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 in these general terms and conditions 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 of these general terms and conditions, then the explanation must be given "in the spirit" of these provisions.
     If a situation arises between parties that is not regulated in these general terms and conditions, this situation must be assessed in the spirit of these general terms and conditions.
     If the Contractor chooses to not require strict compliance with these conditions, this does not mean that the provisions thereof do not apply, or that the Contractor would lose the right to demand strict compliance with the provisions of these conditions in other cases.

PROPOSALS, QUOTES, AND OFFERS

     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 the proposals, quotes, or offers, or any part thereof, contain an obvious mistake or error.
     The prices stated in a proposal, quote or offer are exclusive of VAT and other government levies, 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 included in the proposal, quote, or 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.

Contract duration, implementation and amendment of the agreement, price increase

Contract duration - The agreement between the Contractor and the Client is entered into for a definite period, unless the nature of the agreement dictates otherwise or if the parties expressly agree otherwise in writing.
If a period has been agreed or specified for the execution of certain activities or for the delivery of certain material, this is never a strict deadline. If a term is exceeded, the Client must, therefore, give the Contractor written notice of default. The contractor must be offered a reasonable period to still execute the agreement.

Contract execution - 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 paragraphs 2 and 7:409 of the Dutch Civil Code is expressly excluded.
If work is carried out by the Contractor or third parties engaged by the Contractor in the context of the assignment at the location of the Client or a location designated by the Client, the Client will provide the facilities reasonably required by those service providers free of charge.
The contractor is entitled to execute the agreement in different phases and to invoice the thus executed part separately. If the agreement is executed in phases, the Contractor can suspend the execution of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing.
The Client will ensure that all information, which the Contractor indicates is necessary or which the Client should reasonably understand to be necessary for the execution of the agreement, is provided to the Contractor in a timely manner. If the information required for the execution of the agreement has not been provided to the Contractor in a timely manner, the Contractor has the right to suspend the execution of the agreement and/ or to charge the Client the additional costs resulting from the delay in accordance with the then applicable rates. The execution period does not start until after the Client has made the data available to the Contractor. The Contractor is not liable for damage of any kind, because the Contractor has used incorrect and/ or incomplete information provided by the Client.

Contract adaptation - If during the execution of the agreement it appears that for a proper execution it is necessary to change or supplement said agreement, then the parties will adjust it in mutual consultation. If the nature, scope or content of the agreement, whether or not at the request or instruction of the Client, of the competent authorities, etc., is changed and the agreement is thereby changed in qualitative and/ or quantitative terms, this may have consequences. for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. The Contractor will provide a quotation in advance if possible. By an amendment of the agreement, the originally specified term of execution can also be changed. The Client accepts the possibility of changing the agreement, including the change in price and term of execution.
If the agreement is changed, including any relevant supplement(s), then the Contractor is entitled to implement it only after the Client has agreed to the price and other conditions stated for the execution. Not or not immediately executing the amended agreement does not constitute a breach of contract by the Contractor and is no reason for the Client to terminate or cancel the agreement.
Without being in default, the Contractor may refuse a request for amendment of the agreement, if this could have qualitative and/ or quantitative impact for the relevant work to be performed or material to be delivered.

Contract obligations - If the Client should fail to properly comply with his obligations to the Contractor, the Client is liable for all damages incurred directly or indirectly on the part of the Contractor.
If the Contractor agrees to a fixed fee or fixed price with the Client, the Contractor is nevertheless entitled at all times to increase this fee or this price without the Client, in that case, being entitled to terminate the agreement for that reason, if the increase of the price arises from an obligation under the law or regulation or on other grounds that were not reasonably foreseeable when entering into the agreement.

SUSPENSION, DISSOLUTION, AND PREMATURE TERMINATION OF THE CONTRACT

     The Contractor is authorized to suspend the fulfillment of the obligations or to dissolve the agreement, without any obligation to compensate for: damage(s) and costs in any way, if:
The Client does not fulfill the obligations under the agreement or does not comply fully or in time.
The Contractor obtains knowledge of circumstances after the agreement has been entered into, which provides a reasonable indication that the Client will not be able to fulfill the obligations under the agreement.
The Client was requested to provide security for the fulfillment of his obligations under the agreement upon signing of the agreement and this security is not provided or is insufficient or if the delay on the part of the Client results in the Contractor no longer being able to meet the terms and conditions of the agreement.
Circumstances arise that are of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected of the Contractor.
The Client faces liquidation, (application for) suspension of payments or bankruptcy, seizure of assets (not lifted within three months), debt rescheduling, or another circumstance whereby the Client can no longer freely make use of its assets.

     If the agreement is dissolved, the Contractor's claims against the Client are immediately due and payable. If the Contractor offers suspension of the Client’s compliance with this obligation, it will retain its rights under the law and the agreement.
     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 the agreement in whole or in part, the work that was carried out and the materials ordered or prepared for it, plus any delivery costs thereof and the working time reserved for the execution of the agreement will be fully charged to the Client. In case of training and development sessions, the following will apply:

Cancellation up to four (4) weeks before the scheduled start, 50% of the agreed price, or the actual preparation costs if these are higher, will be charged to the Client.
Cancellation between four (4) and two (2) weeks before the scheduled start of the assignment, 80% of the agreed price will be charged to the Client.
Cancellation within two (2) weeks before the scheduled start of the assignment, 100% of the agreed price will be charged to the Client.

     If the Client is a no-show for coaching sessions, 50% of the agreed price will be charged to the Client.
     If the agreement is terminated prematurely by the Contractor, the Contractor will arrange for the transfer of work still to be performed to third parties in consultation with the Client. This unless the cancellation is attributable to the Client. If the transfer of the activities entails extra costs for the Contractor, these will be charged to the Client. The Client is obliged to pay these costs within the agreed-upon term unless the Contractor indicates otherwise.

FORCE MAJEURE

     In these general terms and conditions, force majeure means, in addition to what is understood in this respect 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 that prevents (further) fulfillment of the agreement occurs after the Contractor should have fulfilled her obligation.
     The contractor can suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two (2) months, then each of the parties is entitled to dissolve the agreement, without obligation to pay compensation to the other party.
     Insofar as the Contractor at the time of the occurrence of force majeure has partially fulfilled his obligations under the agreement or will be able to fulfill them, and the part fulfilled or to be fulfilled has independent value, the Contractor is entitled to the part already fulfilled or to be fulfilled to be invoiced separately. The Client is obliged to pay this invoice as if it were a separate agreement.

PAYMENT AND COLLECTION COSTS

     Payment must always be made within thirty (30) days after the invoice date, in a manner to be indicated by the Contractor in the currency in which it was invoiced unless stated otherwise in writing by the Contractor.
     The contractor is entitled to invoice periodically.
     If the Client fails to pay an invoice on time, the Client will be in default by operation of law. The Client will then owe statutory interest. The interest on the due and payable amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due.
     The Contractor has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal and accrued interest. The Contractor can, without being in default, refuse an offer of payment if the Client designates a different order for the allocation of the payment. The contractor can refuse full payment of the principal sum if the outstanding and accrued interest and collection costs are not also paid.
     The Client is never entitled to set off the amount owed to the Contractor. Objections to the amount of an invoice do not suspend the payment obligation.
     If the Client is in default or omission in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining satisfaction out of court will be borne by the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch debt collection practice. However, if the Contractor has incurred higher collection costs that were reasonably necessary, the costs actually incurred are eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs owed.

LIABILITY

     If the Contractor is liable, then this liability is limited to what is arranged in this liability clause.
     The Contractor is not liable for damage, of whatever nature, caused by the Contractor using incorrect and/ or incomplete information provided by or on behalf of the Client.
     If the Contractor is liable for any damage, the liability of the Contractor is limited to a maximum of one time the invoice value of the agreement, at least to that part of the agreement to which the liability relates. The liability of the Contractor is in any case always limited to the amount of the payment from its insurer, if applicable.
     The Contractor is only liable for direct damage. Direct damage is exclusively understood to mean the reasonable costs for determining the cause and the extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions. Any reasonable costs incurred in connection with the Contractor's defective performance on the agreement, insofar as these can be attributed to the Contractor and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions. The contractor is never liable for indirect damage, including consequential damage, loss of profit, missed savings, and damage due to business interruption.
     The limitations of liability included in this clause do not apply if the damage is due to intent or gross negligence on the part of the Contractor.

INDEMNITY

     The Contractor is not liable for any direct and/ or indirect damage as a result of the application by the Client of what has been learned in coaching and/ or training, or for any other direct and/ or indirect damage for whatever reason.
     The Client indemnifies the Contractor against any claims from third parties who suffer damage in connection with the execution of the agreement, the cause of which is attributable to parties other than the Contractor. If the Contractor should be held liable by third parties, for this reason, the Client is obliged to assist the Contractor both in and out of court and to immediately do everything that may be expected of him in that case. If the Client fails to take adequate measures, the Contractor is entitled, without notice of default, to do so itself. All costs and damage on the part of the Contractor and third parties that arise as a result of this are fully for the account and risk of the Client.

CONFIDENTIALITY

     During the course of the agreement, it is likely that the Contractor and Client will come into contact with confidential information crucial to the operation of each of their business. Such confidential information may include, without limitation: (i) business and financial information, (ii) business methods and practices, (iii) technology and technological strategies, (iv) marketing strategies and (v) other such information each party deems as “Confidential Information”. Both the Contractor and the Client are obliged to keep in strict confidence all non-public information so long as it remains non-public, except to the extent disclosure is required by law, requested by any governmental or regulatory agency or body. The Contractor and the Client cannot use the confidential information disclosed to them for their own benefit, or for the benefit of any party with which they are affiliated. If the agreement is terminated, each party upon request will promptly return to the other party all documents, contracts, records, or other information received by it that disclose or embody confidential information of the other party.  

INTELLECTUAL PROPERTY

     The Contractor reserves the rights and powers vested in it under the Copyright Act and other intellectual laws and regulations.
     Specifically, all coaching and training material provided by the Contractor in connection with the agreement is copyrighted. As a result, this should not be in any form made public and/ or reproduced in any way and 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 by the execution of an agreement for other purposes as well, insofar as no strictly confidential information of the Client is brought to the notice of third parties.

APPLICABLE LAW AND DISPUTES

     All legal relationships to which the Contractor is a party are exclusively governed by Dutch law, even if an obligation is wholly or partly performed abroad or if the party involved in the legal relationship is domiciled there.
     The judge 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 the dispute to a court that has jurisdiction according to the law.
Parties will only appeal to the courts after they have made every effort to settle a dispute by mutual agreement.