Terms and Conditions
Definitions
In these general terms and conditions, words written with an initial capital letter have the following meaning:
- Participant:
- the employee of the Client who participates in a Training or for whom the Service is performed;
- Service:
- the agreed service that Unravelledconsultancy performs for the Client under the Agreement;
- Location:
- the external location where Unravelledconsultancy provides the Training;
- Materials:
- all advice, texts, training materials, and any other work within the meaning of the Copyright Act that Unravelledconsultancy has produced, made available to the Client, and/or used during the Training under the Agreement;
- Client:
- the company that has entered into or wishes to enter into an Agreement with Unravelledconsultancy;
- Agreement:
- the agreement between the Parties;
- Parties:
- Unravelledconsultancy and the Client;
- In writing:
- in writing or by email;
- Training:
- the training, workshop, meeting, or related service provided by Unravelledconsultancy at the Location;
- Unravelledconsultancy:
- the user of these general terms and conditions: Unravelledconsultancy B.V., established at Loosdrechtseweg 54 in Hilversum and registered with the Chamber of Commerce under KvK number 42053474.
General
These general terms and conditions apply to every offer and quotation from Unravelledconsultancy, to all Agreements, and to all other legal acts between the Parties.
Arrangements that deviate from these general terms and conditions must be agreed upon in Writing.
Any (purchase) conditions of the Client are rejected, unless Unravelledconsultancy has expressly agreed in Writing to the applicability of the Client's (purchase) conditions.
If Unravelledconsultancy has expressly agreed to the applicability of the Client's (purchase) conditions, then the Client's (purchase) conditions apply alongside these general terms and conditions. If, in such a case, a provision in the Client's (purchase) conditions conflicts with or deviates from a provision in these general terms and conditions, the provision in these general terms and conditions shall prevail.
If one or more of the provisions in these general terms and conditions are void or are annulled, the remaining provisions of these general terms and conditions shall remain fully in effect. The void or annulled provisions shall be replaced by Unravelledconsultancy, taking into account as much as possible the purpose and intent of the original provision(s).
If, after the Agreement in which the Client was informed of the applicability of these general terms and conditions, another Agreement is concluded, this constitutes an ongoing commercial relationship between the Parties. This means that the Client is deemed to be aware of the content of these general terms and conditions for subsequent Agreements. The Client agrees that these general terms and conditions also apply to future Agreements.
If Unravelledconsultancy does not always insist on strict compliance with these general terms and conditions, this does not imply that these general terms and conditions are not applicable or that Unravelledconsultancy loses the right to demand strict compliance with these general terms and conditions in future, whether similar or not, cases.
Unravelledconsultancy has the right to amend these general terms and conditions. The general terms and conditions that were valid at the time the Agreement was concluded shall apply.
Offers and Quotations
Quotations from Unravelledconsultancy are based on the information provided by the Client.
The Client guarantees that, to the best of their knowledge, they have provided all information essential for preparing the quotation.
The quotation from Unravelledconsultancy is non-binding and valid for two months from the date of issue.
Unless stated otherwise, the rates included in the quotation are exclusive of VAT and other government-imposed levies.
Disclosed rates do not automatically apply to future assignments.
Unravelledconsultancy cannot be held to a quotation if the Client could reasonably understand that it contains an obvious error or typographical mistake.
A time investment stated in a budget/quotation is merely an indication and no rights can be derived from it.
Formation of the Agreement
The Agreement is concluded at the moment the Client has expressly agreed in Writing to the proposal or quotation of Unravelledconsultancy.
Execution of the Agreement
The Agreement is executed to the best of insight, expertise, and ability and in accordance with the requirements of good workmanship.
The Services are performed in the capacity of an independent contractor.
Unravelledconsultancy has the right, without notifying the Client, to engage one or more third parties in the execution of the Agreement.
The results of the execution of the Agreement depend on many factors beyond the sphere of influence of Unravelledconsultancy. Therefore, Unravelledconsultancy cannot give guarantees regarding the results of the performance of the Services. Unravelledconsultancy is solely bound to an obligation of best efforts and not to an obligation of result. The remuneration of Unravelledconsultancy is not dependent on the result.
Responsibilities of the Client
The Client is obliged to provide Unravelledconsultancy with the information required for the execution of the Agreement in a timely and adequate manner. This expressly also includes responding to planning proposals and offered option dates.
The Client must ensure the timely reservation of the Location for the Training, unless the Parties have expressly agreed otherwise in Writing.
The Client is responsible for decisions and actions arising from the Services.
The Client guarantees the accuracy and completeness of the data provided by them.
If the data provided by or on behalf of the Client are incomplete and/or incorrect, this is entirely at the Client's own risk.
The Client is at all times responsible for compliance with their obligations arising from laws and regulations.
In the event that 2 or more Clients have jointly commissioned Unravelledconsultancy, those Clients are jointly and severally liable for fulfilling the obligations arising from the Agreement and in particular the payment of the amounts owed to Unravelledconsultancy in connection with the execution of the Agreement.
If the Client fails to fulfill, does not fulfill in a timely manner, or does not fully fulfill their obligations towards Unravelledconsultancy arising from the Agreement, these general terms and conditions, or laws or regulations, or if the Client acts unlawfully towards Unravelledconsultancy, the Client is liable for all damage suffered by Unravelledconsultancy as a result, including loss of revenue and working time.
Amendments, Cancellation, and Suspension
If a change to an Agreement requested by the Client leads to additional time investment by Unravelledconsultancy, Unravelledconsultancy is entitled to charge for these extra activities, after consultation with the Client, at the previously agreed rate.
In the event of cancellation of reserved activities (including a Training) between four and two weeks before the start, 50% of the agreed fee will be charged. In the event of cancellation within two weeks before the start, 100% of the agreed fee will be charged.
Obligations that Unravelledconsultancy has entered into with third parties, or costs otherwise incurred for the benefit of a modified or cancelled assignment, shall be fully borne by the Client.
Cancellation or modification of the Agreement must be made in writing.
If the Client temporarily suspends the execution of the Agreement, Unravelledconsultancy is entitled to charge for work already performed and reserved capacity.
If Unravelledconsultancy is unexpectedly unable to provide a Training, for example due to illness of the natural person providing the Training on behalf of Unravelledconsultancy and Unravelledconsultancy has not found a replacement in time, Unravelledconsultancy will inform the Client thereof as soon as possible and the Training will be rescheduled to another date in consultation with the Client. Unravelledconsultancy is not liable for any damages the Client may suffer as a result of such rescheduling.
Costs and Price Changes
For a travel distance of more than 75 kilometers from Hilversum one way, Unravelledconsultancy is entitled to charge reasonable travel and accommodation expenses, including a hotel stay if necessary. If such travel and/or accommodation expenses are charged, the Client will be informed thereof in advance.
If Unravelledconsultancy flies to and from the Location, travel time will be charged to the Client. This is clearly stated in the quotation.
Unravelledconsultancy has the right to adjust its rates from time to time. The adjusted rate applies to Agreements concluded after the adjusted rate takes effect.
Invoicing and Payment
Invoicing takes place monthly in arrears for the Services performed in the preceding month.
Invoices are sent to the Client by email.
Payment must be made within fourteen days of the invoice date, without any discount or set-off.
If the Client does not pay within the payment term, the Client is in default by operation of law. If the Client is in default, the Client owes Unravelledconsultancy the statutory interest for commercial transactions. Interest on the payable amount will be calculated from the moment the Client is in default until the moment the full amount due is paid.
All costs of collection, both judicial and extrajudicial, shall be borne by the Client. The compensation for extrajudicial collection costs is set at a minimum of 15% of the principal sum due, with a minimum of €125.
Each payment by the Client shall first be applied to the payment of the interest due and then to the payment of the costs of collection. Only after these amounts have been paid shall any payment by the Client be applied to the payment of the outstanding principal sum.
Any objection regarding the invoice must be submitted in writing and substantiated to Unravelledconsultancy within eight days after the invoice date, failing which all rights shall lapse. Such an objection does not suspend the Client's payment obligation.
In the event of liquidation of the Client's company, or an application for bankruptcy of the Client, or if the Client has applied for a suspension of payments, or if a seizure is placed on the Client's assets, all amounts due shall be invoiced immediately and these claims of Unravelledconsultancy against the Client shall become immediately due and payable.
Complaints
A complaint regarding the Service must be reported in writing and with reasons to Unravelledconsultancy within fourteen days after the performance of the work to which the complaint relates, failing which all rights shall lapse.
A complaint will be handled by Unravelledconsultancy as soon as possible.
After submitting the complaint, the Client must give Unravelledconsultancy the opportunity to investigate the validity of the complaint and, if necessary, the opportunity to still perform the agreed-upon work.
The liability of Unravelledconsultancy is at all times limited to what is stated in Article 12.
Complaints do not suspend the Client's payment obligation.
Suspension and Dissolution
Unravelledconsultancy is entitled to suspend the execution of the Agreement with immediate effect, without being liable for compensation, if:
- a.a dangerous situation occurs or threatens to occur at the Location;
- b.after the conclusion of the Agreement, circumstances have come to the attention of Unravelledconsultancy that give reasonable grounds to fear that the Client will not fulfill its obligations;
- c.the Client fails to fulfill its (payment) obligations towards Unravelledconsultancy, or fails to do so in a timely manner.
If Unravelledconsultancy suspends the execution of the Agreement, Unravelledconsultancy shall inform the Client thereof in writing.
Unravelledconsultancy is entitled to dissolve the Agreement by means of a written statement, without judicial intervention and without being liable for compensation:
- a.if the Client has failed to fulfill one or more of its obligations towards Unravelledconsultancy and has not remedied the shortcoming after a written request. If fulfillment is permanently impossible, a request for fulfillment may be omitted;
- b.in the event of liquidation of the Client's business, (application for) suspension of payments or bankruptcy of the Client, seizure on behalf of the Client, debt restructuring, or any other circumstance whereby the Client can no longer freely dispose of its assets.
If the Agreement is dissolved or the execution of the Agreement is suspended, all Services already performed shall be charged to the Client and these claims shall be immediately due and payable.
Unravelledconsultancy always retains the right to claim damages, such as lost revenue.
Liability and Statute of Limitations
Unravelledconsultancy cannot be held liable for any damage that is a direct or indirect result of:
- a.an event that is effectively beyond its control and thus cannot be attributed to its actions and/or omissions, such as described in Article 13;
- b.any act or omission of the Client, its subordinates, other persons employed by or on behalf of the Client, or the Participant.
The Client is under all circumstances responsible for the accuracy and completeness of the data provided by them. Unravelledconsultancy is never liable for any damage that is (partly) caused by the Client's provided data being incorrect and/or incomplete. The Client indemnifies Unravelledconsultancy against all claims in this regard.
Participation in a Training is always entirely at one's own risk. Unravelledconsultancy is not liable for physical or mental injury arising during or after participation in the Training or during the stay at the Location. Unravelledconsultancy is not liable for damage, loss, theft, or misplacement of the Participant's property at the Location.
Unravelledconsultancy is not liable for errors made by third parties engaged to perform the Agreement. The applicability of Article 6:76 of the Dutch Civil Code is expressly excluded.
Unravelledconsultancy is not liable for damages caused by cybercrime.
Advice is provided by Unravelledconsultancy to the best of its knowledge and in good faith, but Unravelledconsultancy accepts no liability whatsoever for damages, whether direct or indirect, arising from the content of the advice given. The Client/Participant is solely responsible for the decisions they make, whether or not based on the Service. If the Client suffers damages and/or incurs additional costs as a result of a decision made by the Client/Participant, whether or not based on the Service, this is entirely at the Client's own risk and such damages and/or additional costs cannot be recovered from Unravelledconsultancy.
Unravelledconsultancy is not liable for indirect damages, including but not limited to consequential damages, loss of profit, missed savings, loss of revenue, reputational damage, business interruption, imposed fines, labor costs, delay damages, loss of goodwill, failure to achieve results, failure to meet goals, and business disruption.
If Unravelledconsultancy is held liable for any damages, it shall only be liable for direct damages and its liability shall be limited to the amount paid by the Client for the Service to which the liability relates. If the liability relates to an Agreement with a term of 3 months or longer, the liability is limited to the amount paid for the Service to which the liability relates in the past 3 months.
Liability of Unravelledconsultancy arises only if the Client puts Unravelledconsultancy in default in writing within the period referred to in Article 10.1, granting a reasonable period to remedy the breach, and Unravelledconsultancy continues to fail in the performance of its obligations attributable to it even after that period.
Any claim for damages shall lapse 6 months after the performance of the Service to which the claim relates and in any case 6 months after the termination of the Agreement.
Force Majeure
Unravelledconsultancy is not obliged to fulfill any obligation if it is prevented from doing so due to force majeure. Force majeure includes in any case: internet outage, cybercrime, power outage, software failure, failure of a website or other online service of an engaged third party, failures in IT systems, epidemics, pandemics, email failure, extreme or severe weather conditions, traffic disruption, natural disasters, strikes, war, threat of war, terrorism, boycott, theft, fire, delay by an airline or other transport company, customs delay, car breakdown, illness or personal (family) circumstances of the natural person performing or required to perform the Agreement on behalf of Unravelledconsultancy, government measures, changes in laws and regulations.
In the event of force majeure, Unravelledconsultancy will immediately inform the Client thereof.
If the performance of the Agreement is suspended or the Agreement is (partially) dissolved due to force majeure, all Services already performed will be charged to the Client.
Indemnification
The Client indemnifies Unravelledconsultancy:
- a.for claims that third parties bring against Unravelledconsultancy regarding damages for which Unravelledconsultancy is not liable under these general terms and conditions;
- b.for all damages that Unravelledconsultancy incurs as a result of claims by a third party, including a Participant, arising from or related to the performance of the Agreement by Unravelledconsultancy.
The Client is obliged to compensate Unravelledconsultancy upon first request for all costs and damages that may arise for Unravelledconsultancy as a direct or indirect result of a claim brought against it by a third party as referred to in this paragraph, such as the compensation paid by Unravelledconsultancy to a third party, the costs of legal assistance, and the costs of legal proceedings.
Confidentiality and Intellectual Property Rights
Unravelledconsultancy and any third parties it engages will treat all confidential information of the Client confidentially and will never provide reports to third parties for inspection.
The Client obtains a non-exclusive right to use the Materials for internal use within the organization.
All intellectual property rights in the Materials remain fully vested in Unravelledconsultancy.
The Client shall under no circumstances make the Materials available to third parties, make them accessible to third parties, distribute them, publish them (online), sublicense them, or exploit them.
The Client must at all times respect the intellectual property rights of Unravelledconsultancy.
If the Client acts in violation of the intellectual property rights of Unravelledconsultancy, the Client shall be liable for all damages suffered by Unravelledconsultancy as a result, including loss of revenue.
The obligations under this article shall remain in full force and effect even after termination of the Agreement.
Personal Data
Unravelledconsultancy processes personal data as a data controller in accordance with the General Data Protection Regulation (GDPR). For more information about the processing of personal data by Unravelledconsultancy, the Client may consult the privacy statement of Unravelledconsultancy, see [link to privacy statement on the website].
If Unravelledconsultancy processes personal data on behalf of the Client, the Parties shall record the agreements regarding this processing in a data processing agreement.
Applicable Law, Competent Court, and Filing
These general terms and conditions, the Agreement, and all legal acts between the Parties are exclusively governed by Dutch law, even if the Client is established outside the Netherlands or if the Services are performed (partly) outside the Netherlands.
All disputes between the Parties shall be exclusively settled by the competent court in the district of Amsterdam.
These general terms and conditions have been deposited with the Chamber of Commerce under number 42053474.
