Article 1: Definitions
Arrangement: Service or activity or combination of services or activities organized or offered by the contractor on a commercial or professional basis, as well as the provision of facilities. These services, activities or facilities may consist of the rental or sale of equipment, arranging transport or activities, arranging accommodation(s), providing instruction and supervising (parts of) a programme of activities. Supervised arrangements or supervised activities are understood to mean: arrangements or activities that are supervised by a representative of the entrepreneur.
Participant(s): any natural or legal person who participates in an assignment carried out by the contractor.
Services: all work that the contractor carries out for or on behalf of the Client in the execution of the agreement, whether or not in connection with the delivery of goods;
Documents: all documents relating to the goods and/or services to be delivered, such as quality and warranty certificates, inspection data, user manuals, instruction books, drawings, specifications, technical data, EU declarations of conformity, etc.
Contractor: Rebelieve B.V., established in Oene, Dutch Chamber of Commerce number 65683633, is referred to as the Contractor in these general terms and conditions.
Client: any natural or legal person with whom the contractor has concluded an agreement.
Agreement/Assignment: the assignment agreement, whereby the contractor undertakes to the Client to deliver certain services and/or goods of any nature and by any name to the Client.
Parties: Contractor and Client together.
IP rights: rights to intellectual creations, such as copyright, trademark law, design law, commercial names law, database law and patent law.
In writing: by letter and/or by e-mail.
Article 2: Applicability of terms and conditions
2.1. These conditions apply to all quotes, offers, work, agreements and deliveries of services or goods by or on behalf of the Contractor.
2.2. Deviations from and additions to these conditions are only valid if they have been agreed in writing between the parties.
2.3. The applicability of the Client's delivery conditions is expressly rejected.
2.4. If one of the provisions in these terms and conditions is void or annulled, the other provisions will remain in full force. In that case, the parties will consult with each other with the aim of making other agreements about the void or annulled provision.
2.5. By using the services of the Contractor, the Client declares that he has taken note of the terms and conditions of delivery of Rebelieve B.V. and that he agrees to these terms of delivery.
Article 3: Offers and conclusion of agreements
3.1. All offers and statements from the Contractor are without obligation, unless the Contractor has expressly stated otherwise. The Client guarantees the accuracy and completeness of the information provided by or on behalf of him, on which the Contractor has based its quote. The Contractor is not liable if the Client has provided incorrect or incomplete information. Quotes are valid for 1 month from the date on which the quote was made, unless a different period of acceptance is stated in the quote. If the quote is not accepted within that stated period, the offer will lapse.
3.2. The agreement is concluded after signing or otherwise agreeing to the offer and/or quote.
3.3. The assignment shall be deemed to have been concluded in the following cases:
- upon approval by e-mail by or on behalf of the Client of the offer and/or quote;
- signing of the quote or agreement by or on behalf of the Client;
- in the case of orders by an order form, letter or e-mail submitted by the Client;
- if the Contractor has started the execution of the agreement and this is known to the Client.
3.4. All images, drawings, data regarding weights, dimensions, colours, prices, etc. included in the Contractor's documents are only approximate. Changes to the order are only valid if agreed upon in writing.
3.5. In the event of additional work, the Client will have to provide the Contractor with a separate order. The Contractor has the right to refuse this separate assignment.
3.6. The agreement always contains best efforts obligations for the Contractor, not result obligations.
Article 4: Prices and payment
4.1. All prices exclude sales tax (VAT) or other levies imposed by the government. Prices are in euros. Payments by the Client must be made in euros.
4.2. The Client cannot derive any rights from a cost estimate or budget issued by the Contractor, unless otherwise agreed in writing. An available budget communicated by the Client to the Contractor does not count as an agreed price, unless the parties have agreed this in writing.
4.3. Prices quoted are based on factors that apply at the time of quotation. Subsequent increases in price factors, such as wage costs, etc., insofar as they do not relate to normal trade risk, can be passed on to the Client.
4.4. The information from the Contractor's administration provides complete evidence with regard to the services performed by the Contractor and the amounts owed by the Client. The Client has the right to provide evidence to the contrary.
4.5. If there is a periodic payment obligation on the part of the Client, the Contractor is entitled to adjust the applicable prices and rates in writing, in accordance with the index or other benchmark included in the agreement, to the term stated in the agreement. If the agreement does not expressly provide for the option for the Contractor to adjust the prices or rates, the Contractor is entitled to adjust the applicable prices and rates in writing with a notice period of at least three months. If the Client does not wish to agree to the adjustment in the latter case, it must respond in writing within thirty days of the notification and the parties will consult with each other. If the parties do not reach an agreement, the Client is entitled to terminate the agreement in writing with effect from the date on which the new prices and/or rates would come into effect.
4.6. Amounts due are paid by the Client in accordance with the agreed payment conditions, failing which payment must be made within 30 days after the invoice date. The Client is not entitled to suspend any payment nor to settle any amounts due.
4.7. If the Client does not pay the amounts due or does not pay them on time, the Client will owe statutory interest for commercial agreements on the outstanding amount, without the need for a reminder or notice of default. If the Client fails to pay the claim after a reminder or notice of default, the Contractor can outsource the claim, in which case the Client, in addition to the total amount then owed, is also obliged to compensate all judicial and all extrajudicial costs. These costs are calculated by external experts. This does not affect any other legal and contractual rights of the Contractor.
4.8. If the Client withdraws from or postpones an agreed-upon assignment or provides required files incompletely or late, the Contractor is entitled to reimbursement of all costs incurred by the Contractor, including personnel costs up to the moment of termination or postponement of the assignment.
Article 5: Duration of the assignment
5.1. The agreement between the Client and the Contractor is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
5.2. If the parties have agreed on a deadline for the completion of certain work within the term of the agreement, this is never a strict deadline. If this period is exceeded, the Client may give the Contractor written notice of default.
Article 6: Execution of the assignment
6.1. The Client will fully and correctly inform the Contractor of all information relevant to the execution of the assignment before submitting the quote and thereafter. The Contractor is entitled to check the accuracy and completeness of the information and, in the event of inaccuracy or incompleteness, to suspend the work until the Client has fulfilled its obligation in the first sentence of this article.
6.2. The Contractor will make every effort to perform its services with care, in accordance with the written agreements and procedures established with the Client. All services provided by the Contractor are performed on the basis of a best-efforts obligation, unless the Contractor has promised a result and the relevant result is also described with sufficient specificity in the agreement.
6.3. The execution of an assignment commences on the agreed start date of the assignment, but not earlier than all information necessary for the execution is in the Contractor’s possession. If the Client does not provide the information required for the execution of the agreement on time or incorrectly, the start time of the work will consequently have to be postponed. The Contractor may suspend the assignment and the Client will bear the costs caused as a result (loss of scheduled capacity, infrastructure costs, etc.) The Contractor will try to limit these costs as much as possible.
6.4. The Client indemnifies the Contractor against any damage in any form whatsoever resulting from failure to comply with the provisions of the first paragraph of this article.
6.5. If and insofar as the Client requests this, the Contractor will return the relevant documents.
Article 7: Terms
7.1. The Contractor will make reasonable efforts to observe as much as possible the (delivery) periods and/or (delivery) dates stated by it or agreed between the parties, whether or not final. Interim (delivery) dates stated by the Contractor or agreed between the parties always apply as target dates, do not bind the Contractor and are always indicative in nature.
7.2. If there is a risk that any term will be exceeded, the parties will consult to discuss the consequences of the exceedance for further planning.
7.3. In all cases - even if the parties have agreed on a final (delivery) period or (delivery) date - the Contractor will only be in default due to time delay after the Client has given notice of default in writing, whereby the Client sets a reasonable period for the Contractor to remedy the shortcoming and this reasonable period has expired. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible so that the Contractor is given the opportunity to respond adequately.
7.4. The Contractor is not bound to a final (delivery) date or (delivery) period, whether or not final, if the parties make a change to the content or scope of the agreement (additional work, changes to specifications, etc.) or a change to the approach to the implementation of the agreement, or if the client does not fulfil its obligations arising from the agreement, does not do so on time or does not fully fulfil it. The fact that during the execution of the agreement (the demand for) additional work arises and/or the assignment is changed and/or adjusted, with the result that the execution of the assignment takes longer than initially budgeted, is never a reason for the Client to terminate or dissolve the agreement.
Article 8: Withdrawal of assignment
8.1. The Client is free to terminate the assignment for the Contractor at any time.
8.2. If the Client withdraws the assignment, the Client is obliged to pay the Contractor's wages and any expenses incurred. The Client is not permitted to offset and/or suspend these expenses against any costs and/or damage resulting from the (premature) termination of the assignment.
8.3. If products have been delivered by the Contractor and this has resulted in a loss of possession, the Contractor is entitled to request compensation for this, unless there are facts and circumstances underlying the termination that can be attributed to the Contractor.
8.4. As long as the assignment has not been completed satisfactorily and/or has not yet been paid in full, all rights remain with the Contractor.
Article 9: Privacy and data processing
9.1. If this is necessary for the execution of the agreement, the Client will inform the Contractor in writing about the manner in which the Client carries out its obligations under the legislation in the field of personal data protection.
9.2. The parties maintain that the Contractor is a 'processor' within the meaning of the General Data Protection Regulation with regard to the processing of personal data.
9.3. The responsibility for the data processed by the Client using a service provided by the Contractor lies entirely with the Client. The Client guarantees to the Contractor that the content, use and/or processing of the data is not unlawful and does not infringe any right of a third party. The Client indemnifies the Contractor against any legal claim from a third party, on whatever grounds, in connection with this data or the execution of the agreement.
Article 10: Security
10.1. If the Contractor is obliged under the agreement to provide a form of information security, that security will comply with the specifications regarding security agreed in writing between the parties. The Contractor does not provide the Client with any guarantees regarding security against cyber attacks. The Contractor does not guarantee that information security is effective under all circumstances. If an expressly described method of security is missing in the agreement, the security will meet a level that is not unreasonable, taking into account the state of the art, the sensitivity of the data and the costs associated with providing security.
10.2. The access or identification codes and certificates provided to the Client by or on behalf of the Contractor are confidential and will be treated as such by the Client and will only be made known to authorized staff members from the Client's own organization. The Contractor is entitled to change assigned access or identification codes and certificates.
10.3. The Client will adequately secure its systems and infrastructure and have anti-virus software running at all times. The costs of repairs or loss of data and/or data resulting from a direct attack, including DDoS attacks, on the Client's systems and infrastructure will be borne by the Client.
Article 11: Retention of title and suspension
11.1. All goods delivered to the Client remain the property of the Contractor until all amounts that the Client owes the Contractor under the agreement concluded between the parties have been paid in full to the Contractor.
11.2. Goods that are subject to retention of title may not be pledged, transferred as security or may not be given any rights to the goods in question to third parties, except to the extent that the normal business operations of the Client entail this.
11.3. The Contractor may retain the data, documents, software and/or data files received or realized in the context of the agreement, despite an existing obligation to issue or transfer, until the Client has paid all amounts owed to the Contractor.
Article 12: Intellectual property
12.1. If the Contractor is prepared to undertake to transfer an intellectual property right, such an undertaking can only be entered into after it has expressly been agreed upon in writing. If the parties agree in writing that an intellectual property right pertaining to programs, data files, images, video files or other materials specifically developed for the Client will be transferred to the Client, this will not affect the right or ability of the Contractor to participate in that development, to use and/or exploit underlying parts, general principles, ideas, designs, algorithms, documentation, works, protocols, standards and the like for other purposes without any restriction, either for themselves or for third parties. Nor does the transfer of an intellectual property right affect the Contractor's right to make developments for itself or a third party that are similar to or derived from developments that have been or are being made for the benefit of the Client.
12.2. All intellectual property rights to the software, websites, databases, equipment or other materials such as analyses, designs, documentation, reports, quotations, as well as preparatory material thereof, developed or made available to the Client under the agreement rest exclusively with the Contractor, its licensors or their suppliers. The Client obtains the rights of use that are expressly granted by these terms and conditions, the written agreement concluded between the parties and the law. A right of use accruing to the Client is not exclusive, non-transferable, non-pledgeable or non-sublicensable.
12.3. Even if the agreement does not expressly provide for this, the Contractor is always permitted to install technical provisions to protect data files, software made available, software to which the Client is given (direct or indirect) access, and the like, in connection with an agreed restriction in the content or duration of the right to use these objects. The Client will not have such technical provision(s) removed or circumvented.
12.4. The Contractor transfers the publication right upon delivery of the texts and exclusively for the agreed use. An additional agreement must be concluded regarding any other use.
12.5. In the case of works protected by copyright, attribution is mandatory, unless there are serious objections to this in the implementation. These objections must be brought to the attention of the Contractor when granting the assignment and accepted by it. The fact that name mentioning is unusual in a certain circumstance is not a major objection. The Contractor may demand that its name not be mentioned or that a pseudonym be used.
12.6. In the event of a major change to the delivered text that does not receive the approval of the author, the Contractor can prohibit the use of its text under the Dutch Copyright Act.
12.7. The provisions of Articles 12.4 to 12.6 also relate to texts that the Contractor obtains from third parties.
Article 13: Liability
13.1. The Contractor's liability due to an attributable shortcoming in the performance of the agreement or on any legal basis whatsoever, including any shortcoming in the fulfilment of an obligation to make efforts, is limited to compensation for direct damage only, up to a maximum of the amount that the Contractor's insurer pays out per event per year. Under no circumstances will the total liability of the Contractor, on whatever legal basis, exceed €50,000 (fifty thousand euros).
13.2. The total liability of the Contractor for damage due to death, physical injury or material damage to property will never exceed the total amount covered and paid out by the insurance company. If the insurance company does not make a payment, or Rebelieve Adventure is not insured, the liability is limited to the amount paid by the Client.
13.3. The Contractor's liability for indirect damage, consequential damage, lost profits, lost savings, reduced goodwill, damage due to business stagnation, damage as a result of claims from customers of the Client, damage related to the use of items, materials or software prescribed by the Client to the Contractor from third parties and damage related to the use of suppliers prescribed by the Client to the Contractor are excluded. The liability of the Contractor in connection with mutilation, destruction or loss of data or documents is also excluded.
13.4. The Contractor cannot be held liable for the temporary unavailability of the web server and/or website and/or other ICT solutions of the Client, in particular when this is due to a fact that the Contractor could not reasonably have prevented, or to actions from a third party, including in particular, but not limited to, cyber attacks. The Contractor is never liable for costs resulting from the temporary inaccessibility of the Client's website.
13.5. The exclusions and limitations of the Contractor's liability described in Article 13 under paragraphs 1 to 4 do not affect the other exclusions and limitations of the Contractor's liability described in these terms and conditions.
13.6. The exclusions and limitations referred to in paragraphs 1 to 4 of this article will lapse if and insofar as the damage is the result of intent or deliberate recklessness on the part of the Contractor's management.
13.7. Unless compliance by the Contractor is permanently impossible, the Contractor's liability due to an attributable shortcoming in the performance of an agreement only arises if the Client immediately gives the Contractor notice of default in writing, whereby the Contractor is offered a reasonable period to remedy the shortcoming, and the Contractor also after continues to fail imputably in the fulfilment of its obligations within that period. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible, so that the Contractor is enabled to respond adequately.
13.8. A condition for the existence of any right to compensation is that the Client reports the damage to the Contractor in writing as soon as possible after it has occurred. Any claim for compensation against the Contractor will lapse after twenty-four months after the claim arose, unless the Client has filed a legal action for compensation for the damage before the expiry of that period.
13.9. All limitations and exclusions of liability stated in these terms and conditions also apply to all (legal) persons that the Contractor uses in the performance of the agreement.
13.10. Any right to compensation by the Contractor will in any case lapse 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.
Article 14: Force Majeure
14.1. Shortcomings of the Contractor in the performance of the agreement as a result of war, mobilization, civil unrest, flooding, closed shipping, other transport obstructions, stagnation, limitation or cessation of supply by public utilities, lack of gas, petroleum products or other means of energy generation, fire, machine breakdown and other accidents, strikes, lockouts, trade union actions, export restrictions, other government measures, non-delivery of necessary materials and semi-finished products by third parties, intent or gross negligence of auxiliary persons and other similar circumstances are not covered. regarded as attributable to the Contractor and do not entitle the Client to terminate the agreement or to compensation for damages.
14.2. If the execution of the assignment proves impossible due to force majeure, extraordinary or unforeseen circumstances, the Contractor will make every effort to make the execution of the assignment possible. An attempt is made to ensure that the implementation is as close as possible to the original implementation. This does not apply if execution of the assignment has become permanently impossible due to force majeure, extraordinary or unforeseen circumstances.
Article 15: Obligations of the client
15.1. The Client and Participants who participate on behalf of the Client in activities of the assignment undertake to take out adequate insurance and to remain insured against, among other things, (personal) damage as well as theft.
15.2. The Client must ensure that the Participants comply with the conditions, conduct and house rules applied by the Contractor.
15.3. The Client will make the policy for these insurances available for inspection upon first request.
15.4. The Client must ensure that the Contractor has received the correct and complete information that the Contractor has requested from the Client and that is necessary for the assignment.
15.5. The Client is bound to follow and adhere to the provisions of the agreement, as well as these terms and conditions.
15.6. When there is a time schedule for a programme and/or parts of a programme, the tasks/activities must be completed within this time schedule.
15.7. During the training/coaching, the Client must adopt a cooperative and positive attitude.
15.8. As a content expert, the Client has the obligation to check the texts and services provided for inaccuracies and accepts the liability arising from this. He indemnifies the Contractor against any liability under current or future legislation.
15.9. The Client indemnifies the Contractor against claims from third parties with regard to intellectual property rights to materials or data provided by the Client, which are used in the execution of the agreement.
15.10. The Client indemnifies the Contractor against any liability of third parties who suffer damage in connection with the execution of the agreement and which are attributable to the Client.
Article 16: Contractor's rights
16.1. To change the content of a programme, service or product for qualitative improvement.
16.2. For groups, determine the group size with regard to, among other things, the training and coaching sessions in a programme.
16.3. To change the planning of parts of a programme, service or product with regard to place, time or other circumstances.
16.4. In the event of insufficient registrations or for other motivating reasons, to completely cancel a programme or other service before its start. The Client will be notified of this as soon as possible, without the Contractor being obliged to provide a reason, after which the Client's payment obligations will lapse and/or payments already made will be refunded.
16.5. To (temporarily) refuse certain participant(s)/customer(s) to participate for any reason whatsoever. The participant(s)/customer(s) in question will receive a message of this, without the Contractor being obliged to disclose its reasons for this,
after which the Client's payment obligation expires and payments already made (in proportion to services not yet received) will be refunded.
16.6. A combined offer does not oblige the Contractor to carry out part of the assignment for a corresponding part of the stated price. Quotations/agreements do not automatically apply to future orders.
Article 17: Client liability
17.1. If an assignment is provided by more than one person, each of them is jointly and severally liable for the amounts owed to the Contractor under that assignment.
17.2. If an assignment is provided indirectly or immediately by a natural person on behalf of a legal entity, this natural person can also be the Client in private. This requires that this natural person can be regarded as the (co-)policymaker of the legal entity. In the event of non-payment by the legal entity, the natural person is therefore personally liable for the payment of the invoice, regardless of whether it is made out, whether or not at the request of the Client, in the name of a legal entity or in the name of the Client as a natural person or both of them.
Article 18: Indemnity
The Contractor indemnifies the Client against all claims and other claims from third parties and the resulting damage as a result of a failure by the other party to comply with this agreement or any other act or omission of the Contractor. This indemnification applies without prejudice to what is stated in article (complete) regarding liability.
Article 19: Duty to complaint
19.1. The Client is obliged to report complaints about the work performed to the Contractor immediately, or at most within 14 days. The complaint contains a description that is as detailed as possible of the shortcoming, so that the Contractor is able to respond adequately.
19.2. If the Client has not reported any complaints within the aforementioned period, the delivery is deemed to have been carried out correctly. In that case, complaints of any nature whatsoever have no value and no legal consequences and they will no longer be processed by the Contractor.
19.3. Under no circumstance can a complaint lead to the Contractor being obliged to perform work other than that agreed.
Article 20: Confidentiality
20.1. Each of the parties keeps the information that it receives (in whatever form) from the other party and all other information regarding the other party that it knows or can reasonably suspect to be secret or confidential, or information whose dissemination it can expect could cause harm to the other party, secret, and takes all necessary measures to ensure that its personnel also keep the said information confidential.
20.2. The confidentiality obligation referred to in the first paragraph of this article does not apply to information:
- Which was already public at the time the recipient received this information or has subsequently become public without a violation by the receiving party of an obligation of confidentiality to which it is subject;
- Where the receiving party can prove that this information was already in its possession at the time of provision by the other party;
- That the receiving party has received from a third party whereby this third party was entitled to provide this information to the receiving party;
- Which is made public by the receiving party on the basis of a legal obligation.
20.3. The confidentiality obligation described in this article applies for the duration of this agreement and for a period of three years after its termination.
Article 21: Penalty for confidentiality
21.1. If the Client violates the article of these general terms and conditions regarding confidentiality, the Client will forfeit to the Contractor an immediately payable fine of €5,000.00 for each violation and an additional amount of €500.00 for each day that the violation continues. This is regardless of whether the violation can be attributed to the Client. Furthermore, no prior notice of default or legal procedure is required to forfeit this fine. There also does not have to be any form of damage.
21.2. Forfeiting the fine referred to in the first paragraph of this article does not affect the other rights of the Contractor, including its right to claim damages in addition to the fine.
Article 22: Other provisions
22.1. Dutch law applies to every agreement concluded with the Contractor.
22.2. Disputes between parties will, to the exclusion of any other instance, be submitted to the competent court at the Gelderland District Court, except in cases where the law precludes this.
22.3. If any provision of these Terms and Conditions is wholly or partly void and/or unenforceable, the other provisions will remain in full force and effect. The parties will consult with each other about the void and/or unenforceable provision and adjust this provision so that it is possible to rely on it, while maintaining the parties' intention with regard to the original provision or the original part as much as possible.
22.4. Provisions in the agreement and/or in these conditions that expressly or by their nature should remain in force after expiration or termination of the agreement and/or assignment, will remain in force after expiration or termination.
22.5. The Client will never sell, transfer or pledge the rights and obligations it has under the agreement to a third party.
22.6. Provisions in the agreement and/or in these conditions that expressly or by their nature should remain in force after expiration or termination of the agreement and/or assignment, will remain in force after expiration or termination.