General Terms and Conditions

Dated: 7 June 2017
General Terms and Conditions of IN TOUCH WOMEN RESOURCE MANAGEMENT B.V. (hereinafter referred to as “IN TOUCH”), based in Limmen, and all companies affiliated with IN TOUCH (jointly referred to as “IN TOUCH”), filed on 7 June 2017 with the Dutch Chamber of Commerce.

1. Applicability

  1. These terms and conditions apply to all agreements made by IN TOUCH and/or its affiliated companies, involving the supply of goods and/or services of any kind to the client, as well as to offers and confirmations issued by IN TOUCH.

  2. Deviations are only binding if confirmed in writing by IN TOUCH.

  3. Any general terms used by the client are expressly rejected.

  4. If any clause is invalid or unenforceable, the remainder of the terms stay in force. Invalid provisions will be replaced in consultation with the client with clauses that reflect the original intent as closely as possible.

2. Agreement Formation

  1. The client must timely provide all necessary documents, information, and cooperation for offers and execution.

  2. All offers are non-binding unless stated otherwise in writing.

  3. By accepting an offer, the client is deemed aware of and to have accepted IN TOUCH’s pricing.

  4. IN TOUCH is only bound once an assignment is confirmed in writing or via email. The confirmation is binding unless objected to within 8 days.

  5. Any changes or expansions by the client will be confirmed in writing and charged accordingly.

3. Execution

  1. IN TOUCH commits to executing the assignment with best effort and professionalism.

  2. Services are performed during the client’s business days.

  3. The client provides necessary facilities free of charge.

  4. IN TOUCH may engage third parties unless explicitly agreed otherwise. The client may not, unless authorized.

4. Prices

  1. All prices exclude VAT, government levies, travel, and accommodation unless otherwise specified.

  2. IN TOUCH may adjust prices if cost factors increase post-agreement.

5. Payment

  1. Payment is due within 14 days from the invoice date unless agreed otherwise, without deduction, suspension, or set-off.

  2. Late payment incurs 1.5% interest per month or part thereof without notice.

  3. Reminders do not negate the right to claim interest.

  4. Payment is considered made once it’s received in IN TOUCH’s bank or in cash with a receipt.

6. Liability

  1. The client is liable for damages caused to IN TOUCH through non-compliance or unsafe situations.

  2. Also liable for damage caused by employees or third parties used by the client.

  3. IN TOUCH may suspend or dissolve contracts if the client defaults, becomes insolvent, files for bankruptcy, or undergoes liquidation, without compensation to the client.

  4. In default, the client must pay collection costs (minimum 15% of the total with a EUR150 minimum, ex. VAT).

  5. IN TOUCH is not liable for third-party actions requested by the client.

  6. IN TOUCH is only liable for direct damage caused by gross negligence or intent, with a maximum liability of 50% of the assignment fee or the amount covered by insurance.

7. Intellectual Property

  1. All intellectual property rights for models, tools, software, documentation, and preparatory materials rest with IN TOUCH.

  2. A non-exclusive right to use is granted to the client. No transfer or sublicensing is allowed without written consent.

  3. The client guarantees that supplied materials do not infringe third-party IP and will provide proof if required.

  4. IN TOUCH may act to mitigate IP claims or suspicions of infringement.

  5. The client indemnifies IN TOUCH from any third-party IP claims and associated costs.

  6. The client must notify IN TOUCH of any third-party claims related to IP immediately.

8. Cancellation

  1. IN TOUCH may cancel the agreement in writing due to unreasonable execution circumstances or major changes to the assignment by the client, with no liability for damages.

  2. Cancellation by the client requires written approval from IN TOUCH (in the offer or confirmation). A cooling-off period of at least 14 days applies upon registration for training or workshops.

  3. Refunds will be processed within 10 working days.

9. Force Majeure

  1. IN TOUCH may suspend or dissolve the contract without liability in cases of force majeure.

  2. Force majeure includes war, riots, natural disasters, strikes, government restrictions, machine failures, or supplier defaults.

10. Indemnification
The client indemnifies IN TOUCH against third-party claims resulting from client negligence or unsafe situations, including claims from the client’s employees.

11. Client Default

  1. Failure to meet any obligation entitles IN TOUCH to suspend or terminate the contract, with all claims becoming immediately due.

  2. The client must compensate IN TOUCH for any damage caused by early termination.

12. Confidentiality

  1. Both parties must maintain confidentiality before, during, and after the agreement regarding all sensitive information and take precautions.

  2. Breach of confidentiality by the client results in a EUR5,000 penalty per day of violation.

13. Evidence
IN TOUCH’s records are decisive in disputes unless proven otherwise.

14. Disputes

  1. Dutch law applies to all agreements.

  2. Disputes will be settled by the competent Dutch court.