General terms and conditions

General terms and conditions of Behavioural Science for Business B.V. We advise you to read these Terms and Conditions carefully so that you are aware of your rights and obligations under the Agreement between you and us. You are referred to in these terms and conditions as the client. For the sake of convenience, we have chosen the masculine form, but where "he" is mentioned, "she" is also used. Article 1. Definitions In these General Terms and Conditions, the following capitalized terms always have the following meanings: Behavioural Science for Business B.V. The private company Behavioural Science for Business B.V., with registered office and place of business in (2132 JX) Hoofddorp at Polarisavenue 136; General terms and conditions These General Terms and Conditions of Behavioural Science for Business B.V; Service The service which is performed by Behavioural Science for Business B.V; Intellectual Property Rights All intellectual property rights such as copyrights, trademark rights, patent rights, trade name rights, database rights and related rights, as well as rights relating to know-how and domain names; Client You, the principal and other party of Behavioural Science for Business B.V. to the Agreement; Agreement The agreement of assignment between Behavioural Science for Business B.V. and the customer in which the specifications of the Services are included; Party/parties Behavioural Science for Business B.V. and/or the customer. Article 2. Applicability The General Terms and Conditions apply to every agreement between Behavioural Science for Business B.V. and the customer. Any general terms and conditions of the client are hereby expressly rejected. Deviations from and additions to the Agreement are only valid if they are agreed upon in writing by both parties. When Provider hires other parties to deliver the Services, these General Conditions are also applicable on the execution of the Services by this other party. Behavioural Science for Business B.V. is entitled to change these General Conditions. Substantive changes will take effect one (1) month after announcement. Changes in the General Conditions do not affect an existing Agreement. Article 3. Realisation of an agreement Quotations and offers from Behavioural Science for Business B.V. are without obligation, unless the quotation states a period of validity. If no period for acceptance is included, the offer will always expire after 14 days. If the Customer places an order with Behavioural Science for Business B.V. without a prior offer, Behavioural Science for Business B.V. is only bound to this order after it has confirmed this to the Customer in writing. A quotation for the delivery of multiple services does not oblige Behavioural Science for Business B.V. to deliver part of the services in this quotation at a corresponding part of the price. Offers, quotations and rates do not apply automatically to repeat orders and/or new orders. A quotation is an estimate, specified to a greater or lesser extent, of the costs associated with the work. Prices are exclusive of VAT and other government levies. The rates and offers quoted do not apply automatically to future assignments. If the client fails to confirm the order in writing, but nevertheless agrees that Behavioural Science for Business b.v. should commence with the execution of the order, the contents of the quotation will be considered agreed upon. Verbal agreements from Behavioural Science for Business b.v. are only binding if confirmed in writing by Behavioural Science for Business. Behavioural Science for Business b.v. has the right to charge a monthly fee for work done and costs incurred in the execution of the order. Article 4. The Service Behavioural Science for Business B.V. performs its Services always according to a best effort obligation and does not give any guarantees regarding the results of its services, unless Parties explicitly agree otherwise in writing. Behavioural Science for Business B.V. will perform the Agreement to the best of its knowledge and ability, and in accordance with the requirements set by a professional. If and to the extent required for a proper execution of the Agreement, Behavioural Science for Business B.V. has the right to have certain activities carried out by third parties, at the discretion of Behavioural Science for Business B.V.. The applicability of articles 7:404, 7:407 and 7:409 of the Dutch Civil Code is explicitly excluded. Only when this is explicitly stipulated in writing in the Agreement, will an agreed period be considered to be a strict deadline. In all other cases, an agreed term is indicative. Behavioural Science for Business B.V. is entitled to execute the work in parts or phases, whereby each part or phase can be invoiced separately. Complaints should be made in writing to Behavioural Science for Business B.V. as soon as possible but within 10 working days after completion of the assignment. If no complaints are received, the client is considered to have fully accepted the order. If Behavioural Science for Business b.v. provides an estimate for third party costs at the request of the client, this estimate will only be indicative. If required Behavioural Science for Business b.v. can request quotations on behalf of the client. Article 5. Obligations of the client The client obliges itself to provide Behavioural Science for Business B.V. with all necessary information and cooperation which Behavioural Science for Business B.V. needs to perform the Services. Behavioural Science for Business B.V. may suspend the activities as long as the customer does not comply with the obligation in this clause. Behavioural Science for Business B.V. will never be liable for any damage and/or delay caused by not, not timely, or not sufficiently fulfilling the information and co-operation obligations as mentioned in this article. Article 6. Termination of the Agreement The duration of the Agreement is determined in the Agreement itself. Behavioural Science for Business B.V. is allowed to terminate an Agreement at any time in writing, taking into account a notice period of one month. Behavioural Science for Business B.V. is not obliged to pay any form of damages and/or financial compensation as a result of an (early) termination. The Client may terminate the Agreement prematurely, with a notice period of at least 2 months. Each of the Parties has the right to terminate the Agreement in whole or in part with immediate effect if the other Party goes bankrupt or is granted a suspension of payments, or if the other Party's company is wound up or liquidated. If the Agreement is dissolved at any time and Services have already been rendered at that time, the Services already rendered and the related payment obligation of the Customer will not be subject to any undoing obligation, unless the Customer can prove that Behavioural Science for Business B.V. is in default with regard to specifically those Services. Amounts invoiced by Behavioural Science for Business B.V. prior to the dissolution in connection with services already duly provided or to be provided by it in the context of execution of the Agreement will remain fully due and payable immediately at the time of dissolution. The customer is liable to third parties for the consequences of the cancellation and will indemnify Behavioural Science for Business B.V. for claims from these third parties arising from the cancellation. At an interim cancellation by the customer, a minimum of 30% of the remaining part of the offer will be due to Behavioural Science for Business B.V. The client will also be obliged to pay all costs incurred outside of the quotation (e.g. travel and office expenses). Article 7. Fee and Payment All amounts mentioned in an offer, quotation or Agreement are in Euros and are stated exclusive of VAT and any other government levies, unless otherwise stated. Client must pay the invoice in full within a period of fourteen days from the invoice date. This payment term is a strict deadline and Customer is therefore in default without further notice of default being required if payment is not made on time. If the Customer is of the opinion that the amount of the invoice is incorrect, or that there is any other imperfection in the invoice, it should immediately inform Behavioural Science for Business B.V. of this, submitting convincing evidence of its position. Contestation of (a part of) an invoice does not suspend the payment obligation of the customer with regard to (the undisputed part of) an invoice. Behavioural Science for Business B.V. is entitled to increase its fees annually in accordance with the Consumer Price Index, as published by Statistics Netherlands, without this entitling the customer to cancel or otherwise terminate the agreement. Article 8. Intellectual Property Rights All Intellectual Property Rights which rest on documents or materials which the Customer hands over to Behavioural Science for Business B.V. in the context of the execution of the Agreement, remain at all times with the Customer. The customer provides Behavioural Science for Business B.V. with a worldwide, non-exclusive and sublicensable license to use the supplied materials for the execution of the Agreement. The Intellectual Property Rights which are held by Behavioural Science for Business B.V. at the start of the Agreement, remain with Behavioural Science for Business B.V.. If and insofar as during the execution of the Agreement Intellectual Property Rights arise on the result of the Services, these Intellectual Property Rights will remain with Behavioural Science for Business B.V.. Under the condition that the Customer has fulfilled all its (payment) obligations under the Agreement, the Customer will receive a limited, non-transferable, non-exclusive license to use the Intellectual Property Rights on the result of the Services. Article 9. Liability Behavioural science for Business is not liable for: a. errors or shortcomings in the material provided by the client. b. misunderstandings, errors or shortcomings in respect of the execution of the agreement if they have their origin in actions of the client, such as late delivery or non-delivery of complete, sound and clear data/materials. c. errors or shortcomings by third parties engaged by or on behalf of the client d. deficiencies in offers made by suppliers, or failure to comply with their price quotations. 2. Behavioural Science for Business B.V. is only liable for direct damage attributable to it. Direct damage is understood to mean only a. reasonable costs to determine the cause and extent of the damage, insofar as the determination concerns damage within the meaning of these terms and conditions; b. any reasonable costs necessary to make a possible deficient performance of Behavioural Science for Business B.V. comply with the agreement; c. reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to limitation of the direct damage as referred to in these general terms and conditions. 5. Behavioural Science for Business B.V. is not liable for indirect or consequential damages, such as loss of profit, loss of turnover, loss of expected savings and other similar financial losses, mutilated or lost data or materials, or damage due to business interruption, as well as loss of goodwill or good name or reputation. 6. If Behavioural Science for Business B.V. is liable, this liability will be limited to a maximum of the fee already paid by the client under the agreement, minus the costs incurred by Behavioural Science for Business B.V. in engaging third parties, on the understanding that this amount will not exceed €20,000 and in any case always limited to the amount paid by the insurer to Behavioural Science for Business B.V. in the occurring event. Any liability will expire one year from the time the assignment is completed. Article 10. Varia The client is not entitled to transfer its rights and/or obligations, arising from the Agreement to a third party without permission of Behavioural Science for Business bv, unless parties have agreed otherwise in writing. If any provision of this Agreement is or becomes invalid or not binding, Parties will remain bound to the remaining provisions. The Parties will then replace the invalid provisions by another provision that is valid and that approaches the intention of the Parties as closely as possible. The Agreement is governed by Dutch law. All disputes arising from the Agreement, should in the first instance be submitted to the competent court in the district where Behavioural Science for Business B.V. is located