terms and conditions

1. Algemene Voorwaarden van Group Effort

Article 1. Definitions
In these general terms and conditions, the following definitions apply:
Group Effort: Group Effort B.V., Loosdrechtse Bos 19 | Office 44, 1214 RH Hilversum

Client: The counterparty of Group Effort

Article 2. Applicability of these Conditions

1. These conditions apply to every offer and agreement between Group Effort and a client, provided Group Effort has declared these conditions applicable unless explicitly and in writing deviated by the parties.
2. These conditions also apply to all agreements with Group Effort, for the execution of which third parties need to be involved.
3. If one or more provisions in these general terms and conditions are wholly or partially void or nullified at any time, the remaining provisions of these general terms and conditions shall remain applicable. In that case, the parties will consult to agree on substitute provisions, maintaining, if possible, the purpose and intent of the original provision.
4. The applicability of any purchasing or other terms of the Client are explicitly rejected.

Article 3. Quotations

1. Group Effort’s quotations are based on information provided by the client.
2. The client guarantees that, to the best of their knowledge, they will provide all essential information for the design, execution, and completion of the assignment.
3. Quotations made by Group Effort are non-binding and valid for 30 days, unless otherwise indicated. Group Effort is only bound by quotations if acceptance is confirmed in writing by the counterparty within 30 days.
4. Prices stated in a quotation or offer are exclusive of VAT unless otherwise indicated.
5. Offers or quotations do not automatically apply to future assignments.

Article 4. Execution of the Agreement

1. Group Effort will execute the agreement to the best of its insight and ability.
2. If and insofar as proper execution of the agreement requires, Group Effort has the right to have certain activities performed by third parties.
3. The client ensures that all data, as indicated by Group Effort as necessary or reasonably understood by the client to be necessary for the execution of the agreement, are provided to Group Effort in a timely manner. If the necessary data for the execution of the agreement are not provided to Group Effort on time, Group Effort has the right to suspend the execution of the agreement and/or charge the client for the additional costs resulting from the delay according to standard rates.
4. Group Effort is not liable for any damage of any kind resulting from relying on incorrect and/or incomplete data provided by the client unless such incorrectness or incompleteness should have been known to Group Effort.
5. Group Effort accepts no liability for activities carried out by third parties, provided they have entered into an agreement with the client themselves.
6. If it is agreed that the agreement will be carried out in phases, Group Effort may suspend the execution of those parts belonging to a subsequent phase until the client has approved the results of the preceding phase in writing.
7. If on-site work at the client’s location or at a location designated by the client is required for the assignment, the client shall provide the desired facilities free of charge.

Article 5. Contract Duration; Execution Period

1. The agreement is entered into for an indefinite period unless explicitly agreed otherwise in writing.
2. If a specific period for the completion of certain activities within the contract term is agreed upon, this is never a strict deadline. In the event of exceeding the execution period, the client must therefore notify Group Effort in writing to formally put them in default.
3. The assignment is financially closed upon approval by the client. The client must notify within 30 days of the invoice date. If the client does not respond within this period, it may be assumed that the settlement has been approved.
4. All items delivered to the client remain the property of Group Effort until paid for by the client.

Article 6. Changes to the Agreement

1. If, during the execution of the agreement, it appears necessary to modify or supplement the activities for proper execution, the parties will adjust the agreement accordingly in a timely and mutual consultation. Any agreement to change or supplement the agreement may affect the completion time. Group Effort will inform the client of this as soon as possible.
2. If the modification or addition to the agreement has financial and/or qualitative consequences, Group Effort shall inform the client in advance. Group Effort may charge the client for the additional costs incurred due to the amendment of the assignment.
3. If a fixed fee has been agreed upon, Group Effort shall indicate to what extent the modification or addition to the agreement results in exceeding this fee.

Article 7. Confidentiality

1. Both parties are obliged to maintain confidentiality regarding all confidential information obtained from each other or from other sources in the context of their agreement.
2. Information is considered confidential if disclosed by the other party or if it arises from the nature of the information.

Article 8. Intellectual Property

1. Notwithstanding Article 7 of these terms, Group Effort reserves the rights and powers vested in it under the Copyright Act.
2. All documents provided by Group Effort, such as reports, advice, software, etc., are solely intended for use by the client and may not be duplicated, disclosed, or made known to third parties without prior consent from Group Effort.
3. Group Effort also retains the right to use the knowledge gained from the execution of the work for other purposes, provided that no confidential information is disclosed to third parties.

Article 9. Termination

1. Both parties have the right to terminate the agreement in writing at any time, observing a notice period of at least 1 month.
2. Premature termination must be justified and confirmed in writing.
3. If terminated prematurely by the client, Group Effort is entitled to compensation, calculated based on the average monthly fee up to that point. The provisional results of the work carried out up to that time will be made available to the client.
4. In case of early termination by the client, Group Effort will, upon request and in consultation, ensure the transfer of remaining activities to third parties.
5. Any costs incurred by this transfer will be the responsibility of the client.

Article 10. Suspension and Termination of the Agreement

1. Group Effort is authorized to suspend the fulfillment of obligations or terminate the assignment if: 1.1. The client fails to meet their obligations 1.2. Circumstances come to the attention of Group Effort after entering the agreement that provide valid reasons to doubt the client’s compliance with obligations. 1.3. Group Effort requested the client to provide security for the performance of obligations upon entering the agreement, and this security is absent or insufficient.
2. In such cases, Group Effort is entitled to suspend further execution of the agreement or terminate the agreement, without prejudice to Group Effort’s right to claim compensation for damages.
3. In the event of termination of the assignment, Group Effort’s claims against the client become immediately due. If Group Effort postpones the fulfillment of obligations, it retains its rights under the law and the agreement.

Article 11. Defects; Complaint Period

1. Complaints about the work carried out must be reported in writing by the client within 8 days after discovery, but no later than 14 days after publication or delivery of the relevant work. The notice of default must contain a detailed description of the deficiency for Group Effort to respond adequately.
2. If a complaint is justified, Group Effort will still perform the work as agreed, unless this has become demonstrably pointless for the client. The client must communicate this in writing.
3. If carrying out the agreed services is no longer possible or meaningful, Group Effort shall only be liable within the limits of Article 15.

Article 12. Fee

1. Parties may agree on a fixed fee upon conclusion of the agreement. The fixed fee is exclusive of VAT, as well as any cost estimates.
2. If no fixed fee is agreed upon, the fee will be determined based on the actual hours worked. The fee will be calculated according to the usual hourly rates of Group Effort applicable during the period of the work, unless a different hourly rate has been agreed upon. All hourly rates are exclusive of VAT.
3. In assignments lasting more than one month, the due costs will be invoiced periodically unless otherwise agreed in writing.
4. Group Effort’s rates include costs for secretarial work and phone expenses. Travel and accommodation expenses will be invoiced according to the agreements in the offer.
5. If Group Effort can prove higher costs reasonably incurred, these will also be eligible for reimbursement.

Article 13. Payment

1. Payment must be made within 15 days after the invoice date, in the currency stated on the invoice and according to the method specified by Group Effort.
2. Objections regarding the amount of the invoices do not justify payment postponement.
3. After 15 days from the invoice date, the client is in default, and interest equal to the statutory rate is due on the amount owed from the moment of default. A part of a month is considered a whole month.
4. If payment is delayed for more than 1 month, Group Effort may suspend the execution of the assignment until the outstanding amount is settled.
5. In the event of liquidation, bankruptcy, or suspension of payment by the client, Group Effort’s claims and the client’s obligations towards Group Effort become immediately due.
6. Payments made by the client will first settle any outstanding interest and costs, followed by the oldest outstanding invoices, even if the client specifies otherwise.

Article 14. Indemnity

1. The client indemnifies Group Effort against third-party claims regarding intellectual property rights on data provided by the client used during the execution of the assignment.
2. When the client provides information carriers, electronic files, or software to Group Effort, they guarantee that these are free from viruses and defects.

Article 15. Liability If Group Effort is liable, the liability is as follows:

1. For accepted assignments, Group Effort has an obligation of effort. Group Effort is not liable for unachieved results. Group Effort is only liable for deficiencies in the execution of the assignment as described in the agreement.
2. Group Effort’s liability is limited to the invoice value of the assignment, or the portion of the assignment to which the liability relates.
3. In deviation from the provisions in section 2 of this article, in the case of an assignment lasting longer than six months, liability is further limited to the part of the fee due over the last six months.
4. Group Effort is never liable for indirect or consequential damages, nor damages suffered by third parties; the client must indemnify Group Effort for these. The application and use of Group Effort’s advice are entirely at the client’s risk.
5. Group Effort is not liable for damages caused by the (temporary) non-(optimal) functioning of data communication on (parts of) the World Wide Web (www).

Article 16. Specific terms for Training

1. If you wish to cancel or reschedule training, it can be done at no cost up to 30 days before the training begins.
2. For cancellations or changes within 30 days before the training, 50% of the training fee (excluding VAT) will be charged. If you wish to cancel or reschedule within 14 days before the training, the full training fee will be charged.
3. In case of unexpected unavailability, you may send a replacement participant. In the event of illness, we can transfer your participation to another training date. Alternatively, you can send a replacement participant in case of illness.

 

Article 17. Mentioning of training participants on our website

1. After conducting training, we mention the participating organizations on our website. For consultancy assignments, we mention the relevant client on our website, possibly with a description of the achieved results.
2. In these communications on our website, we use the name and logo of the respective organizations. If the client explicitly objects to this, we will remove the name and logo.

 

Article 18. Force Majeure

1. Force majeure includes, besides what is understood by law and jurisprudence, all external causes, foreseen or unforeseen, over which Group Effort has no influence, but which prevent Group Effort from fulfilling its obligations. This also includes the (non-optimal) functioning of (parts of) the World Wide Web (www).
2. Group Effort also has the right to invoke force majeure if the circumstance that prevents (further) compliance occurs after Group Effort was supposed to fulfill its obligation.
3. During force majeure, Group Effort’s obligations are suspended. If the period during which Group Effort cannot fulfill its obligations due to force majeure lasts longer than two months, both parties have the right to terminate the agreement without any obligation to pay damages.
4. If Group Effort has partially fulfilled or can only partially fulfill its obligations at the time of force majeure, Group Effort is entitled to separately invoice the completed or feasible part, but this does not apply if the completed or feasible part has no independent value.

Article 19. Complaints and Disputes

1. If a complaint or dispute arises between the client and Group Effort concerning the assignment, both parties will try to resolve it amicably through mutual consultation. This also includes the possibility of jointly submitting the dispute to an independent expert for advice or mediation.
2. The court in the city/town of Group Effort has exclusive jurisdiction over disputes, unless the district court has jurisdiction. Nonetheless, Group Effort has the right to summon its counterparty before the legally competent court.
3. Dutch law applies to every agreement between Group Effort and the client.

 

Article 20. Modification and Location of the Terms These terms are available at www.GroupEffort.nl/terms-and-conditions. The most recently deposited version applies, or the version that was valid at the time of the agreement’s conclusion.