Commercial Terms and Conditions

Definitions

Growth Center: Growth Center, established in The Hague under Chamber of Commerce no. 56462360.
Client: the person with whom Growth Center has entered into an agreement.
Parties: Growth Center and customer together.
Consumer: a customer who is also an individual and who acts as a private person.

Applicability of general terms and conditions

These terms and conditions apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Growth Center.
Parties can only deviate from these terms and conditions if they have explicitly agreed to do so in writing.
Parties explicitly exclude the applicability of additional and/or deviating general terms and conditions of the customer or of third parties.

Prices

All prices that Growth Center uses are in euros, are exclusive of VAT unless explicitly stated otherwise and include any other costs such as administration costs, levies and travel, shipping or transport costs, unless explicitly stated otherwise or otherwise agreed.
Growth Center offers different pricing for private clients, ‘solopreneurs’ and businesses.
All prices that Growth Center charges for its products or services, on its website or that are otherwise made known, Growth Center may change at any time.
The price with regard to a service is determined by Growth Center on the basis of the hours actually spent. Excluded from this are the coaching and development programs that Growth Center offers. Fixed prices apply for these programs as stated on the website.
The price is calculated according to Growth Center’s usual hourly rates, applicable for the period in which it performs the work, unless a different hourly rate has been agreed.

Consequences of late payment

If the customer does not pay within the agreed term, Growth Center is entitled to charge interest from the day the customer is in default, whereby part of a month is counted as a whole month.
If the customer is in default, he also owes extrajudicial collection costs and any compensation to Growth Center.
The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
If the customer does not pay on time, Growth Center may suspend its obligations until the customer has fulfilled its payment obligation.
In the event of liquidation, bankruptcy, seizure or suspension of payments on the part of the customer, Growth Center’s claims against the customer are immediately due and payable.
If the customer refuses to cooperate in the execution of the agreement by Growth Center, he is still obliged to pay the agreed price to Growth Center.

Right of suspension

Unless the customer is a consumer, the customer waives the right to suspend the performance of any obligation arising from this agreement.

Settlement

Unless the customer is a consumer, the customer waives his right to set off a debt owed to Growth Center against a claim against Growth Center.

Insurance

The client undertakes the following to ensure sufficient and keep insured against fire, explosion and water damage and theft:
- goods delivered necessary for the implementation of the underlying contract
- goods owned by Growth Center stored or used at the customer’s location
- goods which have been delivered subject to retention of title.

The customer makes the policy of these insurances available for inspection at Growth Center’s first request.

Guarantee

When parties have entered into an agreement with a service-providing nature, this only contains a best efforts obligation for Growth Center and therefore no obligation of result.

Performance of the agreement

Growth Center will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
Growth Center has the right to have the agreed services (partially) performed by third parties.
The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
It is the customer’s responsibility that Growth Center can start executing the agreement on time.
If the customer has not ensured that Growth Center can start the execution of the agreement in time, the resulting additional costs and/or extra hours will be borne by the customer.

Provision of information by the customer

The customer will make all information, data and documents relevant for the correct execution of the agreement available to Growth Center in a timely manner and in the desired form and manner.
The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, insofar as the nature of the agreement does not dictate otherwise.
If and insofar as the customer should request this, Growth Center will return the relevant documents.
If the customer does not provide the information, data or documents reasonably required by Growth Center, not in time or properly, and the execution of the agreement is delayed as a result, the resulting additional costs and extra hours will be borne by the customer.

Duration of the agreement regarding a service

The agreement between Growth Center and the customer regarding a service or services is entered into for the duration of 1 year, unless the nature of the agreement dictates otherwise or parties have expressly agreed otherwise in writing.
If parties have agreed on a term for the completion of certain work within the term of the agreement, this is never a strict deadline. If this term is exceeded, the customer must give Growth Center written notice of default.

Termination of a service agreement for a definite period.

The customer or consumer cannot terminate an agreement concerning a service that has been entered into for a definite period of time, no earlier than after 1 (one) year.
After expiry of the minimum term of 1 (one) year, the aforementioned agreement can be terminated by the customer with due observance of a notice period of 3 months.
After expiry of the minimum term of 1 (one) year, the aforementioned agreement can be terminated by a consumer with due observance of a notice period of 1 (one) month.
If the agreement concerning a service has been entered into for less than 1 (one) year, the agreement cannot be terminated prematurely.

Confidentiality

The customer will keep any information (in whatever form) that he receives from Growth Center a secret.
The same applies to all other information concerning Growth Center that the customer knows or can reasonably suspect to be secret or confidential, or which he can expect that its dissemination could cause damage to Growth Center.
The customer takes all necessary measures to ensure that he will keep the information referred to in paragraphs 1 and 2 a secret.
The confidentiality obligation described in this article does not apply to information:
- which was already public before the customer learned this information or which has subsequently become public without this being the result of a violation of the customer
- that is made public by the customer on based on a legal obligation
The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.

Penalty clause

If the other party violates the article of these general terms and conditions about confidentiality or about intellectual property, he forfeits an immediately due and payable fine for each violation for the benefit of the trade name.

the other party is a consumer then is fine will be € 1.000,-
the other party is a legal person then this fine will be € 5.000,-

Additionally the other party will forfeit an amount of 5% of the amount referred to in paragraph 1 for each day the violation continues.
No prior notice of default or legal proceedings are required for the forfeiture of this fine. There is also no need for any kind of damage.
Forfeiture of the fine referred to in the first paragraph of this article does not affect Growth Center’s other rights, including its right to claim compensation in addition to the fine.

Disclaimer

The customer indemnifies Growth Center against all third-party claims related to the products and/or services supplied by Growth Center.

Complaints

The customer must examine a product or service provided by Growth Center as soon as possible for any shortcomings.
If a delivered product or service does not correspond to what the customer could reasonably expect from the agreement, the customer must inform Growth Center as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
Consumers must inform Growth Center of this within 2 months after discovery of the shortcomings.
The customer provides as detailed a description as possible of the shortcoming, so that Growth Center is able to respond adequately.
The customer must demonstrate that the complaint relates to an agreement between parties.
If a complaint relates to ongoing work, this can in any case not lead to Growth Center being obliged to perform other work than has been agreed.
If the customer is dissatisfied with Growth Center’s services, the customer will inform Growth Center as soon as possible and parties will try to reach an informal solution.
If the route followed in paragraph 1 does not lead to a satisfactory solution, the customer can submit a complaint to NOBCO.

Notice of default

The customer must notify Growth Center of notice of default in writing.
It is the customer’s responsibility that a notice of default actually reaches Growth Center (on time).

Joint and several liability customer

If Growth Center enters into an agreement with multiple customers, each of them is jointly and severally liable for the full amounts owed to Growth Center under that agreement.

Liability Growth Center

Growth Center is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or willful recklessness.
If Growth Center is liable for any damage, it is only liable for direct damage arising from or related to the execution of an agreement.
Growth Center is never liable for indirect damage, such as consequential damage, lost profit, lost savings or damage to third parties.
If Growth Center is liable, this liability is limited to the amount that is paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount on which the liability relates.
All images, photos, colours, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.

Expiration period

Any right of the customer to compensation from Growth Center expires in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Right to termination

The customer has the right to terminate the agreement if Growth Center attributally fails to fulfill its obligations, unless this shortcoming does not justify termination due to its special nature or minor significance.
If the fulfillment of the obligations by Growth Center is not permanently or temporarily impossible, dissolution can only take place after Growth Center is in default.
Growth Center has the right to dissolve the agreement with the customer if the customer does not fully or not timely fulfill his obligations under the agreement, or if Growth Center has become aware of circumstances that give him good grounds to fear that the customer will not be able to fulfill its obligations properly.

Force majeure

In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by Growth Center in the fulfillment of any obligation with regard to the customer cannot be attributed to Growth Center in a situation independent of Growth Center’s will, as a result of which the fulfillment of its obligations towards the customer is wholly or partially prevented or as a result of which the fulfillment of its obligations cannot reasonably be expected of Growth Center.
The force majeure situation referred to in paragraph 1 also includes – but is not limited to: a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); default and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom outages; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
If a force majeure situation occurs as a result of which Growth Center cannot fulfill 1 or more obligations to the customer, those obligations will be suspended until Growth Center can meet them again.
From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
Growth Center does not owe any (damage) compensation in a force majeure situation, even if it benefits from any advantage as a result of the force majeure situation.

Amendment of the agreement

If after the conclusion of the agreement it appears necessary for its implementation to change or supplement its content, parties will adjust the agreement accordingly in a timely manner and in mutual consultation.

Amendment of general terms and conditions

Growth Center is entitled to amend or supplement these general terms and conditions.
Minor changes can be made at any time.
Growth Center will discuss major substantive changes with the customer in advance as much as possible.
Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

Transfer of rights

Rights of the customer from an agreement between parties cannot be transferred to third parties without the prior written consent of Growth Center.
This provision applies as a stipulation with property law effect as referred to in Section 3:83(2) of the Dutch Civil Code.

Consequences of nullity or voidability

If one or more provisions of these general terms and conditions prove to be invalid or voidable, this does not affect the other provisions of these terms and conditions.
A provision that is void or voidable will in that case be replaced by a provision that comes closest to what Growth Center had in mind when drafting the conditions on that point.

Applicable law and competent court

Any agreement between parties is exclusively governed by Dutch law.
The Dutch court in the district where Growth Center is located / has its practice / has its office has exclusive jurisdiction to hear any disputes between parties, unless the law prescribes otherwise.

Prepared on 18-09-2021