General terms and conditions

Article 1. Definitions and terms

In these general terms and conditions - hereinafter called Conditions - the following terms are used in the following sense, unless expressly stated otherwise:

New Human Management B.V.: the user of these Terms and Conditions.

Customer: the natural, corporate or professional counterparty of New Human Management B.V.

Agreement: the agreement for the provision of coaching and training to business as well as other consulting services as laid down in a document agreed upon by both parties and the documents declared applicable therein, such as the offer.

Work: the performance, without any subordination and outside employment or contracting for work, of services and/or the giving of advice as referred to above, all this in the broadest sense of the word and as stated in the order confirmation.

Participant: person who has been registered by Client to participate in a training/coaching programme.

Article 2 General

1. These conditions apply to every offer, quotation and agreement between New Human Management B.V. and a customer to which New Human Management B.V. has declared these conditions applicable, insofar as these conditions have not been explicitly deviated from in writing by the parties. Entering into an agreement with New Human Management B.V. implies that the Customer unconditionally accepts the applicability of these conditions.

2. The present terms and conditions also apply to agreements with New Human Management B.V., for the execution of which third parties must be engaged by New Human Management B.V.

3. If one or more provisions in these Terms and Conditions are invalid or declared null and void at any time, the remaining provisions of these Terms and Conditions shall remain fully applicable. New Human Management B.V. and the Customer will then consult to agree on new provisions to replace the void or voided provisions, as much as possible observing the purpose and intent of the original provisions.

4. If New Human Management B.V. does not always require strict compliance with these terms and conditions, this does not mean that the provisions are not applicable, or that New Human Management B.V. would lose the right to require strict compliance with the provisions of these terms and conditions in other cases.

5. Any deviations from these Terms and Conditions shall only be valid if expressly agreed in writing and shall only apply to the specific agreement to which the deviations relate.

6. The applicability of any purchase or other conditions of Client is explicitly rejected.

7. In the event that these Terms and Conditions and the Agreement contain conflicting provisions, the terms and conditions contained in the Agreement shall apply.

Article 3. Conclusion of Agreement

The agreement is formed by these Terms and Conditions together with any other agreements made by letter, fax or e-mail.
The quotes and offers made by New Human Management B.V. are without obligation and revocable, unless the quote includes a deadline for acceptance.
All quotations and offers are based on information provided by the Customer. If the information provided is incorrect or incomplete, the Customer cannot derive any rights vis-à-vis New Human Management B.V. from an (accepted) quotation or offer.
New Human Management B.V. cannot be held to its tenders or offers if the Customer can reasonably understand that the tenders or offers, or a part thereof, contain an obvious mistake or error.
The prices mentioned in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred within the framework of the agreement, including travel and accommodation, postage and administration costs, unless otherwise indicated.
The offer to enter into an assignment agreement can be made by New Human Management B.V. both orally and in writing. New Human Management B.V. is only bound by the order after it has accepted the order and returned the written order confirmation signed by the client.
If the order is placed verbally, or if the signed order confirmation has not yet been returned, the order is deemed to have been placed under these terms and conditions at the moment New Human Management B.V. starts executing the order at the request of the customer. If the Customer does not respond to the contents of the order confirmation within five working days of the request, it shall be deemed to be correct and complete and the Customer and New Human Management B.V. shall be bound by its contents.

Article 4. Execution of the Agreement

New Human Management B.V. is obliged to carry out the work assigned to it as a good and diligent contractor, or have it carried out, to the best of its knowledge and in accordance with the requirements of good craftsmanship. All services by New Human Management B.V. are performed on the basis of a best-efforts obligation.
New Human Management B.V. will carry out the work at the Client's location or at a mutually agreed location.
The accommodation, travel and subsistence costs of participants and of the coach/trainer of New Human Management B.V. are reimbursed by the Customer.
For Participants who are absent for part or all of the time during the performance of the Agreement, Client shall remain liable for all costs arising from the Agreement and the previous paragraph.
In case of short-term illness of the employee designated by New Human Management B.V., no replacement will take place. In case of a long-term illness, a suitable solution will be sought in mutual consultation.
If and to the extent required for a proper execution of the Agreement, New Human Management B.V. has the right to have certain activities performed by auxiliary persons and third parties. The applicability of articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is explicitly excluded. New Human Management B.V. will take the necessary care in hiring third parties.
New Human Management B.V. is not liable for any damage resulting from shortcomings of third parties and assumes and, if necessary, hereby stipulates, that every order placed with New Human Management B.V. includes the authority to accept any limitations of liability of third parties also on behalf of the Customer.
The Customer shall ensure that all information which New Human Management B.V. indicates is necessary or which the Customer should reasonably understand is necessary to execute the agreement, shall be provided to New Human Management B.V. in a timely manner.
If New Human Management B.V. has not been provided in due time with the information required to execute the agreement, New Human Management B.V. has the right to suspend execution of the agreement and / or to charge the client for additional costs resulting from the delay according to the usual rates.

Customer is required to provide all cooperation necessary for the proper and timely execution of the agreement. This also applies to the availability of client employees who will be involved in any way in the work of New Human Management B.V.

Article 5. Delivery and change of order

New Human Management B.V. has the right to adjust the price for its services in case of changes in the agreed project proposal or offer, among other things with regard to the set-up, functionality, completion, method, scope, analysis and/or reporting that take place in consultation with or at the request of the Customer.
New Human Management B.V. has the right to charge the Customer for extra additions, tests, discussions and/or performances that take place at the request of the Customer.
If a period has been agreed within the term of the agreement for the completion of certain activities, this shall only be an indicative period and shall never be a deadline.
If New Human Management B.V. expects not to meet a deadline, it will inform the Customer as soon as possible.
New Human Management B.V. shall only be in default after the customer has served New Human Management B.V. with a notice of default by registered letter and has failed to comply within the reasonable period stated in the notice of default.

Article 6. Training and coaching

Insofar as the services of New Human Management B.V.. consists of providing traning and/or coaching, New Human Management B.V. can always demand payment in advance.
The client shall provide professional facilities, as stipulated in the agreement. Professional facilities are understood to mean, among other things, an equipped (lesson) room, sound equipment, audio-visual resources, microphone, screen, beamer, lectern, light, a stage and suchlike in the broadest sense of the word. The Principal guarantees that these facilities have been set up on time, are in good condition and meet any safety requirements.
The client for a training session/coaching has the right to cancel participation in, or the assignment for a training session/coaching by registered letter.
In the event of cancellation up to eight weeks prior to the first training/coaching day, Client is obliged to pay 25% of the agreed amount.
In the event of cancellation from eight to four weeks prior to the first training/coaching day, Client is obliged to pay 75% of the agreed amount.
In the event of cancellation less than four weeks before the first training/coaching day, Client is obliged to pay 100% of the agreed amount.
In the event of cancellation prior to a training course, Participant can be replaced in mutual consultation if he meets the admission requirements. This is only possible for the entire training course and not for a part of it.
In the event that Principal or the Participant designated by Principal after the start of the training/coaching terminates the participation prematurely or does not participate in the training/coaching in any other way, Principal is not entitled to any reimbursement.
New Human Management B.V. has the right to cancel the training/coaching without stating any reasons, or to refuse the participation of a Customer or the Participant designated by the Customer, in which cases the Customer is entitled to a refund of the full amount paid to New Human Management B.V.
In the event of cancellation by New Human Management B.V., a new date for the training/coaching can be set in mutual consultation.
New Human Management B.V. is at all times entitled to replace a coach or trainer, charged with the execution of the Agreement, by another coach or trainer.

Article 7. Fee

The customer is obliged to pay New Human Management B.V. the agreed fee. The fee and any cost estimates are in euros and exclude VAT and any other government levies.
If New Human Management B.V. deems it desirable, New Human Management B.V. is entitled to request a reasonable advance payment on the fee for the work to be performed. New Human Management B.V. is entitled to postpone commencement of the work until the advance payment has been made or sufficient security has been provided.
The fee of New Human Management B.V. is determined on the basis of an hourly rate or in the form of a fixed amount, either for a specific order or per month. The fee is in no way dependent on the outcome of the assignment. The turnover tax shall be at the expense of the Client.
If the client and New Human Management B.V. have not agreed on a fixed amount for a specific assignment or per calendar or financial year, the fee will be determined on the basis of the hourly rate and the total amount of time spent by New Human Management B.V.
New Human Management B.V. is at all times entitled to increase the fee without the client having the right to terminate the agreement for that reason, if the increase in the price is the result of a power or obligation under the law or regulations or is caused by an increase in e.g. wages or on other grounds which could not reasonably have been foreseen at the time the agreement was entered into.
In addition, New Human Management B.V. is entitled to increase the fee when during the execution of the work it becomes apparent that the originally agreed or expected amount of work was underestimated to such an extent when concluding the agreement, and this is not attributable to New Human Management B.V., that New Human Management B.V. cannot reasonably be expected to carry out the agreed work for the fee originally agreed upon. If the increase referred to in this and the previous paragraph amounts to more than 10%, the customer has the right to terminate the agreement with immediate effect. If an increase takes place during the first three months after the conclusion of the agreement, the client may terminate the agreement regardless of the percentage of the increase.
The client is obliged to reimburse the reasonable expenses incurred by New Human Management B.V. in the execution of the order.
The fee of New Human Management B.V., if necessary increased by declarations of expenses or fees of third parties, including the applicable sales tax will be charged to the Customer on a monthly basis or after completion of the work.

Article 8. Payment

Payment must always take place within 14 days of the invoice date, in a manner indicated by New Human Management B.V.
If the Client fails to pay an invoice on time and/or in full, the Client shall be in default by operation of law. The Customer shall then be due an interest of 1% per month or part of a month, unless the statutory commercial interest is higher, in which case the statutory commercial interest shall be due. The interest on the amount due and payable shall be calculated from the moment the Client is in default until the moment of payment of the full amount due.
The customer is never entitled to set off the amount due to New Human Management B.V.. Objections to the amount of an invoice do not suspend the payment obligation. The Customer who is not entitled to appeal to section 6.5.3 (articles 231 up to and including 247 Book 6 of the Dutch Civil Code) is also not entitled to suspend payment of an invoice for any other reason.
If the Customer is in default or breach of contract in the (timely) fulfilment of its obligations, all reasonable costs incurred in obtaining satisfaction out of court shall be borne by the Customer. The extrajudicial costs are calculated on the basis of what is customary in the Dutch collection practice, currently the calculation method according to Rapport Voorwerk II. If New Human Management B.V. has incurred higher costs for collection that were reasonably necessary, the actual costs incurred will qualify for reimbursement. Any judicial and execution costs incurred will also be recovered from the Customer. The Customer shall also owe interest over the collection costs due.
New Human Management B.V. has the right to have the payments made by the customer go first of all to reduce the costs, then to reduce the interest still due and finally to reduce the principal sum and the current interest. New Human Management B.V. can, without being in default, refuse an offer of payment if the customer indicates a different sequence of attribution of the payment. New Human Management B.V. can refuse full repayment of the principal sum if the arrear and current interest and collection costs are not also paid at the same time.

Article 9. Suspension and Dissolution

The assignment agreement is entered into for a definite period of time unless it follows from the nature of the assignment that it has been entered into for an indefinite period of time.
The commission contract for a definite period cannot be terminated prematurely unless there are urgent circumstances as a result of which the client or New Human Management B.V. can no longer reasonably be required to continue the commission contract. The other party must be informed in writing and with reasons. All this without prejudice to the obligation of the customer to pay the full agreed fee.
If the customer terminated the agreement, in whole or in part, in accordance with the previous paragraph, New Human Management B.V. is entitled to compensation for the loss of capacity utilisation incurred by New Human Management B.V. and the additional costs it reasonably incurred as a result of the premature termination of the agreement. This is unless the premature termination is based on facts or circumstances that can be attributed to New Human Management B.V..
If one of the parties is declared bankrupt, applies for a suspension of payments or discontinues its business, the other party has the right to terminate the Agreement without observing a period of notice, all this without prejudice to its rights.
New Human Management B.V. is authorised to suspend the fulfilment of the obligations or to dissolve the agreement in the event that

-Client does not fulfil, does not fully fulfil or does not timely fulfil its obligations under the agreement;

-After the conclusion of the agreement, New Human Management B.V. learns of circumstances that give good reason to fear that the Customer will not fulfil his obligations;

-if, upon entering into the agreement, Client was asked to provide security for the fulfilment of his obligations under the agreement and this security is not provided or is insufficient;

-If the delay on the part of the customer can no longer be required of New Human Management B.V. to fulfill the agreement at the originally agreed conditions.

New Human Management B.V. also has the authority to suspend the delivery of documents or other items to the Customer or third parties, until such time as all due and payable claims against the Customer have been settled in full.
If progress in the execution or delivery of the work is delayed due to negligence on the part of the customer or due to force majeure, New Human Management B.V. can charge the full agreed amount, without prejudice to its right to claim further costs, damages and interests.
If the agreement is dissolved, the claims of New Human Management B.V. on the customer are immediately due and payable.

Article 10. Liability

New Human Management B.V. is exclusively liable for damages resulting from a serious culpable failure by New Human Management B.V.. If a mistake is made because the client provided incorrect or incomplete information, New Human Management B.V. is not liable for any resulting damage.
New Human Management B.V. will perform its work to the best of its ability, exercising the care that may be expected of New Human Management B.V.. The results of application and use of the studies and advice provided by New Human Management B.V. depend on many factors beyond its control. Although the assignment is performed by New Human Management B.V. to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship, New Human Management B.V. cannot therefore provide any guarantees with regard to the results of the studies conducted and advice provided.
The liability of New Human Management B.V. is otherwise limited to twice the fee received by New Human Management B.V. for its activities in the context of the assignment, with a maximum of € 15,000. For assignments with a duration of more than six months, liability is further limited to a maximum of twice the amount invoiced for the last six months. In addition, the liability of New Human Management B.V. is limited in total to the amount paid out in the relevant case under the professional liability insurance taken out, increased by the amount of the excess.
New Human Management B.V. is entitled to set off the obligation to pay damages against unpaid invoices and the resulting interest and costs. New Human Management B.V. is not liable for any persons engaged by New Human Management B.V. on the instructions of the Customer.
The aforementioned limitations do not apply if damage is the result of intent or gross negligence on the part of the manager(s) of New Human Management B.V.
New Human Management B.V. is exclusively liable for direct damage. New Human Management B.V. is not liable for any direct, indirect and/or consequential damages (including but not limited to loss of profit, business interruption costs, loss of business relations, among others resulting from any delay, loss of data, exceeding a delivery deadline and/or discovered defects) other than direct financial loss suffered by the Customer.
Insofar as the Customer and New Human Management B.V. have agreed in the order agreement or during the execution of the order on deadlines within which the work must be carried out, these deadlines are indicative, unless explicitly agreed otherwise in writing, such as in the case of an order agreement for a definite period. Exceeding a term shall never constitute a failure in the performance of the obligation of New Human Management B.V. and shall therefore not entitle the Customer to claim damages and/or dissolution of the agreement. If a term is exceeded, the Customer must therefore give New Human Management B.V. written notice of default. New Human Management B.V. must be offered a reasonable period in which to implement the agreement.
The Client is obliged to inform New Human Management B.V. in writing of any inaccuracy in the execution of the order and the damage risk, whether or not resulting from this, within 2 months after the Client has detected or could reasonably have detected such inaccuracy.
If the notification referred to in the previous paragraph is not made or is made too late, New Human Management B.V. is in no way obliged to compensate the damage suffered by the Customer in a manner that is appropriate and in line with the content of the assignment and the nature of the work.
The client indemnifies New Human Management B.V. against all claims from third parties against New Human Management B.V. for compensation for damages, costs incurred, loss of profits and other expenses that are in any way related to and/or result from the execution of the order by New Human Management B.V.
Notwithstanding the statutory periods of limitation, the period of limitation for all claims and defences against New Human Management B.V. and the third parties involved in the execution of an agreement by New Human Management B.V. is one year from the day the advice was given.

Article 11. Force majeure

New Human Management B.V. is not obliged to comply with any obligation towards the Customer if it is hindered in doing so as a result of a circumstance that is not due to any fault, and for which it cannot be held accountable by virtue of the law, a juristic act or generally accepted practice.
In addition to the provisions of the law and jurisprudence, force majeure is defined in these terms and conditions as all external causes, foreseen or unforeseen, over which New Human Management B.V. has no influence, but which prevent New Human Management B.V. from fulfilling its obligations. This includes strikes at the company of New Human Management B.V. and illness of the person appointed to carry out the order. New Human Management B.V. is also entitled to invoke force majeure if the circumstance preventing (further) compliance with the agreement occurs after New Human Management B.V. should have fulfilled its obligation.
New Human Management B.V. can suspend the obligations from the agreement during the period that the force majeure continues. If this period lasts longer than two months, each party has the right to terminate the agreement without any obligation to pay damages to the other party.
Insofar New Human Management B.V. has partially fulfilled its obligations arising from the agreement at the time of the force majeure event or will be able to fulfil these obligations, and insofar independent value can be attributed to the fulfilled or still to be fulfilled part, New Human Management B.V. has the right to invoice the fulfilled or still to be fulfilled part separately. The customer is obliged to pay this invoice as if it were a separate agreement.

Article 12. Complaints

Complaints about work performed should be reported in writing to New Human Management B.V. by the Customer within 30 days of discovery, but no later than 60 days after completion of the work in question. The notice of default must contain as detailed as possible a description of the shortcoming, so that New Human Management B.V. is able to respond adequately.
If a complaint is well-founded, New Human Management B.V. will still perform the work as agreed, unless this has become demonstrably pointless for the customer. The latter must be made known by the client in writing.
If it is no longer possible or meaningful to carry out the agreed work, New Human Management B.V. shall only be liable within the limits of article 10.

Article 13. Confidentiality

Unless any statutory provision, regulation or other rule obliges New Human Management B.V. to maintain confidentiality towards third parties with regard to confidential information obtained from the Customer/Aparticipant. The Customer/Approspective Employee may grant an exemption in this respect. Information is considered confidential if the other party has indicated this or if this follows from the nature of the information.
Without written permission from the Customer, New Human Management B.V. is not entitled to use confidential information provided to it by the Customer/participant for any purpose other than that for which it was obtained. However, an exception is made in the event New Human Management B.V. acts on its own behalf in disciplinary, civil or criminal proceedings in which this information may be of importance.
Unless there is a statutory provision, regulation or other rule that obliges Customer/participant to disclose or when prior permission has been granted by New Human Management B.V., Customer shall not disclose the content of reports, recommendations or other written or unwritten statements of New Human Management B.V. to third parties.

Article 14. Retention of title

All goods created or delivered by New Human Management B.V. in the context of the Agreement remain the property of New Human Management B.V. until the amounts due by the Customer have been paid in full.

Article 15. Intellectual property

New Human Management B.V. reserves all intellectual property rights with regard to products of the mind which it uses or has used and/or developed within the framework of the implementation of the Agreement, and with regard to which it holds the copyright or other intellectual property rights or can assert them.
The client is explicitly forbidden to multiply, publish or exploit such products, including computer programs, system designs, methods, advice, (model) contracts and other intellectual products of New Human Management B.V., all in the broadest sense of the word, with or without the involvement of third parties. Reproduction and/or publication and/or exploitation is only permitted after obtaining written permission from New Human Management B.V.
In the event of premature termination of the Assignment, the foregoing shall apply mutatis mutandis.

Article 16. Applicable law

All agreements between the client and New Human Management B.V. are exclusively governed by Dutch law.
All disputes related to or arising from the interpretation and/or performance of the commission contract shall, with the exception of disputes belonging to the exclusive competence of the cantonal judge, be settled by the District Court in The Hague.

Article 17. Location and amendment of conditions

These conditions are filed with the Chamber of Commerce in Utrecht and will be sent by New Human Management B.V. free of charge upon request.
The most recently filed version or the version that applied at the time of the establishment of the legal relationship with New Human Management B.V. is always applicable.
The Dutch text of the Conditions is always decisive for their interpretation.