GENEREAL TERMS & CONDITIONS

1.     Definitions

1.1  Contractor: Viviënne van den Berg | Interim | Advisory | (Team) Coaching B.V., registered at Chamber of Commerce under number 84845198, including engaged subcontractor(s).

1.2  Client: The (legal) person who commissions Viviënne den Berg | Interim | Advisory | (Team) Coaching B.V. to execute interim, advice, team coaching and/or coaching activities.

1.3  Parties: Contractor and Client jointly.

1.4  Services: The provision of interim management activities, consultancy, team coaching and/or coaching activities by Contractor.

1.5  Fee: An hourly rate, an advisory rate, a fixed amount and/or any other fee as agreed upon between Parties for the execution of Services by the Contractor for the Client.

1.6  Expenses:  Costs incurred by the Contractor, such as telephone, travel and accommodation.

1.7  Agreement: An Agreement concluded between the Parties, whereby the Contractor undertakes to provide Services for an agreed period, fee and any other expenditure.

1.8  Quotation: A verbal or written Quotation from the Contractor to enter into an Agreement with Client.

2.     Applicability

2.1  These General Terms and Conditions apply to all Quotations, Agreements and other (legal) transactions, which relate to Services that the Contractor provides to the Client and, furthermore, to all activities resulting from them and/or related to them.

2.2  These General Terms and Conditions also apply to Agreements with the Client, for which the Contractor engages subcontractors for the execution.

2.3  The applicability of other general terms and conditions and/or stipulations of the Client is excluded, except to the extent that those other general terms and conditions and/or stipulations have been explicitly accepted in writing by the Contractor.

2.4  If there is ambiguity as to the interpretation of one or more provisions of these General Terms and Conditions, the interpretation should be taken into account ‘in the spirit’ of these provisions.

2.5  If one or more provisions of these General Terms and Conditions are annulled or destroyed, the remaining provisions shall remain in force without prejudice. The annulled or destroyed provision will be replaced by the Contractor, taking into account as far as possible, the purpose and scope of the annulled or destroyed provision.

2.6  Deviations from and/or additions to these General Terms and Conditions shall only apply if agreed upon in writing between the Parties.

3.     Quotations

3.1  All Quotations from the Contractor are non-binding, unless expressly stated otherwise in writing.

3.2  If the Quotation does not mention a time limit, the Quotation shall be valid for 30 days.

3.3  The Quotation shall contain a complete and accurate description of the Services offered to enable the Client to make a good assessment of the Quotation by the Contractor.

3.4  The Quotation is based on the information provided to the Contractor by the Client up until the date of the Quotation.

3.5  The Client will ensure that all essential information for the elaboration of the Quotation has been provided to the Contractor.

3.6  The Contractor is not responsible or liable for the use of incorrect and/or incomplete information provided by the Client.

3.7  Quotations do not automatically apply to future Agreements.

4. Establishment of Agreement

4.1  A signed Agreement shall be binding to both Parties.

4.2  An Agreement shall be concluded only at the time when the Agreement signed by the Client has been received and accepted by the Contractor, or – in the absence of such an Agreement confirmation – at the time when the Contractor has entered into the execution of the Agreement.

4.3  The Client is obliged to check the Agreement for accuracy and completeness. If, in the opinion of the Client, what is stated in the Agreement deviates from what has been agreed between the Client and the Contractor, the Client must respond in writing within five days of receipt of the Agreement, failing which, the Agreement will be considered to be correct and binding.

4.4  The Agreement signed by the Parties will replace all and any previous proposals, quotations, correspondence, agreements and/or other communication, either written or verbal.

5.     Amendments to the Agreement

5.1   If, during the execution of the Agreement, it appears that it is desirable and/or necessary for proper execution to amend the Services to be provided, the Parties shall adapt the Agreement accordingly in good time and by mutual agreement.

5.2   If the Parties agree to amend the Agreement, it may affect the date of completion of the Agreement. The Client acknowledges and accepts that adaptation of the Agreement (e.g. change in size, method or approach) can influence the agreed planning.

5.3   If the adjustment of the Agreement is the result of requests and/or actions of the Client and/or other circumstances attributable to the Client, the Contractor may charge any resulting additional work on the basis of the usual Fee as an additional or separate Agreement.

6.     Execution of the Agreement

6.1   The Contractor endeavours to provide Services to the best of their ability, and in doing so takes due care, as can and should be expected of a professional service provider.

6.2   The Contractor is entitled to determine how the Agreement is executed. In doing so, the Contractor will take into account as much as possible, the legitimate interests of the Client and the instructions indicated by the Client within reason and in a timely manner.

6.3   The Parties shall, if they so wish, hold regular consultations on the status and the manner in which the Agreement is executed.

6.4   The Contractor will inform the Client as soon as possible in the case of any proposed changes to the execution of the Agreement.

6.5   The Client is required to cooperate fully with the execution of the Agreement and to provide the Contractor with access to all the information that the Contractor needs for the proper execution of the Agreement. The Client is in charge of the accuracy and completeness of the information made available to the Contractor. This also applies if this information comes from third parties. The Contractor is under no circumstances liable for damage caused by incorrect or incomplete information.

6.6   If the information necessary for the execution of the Agreement has not been provided to the Contractor in time, the Contractor has the right to suspend the execution of the Agreement and/or to charge the Client with the additional costs resulting from the delay in accordance with the usual Fee.

6.7   If and to the extent relevant to the proper execution of the Agreement, the Contractor has the right to have certain activities carried out by subcontractors in consultation with the Client.

6.8   The Client shall ensure that upon request, work facilities and workspace are made available with appropriate facilities for the execution of the Agreement.

6.9   Deviations from the (final) result from what has been agreed between the Parties are not grounds for disapproval and/or discount and/or compensation and/or dissolution of the Agreement, when these deviations, having taken all circumstances into account, are reasonably of minor significance.

7.     Fee & Expenses

7.1   The Contractor is entitled to a Fee for the execution of the Agreement.

7.2   Expenses incurred by the Contractor in carrying out the Agreement shall be eligible for reimbursement. These expenditures shall be specified as far as possible in advance.

7.3   Fees and Expenses are exclusive of VAT (BTW) and other levies imposed by the government, unless otherwise stated.

7.4   Fees and Expenses are based on the circumstances of the Contractor in force at the time of the conclusion of the Agreement, such as foreign exchange rates, purchase prices, excise duties, levies and taxes levied directly or indirectly by the Contractor or charged to subcontractors.

7.5   If the Fee and Expenses change prior to the closing of the Agreement and before the execution of Services has commenced, the Contractor has the right to pass this on to the Client.

7.6   The costs of subcontractors that the Contractor incurs for the purposes of the Agreement are passed on to the Client.

7.7   In the case of an Agreement involving amounts to be paid periodically by the Client, the Contractor shall be entitled to adjust the relevant Fee by through a written notification subject to a period of at least three months.

7.8   If the Client does not agree to an adjustment of the Fee as notified by the Contractor, the Contractor shall be entitled to terminate the Agreement in writing, within 7 days of said notification from the date of the request to amend the Fee. In that case, the Client is obliged to pay a reasonable compensation of the services already performed.

7.9   If, by failure to deliver or provide complete, sound and clear information in good time, or by an amended Agreement, either incorrect, or due to external circumstances, the Contractor is obliged to carry out more and/or additional activities, such activities shall be charged separately, on the basis of the remuneration used by the Contractor as usual. The Contractor will inform the Client in advance, unless this is not possible due to circumstances or if the nature of the work does not permit postponement.

7.10       If the execution of the Agreement is delayed or interrupted by circumstances that cannot be attributed to the Contractor, the Client is obliged to reimburse any costs that this entails. The Contractor will try to reduce these costs as much as possible.

7.10       The Client is obliged, on request, to provide an advance payment to the Contractor, for example, for services to be performed by the Contractor, expenses to be made by the Contractor or to procure goods or services necessary for the execution of the Agreement.

8.     Billing & Payment

8.1   The Contractor is entitled to execute the Agreement in different stages and thus invoice executed parts separately.

8.2   The Contractor will ensure timely billing. In consultation with the Client, the Contractor may charge the agreed Fee and Expenses as an advance, in the interim or periodically.

8.3   The Client must pay the Contractor’s invoices within 30 days of the date of invoice. Deviations from the payment period shall be possible only if agreed in writing between the Parties. Payment must be made without deduction, discount or debt settlement into the bank account provided by the Contractor. This payment term represents a fixed term.

8.4   If the Client does not pay the amount specified on the invoice, as due within the time limit set, the Client will be in default without any further notice of default. In that case, the Client will be liable for the relevant statutory interest from the moment the Client defaults to the date of payment of the full amount.

8.5   If the Client remains continues to not comply with the payment obligation, the Contractor may hand over the case, whereby all costs for obtaining payment will be borne by the Client. These out-of-court costs to collect the payment are determined at 15% of the principal amount due, without prejudice to the right of the Contractor to charge the Client for the costs actually incurred. Extrajudicial collection costs for consumers and parties treated as consumers shall be determined up to the maximum permitted in accordance with the laws and regulations in force. Any legal costs and execution costs incurred will also be charged to the Client. In addition, the Client will owe interest on the collection costs.

8.6   If payment is not been made for more than one month, the Contractor may suspend the execution of the Agreement until payment has been made.

8.7   The Contractor has the right, before fulfilling its obligations, to require full payment and/or adequate security for the fulfilment by the Client when it is plausible in the opinion of the Contractor that the Client will not (in sufficient or not) fulfil his obligations in time or not, or that such conduct is desirable according to the Contractor.

8.8   In the case of an assignment involving multiple Clients, those Clients are collectively liable for payment of the entire invoice amount.

8.9   In the event of liquidation or strike, bankruptcy, seizure or suspension of payment of the Client, or the Client otherwise loses the free management of their assets, then the Contractor’s claims against the Client are immediately due and payable.

8.10Payments made by the Client firstly serve to cover the interest and costs due and subsequently to cover the longest outstanding amounts.

9.     Complaints

9.1   Complaints about Services, invoice amounts or general complaints (including but not limited to compliance with applicable laws and regulations regarding the privacy of personal data), must be notified in writing to the Contractor by the Client or third party(s) no later than four weeks after the finding of the complaint or the invoice date, or no later than two weeks after completion of Services.

9.2   Complaints must include as detailed a description of the incursion so that Contractor is able to respond appropriately. If the Client does not respond within the time limit set in the first paragraph of this Article, the right to file a complaint will be voided unless laws and regulations oppose it.

9.3   The Contractor will deal with the complaint within four weeks of receiving the complaint. The Contractor’s judgment on the complaint will have to be justified and made known to the Client in writing.

9.4   If a complaint is justified, The Contractor will still provide Services as agreed or solve the complaint. If the provision of agreed Services is no longer possible or useful, The Contractor is liable only within the limits of Article 10 of these General Terms and Conditions.

9.5   Complaints do not suspend the Client’s payment obligations.

10.  Liability

10.1   For each Contract agreement entered into by the Contractor, there is a ‘best-effort’ obligation. The Contractor can never be held liable for results that have not been achieved.

10.2   If the Contractor is liable, this liability is limited to what is stipulated in this provision.

10.3   The Contractor is not liable for damages whatsoever, arising because the Contractor acted on incorrect and/or incomplete information provided by the Client.

10.4   The Contractor is not liable for material or immaterial damages – whether or not suffered by the Client or third parties – arising from activities carried out on behalf of the Client, in connection with actions, or the late or improper fulfilment of the obligation of this Agreement by the Client.

10.5   Any liability of the Contractor shall, in all cases, be limited to the amount paid, where appropriate, on the basis of a liability insurance concluded by the Contractor.

10.6   If, for any reason and no benefit is made on the basis of an insurance mentioned in the preceding paragraph, any liability shall be limited to the amount received by the Contractor under the Agreement from the Client. If the Agreement exceeds 3 months, the liability referred to above shall be limited to an amount equal to the total amount received by the Contractor under the Agreement in the last 6 months prior to the occurrence of the damage, with a maximum of €5,000.00 (five thousand euros) per event, per year.

10.7   The amount for which the Contractor is liable in such a case will be reduced by any amounts for which the Client is insured.

11.  Force Majeure

11.1   All situations of force majeure on the part of the Contractor release the Contractor of any obligation to comply with the Agreement, as long as the hinderance in question continues.

11.2   Force majeure is understood to mean in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, over which the Contractor cannot exercise influence, but which renders the Contractor unable to fulfil obligations.

11.3   If, by force majeure, the Contractor is prevented from carrying out the Agreement, the Contractor is entitled to suspend or dissolve the execution of the Agreement. The Client cannot, on that basis, be entitled to compensation for costs, damages, including consequential damages, and/or interest. Force majeure shall include: war, danger of war, mobilisation, riot, martial law, strike or exclusion, fire, adverse weather conditions, accident and illness, business disruption, transport stagnation, import/export restrictions or government restrictions, as well as any form of force majeure which is not solely dependent on the will of the Contractor, such as the untimely delivery of goods or services by subcontractors engaged by the Contractor.

11.4   If the execution of the Agreement also depends on third parties engaged by the Client and if said third parties do not fulfil their obligations and therefore the Agreement cannot be executed in time or without considerable additional effort and/or costs, the Contractor shall be entitled to terminate the Agreement in whole or in part in writing, if the continuation of the execution of the Agreement can no longer be reasonably expected from the Contractor. The Client cannot, on that basis, be entitled to compensation for costs, damages, including consequential damages and/or interest.

11.5   If one of the Parties is unable to comply with the Agreement or expects to be unable to comply, either as a result of force majeure or as a result of other circumstances, that Party is required to immediately inform the other Party in writing.

11.6   If, at the time the force majeure comes into effect, the Contractor has partially fulfilled their obligations or is still capable of partially fulfilling its obligations, the Contractor shall be entitled to invoice separately the part of the Agreement already executed and/or the part of the Agreement to be executed.

12.  Indemnification

12.1   The Client indemnifies the Contractor or subcontractors engaged by the Contractor for any claims from third parties, which suffer damages in connection with the execution of the Agreement which can be attributed to the Client, without prejudice to the liability referred to in Article 10 of these General Terms and Conditions.

12.2   Should, on the basis of the provisions of this Article, the Contractor be held accountable, by subcontractors, the Client is required to assist the Contractor both in and out of court and to immediately do everything that can be expected in this case.

13.  Duration and Termination of the Agreement

13.1   The Agreement shall be entered into for the duration laid down in the Agreement.

13.2   The Contractor will endeavour to execute the Agreement within the agreed schedule.

13.3   The Client acknowledges that duration and planning of the Agreement may be affected by all kinds of unforeseen circumstances including – but not limited to – the quality of information provided by the Client within the framework of the Agreement and the (degree of) availability and commitment of third parties involved in the Agreement.

13.4   Each Party has the right to terminate the Agreement in writing in the interim, with one calendar months’ notice, if and to the extent that one of the Parties demonstrates that the execution of the originally agreed Agreement and any additional Agreements, for important reasons, is significantly difficult or impossible and completion cannot be reasonably expected.

13.5   In the event of termination of the Agreement, the Client will, for any reason, fully compensate the Contractor for all the work carried out under the terms of the Agreement.

13.6   The parties are entitled to dissolve the Agreement, with immediate effect and without judicial intervention if, in respect to the other Party: a bankruptcy application has been made; suspension of payment has been requested; liquidation or cessation of the company takes place; a large part of the other Party’s assets are seized; or the other Party otherwise loses the free management of its assets.

13.7   In the event of the termination of the Agreement with the Client, the Contractor is not obliged to pay any compensation to the Client.

13.8   Upon termination of the Agreement, each Party shall immediately return to the other Party all documents and materials belonging to that other Party.

14.  Use of Email and other means of Communication

14.1   During the execution of the Agreement, the Parties will communicate with each other through e-mail, the internet and other means of communication.

14.2   The Parties acknowledge that the use of email, the internet and other means of communication is subject to risks such as – but not limited to – distortion, delay and/or viruses.

14.3   The Parties are not liable for any damage that arises as a result of the use of e-mail, the Internet and/or other means of communication.

14.4   The Parties will do everything that can be reasonably expected to prevent the occurrence of the a fore mentioned risks.

15.  Processing of Personal Data

15.1  The processing of personal data by the Contractor takes place in accordance with the applicable laws and regulations in the field of protection of personal data.

15.2  The Contractor considers the personal data provided by the Client under the Agreement to be lawfully obtained and managed by the Client. The Client protects the Contractor against all possible claims of third parties in this matter.

16.  Care and secrecy

16.1  The Contractor shall exercise due care when using all information available to the Contractor under the terms of the Agreement.

16.2  The Parties are obliged to maintain the confidentiality of all confidential information obtained from each other or from other sources under the Agreement. Information shall be considered confidential if it has been communicated to another by one Party or if it arises from the nature of the information. This obligation does not apply to the extent that the Contractor has a legal or professional obligation to disclose or if the Contractor has been relieved of the obligation of confidentiality by the Client.

16.3  The Contractor shall be entitled, if the contractor acts for himself in disciplinary, civil or criminal proceedings, to use the information provided by or on behalf of the Client and other information which the Contractor has been aware of in the execution of the Agreement, to the extent that it is of reasonable interest.

17.  Other provisions

17.1  If the Client has the same Services carried out simultaneously, in whole or in part by third parties, the Client will inform the Contractor of this.

17.2  The Client is not permitted to transfer any right from an Agreement concluded with the Contractor to third parties, other than in the case of the transfer of its entire company or with the express written consent of the Contractor.

18.  Conflicting clauses

18.1  If these General Terms and Conditions and the Agreement contain conflicting provisions, the provisions included in the Agreement shall apply.

18.2  Previous discussions and correspondence conducted shall, in the event of a contradiction with any provision in these General Terms and Conditions, be superseded by the terms and conditions of these General Terms and Conditions, unless otherwise agreed in writing.

19.  Dutch text binding

If these General Terms and Conditions are or will be drawn up in a foreign language, the Dutch text and its interpretation will always prevail in the event of any deviation from the Dutch text or in the event of a difference of opinion on the interpretation of any clause.

20.  Applicable law, disputes

20.1  All Agreements, to which these General Terms and Conditions apply in whole or in part, are governed exclusively by Dutch law.

20.2  If a dispute arises between the Parties with regard to the Agreement or subsequent Agreements, the Parties will initially seek to resolve this dispute amicably.

20.3  If it has proved impossible to resolve a dispute as referred to in paragraph 20.2, the dispute will be settled by either the competent court of the Amsterdam District Court, or the competent court within the area of the District Court at the discretion of the Contractor, or, in the event of conflict with previously mentioned choice of forums and any mandatory legal provision, the competent court as determined by law.