General Terms and Conditions Green Roots Consultancy & Coaching

Definitions

The following terms have the specified meaning in these General Terms and Conditions:

Contractor:

The representative of Green Roots Consultancy & Coaching established at Meterikseweg 108, 5961CZ, Horst, the Netherlands, Chamber of Commerce number 92897932 and VAT number NL004986707B58, that uses these General Terms and Conditions for offering services in the area of consultancy and coaching.

Contracting Party:

The natural or legal person who has given a Contractor an assignment to

provide services in the area of consultancy, interim and/or coaching.

Client:

The natural person who participates in a monitoring process in the area of coaching. This may also be a Contracting Party.

Services:

All activities that have been ordered or that arise from and/or is directly linked to the assignment.

Agreement:

Every arrangement between the Contracting Party and Contractor to provide services

by the Contractor for the Contracting Party.

Article 1: Applicability of these terms and conditions

1.1 These General Terms and Conditions apply to all quotations, order confirmations and agreements where the Contractor offers or delivers services.

1.2 These General Terms and Conditions also apply to every agreement when third parties are involved for its execution.

1.3 All Articles apply to all agreements entered into by the Contractor.

1.4 If it should emerge that one or more provisions from these General Terms and Conditions from an Agreement entered into with the Contracting Party should be void or voidable, the other provisions from these General Terms and Conditions that apply to this Agreement shall remain in force unimpaired between the parties.

1.5 Any purchasing conditions or other general terms and conditions of the Contracting Party do not apply unless the Contractor has expressly accepted them in writing.

1.6 These General Terms and Conditions shall also apply to the additional assignments and follow-on assignments of the Contracting Party.

Article 2: Offers and quotations

2.1 All quotations and made offers by the Contractor are without obligation unless they include a term for acceptance. Agreements shall only commit the Contractor and the Contracting Party if they have been confirmed in writing by the Contractor.

2.2 The Contracting Party shall issue all information to the Contractor in a timely manner that the Contractor may need. The plan of action, the related quotation and the acceptance of the assignment are based on this.

2.3 If the Agreement is entered into in writing, it shall come into force on the day of signing of the Agreement by the Contractor or on the day of sending the written order confirmation by the Contractor. Approval through email is also regarded as such.

2.4 Changes to the original Agreement shall commit the Contractor for the first time if and after it has been established in writing.

2.5 The Contracting Party shall maintain strict confidentiality regarding the data that is included in the quotations issued by the Contractor.

Article 3: Order

3.1 The assignment comprises everything that has been agreed between the Contractor and the Contracting Party expressly or tacitly as well as that which arises from the nature of the assignment.

3.2 The Contractor shall determine the way in which and by which person or persons the granted assignment shall be performed. The Contracting Party shall always be informed about this. The assignment shall be carried out based on the best insight and capacity in accordance with the requirements that can be set with regard to a professional in the field of consultancy and coaching. The commitment is a best efforts obligation. This means that there is no guarantee on

the result (required or not).

3.3 The Contractor is always entitled to call in third parties after consultation and approval by the Contracting Party regarding the execution of the Agreement entered into with the Contracting Party.

3.4 For the performance of the assignment by the Contractor, a suitable location must be agreed in consultation with the Contracting Party. Contracting Party's location, Green Roots office, Meterikseweg 108 Horst or hybrid. With regard to activities at the Contracting Party's location, the Contracting Party must provide a workspace with all required facilities for the performance of the assignment.

3.5 The costs for the location, travelling expenses, expenses for possible overnight stays of

called in third parties (should this be the case) and the Contractor are at the expense of the Contracting Party. Cancellation costs for accommodation and related cancellation costs are always at the expense of the Contracting Party.

Article 4: Rates and payment terms and conditions:

4.1 All rates specified by the Contractor always exclude turnover tax and other levies that are imposed by the authorities.

4.2 If after the date on which the Agreement is realised, one or more price factors undergo an increase, the Contractor shall be entitled to increase the agreed rate accordingly provided that the rate change does not come into force within three months after entering into the Agreement. This must always take place in consultation with the Contracting Party.

4.3 Payment must always take place within fourteen (14) days after the invoice date unless otherwise specified in the order confirmation.

4.4 In the event of a coaching process, the payment must be made before the start of the first coaching day.

4.5 The Contractor is always entitled to demand payment in advance or another form of security from the Contracting Party in consultation with the Contracting Party. The Contractor is entitled to send partial invoices in relation to longer processes.

4.6 Payment must occur to one of the bank or giro accounts specified by the Contractor.

4.7 Payments made by the Contracting Party are used first to pay all interests and costs due and then to pay the longest outstanding invoices even if the Contracting Party states that the payment relates to a later invoice.

4.8 If the Contracting Party should default in relation to the (timely) compliance with the Contracting Party's obligations, all reasonable costs to ensure satisfaction and judicial and/or extrajudicial costs shall be reimbursed at the expense of the Contracting Party. The extrajudicial costs shall be calculated based on what is usual in Dutch collection practice.

Article 5: Intellectual property

5.1 All intellectual property rights and copyrights on all offers, courses, training sessions, development paths, training material, designs, illustrations, software etc. developed or made available by virtue of the Agreement are only vested on the Contractor.

5.2 The Contracting Party shall not make any other use of these than for the objective for which one thing and another have been made available to the Contracting Party. In particular, the Contracting Party shall never make the aforementioned material available to third parties.

5.3 The Contracting Party may not change or multiply the (content of the) issues specified in Article 5.1 in any way whatsoever.

5.4 The Contracting Party shall keep the aforementioned material confidential where third parties are also persons working within the organisation of the Contracting Party for whom it is not essential to use or see the relevant materials.

5.5 When the provisions in this Article are breached, the Contracting Party shall indemnify the Contractor regarding all damages or losses suffered and to be suffered by the Contractor, in particular, also in the event of claims from entitled third parties.

Article 6: Force Majeure

6.1 Neither Party shall have to comply with any obligation should the Party be impeded to do so due to force majeure. Force majeure also includes a non-attributable breach of a supplier of the Contractor.

6.2 When unforeseen circumstances start, the Parties shall try to arrive at a further arrangement of the assignment.

6.3 The Contractor is not obliged to comply with any obligations towards the Contracting Party if impeded from doing so as a result of a condition that cannot be blamed on them or, by virtue of the law, a legal act or an opinion that applies on the market that shall be at the Contractor's expense.

6.4 If the force majeure situation has lasted more than 90 days, the Parties shall be entitled to terminate the Agreement through a written termination. That which has already been performed by virtue of the Agreement entered into by the Parties shall, in this event, be settled proportionally without the Parties owing each other anything regarding the rest.

Article 7: Agreement end

7.1 The Contractor may cancel the agreements entered by the Contractor through a registered letter taking into account a notice period of one month unless the Parties have agreed otherwise in writing.

7.2 The Agreement entered into with the Contracting Party may be terminated with immediate effect by the Contractor if:

• The Contracting Party is declared bankrupt, is placed under administration,

  or the Contracting Party is granted a moratorium.

• The Contracting Party is a legal person and this legal person is dissolved.

• The Contractor hears about facts and/or circumstances after entering into the Agreement

  that gives the Contractor good grounds to fear that the Contracting Party shall not comply with the 

  obligations of this Agreement.

• The Contracting Party operates its business contrary to (legal) orders or

  government regulations.

• The Contracting Party refuses to provide the security required by the Contractor.

• The Contracting Party does not comply with the Contracting Party's obligations from the Agreement entered into with the Contractor

  even after having been given notice of default.

7.3 If one of the cases specified in (2) of this Article occurs, any possible claims of the Contractor from the Contracting Party are immediately due and payable.

Article 8: Liability/indemnification

8.1 The Contractor shall make every effort to carry out the made agreements to the best of the Contractor's insight and ability. The Contractor cannot be held liable in any way for any form of either direct or indirect damage or loss unless it concerns claims as a result of serious shortcomings or gross negligence of the Contractor.

8.2 If for whatever reason an insurance payment does not take place, the liability of the Contractor towards the Contracting Party shall be limited to the fees of the assignment to which the liability relates where a maximum of € 1,000 shall apply.

8.3 The Contractor cannot give any guarantee regarding the success and/or achieving the objectives set for the assignment. If the activities of the Contractor, including the issued recommendations, do not lead to the result intended with this by the Contracting Party, this shall be at the risk of the Contracting Party and the Contractor is not responsible for this.

8.4 The Contracting Party indemnifies the Contractor judicially and extrajudicially regarding all claims from third parties that are related to the activities in any way performed by the Contractor regarding the issued assignment.

8.5 The Contractor cannot be held liable for damages or losses suffered by participants or clients that arise from a physical or mental condition or frame of mind present at the clients before the start of the services.

8.6 The Contractor cannot be held liable for damages or loses that are due to the fact that the Contractor has based the Contract's remit on incorrect and/or incomplete issued information by the Contracting Party and/or client.

8.7 The contractor cannot be held liable for damages or loses due to changes in the dates and/or times.

8.8 Clients/Contracting Parties/participants and the Contractor are fully aware of the fact that coaching does not entail a therapeutic treatment. Coaching is not a replacement for professional, legal, medical, financial or spiritual advice.

8.9 If and insofar as the Contractor is liable for damages or losses, this liability shall be limited to the amount of the fees that the Contractor has received for the Contractor's activities within the context of this assignment where a maximum of € 1,000 shall apply.

Article 9: File and confidentiality

9.1 The Contractor keeps personal data of the clients/participants and is bound by the rules of the General Data Protection Regulation (GDPR) due to this. You can find more information about this by visiting www.green-roots.nl: see the Privacy Statement.

9.2 All material both in writing and verbal that is contributed by the Contracting Party, clients or participants, is treated confidentially by the Contractor. The Contractor and Contracting Party do not consult each other about the progress of the coaching result that does not involve the client or participant. The client and/or participant is free to announce what should be discussed during coaching if so required.

9.3 The Contractor may use specific topics from coaching or the assignment in an anonymised manner within the framework of training, intervision or supervision.

9.4 In the event of a threatening danger for the Contracting Party, the Contractor or society, the Contractor shall be entitled to disregard confidentiality and inform the competent and/or intended authorities about this.

9.5 In the event that the law or a competent authority regarding this asks that data that falls under confidential information be made public and the Contractor cannot appeal to the right of non-disclosure, the Contractor must comply with this request without being liable to pay any compensation or a claim for damages being started.

Article 10 Cancellation

10.1 Cancellations of coach sessions (individual support) must take place at least 24 hours before the agreed time. The client does not need to pay costs in relation to cancellations up to 24 hours before the appointment. The client owes 100% of the costs for cancellations within 24 hours before the appointment.

10.2 Replacement by another person arranged by the client and/or the organisation where the client works is not regarded as a cancellation.

10.3 Consultancy assignments can be cancelled free-of-charge up to 4 weeks before the starting date occurs unless agreed otherwise. The Contracting Party shall owe the following costs in relation to a later cancellation:

• Within 4 weeks before the starting date: 50%

• Within 2 weeks before the starting date: 75%

• Within 1 weeks before the starting date: 100%

10.4 The Contracting Party shall owe the following costs with regard to a cancellation of consultancy assignments after the starting date of the assignment unless agreed otherwise: Three (3) months of fees excluding turnover tax and other levies that are imposed by the authorities. The fees shall be based on the average fees of the 3 prior months before the cancellation moment.

Article 13: Complaints and dispute resolution

11.1 The Contractor believes it is important that the Contracting Party and clients are completely satisfied. If this is not the case, the Contractor would very much like to be made aware of this. Complaints must be sent in within 21 days after termination of the service that led to the complaint. When any such period is exceeded, any claim against the Contractor shall no longer apply. Complaints may be submitted both verbally and in writing.

11.2 In the event of complaints, the first objective is to discuss the dissatisfaction with the Contractor and, if possible, to remove it. After receiving a complaint, it shall be discussed as quickly as possible and certainly within 2 weeks and the Contractor shall search for solutions or further steps together with the Contracting Party. Should this not be possible for whatever reason, the Contracting Party shall be informed about this by the Contractor.

11.3 If consultation and/or mediation does not lead to a solution of the dispute, the competent legal authority in the district where the Contractor is established shall only be deemed competent to accept disputes.

11.4 Submitting the complaint shall never discharge the Contracting Party from the Contracting Party's payment obligations in relation to the Contractor.

11.5 Any agreements entered into by the Contractor shall be governed by Dutch law. All disputes that arise from an Agreement entered into with the Contractor shall be submitted to the competent legal authority of the district where the Contractor is established.