Article 1. Definitions

In these terms and conditions, the following terms have the following meaning:

• AIF : the professional who operates under the name Agile In Focus.

• OG : the client: the legal entity that issues the order

• The agreement : the agreements between the OG and AIF.

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Article 2. Applicability of these terms and conditions

1. These terms and conditions apply to every offer and every agreement between the AIF and the OG to which the parties have declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing.

2. The present terms and conditions also apply to all agreements with AIF for the execution of which third parties must be involved.

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Article 3. Offers

1. The offers made by AIF are without obligation; they are valid for thirty (30) days unless otherwise stated. AIF is only bound by the offers if the acceptance thereof is confirmed in writing by the other party within thirty (30) days.

2. The OG has a cooling-off period of fourteen (14) days. This means that the OG can withdraw a signed order confirmation (quote) within fourteen (14) days at no extra cost.

3. The prices in the quotes mentioned are exclusive of VAT, unless stated otherwise.

4. Offers are based on information available to the AIF and/or its affiliate(s).

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Article 4. Orders and cancellation

1. A quotation becomes an assignment as soon as the quotation has been confirmed by the OG.

2. If an order, or part thereof, is withdrawn within twenty-four (24) hours before the start of the execution, 100% of the time and costs reserved for the execution will be charged.

3. If an order, or part thereof, is withdrawn within two (2) days (48 hours) before the start of the execution, 50% of the time and costs reserved for the execution will be charged.

4. If an order, or part thereof, is withdrawn within one (1) week before the start of its execution, the preparatory work that was necessary for the execution of the order will be charged to the OG.

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Article 5. Execution of a supervision agreement

1. AIF will perform the agreement to the best of its knowledge, ability and in accordance with the requirements of good workmanship.

2. If and insofar as required for the proper execution of the agreement, AIF has the right to have certain activities performed by third parties. This is always done in consultation with the OG.

3. The OG wears​​ ensure that all data, which AIF indicates are necessary or which the OG should reasonably understand to be necessary for the execution of the agreement, is provided to AIF in a timely manner. If the information required for the execution of the agreement has not been provided to AIF in time, AIF has the right to suspend the execution of the agreement and/or to charge the OG for the additional costs resulting from the delay according to the usual rates. .

4. AIF is not liable for damage, of whatever nature, because AIF relied on incorrect and/or incomplete information provided by the OG, unless it should have been aware of this inaccuracy or incompleteness.

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Article 6. Duration of the contract; run time

The agreement is entered into for an indefinite period unless the parties expressly agree otherwise in writing;

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Article 7. Amendment of the agreement

1. If during the execution of the agreement it appears that it is necessary for a proper execution to change or supplement the work to be performed, the parties will adjust the agreement accordingly in good time and in mutual consultation.

2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the performance may be affected. AIF will inform the OG of this as soon as possible.

3. If the amendment or addition to the agreement has financial and/or qualitative consequences, AIF will inform the OG about this in advance.

4. If a fixed fee has been agreed, AIF will indicate to what extent the amendment or supplement to the agreement will result in this fee being exceeded.

5. Contrary to paragraph 3, AIF will not be able to charge additional costs if the change or addition is the result of circumstances that can be attributed to it.

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Article 8. Confidentiality

1. The parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information.

2. AIF will not refer to the assignment externally without the permission of the OG.

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Article 9. Intellectual property

1. Without prejudice to the provisions of Article 7 of these terms and conditions, AIF reserves the rights and powers it is entitled to under the Copyright Act.

2. All documents provided by AIF, such as exercises, tests, reports, assessments, sketches, drawings, software, etc., are exclusively intended for use by the OG and may not be reproduced by him without prior permission from AIF. made or brought to the attention of third parties.

3. AIF also reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is disclosed to third parties.

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Article 10. Cancellation

Either party may terminate the agreement in writing at any time. If the assignment lasts for one (1) year or longer, the parties must observe a notice period of at least one (1) month.

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Article 11. Dissolution of the agreement

1. AIF's claims against the OG are immediately due and payable in the following cases:

   1. if after the agreement has been concluded, AIF becomes aware of circumstances that give AIF good grounds to fear that OG will not fulfill its obligations;

   2. if AIF has requested the OG when concluding the agreement to provide security for the fulfillment and this security is not forthcoming or is insufficient.

2. In the aforementioned cases, AIF is entitled to suspend the further execution of the agreement or to proceed to dissolution of the agreement, without prejudice to AIF's right to claim compensation.

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Article 12. Complaints procedure

1. Complaints about the work performed must be reported to AIF in writing by the OG within 8 days after discovery, but no later than 14 days after completion of the work in question.

2. AIF will confirm this within eight (8) days of receipt of the complaint, stating the contact person. Furthermore, the complaint will be processed as soon as possible and treated confidentially.

3. If a complaint is justified, AIF will still perform the work as agreed; unless this has become demonstrably pointless for the OG. The latter must be made known in writing by the OG.

4. If it is still not possible or useful to provide the agreed services, AIF is only liable within the limits of Article 16.

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Article 13. Fee

1. Paragraphs 2, 5 and 6 of this article apply to offers and agreements in which a fixed fee is offered or agreed. If no fixed fee has been agreed, paragraphs 3 to 6 of this article apply.

2. The parties can agree on a fixed fee when concluding the agreement. The fixed rate is exclusive of VAT.

3. If no fixed fee is agreed, the fee will be determined on the basis of the hours actually spent. The fee is calculated according to the usual hourly rates at AIF, applicable for the period in which the work is performed, unless a different hourly rate has been agreed.

4. Any cost estimates are exclusive of VAT.

5. The costs due are billed monthly.

6. If AIF agrees on a fixed fee or hourly rate with the Client, AIF is nevertheless entitled to increase this fee or rate. AIF may pass on price increases if AIF can demonstrate that significant price changes have occurred between the time of offer and delivery with regard to, for example, wages and/or comparable market rates.

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Article 14. Payments

1. Payment must be made within fourteen (14) days after the invoice date, in a manner to be indicated by the contractor in the currency in which the invoice is made, unless otherwise agreed.

2. After the expiry of fourteen (14) days after the invoice date, the OG is in default; from the moment of default, OG owes an interest of 1% per month on the amount due.

3. In the event of liquidation, bankruptcy or suspension of payments of the OG, the claims of the AIF and the obligations of the OG towards AIF are immediately due and payable.

4. Payments made by the OG always serve in the first place to settle all interest and costs owed, in the second place for payable invoices that have been outstanding the longest, even if the OG states that the payment relates to a later invoice. .

5. A maximum payment term of thirty (30) days applies to refunds of amounts credited by AIF.

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Article 15. Collection costs

1. If the Client is in default or fails to fulfill one or more of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the Client. The OG is in any case owed:

   1. on the first Euro 3,000 15%

   2. on the excess up to € 6,000 10%

   3. on the excess up to € 15,000 8%

   4. on the excess up to € 60,000 5%

   5. on the surplus 3%

2. If AIF demonstrates that it has incurred higher costs, which were reasonably necessary, these will also qualify for reimbursement.

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Article 16. Liability

1. If AIF is liable, that liability is limited as follows:

   1. AIF's liability is limited to the invoice value of the order, at least that part of the order to which the liability relates.

   2. Notwithstanding the provisions of paragraph 1 of this article above, in the event of an order with a term longer than six (6) months, the liability is further limited to the invoice amount owed over the last six (6) months.

   3. The limitations of liability included in these terms and conditions do not apply if the damage is due to intent or gross negligence on the part of AIF or its subordinates.

   4. AIF is never liable for consequential damage.

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Article 17. Force majeure

1. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and jurisprudence, all external causes, foreseen or unforeseen, over which AIF has no influence, but as a result of which AIF is unable to fulfill obligations. come. This includes strikes in AIF's company.

2. AIF also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment occurs after AIF should have fulfilled its obligation.

3. During force majeure, AIF's obligations are suspended. If the period in which fulfillment of the obligations by AIF is not possible due to force majeure lasts longer than two (2) months, both parties are entitled to dissolve the agreement without there being any obligation to pay compensation in that case.

4. If AIF has already partially fulfilled its obligations at the commencement of the force majeure, or can only partially fulfill its obligations, it is entitled to invoice the part already performed or executable separately and the OG is obliged to pay this invoice as if it concerned a separate contract. However, this does not apply if the part already performed or executable has no independent value.

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Article 18. Processing of data

1. AIF, responsible within the meaning of the Wbp, is responsible and entitled to (digitally) process the personal data collected in the context of the services referred to in these general terms and conditions, or at least to subject it to its direct authority. processes and ensures that any processors comply with applicable laws and regulations.

2. AIF only provides data to executive professionals if a confidentiality statement has been signed with it and only in the context of the execution of an assignment. The foregoing does not affect the fact that data can sometimes be traced back to an individual person by consulting public registers and social media.

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Article 19. Complaints and dispute settlement

1. For the handling of complaints, we refer to our complaints handling procedure, which can be read at www.agileinfocus.nl/doelenafwerking .

2. If no settlement is reached in accordance with this settlement, disputes arising from this agreement, or further agreements thereof, or legal relationships arising therefrom, to the exclusion of others, will be submitted to the court in the first instance.

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Article 20. Applicable law

1. Dutch law applies to every agreement between AIF and OG.

2. The nullification or voidability of any provision of this Agreement shall not affect the validity of the others.

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Article 21. Changes to the terms and conditions

​ The version that applied at the time of the conclusion of the order applies. Agile In Focus, established in ALMERE, the Netherlands, Chamber of Commerce 84072970.

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