Terms and Conditions

GENERAL TERMS AND CONDITIONS OF SENSZ B.V., WITH REGISTERED OFFICE IN NAARDEN. THESE TERMS AND CONDITIONS ARE REGISTERED WITH THE CHAMBER OF COMMERCE IN GOOI AND VECHTSTREEK.

1. Applicability

(a) In these General Terms and Conditions, “Sensz” refers to the private limited company Sensz B.V., having its registered office in Naarden and its principal place of business at (1411 AW) Amsterdamsestraatweg 9e.

b) In these general terms and conditions, “Parties” refers to the joint parties involved in a specific contract to which Sensz is one of the parties.

c) In these general terms and conditions, “supplier” or “suppliers” refers not only to suppliers of goods, but also to suppliers of services, including all potential contractors.

d) These general terms and conditions apply to contracts entered into by Sensz with clients and suppliers, including all assignments and supplementary or follow-up assignments given to Sensz, as well as to legal relationships arising from or related to the above.

e) In these general terms and conditions, “Contract” refers to the contract entered into by Sensz with a specific client or supplier and of which these general terms and conditions form part.

f) These general terms and conditions are also stipulated on behalf of those (legal) persons and third parties who are directly or indirectly involved in any way in the services provided by Sensz, or for whose acts or omissions Sensz may be liable.

g) Deviation from these general terms and conditions is only possible by express written agreement.

h) Sensz does not accept the applicability of general terms and conditions other than these, unless the Parties expressly agree in writing to derogate from them. If and insofar as other general terms and conditions may also apply to the Contract, if the various general terms and conditions are incompatible, Sensz’s general terms and conditions shall prevail.

2. Code of conduct

a) The parties acknowledge that the substance of their relationship as well as the data and information which are/become known to them in the context of an Agreement are of a confidential nature, and in this respect, they shall exercise all due care which may be expected based on their relationship.

b) During the term of the Contract or within two years of its termination, a client or supplier of Sensz is not permitted to employ Sensz staff or to negotiate recruitment with Sensz staff unless Sensz has provided its express written consent.

c) At all times, Sensz is entitled to transfer rights and obligations under the Contract to a third party.

3. Performance of the agreement

a) Sensz shall perform the Contract to the best of its knowledge and ability, and in accordance with the requirements of good workmanship. For this purpose, Sensz has a best-efforts obligation and it does not accept result obligations.

b) If a deadline has been agreed or specified for the performance of the Agreement or certain parts of the same, this shall never be a strict deadline. If a deadline is exceeded, the client or the supplier of Sensz must give the latter written notice of default. Sensz must be granted a reasonable period of time in which to still carry out the Contract.

c) The client or supplier of Sensz guarantees the accuracy, completeness and reliability of the information made available to Sensz.

d) The execution of an assignment granted to Sensz is carried out exclusively on behalf of the client. Third parties may not derive any rights from the assignment or the work performed, nor may they rely on it.

e) A client or supplier of Sensz is obliged to indemnify Sensz against third-party claims, including any reasonable costs of legal assistance, arising in any way from or related to the Agreement.

f) Clients and suppliers of Sensz are obliged to provide Sensz with all resources, including all potential documents and data, that Sensz requires to carry out the Agreement in a timely manner. What is timely depends on the circumstances of the case, but it means in any and all cases within three working days of a request for information made by or on behalf of Sensz.

g) If Sensz or third parties contracted by it carry out work as part of an assignment on the client’s premises or at a location designated by the client, the client shall provide the facilities reasonably required by the staff involved free of charge.

h) An assignment granted to Sensz is granted on an exclusive basis.

i) At all times, Sensz is entitled to engage third parties to carry out assignments given to it. The applicability of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.

4. Rates and invoicing

a) Unless expressly stated otherwise, the rates and prices stated in Sensz’ quotations are exclusive of VAT, travel and accommodation expenses, disbursements and possible costs of third-party services (e.g. translation and copyright costs), unless the quotation expressly states otherwise.

b) Unless expressly agreed otherwise, travel expenses for transport by car are €0.50 per kilometre driven within The Netherlands. In the event of a visit to the Wadden Islands, additional costs for the ferry service will apply.

c) Sensz is entitled to annually index and adjust the prices and rates used for inflation, based on the CBS index for commercial services (service price index 2010 = 100).
d) Sensz is entitled to carry out the Agreement in several phases and to invoice the part already carried out separately.

e) Invoices from Sensz must be paid within fourteen (14) days of the invoice date. The fourteenth (14th) day after the invoice date shall count as the due date of the relevant invoice.

f) If and insofar as Sensz does not receive payment of the relevant invoice by the due date, it is entitled to charge statutory interest in accordance with Article 6:119a of the Dutch Civil Code on the unpaid amount without notice of default being required. If payment is not made within the aforementioned 30-day period, default shall commence immediately and Sensz has the right to suspend performance of the Agreement after notifying the client or supplier. Sensz shall not be liable for any damage arising as a result of such suspension.

g) If the client or supplier of Sensz is in default, he or she shall owe extrajudicial collection costs to Sensz of at least 15% of the invoice amount, with a minimum of €125. If legal proceedings are required, the client or supplier of Sensz is liable to pay all related costs. The aforementioned costs are not limited to the litigation costs to be incurred, but are borne in full by the client or Sensz’ supplier if it is (predominantly) ruled against. The client or supplier of Sensz shall also owe interest on the collection costs owed.

5. Intellectual property and software

a) Models, methods, manuals, techniques, advice, instruments, including software, that Sensz uses or makes available in carrying out the Agreement, shall at all times remain the property of Sensz. Sensz may demand handover at any time. Disclosure to third parties by the client or supplier of Sensz may only take place after written consent by Sensz.

b) The client or supplier of Sensz is not permitted to make copies of or make changes to the software used or provided by Sensz. The client or supplier of Sensz is also not permitted to use this software after the end of the Agreement.

c) The client or supplier of Sensz has no rights, such as a copyright, to or in connection with the software mentioned in this Article, part b). Sensz is and remains the rightful owner in respect of the same. The client and/or supplier of Sensz undertakes to treat the data relating to the information and software mentioned in this article, parts a) and b), as highly confidential and has a duty of confidentiality in this regard. That duty of confidentiality also applies to strategies and other information about Sensz’s business operations.

d) At the end of the Agreement, all items referred to in this article as mentioned in clause a) and all software as mentioned in clause b) and all related information must be made available to Sensz at its first request and must be completely removed from the organisation of the (former) client or supplier of Sensz at Sensz’ first request.
e) In the event of a breach of the provisions of this article, the client or supplier of Sensz concerned shall owe a penalty, which is immediately payable and not subject to set-off, of €5,000 per event and, in addition, a penalty of €500 for each day that the attributable breach continues. In addition to this penalty, Sensz remains fully entitled to full compensation for all damage it suffers as a direct or indirect result of an attributable shortcoming or wrongful act by the client or supplier.

6. Training, education

a) Where Sensz offers training or courses, if accepted, the following arrangement applies.

b) Cancellation of any training or course is permitted under the following conditions:
– Any cancellation must be notified to Sensz in writing or by email. As a cancellation date, Sensz will retain the date of the postmark or receipt of the email message;
– A cancellation can be made free of charge up to a maximum of 2 weeks before the start of the course or training, after which the client shall be liable to pay a fee as follows:
– In the event of cancellation between 2 weeks and 1 week before the scheduled start of the training or course, the client shall owe 50% of the quoted course or training fees;
– In the event of cancellation in the week before the scheduled start of the training or course, the client shall owe 75% of the quoted course or training fees;
– In the event of cancellation in the 2 days preceding or on the day of the training or course, the client shall owe 100% of the quoted course or training fees.

c) In the event of training or courses for which, after registration, digital content is sent directly to the client or intended course participant, or where the client or intended course participant is granted access to Sensz digital content, due to the nature of the product, cancellation is no longer possible without full compensation to Sensz of the quoted course or training fees. The intended trainee will usually receive the digital (teaching) materials and/or login codes for accessing the digital environment straight away after the registration has been processed.

d) As a standard feature, the course/training price includes the cost of course/training materials, teacher/trainer fees, preparation and coordination. Teaching space and audiovisual aids are provided by the client of Sensz.

e) All course and training materials provided by Sensz in connection with the course or training are copyrighted. This may not be disclosed and/or reproduced in any form whatsoever, and whether in modified form or not, or provided to third parties, without the express written consent of Sensz.

f) Sensz may include the data provided by the client and/or course participant in its records. Sensz processes the personal data of the client and the course participant for the following purposes: 1. The establishment and execution of the Agreement 2. The course administration 3. Being able to interact with the client or course participant 4. Providing information about Sensz’s activities to the client or course participant 5. Providing information on the training, courses, online services and examinations taken by student 6. Issuing and sending proof of attendance, certificates or diplomas.

7. Liability

a) Sensz limits its liability to what is regulated in this provision.

b) Sensz shall not be liable for any loss or damage of any nature whatsoever caused by Sensz’s reliance on incorrect or incomplete information, provided by or on behalf of the other party to the Agreement.

c) At all times, any liability of Sensz is limited to a maximum of the invoice value of the Agreement excluding VAT and other amounts imposed by the authorities, at least to that part of the Agreement to which the liability relates.

d) If the Agreement has a term of more than six months, Sensz’s liability is further limited, namely to a maximum of the invoice amount related to work in the six months preceding the event on which the liability is based.

e) Sensz may only be held liable for direct damage. Direct damage is understood to refer to any reasonable costs incurred to assess the cause and extent of the damage, insofar as the assessment relates to damage within the meaning of these Terms and Conditions, any reasonable costs incurred to have Sensz’ faulty performance satisfy the Agreement, insofar as they can be attributed to Sensz, and any reasonable costs incurred to prevent or limit the damage, insofar as the client demonstrates that these costs have resulted in a limitation of direct damage, as referred to in these General Terms and Conditions.

f) Sensz shall never be liable for indirect loss, including consequential loss, loss of profit, missed savings and loss due to business interruption.

g) Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code, a claim for damages shall lapse if Sensz has not been notified in writing within twelve months of the event or omission from which the damage arose and for which Sensz is liable.

h) The limitations of liability set out in this article do not apply if the damage is due to intent or gross negligence on the part of Sensz or its managerial employees.

8. Duration and termination of the Agreement

a) The Agreement is concluded for an indefinite period, unless the nature of the Agreement dictates otherwise or the Parties expressly agree otherwise in writing.

b) Insofar as early termination is possible by the client or supplier of Sensz, it must observe a reasonable notice period, which in all cases shall be no less than 6 months.

c) If the client or supplier of Sensz fails to perform its obligations under the contract and such failure justifies termination, Sensz has the right to terminate the Agreement with immediate effect without being obliged to pay any damages, while the client is obliged to pay damages for breach of contract.

d) In the event of, in relation to or at the expense of the client or supplier of Sensz, there is any (i) liquidation, (ii) suspension of payments or a request to that effect, (iii) bankruptcy or a request to that effect, (iv) attachment, if and insofar as the attachment has not been lifted within three months, or (v) another circumstance as a result of which the client or supplier can no longer freely dispose of his or her assets, Sensz is free to terminate the Agreement immediately and with immediate effect. In such a case, Sensz’s claims shall be immediately due and payable, and Sensz shall not be obliged to pay any damages or compensation.

e) Any additional costs incurred by Sensz in connection with a termination on the grounds referred to in subsection d) of this article shall be at the expense of the party in respect of whom the termination is invoked.

9. Applicable law and disputes

The Agreement shall be governed by Dutch law. The applicability of the Vienna Sales Convention to the Agreement is excluded. In principle, disputes between the parties will be settled by the competent court in Utrecht, the Netherlands.