Nicolaas-Eleonora
These general terms and conditions apply to every offer, quotation and agreement between Nicolaas-Eleonora, hereinafter referred to as "Contractor", and a Client to which the Contractor has declared these conditions to be applicable, insofar as the parties have not deviated from these conditions explicitly and in writing.
If at any time one or more provisions in these general terms and conditions are wholly or partially null and void or are destroyed, the remaining provisions remain fully applicable. The Contractor and the Client will then enter into consultations in order to agree on new provisions to replace the invalid or nullified provisions, whereby the purpose and purport of the original provisions will be taken into account as much as possible.
If there is uncertainty about the explanation of one or more provisions, then the explanation must be given "in the spirit" of these provisions. If a situation arises between parties that is not regulated in these conditions, this situation must be assessed in the spirit of these conditions.
If the Contractor chooses not to require strict compliance with these conditions, this does not mean that the provisions do not apply, or that the Contractor would lose the right to demand strict compliance in other cases.
All proposals, quotes, and offers from the Contractor are without obligation unless the offer contains a term for acceptance. If no acceptance period has been set, the offer will always expire after 30 days.
The Contractor cannot be held to its proposals, quotes, or offers if the Client can reasonably understand that they, or any part thereof, contain an obvious mistake or error.
The prices stated are exclusive of VAT and other government levies, and of any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administrative costs, unless stated otherwise.
If the acceptance deviates (whether or not on minor points) from the offer, the Contractor is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance unless the Contractor indicates otherwise. A price breakdown does not oblige the Contractor to perform part of the assignment at a corresponding part of the stated price. Proposals, quotations or offers do not automatically apply to future orders.
The agreement is entered into for a definite period, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing. If a period has been agreed for the execution of certain activities or delivery of material, this is never a strict deadline. If a term is exceeded, the Client must give the Contractor written notice of default, offering a reasonable period to still execute the agreement.
The Contractor will execute the agreement to the best of her knowledge and ability and in accordance with the requirements of good workmanship. The Contractor has the right to have certain work performed by third parties. The applicability of Article 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
If work is carried out at the location of the Client or a location designated by the Client, the Client will provide the facilities reasonably required free of charge. The Contractor is entitled to execute the agreement in phases and to invoice each executed part separately, and may suspend execution of a subsequent phase until the Client has approved the preceding phase in writing.
The Client will ensure that all information the Contractor indicates is necessary, or which the Client should reasonably understand to be necessary, is provided in a timely manner. If not, the Contractor has the right to suspend execution and/or to charge the additional costs resulting from the delay at the then applicable rates. The execution period does not start until the Client has made the data available. The Contractor is not liable for damage arising from incorrect or incomplete information provided by the Client.
If during execution it appears that a change or supplement is necessary for proper execution, the parties will adjust the agreement in mutual consultation. If the nature, scope or content of the agreement is changed, this may have consequences for what was originally agreed, including an increase or decrease of the originally agreed amount, and a change to the term of execution. The Client accepts this possibility. The Contractor is entitled to implement an amendment only after the Client has agreed to the price and other conditions. Not immediately executing an amended agreement does not constitute a breach of contract. Without being in default, the Contractor may refuse a request for amendment if it could have qualitative or quantitative impact on the work to be performed.
If the Client fails to properly comply with his obligations, the Client is liable for all damages incurred directly or indirectly on the part of the Contractor. Where a fixed fee or price is agreed, the Contractor is nevertheless entitled to increase it where the increase arises from a legal obligation or other grounds not reasonably foreseeable when entering into the agreement, without the Client being entitled to terminate for that reason.
The Contractor is authorized to suspend the fulfillment of obligations or to dissolve the agreement, without any obligation to compensate damages or costs, if:
If the agreement is dissolved, the Contractor's claims against the Client are immediately due and payable. If the dissolution is attributable to the Client, the Contractor is entitled to compensation for any direct or indirect damage, including related costs.
If the Client cancels a confirmed engagement, the following applies to training, development and facilitation sessions:
Any third-party costs already committed on the Client's behalf, such as venue or travel, remain payable. Coaching engagements are governed by the separate coaching agreement, which sets out its own cancellation terms. If the agreement is terminated prematurely by the Contractor, the Contractor will arrange the transfer of work still to be performed to third parties in consultation with the Client, unless the cancellation is attributable to the Client. Any extra costs of transfer will be charged to the Client.
Force majeure means, in addition to its meaning in law, all external causes, foreseen or unforeseen, over which the Contractor cannot exert influence, but as a result of which the Contractor is unable to fulfill its obligations. This includes strikes of third parties and any health issues of the Contractor. The Contractor is also entitled to invoke force majeure if the circumstance preventing fulfillment occurs after the Contractor should have fulfilled her obligation.
The Contractor may suspend obligations during the period that the force majeure continues. If this period lasts longer than two (2) months, either party is entitled to dissolve the agreement, without obligation to pay compensation. Insofar as the Contractor has partially fulfilled or can fulfill her obligations, and the part fulfilled has independent value, the Contractor is entitled to invoice it separately.
Payment must always be made within thirty (30) days after the invoice date, in the manner and currency indicated by the Contractor, unless stated otherwise in writing. The Contractor is entitled to invoice periodically.
If the Client fails to pay on time, the Client is in default by operation of law and owes statutory interest, calculated from the moment of default until full payment. The Contractor may apply payments first to costs, then to interest due, and finally to principal and accrued interest, and may refuse an offer of payment that designates a different order.
The Client is never entitled to set off amounts owed. Objections to an invoice do not suspend the payment obligation. All reasonable costs of obtaining satisfaction out of court are borne by the Client, calculated in line with customary Dutch debt collection practice; where higher collection costs were reasonably necessary, the actual costs are eligible for reimbursement. Judicial and execution costs are also recoverable, as is interest on collection costs.
If the Contractor is liable, this liability is limited to what is arranged in this clause. The Contractor is not liable for damage caused by incorrect or incomplete information provided by or on behalf of the Client.
Any liability is limited to a maximum of one times the invoice value of the agreement, or the part to which the liability relates, and is in any case limited to the amount paid out by the Contractor's insurer, if applicable. The Contractor is only liable for direct damage. The Contractor is never liable for indirect damage, including consequential damage, loss of profit, missed savings, and damage due to business interruption. These limitations do not apply if the damage is due to intent or gross negligence on the part of the Contractor.
The Contractor is not liable for any direct or indirect damage resulting from the Client's application of what has been learned in coaching or training, or for any other direct or indirect damage for whatever reason. The Client indemnifies the Contractor against claims from third parties who suffer damage in connection with execution of the agreement, the cause of which is attributable to parties other than the Contractor. If the Contractor is held liable by third parties on that basis, the Client is obliged to assist both in and out of court; failing adequate measures, the Contractor may act itself, with all resulting costs and damage for the account and risk of the Client.
During the course of the agreement, both parties are likely to come into contact with confidential information crucial to each other's business. Such information may include business and financial information, business methods and practices, technology and technological strategies, marketing strategies, and other information either party deems confidential. Both parties are obliged to keep all non-public information in strict confidence for as long as it remains non-public, except to the extent disclosure is required by law or requested by a governmental or regulatory body. Neither party may use the confidential information for their own benefit or that of an affiliated party. On termination, each party will promptly return, on request, all documents, contracts, records, or other information embodying the other party's confidential information.
The Contractor reserves the rights and powers vested in it under the Copyright Act and other intellectual property laws and regulations. All coaching and training material provided in connection with the agreement is copyrighted and may not be made public, reproduced in any form (whether or not in modified form), or provided to third parties without the express written permission of the Contractor. The Contractor has the right to use the knowledge gained from executing an agreement for other purposes, insofar as no strictly confidential information of the Client is disclosed to third parties.
The methodology, models, and materials that the Contractor uses to deliver its services, including The Reveal Deck and the proprietary system, structure, card sets, guides, and facilitation approach associated with it, are and remain the exclusive intellectual property of the Contractor at all times. Nothing in any agreement transfers any ownership, licence, or other right in this methodology to the Client. Neither the Client nor any participant may copy, record, adapt, distribute, publish, teach, facilitate, or commercially exploit the methodology or any part of it, in any form, without the prior written permission of the Contractor. Any right to facilitate or deliver the methodology arises only under a separate written certification or licensing agreement with the Contractor.
All legal relationships to which the Contractor is a party are exclusively governed by Dutch law, even if an obligation is performed wholly or partly abroad or the other party is domiciled there. The court in the place of business of the Contractor has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise; nevertheless the Contractor has the right to submit a dispute to a court having jurisdiction by law. Parties will only appeal to the courts after making every effort to settle a dispute by mutual agreement.