NRTO Code of Conduct

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).