Article 1 Definitions
1.1 The contractor: Balans & Impuls.
1.2 The Client: the natural or legal person who commissions the Contractor to provide services.
Article 2 Applicability
2.1 These conditions apply to all offers made by the contractor and to all agreements concluded by it with the client.
2.2 The applicability of delivery and/or other conditions of the client is hereby expressly rejected, unless otherwise agreed in writing.
Article 3 Quotations
3.1 The Contractor's offers are without obligation and are valid until specified periods.
Article 4 Payments
4.1 Payments shall be made as follows: after confirmation of quotation. If payment is made later than stated under 4.1, the client shall automatically be in default and shall owe default interest of at least 1% of the relevant invoice amount for each month that the client is in default of payment.
4.2 Client will have to pay both extrajudicial and judicial costs incurred to collect the outstanding invoice, with a minimum of 15% of the invoice value.
Article 5 Cases of force majeure and cancellation
5.1 Dissolution of the agreement by the client can only be done by registered letter.
5.2 Upon cancellation of the agreement by the client, within one month before the assignment is scheduled, the full amount is due. In case of earlier cancellation, 50% of the agreed rate is due.
5.3 The contractor shall not be held to its obligations under the agreement if performance has become impossible due to force majeure. The agreement can then be dissolved unilaterally by the contractor or can still be fulfilled at another time, to be agreed upon by mutual consent.
5.4 Force majeure includes all circumstances over which the contractor cannot reasonably exercise any influence, as a result of which the performance of an assignment is fully/partially and permanently/temporarily impeded. Force majeure will in any case include the circumstance that the contractor is unable to render its cooperation to an assignment due to illness or unforeseen circumstances.
Article 6 Liability
6.1 The Contractor shall not be liable, except in the case of intent or gross negligence on the part of the Contractor, for any direct and/or indirect damage from any cause whatsoever arising in the, or as a result of the performance or non-performance of the assignment. The liability shall be limited to no more than the amount of the fee for the services to be rendered.
6.2 The contractor is not liable, except in the case of intent or gross negligence on the part of the contractor, for any direct and/or indirect damage from whatever cause caused to property of the client and/or participant. The liability is limited to no more than the amount of the fee for the services to be provided.
6.3 The contractor is not liable, except in the case of intent or gross negligence on the part of the contractor, for any direct damage which the customer and/or participant have/have suffered as a result of the assignment not going ahead.
6.4 The client shall indemnify the contractor against all claims by third parties on account of this contractor, except in the case of gross negligence or intent on the part of the contractor.
Article 7 Know-how and confidentiality
7.1 The know-how and systems developed by Balans & Impuls are conducted under, among others, the following trademarks registered by Balans & Impuls: "Balans & Impuls" at the Benelux Trademark Office under number: BX BOIP 01169885, "Rescue Workers Foundation" under European registration EU EUIPO 017926860 and British registration GB IPO UK00917926860, "Traffic Light" under British registration GB IPO UK00912885596 and European registration EU EUIPO 012885596, "We Care 4 Students" in Benelux under number BX BOIP 01432548, "Ref Zone" under British registration GB IPO UK00911847381 and "Heilwine A. H.M. Bakker" in the Benelux under number BX BOIP 01170709. The client will respect the registrations and will maintain secrecy to the mark and the knowledge, databases and know-how belonging to it and handed over hereunder and will not share them with others or distribute them.
7.2 Balans & Impuls provides the knowledge and know-how it has accumulated to the client in the context of the assignment relationship/agreement to be concluded. The transfer of knowledge and know-how, produced by Balans & Impuls under copyright (and under copyright of Balans & Impuls) and also compiled by it in a database, is intended exclusively for the improvement of the capacities and skills of the client's employees or affiliates in the context of the client's services. The knowledge and know-how transferred by way of the course material (or otherwise) is intended to be used internally by the Principal for that purpose. This knowledge and know-how will not be stored (locally or otherwise) or duplicated or provided to third parties and may not be used for purposes other than personal improvement of Client's employees.
7.3 After the relationship has ended, the information provided by Balans & Impuls B.V. will be deleted by the Contractor and its employees.
7.4 The Client will also impose these obligations on its employees and any others (if Balans & Impuls has given its written consent) and ensure that these obligations are fulfilled. If requested, the Client will provide the Contractor with written access to the manner in which it enforces these obligations and will follow reasonable instructions from the Contractor in doing so. In the event of non-compliance with these obligations by employees and/or other persons involved on the Client's side, the Client shall be jointly and severally liable to the Contractor.
7.5 In the event of any breach of the obligations set out herein (including any breach by an employee or third party involved), the Client will forfeit a penalty of €10,000 for each breach and a penalty of €1,000 for each day that the breach continues, subject to a maximum of €100,000. This does not affect the possibilities of recovery of damages by the contractor.
Article 8
8.1 The Hague District Court has exclusive jurisdiction in disputes between participant and principal.