Article 1. Definitions

 

A. Offer: the offer, whether or not verbally, which, after your acceptance, leads to an agreement (as referred to in Article 6:217 of the Dutch Civil Code).

 

B. Quotation: every offer / offer from Sensaletion B.V. that is made to the client, in response to a request to carry out an assignment.

 

C. Assignment: the service or product provided by Sensaletion B.V. is delivered.

 

D. Client: you are our client - the (legal) person - with whom Sensaletion B.V. concludes the agreement.

 

E. Cancellation: all forms of termination of the agreement.

 

F. In writing: all communication between the Client and Sensaletion B.V. that relates to the assignment electronically, via social media or otherwise.

 

G. Agreement: the agreement or agreements, both oral and written, between the Client and Sensaletion B.V. in which it is described or discussed verbally, it is stated which service Sensaletion B.V. for what fee and under what conditions.

 

H. Force majeure: in addition to what is meant by force majeure in law and jurisprudence, this includes all external causes, foreseen or unforeseen, on which Sensaletion B.V. cannot exert any influence and as a result of which Sensaletion B.V. is unable to meet its obligations.

 

I. Parties: Client and Sensaletion B.V. together.

 

J. Remuneration: the fee that has been agreed for the assignment. This may include a fixed amount, hourly rate, consultancy fee, a license fee, whether or not related to the project sum or any other fee to be agreed between the parties.

 

K. Digital content: data produced and supplied in digital form;

 

L. E-Learning: The E-Learning service of Sensaletion B.V. to the user, on the basis of a concluded agreement between both parties, consisting of making available and offering a website on which content is placed.

 

M. IP rights: All intellectual property rights and related rights, such as copyrights, trademark rights, trade name rights, database rights and neighboring rights, as well as know-how.

 

Article 2. General

 

1. Sensaletion B.V. focuses in particular on supporting entrepreneurs (with or without a team) to grow their business through Everything in the broadest sense of the word. Part of this is life coaching (coaching in the field of work/life balance issues, overall personal development, relationships, etc.). In addition, Sensaletion B.V. tools and/or courses to help entrepreneurs increase sales knowledge and become successful.

 

2. These terms and conditions apply to every offer, quotation and agreement between the Client and Sensaletion B.V., on which Sensaletion B.V. has declared this agreement applicable.

 

3. These terms and conditions also apply to any follow-up orders.

 

4. By signing a quotation or agreement or issuing a written or verbally approving order with Sensaletion B.V., the Client declares that he has taken note of the general terms and conditions and that he agrees with these terms and conditions. In an agreement entered into orally, Sensaletion B.V. always to the location of these conditions.

 

5. Any (general) terms and conditions of the Client do not apply in advance.

 

6. The articles below apply to every offer, order or agreement from or with Sensaletion B.V., insofar as the parties have not deviated from this in writing by mutual agreement.

 

7. If there is a lack of clarity about the interpretation of one or more provisions of these terms and conditions, the explanation will have to take place 'in the spirit and what Sensaletion B.V. meant."

 

8. If one or more provisions in these terms and conditions are at any time wholly or partially declared null and void, or become void or destroyed, the remainder of these terms and conditions will remain fully applicable.

 

9. The parties will enter into consultation to agree on new provisions to replace void or nullifying provisions. In doing so, the aim and intent of the original provisions are followed as much as possible.

 

Article 3. How an agreement (or order) is concluded

 

1. The agreement is concluded by offer and acceptance, i.e. after (oral or written) acceptance by the Client of the offer of Sensaletion B.V.. These general terms and conditions apply to every agreement. Until the date of conclusion of the agreement, you cannot derive any rights from the information provided by Sensaletion B.V. statements made, conversations held, statements made, commitments, etc, and everything in the broadest sense.

 

2. The offer of the assignment indicates as clearly as possible what the scope and content of the assignment is, what its duration is and what the fee is.

 

3. Sensaletion B.V. cannot be held to its quotations or offers if they contain an explicit mistake or error.

 

4. All offers and quotations by Sensaletion B.V. are entirely without obligation, unless a term of acceptance has been set.

 

5. Sensaletion B.V. has also always the right to make price changes.

 

6. The prices stated in the offer are exclusive of VAT, unless stated otherwise.

 

7. If your acceptance deviates in parts from the offer, Sensaletion B.V. is not bound by it. The agreement will then not be concluded, unless Sensaletion B.V. expressly indicates that the agreement will be concluded.

 

8. Offers and rates do not automatically apply to future assignments.

 

9. Offers are based on the information provided by the Client. The client is therefore obliged to provide all relevant information that is important for the establishment of the offer. The client is responsible for the correctness and completeness of the information provided on which the offer is based, because if Sensaletion B.V. does not have all the information, Sensaletion B.V. has the right to withdraw the offer.

 

Article 4. The execution of the agreement

 

1. Sensaletion B.V. will make every effort to perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

 

2. The Client is fully responsible for the timely and complete supply of information that is necessary to be able to carry out the assignment. This is done both on its own initiative and at the request of Sensaletion B.V..

 

3. Success is not guaranteed. The course is aimed at ensuring that the Client makes as much effort as possible to achieve the desired result. Sensaletion B.V. provides the Client with the tools to achieve the desired result. Deviations from the (final) result compared to what has been agreed are no reason for rejection, discount, compensation or dissolution of the agreement.

 

4. Sensaletion B.V. has the right at all times to adjust or change the execution of the agreement. In doing so, the agreed assignment is taken into account as much as possible. Think of the adjustment or change of a program.

 

5. The term of the agreement may differ. The term and duration is indicated in advance and depends on the course that the Client would choose at Sensaletion B.V. Exceeding the terms does not entitle you to compensation or dissolution of the agreement.

 

Article 5. Course and your obligations

 

1. An essential part of the offer of Sensaletion B.V. concerns the (long-term) cooperation between parties via a course, whereby 100% commitment from the Client is required for a good cooperation.

 

2. Only Sensaletion B.V. has the right to refuse you as a client in the program within 30 days from the confirmation of the assignment, if Sensaletion B.V. is of the opinion that there is no good match and/or to monitor the quality of the group, in the broadest sense of the word. Sensaletion B.V. reserves the right to final approval.

 

3. If the situation under article 5 paragraph 2 occurs, you are obliged to make the (down) payment. If a larger part than the down payment or the entire invoice has already been paid, Sensaletion B.V. credits the amount up to the down payment.

 

4. Sensaletion B.V. is authorized to suspend the fulfillment of the obligations of an assignment or to dissolve the agreement, if:

 

A. The Client does not, not fully or not in time, fulfill the obligations under the agreement (such as not showing up or arriving late for an appointment, paying invoices late, showing no commitment, repeatedly failing to fill in reports or generally not being coachable ). Refunds are not possible in this case;

 

B. After the conclusion of the agreement Sensaletion B.V. has become aware that circumstances give good grounds to fear that the Client will not comply with the agreement;

 

C. If, when the agreement was concluded, the Client was requested to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient;

 

D. Or if due to the delay on the part of the Client, Sensaletion B.V. it can be expected that it will fulfill the agreement under the originally agreed conditions;

 

E. Furthermore, Sensaletion B.V. is authorized to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected from Sensaletion B.V. can be required.

 

5. If a Client is entitled to periodic individual calls (such as by telephone, via Skype, Zoom or another medium), this must be drawn up in the relevant period. The Client's right to these calls lapses within (i.e. one) month, if the failure of a call is attributable to the Client. The responsibility for this lies with the Client. Alternative arrangements are only possible in mutual consultation.

 

6. The extra costs and fees arising from the delay in the execution of the assignment are caused by the failure to protect the Client (timely and/or properly).

 

7. The Client is expressly prohibited from sharing obtained documents, for example files, training material, login details for participating in an online course, to third parties and all obtained materials and documents in the broadest sense. Failure to comply with this may result in a fine imposed on the Client and, in addition, the Client can be held liable for any (consequential) damage suffered.

 

8. In order to guarantee the safety for all clients within a program, the Client is also expressly prohibited from sharing information, ideas, concepts, fantasy, documents, content, etc., in the broadest sense of the word, which cannot be shared confidentially between clients, in their own business operations.

 

9. The Client must ensure that if online tools are used in the program on which the Client could be audible (such as an online Q&A), these recordings can be made in the online environment of Sensaletion B.V. remain available. The client hereby gives its consent and grants Sensaletion B.V. the unconditional right to make recordings of his/her presence and/or performance in the context of the program, as well as to store these recordings and the (special) personal data processed therein in the learning environment, whether or not to reproduce them in edited form, broadcast or have it repeated, in any way known now or in the future without any limitation in territory, time or method of exploitation.

 

10. If the Client, on the basis of its presence and/or performance in the Program, could assert any intellectual property right, including copyrights and/or neighboring rights, the Client is deemed to transfer these fully and unconditionally by approving these terms and conditions. de Sensaletion B.V.. The Client hereby also waives the rights referred to in article 5 paragraph 1 sub a, b, c and article 45e sub a, b, and c of the Copyright Act.

 

11. If after the term of the agreement you are still entitled to a certain part/parts of a program, the Client has 1 (read: one) month to claim and use this part/parts. plan. If the Client indicates that it no longer wishes to make use of this or if the Client does not respond, insufficiently or unclearly, these rights will lapse.

 

Article 6. Engaging third parties

 

1. Sensaletion B.V. has the right to have certain activities performed by third parties (such as specialists, experts, trainers, advisors), certainly if this is required for the proper execution of the agreement. The applicability of article 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.

 

2. If third parties are deployed that influence the execution of the assignment, Sensaletion B.V. communicates if necessary.

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Article 7. Intellectual property rights

 

1. All intellectual property rights arising from the assignment (including patent right, trademark right, drawing or design right and copyright) to the results of the assignment, in the broadest sense of the word, belong to Sensaletion B.V.. Insofar as such a right can only be obtained through a deposit or registration, Sensaletion B.V. authorized to do so.

 

2. Sensaletion B.V. always has the right to mention or have its name mentioned or removed on, with or in publicity surrounding the result of the assignment in the usual manner for that result. When you receive the result without stating the name of Sensaletion B.V. If you wish to publish or reproduce this information, you must first obtain written permission from Sensaletion B.V. have to ask.

 

3. In the context of the assignment, Sensaletion B.V. (originals of the) results (such as designs, design sketches, concepts, advice, illustrations, photos, prototypes, (part) products, films, (audio and video) presentations and other materials or (electronic) files, etc.) are the property of of Sensaletion B.V., regardless of whether they have been made available to you or to third parties.

 

4. If the Client participates in a program, training, workshop, podcast, event, etc. and the Client in another way becomes acquainted with training courses, presentations, content and/or has access to the online learning environment, online environment, social media , website, etc. - in the broadest sense of the word - the Client will ensure that all information and works of Sensaletion B.V. intellectual property resides and is thereby protected.

 

5. The sale, duplication, publication and/or multiplication, in the broadest sense of the word, to third parties of what is referred to under this article is prohibited to the Client.

 

6. Sensaletion B.V. has the right, in the event of a proven violation of the rights referred to in this article, to charge a self-determined but reasonable compensation to the Client. This is without prejudice to the claim for compensation.

 

7. Sensaletion B.V. reserves the right to use knowledge gained through the performance of the work for other purposes. Sensaletion B.V. may not disclose confidential information to third parties.

 

8. After completing the assignment, both the Client and Sensaletion B.V. have no retention obligation towards each other with regard to the materials and data used.

 

Article 8. Additional provisions online content

 

1. Because a third-party platform is used to provide a course, Sensaletion B.V. cannot guarantee that the content will be available at any time and in any location.

 

2. Sensaletion B.V. reserves the right to refuse entry at any time.

 

3. Sensaletion B.V. is entitled to expand, limit or adjust the content of a course.

 

4. Client obtains a limited and personal right to use the content of a course for personal purposes. The program is intended to inspire, not to copy.

 

5. Clients may share screenshots of the content on social media to a limited extent if this material is provided with the name of Sensaletion B.V. . It is not allowed to share screen recordings.

 

6. The client is not allowed to create a similar offer in the 12 months after access to the course has been provided. After this period, the client is still not allowed to copy or sell information from the followed course.

 

7. The information provided during the course of the course remains the property of Sensaletion B.V.. It will indicate in good time until when the content is available. It is the client’s own responsibility to view the material in a timely manner and where the option is given to save it.

 

8. If a community is associated with a course, the client declares not to send spam or other unwanted messages. Acting in violation of these terms and conditions may result in immediate denial of access and use of the services of Sensaletion B.V..

 

9. It is Sensaletion B.V. free to remove any communication or other parts of the shared information at any time without further notice, if the content of such communication and information justifies its removal.

 

10. Sensaletion B.V. reserves the right to exclude clients whose behavior hinders or complicates the course of a course from further participation and, if necessary, from future participation. Exclusion does not affect the obligation to pay the costs for the relevant content.

 

Article 9. Use of the result

 

1. The Client acquires the 'right of use' of the result of the assignment in accordance with the agreed destination, provided that the Client complies with the obligations under the agreement with Sensaletion B.V..

 

2. If no agreements have been made about the destination, as referred to in paragraph 1, the right of use will be limited to that use for which the order has apparently been issued. The right of use is exclusive and non-transferable, unless the nature of the agreement opposes it or otherwise agreed.

 

3. If the result also relates to works to which the rights of third parties rest, the parties will make additional agreements on how the use of these works will be arranged.

 

4. The client does not have the right without written permission to adjust the result of the assignment, to (re)use or perform it in a wider or other way than has been agreed, or to have this done by third parties. Sensaletion B.V. may attach conditions to this permission, such as the payment of a reasonable fee.

 

5. In the event of unlawful or other use, including alteration, mutilation or impairment of the provisional or final result, Sensaletion B.V. is entitled to compensation for infringement of its rights, of at least three times the agreed compensation, or at least a compensation that is reasonably proportionate to the infringement committed, without losing any other right.

 

6. Sensaletion B.V. has the freedom to use the results and property rights for its own publicity, contract acquisition, promotion, including competitions and exhibitions, etc., and to borrow them when it comes to physical results. Sensaletion B.V. is hereby acquired. deemed to respect the interests of the Client taking into account the General Data Protection Regulation.

 

7. Sensaletion B.V. has the right to name the Client as a reference on its website without disclosing the (personal) data. If the Client expressly agrees, Sensaletion B.V. mentions the name of the Client on its website, without other (personal) data that is not necessary for the publicity on the website.

 

Article 10. Payment conditions

 

1. Sensaletion B.V. maintains a payment term of a maximum of 7 days after the invoice date, without deduction, settlement or suspension, unless otherwise agreed and stated on the invoice, unless otherwise agreed.

 

2. Invoicing is always done in advance, unless the parties agree otherwise.

 

3. It is possible to pay in installments by mutual agreement. A minimum surcharge of 5% applies for this.

 

4. If the parties agree that the Client fulfills its payment obligation in installments, the Client can still make early repayments without penalty.

 

5. A minimum deposit of €300 ex VAT applies if the Client wishes to pay in installments.

 

6. Any costs that Sensaletion B.V. for the execution of the assignment, such as materials, travel and accommodation costs, costs for prints, copies, (printing) proofs, and costs of third parties for advice, production and supervision, etc., are part of the total offer, unless the nature of the the agreement opposes or has agreed otherwise.

 

7. If the payment term is exceeded, Sensaletion B.V. a demand for payment will be sent (notice of default). If the Client does not meet its payment obligation within 14 days, the Client is in default and owes the statutory interest plus extrajudicial collection costs on the outstanding amount. This is calculated according to the (tiered) collection rate recommended by the Netherlands Bar. Execution costs and all other additional costs will also be recovered from the Client.

 

8. If the payment term is exceeded, Sensaletion B.V. the right to suspend the execution of the order or delivery of its services and/or products. This means that Sensaletion B.V. does not grant the Client access to the online environment, or does not gain access to an event, etc., until the Client pays.

 

9. In the event of non-compliance with the aforementioned payment conditions, Sensaletion B.V. the right to dissolve the agreement without court intervention. This does not directly entail a withdrawal from payment.

 

10. In the event of non-compliance with the payment conditions, Sensaletion B.V. the right to immediately stop the assignment. This does not release the Client from the payment obligation.

 

11. Any objections to the amount of the invoice must be communicated to Sensaletion B.V. immediately, but at the latest within 7 days after the first invoice. These objections do not suspend the payment obligation.

 

12. With existing customers, Sensaletion B.V. decides to deviate from the provisions of this article.

 

Article 11. Force majeure

 

1. Sensaletion B.V. is not obliged to fulfill any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not due to fault, and is not for its account under the law, a legal act or generally accepted standards.

 

2. Sensaletion B.V. also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after Sensaletion B.V. should have fulfilled his obligation.

3. Sensaletion B.V. may suspend the obligations under the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the other party.

 

4. Insofar as Sensaletion B.V. During the occurrence of force majeure, its obligations under the agreement have meanwhile been partially fulfilled or will be able to fulfill them, and the part fulfilled or to be performed has independent value, Sensaletion B.V. is entitled to separately invoice the part that has already been fulfilled or the part to be fulfilled. The Client is obliged to pay this invoice as if it were a separate agreement.

 

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Article 12. Cancellation conditions and warranty

 

1. Both Sensaletion B.V. if the Client has the right to immediately dissolve the agreement in whole or in part, whereby all amounts owed become immediately due and payable when vis-à-vis the other party;

 

A. a petition for bankruptcy;

 

B. (provisional) moratorium; • or debt restructuring, is submitted without any obligation on the part of Sensaletion B.V. to pay any damages or indemnification.

 

2. The Client also has the right to cancel the assignment only in writing or by email and in mutual consultation. Cancellation is a fact if Sensaletion B.V. has confirmed receipt of cancellation. The moment of cancellation is the date of postmark in the event of cancellation by post or the date and time of receipt of the confirmation email.

 

3. Sensaletion B.V. has the right in the event of cancellation to claim any compensation and cancellation costs, as determined in this article.

 

4. The following specific cancellation conditions apply to following an (online) program/route:

 

(Online) Programme: when following a programme, the following applies:

 

- The legal rules for online purchases of digital content on a non-material medium apply. This means that the client has no reflection period/right of withdrawal, because the digital service or digital product (in this case the online course or training), is delivered via the internet immediately after ordering (you can start immediately), with which the client has agreed. . In doing so, the client waives its cooling-off period/right of withdrawal.

 

By agreeing to the general terms and conditions, the client declares to waive his/her right of withdrawal.

 

For Sensaletion B.V., the following exceptions apply to still claim the right of withdrawal:

 

– 100% commitment is required to participate in a program. It is of course possible that there is no good combination between the Client and Sensaletion B.V., or that the program does not appear to be suitable. Therefore, despite the withdrawal of the cooling-off period/right of withdrawal, a warranty period applies up to and including 7 days after the start of the program.

 

- If you are not satisfied or in the meantime decide to stop the cooperation, for whatever reason, you must cancel this in writing by email within 7 days after the conclusion of this agreement. After these 7 days you will not receive your money back.

 

- Also you will not get your money back if you have watched more than the first 10% of the Sensaletion E-Academy footage (Intro video and 1 quarter for Episode 1) that we make available. Viewing 2 quarters and beyond from Episode 1 through Episode 12 or any of the bonus materials or downloading Exercises and Handouts from Episode 1 through Episode 12 and bonus materials will void the cancellation right. You can assume that Sensaletion B.V. makes every effort to make it a successful process.

 

– In that case, the client owes the agreed down payment and costs incurred.

 

– All received documents and other items received must be returned, returned or returned after cancellation.

 

– Access to the online environment and any other systems will be denied.

 

5. The following specific cancellation conditions apply to buying a ticket or attending/following events and workshops, for example:

 

6. Tickets/Events/Workshops/(Online) material Refunds are not possible. However, it is possible to have someone else take the place or to receive a comparable offer (think of a ticket for a new date).

 

7. In all cases, the purchase of online material is non-refundable.

 

8. Cancellation of an order must be made in writing or by email. Cancellation is a fact if Sensaletion B.V. has confirmed receipt of cancellation. The moment of cancellation is the date of postmark in the event of cancellation by post or the date and time of receipt of the cancellation email.

 

9. The contractor has the right to charge additional costs, such as costs for booked rooms, travel and accommodation costs, cancellation costs, et cetera for rescheduling appointments without reason or forgetting to make appointments.

 

10. Under the provisions of Article 9(5), only Sensaletion B.V. has the right to make alternative arrangements with the client in this regard.

 

11. Sensaletion B.V. has the right to cancel or reschedule an appointment because the agreement cannot be properly executed or because of force majeure. Think explicitly of illness, incapacity for work, deaths within family and friends.

 

12. The conditions described in this article apply in all cases and for all reasons given, so also in the event of illness or other force majeure situations on the part of the Client.

 

13. If Sensaletion B.V. imputably fails in the fulfillment of the agreement, this will not lead to a refund of the agreed price and/or compensation for damage, but Sensaletion B.V. make reasonable efforts to still comply properly. Sensaletion B.V. will not charge any costs for this.

 

Article 13. Suspension and dissolution

 

1. Sensaletion B.V. is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if the Client does not fulfill the obligations under the agreement, not fully or not on time, after the conclusion of the agreement Sensaletion B.V. Circumstances that have come to our attention give good grounds to fear that the Client will not fulfill its obligations, if the Client was requested at the conclusion of the agreement to provide security for the fulfillment of its obligations under the agreement and this security is not provided or is insufficient or if, due to the delay on the part of the Client, Sensaletion B.V. it can be expected that he will fulfill the agreement under the originally agreed conditions.

 

2. Furthermore, Sensaletion B.V. is entitled to dissolve the agreement if circumstances arise of such a nature that fulfillment of the agreement is impossible or if other circumstances arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected from Sensaletion B.V. can be required.

 

3. If the agreement is dissolved, the claims of Sensaletion B.V. immediately due and payable to the Client. If Sensaletion B.V. suspends the fulfillment of the obligations, it retains its rights under the law and the agreement.

 

4. If Sensaletion B.V. proceeds to suspension or dissolution, it is in no way obliged to compensate damage and costs thereby incurred in any way whatsoever.

 

5. If the dissolution is attributable to the Client, Sensaletion B.V. entitled to compensation for the damage, including the costs, directly and indirectly incurred as a result.

 

6. If the Client does not fulfill its obligations arising from the agreement and this non-compliance justifies dissolution, Sensaletion B.V. is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or indemnification, while the Client is obliged to pay compensation or indemnification on account of breach of contract.

 

7. If the agreement is terminated prematurely by Sensaletion B.V., Sensaletion B.V. ensure the transfer of work still to be performed to third parties in consultation with the Client. This unless the termination is attributable to the Client. If the transfer of the work for Sensaletion B.V. entails additional costs, these will be charged to the Client. The Client is obliged to pay these costs within the aforementioned term, unless Sensaletion B.V. indicates otherwise.

 

8. In the event of liquidation, of (application for) suspension of payments or bankruptcy, of attachment – ​​if and insofar as the attachment is not lifted within three months – at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client cannot can freely dispose of its assets for longer, Sensaletion B.V. free to terminate the agreement with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any compensation or compensation. The claims of Sensaletion B.V. in that case are immediately due and payable on the Client

 

Article 14. Complaints and advertising

 

1. In the event of a complaint about Sensaletion B.V., the client must first submit this complaint in writing to Sensaletion B.V. within 7 days of discovery.

 

2. The Client also has the opportunity to report clearly described defects in the delivered (online) products to Sensaletion B.V. during 7 days after delivery. If the complaint is justified, Sensaletion B.V. will try to remedy this.

 

3. When Sensaletion B.V. If no defects are reported within the stated term, any possibility of complaint lapses. Incorrect information provided by the client that leads to defects in the delivered goods is emphatically not understood by "defects".

 

4. Complaints do not entitle the Client to suspend or compensate payments.

 

5. Complaints about services (or products) provided can never be a reason for stipulating a discount, compensation or dissolution of the agreement.

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Article 15. Confidentiality

 

1. The parties are obliged to maintain confidentiality with regard to everything that has been discussed during or in the context of the execution of the assignment.

 

2. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information.

 

3. The confidentiality obligation does not apply if:

 

– Sensaletion B.V. is required to disclose under the law or a binding decision of the court or governmental body;

 

– the information becomes publicly known;

 

– Sensaletion B.V. is acting for itself in legal proceedings where this information may be of interest.

 

4. The Client is also obliged to guarantee secrecy and confidentiality between clients.

 

5. Personal data that Sensaletion B.V. are treated carefully and confidentially. Data will only be used for the stated purpose and basis. Sensaletion B.V. complies with the applicable privacy legislation, in particular the General Data Protection Regulation.

 

Article 16. Change in terms and conditions and findability

 

1. Sensaletion B.V. is at all times entitled to change or supplement these general terms and conditions.

 

2. The amended terms and conditions apply to new and existing agreements.

 

3. The most current version of the terms and conditions can always be found on the Sensaletion B.V. website.

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Article 17. Liability clause and indemnification

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1. Liability and Indemnification

 

a. If Sensaletion B.V. would be liable, this in any case does not apply to: errors or shortcomings in the material or the data/information provided by the Client;

 

b. Misunderstandings, errors or shortcomings with regard to the execution of the assignment if these are caused or caused by the actions of the Client. Think of the late or non-delivery of complete, sound and clear data/information.

 

c. Errors or shortcomings by or on behalf of Sensaletion B.V. engaged third parties. The effect of Article 6:76 of the Dutch Civil Code is excluded.

 

d. Force majeure situations.

 

2. In the event of an attributable shortcoming in the fulfillment of the agreement, Sensaletion B.V. is only liable for alternative compensation up to the invoice amount.

 

3. Sensaletion B.V. is only liable for direct damage. Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to repair the defective performance of Sensaletion B.V. to comply with the agreement, insofar as these are given to Sensaletion B.V. and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.

 

4. Sensaletion B.V. is never liable for indirect damage, including but not limited to consequential damage, loss of profit, financial loss, lost savings and damage due to business interruption.

 

5. Claims for payment of compensation expire 1 year after the day on which the client became aware or could reasonably have become aware of the damage and the possible liability of Sensaletion B.V. for that damage.

 

6. The Client indemnifies Sensaletion B.V., or if Sensaletion B.V. persons engaged, for claims from third parties arising from the applications or the use of the result of the assignment. The effect of Article 6:76 of the Dutch Civil Code (liability when using auxiliary persons) is excluded.

 

7. Should the Client fail to take adequate measures, Sensaletion B.V. has the right (without notice of default) to do so. All costs and damage on the part of Sensaletion B.V. and third parties arising as a result, are entirely at the expense and risk of the Client.

 

Article 18. Dispute resolution and applicable law

 

1. There is a dispute if one of the parties states so.

 

2. The parties will first make every effort to resolve a dispute in mutual consultation. If that fails, the parties can appeal to the court.

 

3. The agreement is exclusively governed by Dutch law, even if an obligation is wholly or partly performed abroad, or if the client involved in the legal relationship is domiciled abroad. The applicability of the Vienna Sales Convention is excluded.

 

4. The District Court of North West - Netherlands, located in Alkmaar, has exclusive jurisdiction to hear disputes or in any case the district where Sensaletion B.V. is established, unless the law prescribes otherwise. Nevertheless, Sensaletion B.V. the right to submit the dispute to the competent court according to the law.

 

These general terms and conditions were last amended on: 20 October 2022.