Terms and conditions

Terms and conditions, version 1.0, last modified on 10 December 2019

INTRODUCTION

This document contains the terms and conditions that govern the creation and execution of any agreement with Gather4Humanity.

It contains all the  rights, responsibilities and obligations that derive from it. 

Gather4Humanity looks forward to cooperate with you and/or your organisation and will always support you in an appropriate way. We are pleased to cooperate with you and do rely on a constructive cooperation. In case you may have any additional questions regarding our terms and conditions, you can contact us as follows:

Contactperson: Peter ten Hove

E-mail: info@gather4Humanity.com

Phone: 0031 (0)6 5505 8337

Article 1. Definitions

In these terms and conditions, and the agreements that are build on them, the mentioned terms have the following meaning:

1. Contractor: Gather4Humanity, registered at the Dutch Chamber of Commerce under the registration number 76105105, established at Grutto 17, 1613 SB in Grootebroek, The Netherlands, legal person thats uses these terms and conditions to offer products and/or services.

2. Client: the natural or legal person that has provided the order to render services, perform work or deliver goods.

3. Agreement: the agreement between contractor and client on providing services and/or perform work and/or providing goods.

4. Member(s): the individual or legal person representing an organisation that enroles into our community. 

5. Community: the digital environment that is created to gather and empower like-minded members.

6. Services: services to be sold, sold or delivered (both online and offline) by Gather4Humanity and that are provided by Gather4Humanity.

Article 2. General

1. The agreement consists of these terms and conditions together with the confirmation of order, signed by both the contactor and client.

2. These terms and conditions apply to all quotations and agreements between contractor and client, to the extent that parties did not explicietly agree to make an exception.  

3. The applicabilty of any purchase or other conditions by the client is explicitly being rejected. 

4. If one or more conditions of these terms and conditions are for whatever reason no longer valid  and/or are (in whole or in part) rejected or nullified by a judge, the other conditions remain in place. 

Article 3. Changes, additions, and validity

1. Changes and/or additions to any given condition in these terms and conditions and in agreements between Gather4Humanity and any natural or legal person are only valid when these were explicitly agreed on paper or by mail by both parties.  

2. "On paper" shall also mean by e-mail. The electronic system of Gather4Humanity shall be the sole prove of both the content and the time of day the specific communication was send and received.

3.  If one or more conditions of these terms and conditions are for whatever reason no longer valid  and/or are (in whole or in part) rejected or nullified by a judge, both parties to the agreement (contractor and client) will negociate on the content of any such condition(s). The content of such new condition(s) shall be kept as close as possible to that of the orginal condition(s).

Article 4. Quotations and offerings

1. All quotations and offerings by the contractor shall be without obligation, unless the quotation or offering sets a date for acceptance. If no such date was mentioned, no rights what so ever can be derived from the quotation or offering.

2. Quotations by the contractor are based on the information provided by the client. The client guarentees that (s)he provided timely and truthfully all essential information for the preparation, execution and completion of the order. 

3. Contractor can not be held liable for or obliged to fulfil a quotation or offering if the client reasonably can understand that (part of) a quotation or offering apparently contains a mistake or an error.

4. A composed quotation or offering does not oblige the contractor to execute a part of the order for a corresponding part of the the price that was set.

5. Quotations and offerings are not automaticaly valid for future orders.

Article 5. Prices

1. All prices are in Euro and without Value Added Tax (VAT), other governmental charges and travel and other expenses, like contracting third parties, that are to be made for the execution of the order. These expenses are to be paid by the client.

2. If contractor and clienst agree on a fixed price, then te contractor is entitled to raise the price, without the client being entitled to dissolve the agreement, when the raise is a direct result of jurisdiction or obligation by law or regulation or originates from a raise in cost-determining factors like the price of commodities, wages, or other causes that were reasonably not foreseeable at the time of the agreement.

3. In case of a price increase with more than 10%, other than as a direct result of changes in the agreement, the client has the right to cancel the agreement if (s)he cancels on paper within 14 days after receiving the adjusted price, unless contractor communicates to be willing to execute the price on bbasis of the original price or when the price increase rsesults from jurisdiction or an obligation under law on the contractor or when the execution is bound to be delivered after more than three monhs.

Article 6. Agreement

1. Any agreement shall be considerded effectuated as from the day of signing by the client, respectively on the date of sending a written confirmation of order by the client to the contractor.

2. The agreement shall be effectuated for an undetermined time, unless it derives from the content, nature or scope of the agreement that the agreement is effectuated for a certain period of time.

Article 7. Execution of the agreement

1. When executing the agreement, the contractor will act in a responsible way and in good faith.

2. By the agreement the contractor commits itself to an effort obligation and therefore can not guarentee the results of the order, unless otherwise stated or agreed.

3. Contractor has the right, may this be requirred for a proper execution of te agreement, to let the order in part being executed by a third party. Contractor will only use a third party after consultation with the client.

4. The applicability of articles 7:404, 7:407 (2) and 7:409 BW (Dutch Civil Code) are explicitly ruled out.

5. If within the timeframe of the order for particular deliverables specific periods were set, than these periods can never entail a fatal date. Upon exeedance of the execution time, the client shall hold the contractor in contempt. This shall be communicated on paper.

6. Contractor shall be entitled to adept any service for reasons of delivering more quality.

7. Contractor shall be entitled to decide on the group size of any (online) programme, lecture, training.

8. Contractor shall be entitled to make adjustments in the planning of in time or place of any (part of) programme, lecture, training.

9. Contractor shall be entitled to decide which teacher, lecturer, moderator or trainer to task with a programme, lecture or training, and to decide on his/her replacement

10. Contractor shall be entitled to refuse (intermediate) participation of a client at its own discretion. The client will be informed, but is not entitled to the underlying motives. In these cases Gather4Humanity will communicate on the externt to which the financial obligations will be cancelled and/or on the restitution of any payments that were received.

Article 8. Changes to the original order      

1. Adjustments relative to the original order made by the client that could not have been foreseen by the contractor and that lead to additional work and/or efforts, shall be charged by the contractor to the client in conformity with the tariff agreed in the agreement. Furthermore, additional work or efforts shall be charged if the client provided incorrect, incomplete or inaccurate information to the contractor that lead to rescheduling, re-doing or any additional working hours. Contractor is entitled to charge for additional work or hours on basis of recalculation.              

2. Requests for changes put forward by the client after provinding the order that infringe with the agreement, shall be communicated with the contractor both timely and on paper. A change or addition to the agreement is only valid if -on paper- agreed and accepted by both the contractor and client. 

Article 9. Cooperation by client

1. Client shall, asked and unasked, provide  the contractor with all relevant information, necessary for execution of the order.

2. If, for the execution of the agreed order, relevant information is not provided by the client, not timely provided or not provided in conformity with the agreement, or if the client has not lived up to his/her (information) obligations, the contractor is entitled to suspend the execution of the order.

3. In order to execute the order smoothly and timely, the client shall provide timely access to his/her resources, including staff, unless agreed otherwise. Client ensures that his/her staff is qualified and has the skills to execute the work.

4. If and to the extent that the contractor makes a request, client shall provide the contractor a free working place at his/her premises, unless another solution derives from the nature of the order. 

5. If, as a result of not providing, not timely provinding or no accurate provding of staff, data, materials and facilities by the client, additional costs are made by the contractor, then these are due by the client.

6. Client shall cooperate in a positive attitude and shall be committed to the agreed process or goal. Client shall therefor perform his/her duties and fulfill his/her obligations onder the agreement, these will also include investment in time.

Article 10. Delivery

1. Upon delivery of the agreed products or services, client is obliged to obtain it. If (s)he refuses or is negligent in providing information or instructions necessary for the delivery, the contractor is entitled to withold any (results of) products and/or services at the expense and risk of the client.

2. Contractor is entitled to execute the agreement in various phases and to send invoices for the respective phases.

3. Upon delivery, client is held to investigate the (result of) delivered products and/or services immediately.

4. Upon delivery to the client or mandated third parties, the risk of loss, damage or depreciation of products and/or services will transfer to the client.       

Article 11. Retention of title

1. All delivered products and/or services remain property of the contractor until client has fulfiled his/her payment obligation.

2. All products and/or services that fall within the scope of retention of title, shall not be resold and not be used as a currency. Furthermore, client is not entitled to pledge or impose other rights on all products and/or services that fall within the scope of retention of title.

Article 12. Cancellation

1. Both parties to the agreement may at any time decide to cancel the agreement, they do so on paper and by taking into account a cancellation period of 14 days after the agreement, unless otherwise agreed.

2. Upon written cancellation within 14 days after any agreement, the client is entitled to receive a full restitution of the sums paid. The cancellation shall be send to info@gather4humanity.com.

3. After the cancellation petriod, Gather4Humanity shall not be obliged to restitution of the paid sum or remaning obligations of client. 

4. Client is not entitled to stop term obligations, including in case (s)he no longer wishes to use the products or services under the agreement. 

5. If the client has  prematurely ended the agreement, the contractor shall be entitled for compensation because of emerged and plausible occupancy loss. The average monthly declaration amount from start until end of the agreement will be the basis for the compenstation, unless facts and circumstances underlying the cancellation make that the client is to be held responsible for the cancellation. The premature results of the execution of the order will, with reservation, be made available to the client.

6. If one of the parties gets into bankrupcy, requests for suspension of payment or terminates its business operations, the other party is entitled to cancel the agreement with immediate effect, without taking into account the cancellation period.

7. Upon premature termination by the contractor, the client is entitled to cooperation by the contractor concerning the transfer of the remaining work to third parties. If the transfer of remaining work leads to additional costs, these will be charged on the client.

 Article 13. Dissolution and/or suspension authority

1. Contractor is entitled to suspend his/her compliance with his/her obligations or to dissolute the agreement if:

a. Client does not comply with his/her obligations under the agreement or in case the contractor has substansive reasons to believe client shall fail to comply.

b. Client was asked to deliver particular reassurances for his/her fulfilment of obligations and these guarentees are not or not suffciently provided.

c. A request for liquidation of the client has been filed, the client has requested and/or obtained the rigt to suspend payment, client is declared bankrupt, client as a natural person has been placed under a personal regime for debt restructering, client has been placed under (financial) guardianship, client has lost in whole or in part  free access to his/her assets, client sells his/her business, properties of the client have been seized and this seize has not been lifted within 3 months.

2. Contractor is entitled to dissolute the agreement in case cirumstances arise of a nature that render that compliance with the agreement is impossible or otherwise circumstances arise that make that for the contractor unchanged conservation of the agreement can reasonably not be required

3. If contractor  proceeds to dissolution or his/her suspension authority, (s)he is in no way accountable for compensation of any damage or costs that may in any kind arise from it.

4. If contractor proceeds to dissolute the agreement, the claims the contractor has on client, are immediately claimable.

5. If the dissolution is attributable to the client, or contractor has to suspend the execution of the agreement as mentioned under article 8.2 of these terms and conditions, the client is obliged to compensate for resulting direct and indirect damage.       

6. Contractor can at any time request for additional reassurances and suspend the execution of the agreement when these reassurances are not provided. If the request by the contractor is not sufficiently provided, the contractor is entitled to suspend or refuse the execution of the agreement, without being accountable for compensation and without even renouncing his/her other rights that derive from the agreement, law or regulations.

Article 14. Payment conditions

1. Registration for any (online) products or services will take place via the website or, upon request, by accepting a digital invoice.

2. Payment is due within 14 days after the invoice date in a way set out by the contractor, in Euro, unless otherwise agreed.

3. Upon registration contractor sends client invoices for the products and services delivered or due. 

4. Contractor is entitled to send electronic invoices to the  e-mailaddress provided by client.

5. Any products and services are to be provided upon payment of the sum due. 

6. Contractor works with prepayment, unless agreed otherwise. 

7. Contractor offers the opportunnity to pay in multiple terms. 

8. In case of payment in terms, the first payment shall be due immediately. Hereby client takes on the obligations to comply with timely payments of the remaining terms. Client shall receive a monthly invoice which shall be due within 14 days after receiving the invoice.

9. Client is obliged to timely payment, including VAT, but no later than the agreed date. This, without discount, withholding, or settlement. 

10. The value day shall be set on the date displayed on the bank statement of contractor.

11. If client fails to pay in a timely and accurate way, (s)he will be legally in default and will be due to pay the legal commercial interest. Client will then be accountable for paying interest over each remaining month, or part of a month, whereby a part of a month will be considered to be an entire month. The interest over the amount due will be calculated from the moment client is in default until full payment of the ammount due.

12. From the moment client is in default, client is accountable for all (extra)judicial costs and the execution costs that derive from the incasso and the billed ammounts of money. The extrajudicial costs have been set on 15% of the overall sum, with a minimum of €150,00, excluding VAT, unless the law stipulates otherwise.

13. Payments will reduce first the costs, then reduce the interest that is due, and then reduce the total sum due and the legal commercial interest.

14. Contractor may, without being in default, decline an offer to payment if client decides upon another order of the imputation of the payment. Contractor may refuse a full redemption of the sum due, if this redemption does not include the interest due and/or extrajudicial or other incasso costs.

15. Reclamations on the amount on the invoice shall be made on paper and within eight days after invoice date. After this periode they will no longer be taken into account and/or processed. The client is then no longer entitled to any reclamations. Client is never entitled to settle an invoice with his/her claims on the contractor.

Article 15. Reclamations and investigation

1. If client does not make a written reclamation within eight days after establishing, or after (s)he could reasonably have found, a shortcoming in the performance by the contractor, (s)he is no longer entitled to seek compensation.

2. Client has no right to suspend his/her payment obligation, if (s)he argues to be entitled to a particular reclamation.

3. Client shall enable contractor to investigate a filed complaint.

4. In case of a well-founded complaint, contractor shall, upon his/her discretion, either repair or replace the original products and/or services, make a compensation in kind or offer a proportionate reduction on the invoice.

5. If a complaint is found to be ill-founded, the related costs for the contractor shall be on the client.

Article 16. Force majeure

1. If contractor can not, not timely or not accurate, comply with his/her obligations deriving from the agreement, due to not attributable causes, those obligations will be suspended until such a moment the contractor is able to comply in a predescribed way. Illness, passing away of relatives or friends of the contractor and/or his/her staff will by default lead to farce majeure, just as any circumstance out of the influence of contractor, or any circumstance that can lead to a situation where contractor can reasonably not be held responsible for not complying with its obligations. 

2. Contractor shall inform the client timely about any farce majeure situation.

3. If the period during which due to farce majeure the compliance with the obligations by the contractor is not possible exeeds two months, parties are - regardless of the question whether the force majeure was foreseeable- entitled to dissolve the agreement without any right to compensation for the client.  The part of the work that has been realised under the obligations deriving from the agreement will be charged.      

Article 17. Liability

1. Contractor is not liable for any damage caused to client, of any kind, that results from wrong or insufficient information provided by client and/or his/her staff or organisation. 

2. Contractor is not liable for any damage caused to client as a result of this agreement, unless and to the extent that the damage derives from intent or concious recklessness by contractor and/or his/her staff.

3. If and only to the extent that contractor might be considered liable for any kind of damage, on whatever grounds, than the liability of the contractor will by default be limmited to the maximum sum that was charged for the performance from which the damage occured, in the sense that it is limmted also to the sum for which liability has been established. 

3. The liability of the contractor is by defaul limmited to the payment as allowed by the liability insurance of the contractor and to the extent that the insurance company of contractor covers the damage inflicted and commits itself to pay for the liability.

4. Contractor is solely liable for direct damage(s).  

5. Under direct damage(s) shall only be understood the reasonable costs to determine the root cause and the scope of the damage inflicted, to the extent that the damage and the detemination relate to damage as meant in these terms and conditions, the eventual reasonable costs made to make the defective execution of the agreement comply with the agreement, to the extent that contractor can be held liable for the damage, and the reasonable costs to avoid or contain damage, to the extent that client proves that these costs have actually led to the containment of direct damage(s) as meant in these terms and conditions.  

6. Contractor shall never be liable for indirecte damage(s), which shall under any circumstances at least comprise consequential damage, lost profit, lost savings, and damage occured through business stagnation. 

7. The limitations to liability in this article shall not be valid if and to the extent that the damage is a result of deliberate actions or gross blame by the contractor or his/her subordinates.   

8. All liabilities for damage(s) by the contractor, except for acknowleged damage(s), are cancelled by the sole course of  12 months after the potential claim.

Article 18. Confidentiality 

1. Client and contractor oblige and commit themselves to confidentiality of all confidential information that they, upon execution of this agreement obtained from each other or any other third source. Information shalle be considered to be confidential if this has been reported by the other party or if this is a result of from the very nature of the information obtained.  

2. If contractor shall be held to comply with a legal obligation or a court ruling and must  share confidential information to a third party due to any such obligation, and contractor can not invoke legal privilige, than the contractor shall not be held to pay any compensation and client shall not be entitled to dissolution of the order for any damage(s) that derive from such a legal obligation.  

3. Client and contractor shall impose their obligations under this article on any third party that might be involved in executing an agreement. 

Article 19. Handling of personal data  

1. Gather4Humanity handles all personal data it collects with strict confidentiality. To the extent that we handle your personal data in order to execute our services and agreement, we shall handle it carefully and in accordance with our privacy statement. 

Article 20. Intellectual Property

1. All intellectual properties -albeit under contract for the client- concerning the develloped models, works, programmes, training modules, documents, brochures, handouts, e-mails lectures, exercises, offerings, expressions on the  internet, other documents and information that derive from activities and software of the contractor and/or inventions shall lay with the contractor or his/her license keepers, unless explicetly agreed otherwise. 

2. Intellectual properties by the contractor shall also contain, non-limitative, royalties, design rights and/or patent rights. 

3. Reproduction, dissemination or selling of the articles and materials stipulated in articles 20.1 and 20.2 is prohibited. 

4. All materials, documents, reports computer programmes, system designs, methods, advices and contracts, provided by the contractor to the client, are to be used by client and may be multiplied by client for the purpose of his/her own use in the organisation. 

5. Without prior written consent of the contractor, the client shall not be entitled to, in whole or in part, make changes, delete, otherwise edit, multiply or disclose via any medium to third parties, to provide insight, any provided materials, documents or concepts or information, unless otherwise agreed. Royalties and all other rights on intellectual property remain with the contractor. 

6. The dissemination of free provided materials is allowed, to the extent that these shall not be edited and feature the name of Gather4Humanity.

Article 21. Indemnity of third parties 

1. Client indemnifies contractor for all possible claims by third parties, that may occur in the course of the execution of the agreement and that are not a result of or attributable to contractor. 

2. Client shall support contractor both judicially and extrajudicially if contractor receives any claims as mentiond in article 21.1 and shall without delay do all that is necessary and that can reasonably be requirred. If client remains in default in taking the necessary meassures, contractor shall, without notice of default, be entitled to take the appropriate meassures. All costs and damage(s) by the contractor and third parties thar derive from this situation, are at the integral behald and risk of client. 

Article 22. Expiry period

1. Not withstanding any legal limitation periodes, the limitation period for any legal claims and defends by the client on contractor shall be set on one year. 

Article 23. Contract transfer

1. Client is not entitled to transfer any  obligation under this agreement to a third party without prior consent. To the extent that the contractor already has provided written consent for a contract transfer, client shall remain - in addition to the third party- liable for all obligations that derive from the agreement that is governed by these underlying terms and conditions.  

2. Furthermore, to the extent that client has provided written consent for a contract transfer, client shall be informed in advance by contractor and contractor shall be entitled to dissolve the agreement as from the day the transfer is being effectuated. In this circumstance, contractor shall not be liable for any damage claims that derive from the contract transfer.  

Article 24. Applicable law and competent rights  

 1. All agreements between contractor and client are exclusively governed by Dutch law and legislation.  

2. The applicability of the Vianne Sales Convention is ruled out.  

3. Notwithstanding the right of contractor to submit a dispute to any legally competent judge, disputes between parties shall first be submitted to a competent judge at the court nearest to the contractor, unless the law prescribes otherwise.