General terms and conditions

Article 1 Definitions and general provisions

1.1 De Grijff B.V., located at Rietbaan 2, 2908 LP Capelle aan den IJssel, Chamber of Commerce number 91198380, is referred to in these General Terms and Conditions as the service provider.

1.2 Client: the legal entity that awards the contract to De Grijff. De Grijff works for clients in all sectors.

1.3 Agreement: the contract for services to De Grijff for the benefit of the client. The content of the quotation constitutes the content of the contract. Prices, terms, and conditions are further explained in this contract.

1.4 Services: the services provided include advising on marketing and sales processes.

Article 2 Applicability of General Terms and Conditions

2.1 These terms and conditions apply to all services, products, offers, quotations, transactions, and agreements with De Grijff. The General Terms and Conditions also apply to all agreements with De Grijff in the execution of which third parties are involved.

2.2 If any agreements are made that deviate from these General Terms and Conditions, these will be recorded in writing in the quotation. Any deviations from the General Terms and Conditions are only valid if expressly agreed upon in writing in advance.

Article 3 Payment

3.1. Invoices must be paid within 14 days after invoice date and should be in the account of De Grijff, unless the parties have made other written arrangements or if a different payment term is stated on the invoice.

3.2. If the client does not pay within the agreed term, the client is automatically in default, without any notice or notice of default being required. From that moment on, the service provider is entitled to suspend the obligations until the client has fulfilled his payment obligations. If the client remains in default, the service provider will proceed to collection. The costs related to such collection shall be borne by the client.

3.3. If the client is in default, in addition to the principal amount, they will also owe the service provider statutory (commercial) interest, extrajudicial collection costs, and other damages. The collection costs will be calculated in accordance with the Decree on Compensation for Extrajudicial Collection Costs.

3.4 In the event of liquidation, bankruptcy, seizure, or suspension of payments by the client, the service provider's claims against the client are immediately due and payable. If the client refuses to cooperate with the service provider in carrying out the assignment, payment becomes immediately due and payable, and the client must pay the agreed-upon price.

Article 4 Offers and quotations

4.1 A quotation will be prepared for each assignment, which must be confirmed in writing by the client. The quotation will include a description of the services, the duration, and the cost per unit.

4.2 The quotation will be quoted excluding VAT.

4.3 De Grijff's quotations are valid for 14 days, unless De Grijff specifies a different term in the quotation. Third-party offers are valid for a maximum of 1 month, unless a different term of acceptance is specified in the offer. If the offer is not accepted within that stated term, the offer lapses. Delivery times in quotations are indicative and do not entitle the client to termination or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.

4.4 No rights can be derived from De Grijff's quotations for future orders. De Grijff is not obligated to offer services at the prices from expired quotations. Offers and quotations do not automatically apply to repeat orders, unless this has been expressly agreed in writing.

Article 5 Prices

5.1. The prices stated on offers, quotations and invoices from the service provider are exclusive of VAT and any other government levies, unless expressly stated otherwise. The prices of goods are based on the cost prices known at that time. Increases in these costs that could not have been foreseen by the service provider at the time of making the offer or concluding the agreement may give rise to price increases. The prices are exclusive of other government levies, as well as any costs to be incurred under the agreement, including shipping and administration costs, unless stated otherwise.

5.2. With regard to the services, the parties may agree on a fixed price when concluding the agreement. If no fixed price has been agreed, the rate for the services may be determined based on the actual hours spent. The rate will be calculated according to the service provider's usual hourly rates applicable to the period in which he performs the work, unless a different hourly rate has been agreed. If no rate based on the actual hours spent has been agreed, a target price will be agreed for the services, from which the service provider is entitled to deviate up to 10%. If the target price turns out to be more than 10% higher, De Grijff must inform the client in a timely manner why a higher price is justified.

5.3. De Grijff may charge the Client for any costs associated with late payment, including those for legal assistance, bailiffs and collection agencies.

5.4. The prices in the stated offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred under the agreement, including shipping and administration costs, unless stated otherwise.

5.5. A composite quotation does not oblige De Grijff to carry out part of the assignment at a corresponding rate.

5.6. If the Client fails to (fully) meet its payment obligations or remains in default, it may not use the results made available. De Grijff's services include functionalities and licenses, advice, (coaching) techniques, materials, files, and ideas used.

Article 6 Price indexation

The prices, expenses, and hourly wages agreed upon at the time of entering into the agreement are based on the current price level. The service provider reserves the right to adjust the fees charged to the client and the applicable terms and conditions annually, effective January 1st. Adjusted prices, rates, and hourly wages will be communicated to the client in writing as soon as possible.

Article 7 Provision of information by the client

7.1. The Client shall provide De Grijff with all information that the Client knows or should know is relevant to the performance of the assignment. The Client is obliged to provide De Grijff with all data that De Grijff requests and/or requires for the correct performance of the assignment, in a timely manner and in the desired form and manner. The Client guarantees the accuracy, completeness and reliability of the data made available to the service provider, even if this originates from third parties, to the extent that the nature of the assignment does not indicate otherwise. If the information and data made available are not accurate or complete, this shall be at the expense and risk of the Client.

7.2. The Client indemnifies the service provider against any damage in any form whatsoever resulting from failure to comply with the provisions of Article 7.1. All information supplied for the purpose of maintenance and financial transactions relating to the linked services automatically become the property of De Grijff under the agreement concluded by the parties. De Grijff will handle this information with all due care and in good faith and will reasonably only use and/or make it available (in part) when there is a direct need to do so, including but not limited to savings, reminders, quotations and legal matters.

7.3. If the client does not provide the data and documents requested by the service provider in a timely or complete manner, and the execution of the assignment is delayed as a result, any additional costs and additional fees resulting from this will be borne by the client.

Article 8. Obligation to make efforts

8.1 The purpose of De Grijff's services is to actively guide and support companies and/or employees in the activities requested and specified in the quotation. This support is offered in the broadest sense of the word and is not always (directly) measurable, given the nature of the services. Since De Grijff is dependent on third-party functionalities and market changes, De Grijff has a best-efforts obligation.

8.2 De Grijff will represent the client's interests as best as possible and keep them informed of the progress of the work.

8.3 If De Grijff engages third parties for the assignment, it will do its utmost to represent the client's interests with third parties working under its direction. For products and services passed on by third parties, the supplier's general terms and conditions apply to the client. In the event of any conflict between these terms and conditions, De Grijff's terms and conditions apply to all contacts between De Grijff and the client.

8.4 The Client will, in turn, do everything that is reasonably necessary to achieve a good result. The Client and De Grijff will both make every reasonable effort, unless there is a reasonable case of force majeure.

Article 9 Withdrawal of order

9.1. The services are provided for a specific period as specified in the quotation. Cancellation of the order is not possible within the specified period unless confirmed in writing by De Grijff.

9.2 In the case of an agreement for an indefinite period, the client has the right to terminate the assignment at any time, provided that this is communicated to De Grijff in writing at least 14 days before the invoice date.

9.3. If the client fails to withdraw in a timely manner with prior written confirmation, payment of the entire amount remains due. If the amount is not paid on time, it will be increased by costs, including but not limited to collection fees, costs, and administration fees.

Article 10 Execution of the agreement

10.1. The service provider shall perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

10.2. The Service Provider has the right to have work performed by third parties. De Grijff carries out the assignments and projects subject to the right of substitution. This is the right to be replaced by a third party expert, including but not limited to in the event of force majeure. If De Grijff exercises the right of substitution, De Grijff will inform the Client in a timely manner of the reason for the substitution and by whom. De Grijff will take all reasonable measures and make every effort to ensure that the substitution lasts as short as possible. After the substitution, De Grijff will carry out the assignment or project itself.

10.3.  The implementation takes place in mutual consultation and after written agreement and, if necessary, payment of any agreed advance payment.

10.4. The client is responsible for ensuring that the service provider can commence the assignment on time. Circumstances including, but not limited to, non-working login details, re-requesting login details, changed passwords, changes to system functionalities, non-acceptance of the terms and conditions applicable to the functionalities, and missing components cannot be held against De Grijff and are at the client's expense and risk.

Article 11 Contract duration assignment

11.1. The agreement between the client and the service provider is entered into for the term stated in the quotation; after this term, the agreement will be extended for an indefinite period on a monthly basis. Unless otherwise agreed.

11.2. If the parties agree on a term for the completion of certain work within the term of the agreement, this is not a fatal deadline. If this term is exceeded, the client must give De Grijff written notice of default.

Article 12 Amendment of the agreement

12.1. If during the performance of the agreement it appears that for the proper execution of the assignment it is necessary to change or adapt the work to be performed, the parties shall terminate the agreement accordingly in a timely manner and in mutual consultation.

12.2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the performance may be affected. If a change is required, the client cannot reasonably demand delivery on the original delivery date as agreed without a request for the change. The service provider will inform the client of this as soon as possible. If the change or supplement to the agreement has financial and/or qualitative consequences, the service provider will inform the client of this in writing as soon as possible.

12.3. If the parties agree on a fixed fee, De Grijff will indicate to what extent the change or addition to the agreement will result in an excess of this fee.

Article 13 Force Majeure

13.1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by the service provider to fulfil any obligation towards the client cannot be attributed to the service provider in the event of a circumstance beyond the service provider's control, as a result of which the fulfilment of its obligations towards the client is wholly or partially prevented or as a result of which the fulfilment of its obligations cannot reasonably be expected of the service provider. Such circumstances include, but are not limited to, non-performance by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions, government measures, measures to protect public health and work stoppages.

13.2. If a situation as referred to above occurs as a result of which De Grijff cannot fulfil its obligations towards the client, those obligations will be suspended for as long as the service provider cannot fulfil its obligations. If the situation referred to in the previous sentence has lasted for 30 calendar days, the parties have the right to terminate the agreement in writing in whole or in part. In the case referred to in the second paragraph of this article, De Grijff is not obliged to pay any compensation for any damages.

Article 14 Liability

14.1 De Grijff guarantees that the services provided by or on behalf of him have been carefully compiled and that De Grijff has access to them.

14.2 The Client indemnifies De Grijff against claims by third parties relating to intellectual property rights on materials or data supplied by the Client, which are used in connection with the assignment. If the Client provides De Grijff with information carriers, electronic files or software, etc., the Client guarantees that the information carriers, electronic files or software are free of viruses.

14.3 The Client shall indemnify De Grijff or persons engaged by De Grijff in connection with the assignment against all claims by third parties as a result of the application or use of the result of the assignment.

14.4 De Grijff will report any errors discovered as soon as possible; however, De Grijff cannot be held liable for (the consequences of) errors or defects in materials or instructions made available by the client or third parties. De Grijff is not liable for indirect damage, including consequential damage, lost profits, lost savings, and damage due to business stagnation.

14.5 Direct damage only includes:

• the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to the damage within the meaning of these terms and conditions;
• any reasonable costs incurred to rectify the defective performance of De Grijff;
• reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.

14.6. De Grijff’s liability for damages is limited to an amount reasonably proportionate to the scope of the assignment up to the amount of the fee. If the damage can reasonably be repaired by De Grijff, De Grijff will be given the opportunity to repair the damage before the client proceeds to claim compensation. The Client shall take all reasonable measures and reasonably necessary insurance to prevent and limit damage.

14.7. Any liability expires one year from the moment the assignment is completed.

14.8. After completion of the assignment, neither the Client nor De Grijff will have any obligation to retain the materials and data used, except for the obligations under the applicable privacy laws and regulations and the Personal Data Protection Act.

Information about the storage and processing of this data can be found in De Grijff's Privacy Statement.

Article 15 Settlement

15.1. The Client has no independent right nor authority to offset any debt or performance to De Grijff.

15.2. If the client wishes to offset a claim against a debt or performance to De Grijff, the client must submit a written request to De Grijff. De Grijff will then make a decision on this request and inform the client as soon as possible.

Article 16 Suspension

16.1 If the Client terminates the agreement, they will reimburse the Client for fees, costs incurred, including mileage allowance, and third-party costs for work performed up to that point. In addition, De Grijff is entitled to compensation for loss of income.

16.2 If De Grijff terminates the agreement due to an attributable shortcoming on the part of the Client, the Client will pay the fee, costs incurred and costs of third parties relating to the work performed up to that point.

16.3 The Client and De Grijff may immediately terminate the agreement in the event of bankruptcy or suspension of payments of the other party.

16.4 De Grijff is authorized to terminate the agreement (or have it terminated) if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or can no longer reasonably be expected. Termination is also possible if the circumstances are of such a nature that it cannot be expected that the agreement cannot remain unchanged.

16.5 If the assignment is terminated prematurely for any reason whatsoever, the client is no longer permitted to use the advice, software, materials or ideas made available to him/her, and all rights to all services shall lapse.

Article 17 Transfer of rights

Rights of a party under this agreement may not be assigned without the prior written consent of the other party. This provision constitutes a clause with property law effect as referred to in Article 3:83, paragraph 2, of the Dutch Civil Code. Lapse of claim: any right to compensation from the service provider shall in any event lapse 12 months after the event from which the liability directly or indirectly arises. Article 6:89 of the Dutch Civil Code continues to apply to this article.

Article 18 Indemnification

The client indemnifies the service provider against all third-party claims related to the services provided by the service provider. All exclusions of liability in Article 14 and the retention of intellectual property rights by De Grijff in Article 21 apply accordingly to this article.

Article 19 Right to complain

19.1. The Client is obligated to immediately report complaints about the work performed to the service provider in writing. The complaint must contain as detailed a description of the shortcoming as possible, so that the service provider can respond adequately. In any case, a complaint cannot result in the service provider being required to perform completely different work than agreed upon.

19.2. The parties will make every effort to reach a resolution to the complaint by mutual agreement before initiating legal proceedings.

Article 20 Retention of title and right of retention

20.1. The goods present at the client's premises and the goods and parts delivered remain the property of De Grijff until the client has paid the entire agreed price. Until then, the service provider can invoke its retention of title and take back the goods.

20.2. If the agreed advance payment amounts are not paid or are not paid on time, De Grijff has the right to suspend the work until the agreed portion has been paid. In that case, the creditor is in default. In that case, a late delivery cannot be held against the service provider, and De Grijff is not authorized to pledge or encumber in any other way the items falling under its retention of title.

20.3. If items have not yet been delivered and the agreed advance payment or price has not been paid as agreed, the service provider has the right of retention. The item will then not be delivered until the client has paid in full and in accordance with the agreement. In the event of liquidation, insolvency or suspension of payments of the client, the client's obligations are immediately due and payable.

Article 21 Intellectual property

21.1 De Grijff will use all techniques, administrative software and ideas at its disposal within the project to arrive at the most appropriate service and/or advice for the Client.

21.2 The materials and electronic files used by De Grijff during the project are and remain the property of De Grijff.

21.3 The Client will be granted exclusive permission and access to the use of the coaching, materials, files, and ideas within the agreed or intended performance of the services, solely for the duration of the assignment. The resources and materials, including licenses for administrative software, are not freely transferable to third parties; this applies in particular to the structure and composition of the package.

21.4 Unless the parties have agreed otherwise in writing, the service provider retains all intellectual absolute rights, including but not limited to copyright, patent rights, trademark rights: drawing and model rights on the designs that the parties have created themselves, drawings, writings, carriers with data or other information, quotations, images, sketches, models, mock-ups and the like. The aforementioned intellectual absolute rights may not be copied, shown and/or made available to third parties or used in any other way without the written permission of the service provider.

21.5. The Client and Grijff undertake to maintain the confidentiality of the confidential information provided. Confidential information includes, in any case, the information to which this article relates, as well as company data.

21.6. De Grijff reserves the right to use the results of the agreed services for commercial purposes. The results include, but are not limited to, the selection criteria for desired target groups and other relevant information. Commercial purposes include, but are not limited to, marketing, publication on the De Grijff website and the De Grijff LinkedIn page. If the client does not agree to the use of the results of the agreements and/or use for commercial purposes,

For such purposes, the client must provide prior written notice. If the client does not object in any way to the use based on this article, permission is deemed to have been granted.

Article 22 Non-transfer of personnel

22.1 The Client shall not employ any employees of the Service Provider (or of companies engaged by the Service Provider for the performance of this Agreement and who were (or are) involved in the performance of the Agreement). Nor shall the Client otherwise allow them to work directly or indirectly.

22.2 The prohibition in Article 22.1 applies for the duration of the agreement and up to one year after its termination. The only exception to this prohibition is that the parties make other arrangements in good business consultation with each other. The agreements are only valid if they are recorded in writing in advance.

Article 23 Dispute Resolution

23.1. These terms and conditions are governed by Dutch law. The Dutch courts have jurisdiction to hear all disputes arising from these terms and conditions.

23.2. If one or more provisions of these General Terms and Conditions are declared inapplicable by a court, the remaining provisions will remain in force. The inapplicable provision will be interpreted as much as possible in the light and intention of these General Terms and Conditions.

23.3. De Grijff will ensure that the most recent version of the General Terms and Conditions is published on the website.

23.4. The most recent version of the General Terms and Conditions will apply to all current and new agreements, quotations, offers, confirmations and all other documents to which these General Terms and Conditions have been declared applicable.

23.5. De Grijff reserves the right to unilaterally amend the General Terms and Conditions annually at a time of De Grijff's choosing. In the event of amendments, De Grijff will ensure that the General Terms and Conditions are published on the website.