Legal
Terms & conditions
Contents
1. Definitions
- Contractor: Human Centric B.V., hereafter Human Centric.
- Client: the natural or legal person who enters into an agreement with Human Centric.
- Services: all products and services offered by Human Centric.
- Agreement: any arrangement between Human Centric and Client concerning the delivery of Services.
- Written: traditional written communication as well as by email or WhatsApp.
2. Applicability
- These terms apply to all quotations, Agreements and the performance thereof by Human Centric.
- Deviations are only valid if agreed in Writing and apply only to the specific case.
- The applicability of any purchasing or other terms of the Client is expressly rejected, unless agreed in Writing.
- These terms are primarily drafted for business clients (B2B). Where the Client is a consumer, mandatory consumer law prevails over any conflicting provision in these terms.
3. Quotations & formation of Agreement
- Quotations are valid for 30 days, unless stated otherwise.
- The Agreement is formed once the Client accepts the quotation in Writing.
- Oral commitments only bind Human Centric after Written confirmation.
4. Performance
- Human Centric will perform the Services to the best of its insight and ability.
- Human Centric may engage third parties in the performance and remains responsible for their work.
- The Client provides in good time all information reasonably necessary for proper performance.
5. Prices & payment
- All prices are excluding VAT, unless stated otherwise.
- All prices are excluding venue and catering, unless stated otherwise.
- Invoicing is in accordance with the quotation.
- Payment term: 14 days after the invoice date.
- In the event of late payment, statutory (commercial) interest is due plus extrajudicial collection costs.
- Human Centric may suspend performance until full payment has been received.
- Human Centric may adjust its rates after Written notice to the Client with a notice period of at least 2 months. For ongoing Agreements, the agreed rates continue to apply until completion of the engagement, unless the Client consents to the change.
6. Cancellation and rescheduling
- The Client may cancel or reschedule a planned Service in Writing.
- On cancellation, the following fee is due (percentage of the total quotation amount):
- more than 6 weeks before the delivery date: 10% (reservation fee)
- 4 to 6 weeks: 50%
- 2 to 4 weeks: 75%
- < 2 weeks: 100%
- Rescheduling to a new date counts as cancellation, for which half of the fee referred to in paragraph 2 is due, unless agreed in Writing.
- If circumstances require, Human Centric may reschedule a Service and will offer reasonable alternatives.
7. Intellectual property & usage licence
- All materials developed by Human Centric (presentations, hand-outs, e-learning, etc.) remain the property of Human Centric, unless agreed in Writing.
- The Client obtains a non-exclusive, non-transferable licence to use the materials within its own organisation, including employees, secondees and group companies of the Client.
- The materials may not be published, reproduced or provided to third parties without prior Written permission.
- With the Client's Written permission, Human Centric may use (parts of) the work delivered for promotional purposes.
8. Confidentiality
- The parties keep all confidential information strictly confidential.
- In the event of breach, the aggrieved party is entitled to full compensation under applicable law.
9. Liability
- Human Centric is only liable for direct loss resulting from an attributable failure, up to a maximum of twice the invoice amount of the relevant Agreement (excluding VAT) with an absolute maximum of € 250,000.
- Human Centric is not liable for indirect loss (such as consequential or business loss), except in cases of intent or wilful recklessness.
- Claims lapse 12 months after the date the loss occurred.
10. Force majeure
- Neither party is required to perform if prevented from doing so by force majeure.
- If force majeure lasts longer than 30 days, either party may terminate the Agreement in Writing without compensation; amounts already paid for Services not delivered will be refunded on a pro-rata basis.
11. Personal data
- Personal data is processed in accordance with Human Centric's Privacy Statement.
- Where legally required, the parties will conclude a data processing agreement in accordance with article 28 GDPR.
12. Complaints, governing law & disputes
- Complaints regarding the performance of a Service must be reported to Human Centric in Writing and with reasons within 30 days of the relevant performance. We respond to the complaint within 14 days and make every effort to reach a suitable solution.
- Dutch law applies to all Agreements.
- Disputes are submitted exclusively to the competent court in the place of business of Human Centric, unless mandatory law provides otherwise.
- The parties first endeavour to resolve any dispute amicably.
13. Changes
- Human Centric may amend these terms.
- Changes take effect 30 days after publication at www.humancentric.nl/en/terms.
- Existing Agreements remain subject to the terms under which they were entered into, unless the Client agrees to the change.