a consensus is set up in
writing between the client and the entrepreneur about the content and conditions of
implementation of the assignment. Some aspects of this consensus are formulated in the
General Conditions of Entrepreneurs and Companies. The entrepreneur must at least agree
with the client on who has copyrights in the assignment concerned.
4.4.2.
Formation of the consensus
The consensus is formed, on the one hand, due to the entrepreneur who has collected all the
relevant information adequately and, on the other hand, due to the client who has supplied,
to the best of his knowledge, all the essential information required for the set-up and
implementation of the assignment. On the basis of all this information both the client and the
entrepreneur are able to get a good perception of the training requirements, as well as the
size and approach of the training programme, and its desired results.
4.4.3.
Preliminary investigation
If a preliminary investigation is to be carried out prior to the consensus with the client, the
conditions of this investigation must be agreed on with the client.
4.4.4.
Content consensus
In the consensus on the conditions of implementation the following may be agreed on, if
necessary:
– definition of the target group;
– conditions of participation, such as voluntary attendance;
Code of Conduct Business to Business NRTO
d.d. 3 November 2011
7
– definition of the learning needs;
– training topic(s) to be handled;
– working method;
– materials and/or technical equipment to be used;
– realistic possibilities in view of the expectations of the training
– selection of the trainers by the entrepreneur and the client and the appointment of a
possible project leader;
– role of the trainer(s);
– indication of the length of duration of the training course and the possible use of
stages;
– manner of evaluation of the training course;
– possible debriefing;
– estimated costs;
– expenses of the training material;
– travel- and accommodation expenses of the trainer;
– extra expenses for courses outside the usual working days;
– expenses for accommodation and food and drinks, etc., and the allocation of tasks for
organising these things;
– charging for setting up the offer;
– payment and cancellation provisions;
– definitions concerning situations of force majeure;
– intellectual property- and copyrights;
– desired, or necessary after-sales service.
The above list is nonexhaustive. Matters which are not listed but are in line with this
subject may of course be arranged by the client and the entrepreneur by mutual consent.
4.4.5.
Change in circumstances
If, during the implementation of the assignment, new facts or situations present
themselves which (could) impair the original consensus, the client and the entrepreneur
will discuss the matter(s) in order to come to a new contractual agreement.
4.4.6.
Co-operation of the client
The entrepreneur clarifies sufficiently to the employees of the client who are involved in
the assignment everything that is expected of them.
Code of Conduct Business to Business NRTO
d.d. 3 November 2011
8
4.4.7.
Information on progress
The entrepreneur will keep the client up-to-date with the progress in his work. He must
also provide insight into the methods used in the several stages of the training process, if
requested.
4.4.8.
Documentation
The entrepreneur will keep documentation of all the assignments carried out by him, in
part with a view to the possibility of having to account for his actions afterwards. The
entrepreneur will guard against any misuse of archival items.
4.5.
Fees
4.5.1.
The entrepreneur will charge a fee for the assignment(s) which is in accordance with the
services delivered and the responsibilities he has accepted. In concrete terms the fee will
be based on the amount of work and costs spent on the assignment.
4.5.2.
In view of his professional interest the entrepreneur will preferably determine his fee
based on the relation between intellectual performance and product, rather than charge a
reimbursement/fee – not even as secondary income – the height of which is determined
by the cost savings derived from the assignment, by profit increase or whatever result
that has been achieved; assignments with the condition “no improvement, no fee” are not
accepted. For the same reasons the entrepreneur should rather not stipulate nor accept a
fee or other type of payment which has the nature of a provision with the exception of
financial compensation for licences.
4.6.
Relation with NRTO fellow entrepreneurs
4.6.1.
Written agreements
If the entrepreneur collaborates with one or more NRTO fellow entrepreneurs on an
assignment, he will make an agreement with them in writing concerning their mutual
contributions and responsibilities.
Code of Conduct Business to Business NRTO
d.d. 3 November 2011
9
4.6.2.
Possible conflict
If the entrepreneur reasonably expects that an assignment will lead to a conflict because
another entrepreneur has also been taken on by the client for the same assignment, then
the entrepreneur will inform both the client and the other entrepreneur of his
expectations. The matter will be discussed with the client in order to find a solution,
whereby the interest of the client will prevail.
4.6.3.
Prohibition on the use and copy of each other’s material
An entrepreneur will strictly abstain from using and copying material and products of his
NRTO fellow entrepreneurs, unless permission for this has been granted beforehand. This
prohibition applies to all staff, including freelancers working for the entrepreneur. All of
the above applies according to the relevant copyright and legal provisions.
4.6.4.
Fair play principle
Whilst recruiting for new assignments, the entrepreneur will not undertake any activities
which specifically aim to ensure that another entrepreneur will be denied the same
assignment, giving or implying a negative characterisation of the other entrepreneur.
4.6.5.
Judging the work of another NRTO entrepreneur
The entrepreneur refrains from judging the work of another NRTO entrepreneur which has
been carried out for the same client, unless permission has been granted after joint
consultation.
4.6.6.
Employment of staff
If NRTO entrepreneurs take on members of staff from each other, then both boards of
directors concerned will consult each other as colleagues following the formation of the
employment contract, ensuring a sound transition between the contractors of the
entrepreneur and having regard for the interests of the client and of each other and/or
noncompete clauses. In any event, staff refrain from using the products or materials of
their former employer and from taking with them client files belonging to the former
employer, unless written permission for this has been granted.
Code of Conduct Business to Business NRTO
d.d. 3 November 2011
10
4.7
Responsibility for employees
The management of the entrepreneur is responsible for ensuring that his employees
and/or any persons who work under his responsibility in the area of training, adhere to
these rules of conduct.
4.8.
Staff of clients
The entrepreneur will not initiate that a person who is employed by a client, will work for
the entrepreneur or for someone else, unless this has been discussed beforehand with the
client. The entrepreneur ensures that the interest of the client will prevail in this matter.
4.9.
Evaluation of the assignment
An entrepreneur must have at his disposal and work with internal or external evaluations
of the assignment and, if applicable, of the contractors of the assignment.
4.10.
Disciplinary law
In the case of nonobservance of any of the rules of conduct listed above, an entrepreneur
will be called by his NRTO fellow entrepreneurs and/or the complainant and /or the client
to account for his actions or negligence to the Appeals Committee concerning the
observance of the Code of Conduct for Entrepreneurs and Companies, in accordance with
the articles of 4.11 (below) and with the further details as set out in the Dispute
Settlement Rules of the NRTO for entrepreneurs and companies.
4.11.
Appeals Committee
4.11.1.
Task Appeals Committee
The task of the Appeals Committee is to issue a binding decision concerning the
complaint, which was submitted by the complainant in writing.
Code of Conduct Business to Business NRTO
d.d. 3 November 2011
11
4.11.2.
Composition Appeals Committee
The Appeals Committee consists of two independent persons who are familiar with the
professional service industry and a third person who is elected by the two aforementioned
persons.
4.11.3.
Possible disciplinary actions
In accordance with article … of the Regulations the Appeals Committee may impose, if a
violation of the rules of conduct has been confirmed, the following possible disciplinary
actions:
– a warning;
– a reprimand;
– a fine;
– a suspension of the NRTO membership for a maximum of six months, possibly
including an injunction on specifying one’s NRTO membership in any way during the
period of suspension;
– the recommendation to the Committee for the termination on behalf of the NRTO of
the membership;
– the publication of one of the disciplinary actions as listed above in a manner to be
determined by the authorized body.
4.11.4.
Dispute Settlement Rules
Further details of the procedure of the Appeals Committee can be found in the NRTO
Dispute Settlement Rules.
Code of Conduct Business to Business NRTO
d.d. 3 November 2011
12
APPENDIX: Monitoring by the NRTO of observance of the rules
The NRTO carries out examinations reactively, which means that it will examine a case on
request by a third party; such a request may also be a complaint or observation which
calls into question the quality of a NRTO member. The working method may differ
depending on whether it is a complaint from a consumer, a NRTO colleague or a third
party. The ultimate sanction for a member remaining in default is expulsion from the
NRTO including publication of this expulsion on the website.
Complaint of a NRTO member about a colleague-NRTO member / Complaints Committee
The working method of the NRTO is as follows:
On receipt of a complaint, admissibility is verified.
If the complaint is not processed, the complainant will be notified thereof, and
given a statement of the reason(s).
If the complaint is admissible, it will be registered.
The complainant is notified that the complaint is being processed.
The complainant is asked to pay a deposit (€750,-) for the costs to be incurred.
Settlement of the costs will take place after the verdict and depending on the
verdict. If the complainant wins the case, the costs will be paid by the defendant
(possibly the NRTO). If the complainant loses the case, he then must pay the
costs.
The entrepreneur against whom the complaint has been lodged, is notified of the
complaint and of the reasons why the complaint has been declared admissible.
Parties receive notification that an (external) complaints committee is set up.
Parties are asked to agree with the composition of this committee.
If one is unable to agree with the particular composition committee, he/she must
notify the NRTO General Committee of this, stating the reasons.
Parties are allowed to reject a committee twice. The third time the requested
committee will issue their decision.
Parties are notified about the period of time after which a definite answer is given.
The General Committee renders account for the complaint handling to the ALV
(General Members Meeting).