GENERAL TERMS AND CONDITIONS FOR SERVICES 2025

BY: the private company Business Tales, established and with registered offices in Driebergen, hereinafter referred to as 'user'. 

Article 1: Definitions:

1. In these general terms and conditions, the following terms are used in the following meaning, unless expressly stated otherwise. 

'User': the user of the general terms and conditions. 

'Client': the counterparty of the user. 

'Agreement': the agreement or order for the provision of services. 

Article 2: General:

1. These terms and conditions apply to every offer, quotation and agreement between the user and a client to which the user has declared these terms and conditions applicable, insofar as the parties have not expressly deviated from these terms and conditions in writing. 
2. These terms and conditions also apply to all agreements with the user, the execution of which involves third parties. 
3. Any deviations from these general terms and conditions are only valid if they have been expressly agreed in writing in advance. 
4. The applicability of any other terms and conditions of the client is expressly rejected. 
5. If one or more of the provisions in these general terms and conditions are null and void or are annulled, the other provisions of these general terms and conditions will remain fully applicable. 
6. The User and the Client will then consult with each other in order to agree on new provisions to replace the void or annulled provisions, whereby the purpose and scope of the original provisions will be taken into account as much as possible. 

Article 3: Offers and quotations:

1. All offers are without obligation, unless a term for acceptance is stated in the offer. 
2. The quotations made by the user are without obligation; they are valid for 30 days, unless otherwise indicated. The user is only bound by the quotations if the acceptance thereof is confirmed in writing by the other party within 30 days, unless otherwise indicated. 
3. The prices in the offers and quotations mentioned are exclusive of VAT and other government levies, as well as any costs to be incurred under the agreement, including  travel expenses as well as shipping and administration costs, unless otherwise stated. 

4. If the acceptance (on minor points) deviates from the offer included in the quotation, the user is not bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless the user indicates otherwise. 

5. A composite quotation does not oblige the user to perform part of the assignment for a corresponding part of the stated price. 

6. Offers or quotations do not automatically apply to future orders. 

Article 4: Execution of the agreement:

1. User will execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship. All this on the basis of the state of science known at that time. 

2. If and to the extent that proper performance of the agreement so requires, the user has the right to have certain work carried out by third parties. 

3. The client shall ensure that all data that the user indicates is necessary or that the client reasonably should understand is necessary for the performance of the agreement, are provided to the user in a timely manner. If the data required for the performance of the agreement are not provided to the user in a timely manner, the user shall have the right to suspend the performance of the agreement and/or charge the additional costs resulting from the delay to the client at the usual rates. 

4. The user is not liable for damage of any nature whatsoever resulting from the user relying on incorrect and/or incomplete information provided by the client, unless the user should have been aware of this incorrectness or incompleteness.  

5. If it has been agreed that the agreement will be executed in phases, the user may suspend the execution of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.

6. If the user or third parties engaged by the user carry out work on the client's premises or a location designated by the client in connection with the assignment, the client shall provide the facilities reasonably required by those employees free of charge. 

7. The client indemnifies the user against any claims by third parties who suffer damage in connection with the performance of the agreement and which is attributable to the client. 

Article 5: Amendment of the agreement

1. If during the execution of the agreement it appears that it is necessary to change or supplement the work to be carried out for proper execution, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation. 

2. If the parties agree that the agreement will be amended or supplemented, the time of completion of the execution may be affected. User will inform the client of this as soon as possible. 

3. If the change or addition to the agreement will have financial and/or qualitative consequences, the user will inform the client about this in advance. 

4. If a fixed fee has been agreed, the user will indicate to what extent the change or addition to the agreement will result in an excess of this fee. 

5. By way of exception to paragraph 3, the user will not be able to charge additional costs if the change or addition is the result of circumstances that can be attributed to the user. 

Article 6: Contract duration; implementation period:

1. The agreement between the user and a client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing. 

2. If a term has been agreed upon within the term of the agreement for the completion of certain activities, this is never a fatal term. In the event of exceeding the execution term, the client must therefore give the user written notice of default.

Article 7: Fee:

1. For offers and agreements in which a fixed fee is offered or agreed, paragraphs 2, 5 and 6 to 8 of this article apply. If no fixed fee has been agreed, paragraphs 3 to 8 of this article apply. Paragraph 9 applies to all assignments with a specific agreement.

2. Parties may agree upon a fixed fee when concluding the agreement. This may be per half day or for the entire project. 

3. If no fixed fee is agreed, the fee will be determined on the basis of actual hours spent. The fee will be calculated according to the user's usual hourly rates, applicable for the period in which the work is performed, unless a different hourly rate has been agreed. 

4. The fee and any cost estimates are exclusive of VAT.

5. For orders with a term of more than 2 months, the costs due will be charged periodically, in principle per calendar month.  are brought. 

6. If the user agrees a fixed fee or hourly rate with the client, the user is nevertheless entitled to increase this fee or hourly rate.  rate. User may pass on price increases if user can demonstrate that significant price changes have occurred between the time of offer and delivery, for example with regard to wages. Furthermore, user may increase the fee if it becomes apparent during the execution of the work that the originally agreed or expected amount of work was so insufficiently estimated when concluding the agreement, and this is not attributable to user, that user cannot reasonably be expected to perform the agreed work for the originally agreed fee. 

7. User shall notify the client in writing of the intention to increase the fee or rate. User shall state the amount and date on which the increase will take effect. 

8. If the client does not wish to accept the increase in the fee or rate announced by the user, the client is entitled to terminate the agreement in writing within 7 working days after the said notification, or to cancel the order with effect from the date stated in the user's notification on which the price or rate adjustment would take effect. 

Article 8: Payment:

1. Payment must be made within 14 days after the invoice date, in a manner to be specified by the user. Objections to the amount of the invoices do not suspend the payment obligation.

2. If the client fails to pay after the term stated in paragraph 1, the client will be in default by operation of law. The client will then owe interest equal to the statutory interest. The interest on the amount due will be calculated from the moment the client is in default until the moment of payment of the full amount. 

3. In the event of (threatened) liquidation, bankruptcy, attachment or suspension of payment of the client, the user's claims on the client are immediately due and payable. 

4. User has the right to apply payments made by the client first to reduce the costs, then to reduce the accrued interest and finally to reduce the principal and the current interest. User may, without thereby being in default, refuse an offer of payment if the client indicates a different order for the allocation. User may refuse full repayment of the principal if the accrued and current interest as well as the costs are not also paid. 

Article 9: Collection costs:

1. If the client is in default or in breach of his obligations (in a timely manner), all reasonable costs incurred to obtain satisfaction out of court shall be borne by the client. In any case, in the event of a monetary claim, the client shall owe collection costs. The collection costs shall be calculated in accordance with the collection rate as advised by the Dutch Bar Association in collection cases. 

2. If the user has incurred higher costs, which were reasonably necessary, these will also be eligible for reimbursement. 

3. Any reasonable legal and enforcement costs incurred shall also be borne by the client. 

Article 10: Investigation, complaints:

1. Complaints about the work performed must be reported in writing to the user by the client within 8 days of discovery, but no later than 30 days after completion of the work in question. The notice of default must contain a description of the shortcoming that is as detailed as possible, so that the user is able to respond adequately.

2. If a complaint is justified, the user will still perform the work as agreed, unless this has demonstrably become pointless for the client. The latter must be made known in writing by the client.  

3. If it is no longer possible or meaningful to provide the agreed service, the user will only be liable within the limits of Article 13. 

Article 11: Termination:

1. Parties may enter into an agreement per assignment, for a fixed period or for an indefinite period. An agreement for a fixed period ends after the expiry of the contract period; an agreement for an indefinite period can only be terminated in writing. An agreement per assignment ends at the end of the assignment, provided that the final terms are clearly defined.

2. Written termination of an agreement for an indefinite period is only possible with due observance of the notice period of at least three months specified in the agreement. 

3. If the parties have entered into an agreement for a fixed period, extension of this agreement is possible if the client indicates in good time - one month before the end of the agreed period - that he wishes to extend the term. If extension takes place, this will be recorded in writing. 

4. If the fixed-term agreement is terminated prematurely by the client, the user is entitled to compensation for the loss of occupancy that has arisen and can be demonstrated, unless the termination is based on facts and circumstances that can be attributed entirely to the user. Furthermore, the client is then obliged to pay the invoices for work performed up to that point. The provisional results of the work performed up to that point will then also be made available to the client subject to reservation.  

5. If the client has placed an order with the user for a certain number of activities and wishes to cancel this or part of it, as referred to in paragraph 4, the following cancellation rules apply:
1. In case of cancellation within 7 days prior to the specific activity, the full amount will be charged as compensation;
2. In case of cancellation within 14 days prior to the specific activity, 75% of the agreed amount will be charged as compensation.
3. In the event of cancellation of fixed appointments in accordance with paragraph 2 outside the 14 days referred to in the previous paragraph, a compensation of 50% of the remaining fees will apply. 

6. If the fixed-term agreement is terminated prematurely by the user, the user will, in consultation with the client, ensure that any work still to be carried out is transferred to third parties, unless the termination is based on facts and circumstances that can be attributed to the client. 

7. If the transfer of the work entails additional costs for the user, these will be charged to the client. 

Article 12: Suspension and termination:

1. User is authorized to suspend the fulfillment of the obligations or to terminate the agreement if: 

• the client does not or does not fully comply with the obligations under the agreement; 
• after the conclusion of the agreement, circumstances that have come to the user's attention give good reason to fear that the client will not fulfil the obligations. If there is good reason to fear that the client will only partially or not properly fulfil the obligations, suspension is only permitted to the extent that the shortcoming justifies it; 

• the client was requested to provide security for the fulfilment of his obligations under the agreement when concluding the agreement and this security is not provided or is insufficient. As soon as security has been provided, the authority to suspend lapses, unless the fulfilment of the obligations has been unreasonably delayed as a result. 

2. Furthermore, the user is authorized to terminate the agreement (or have it terminated) if circumstances arise which are of such a nature that compliance with the agreement is impossible or can no longer be reasonably expected, or if other circumstances arise which are of such a nature that continued existence of the agreement unchanged cannot reasonably be expected. 

3. If the agreement is terminated, the user's claims on the client are immediately due and payable. If the user suspends the fulfillment of the obligations, he retains his claims under the law and the agreement. 

4. The user always retains the right to claim damages. 

Article 13: Liability:

1. If the user is liable, then this liability is limited to what is stipulated in this provision. If the user is liable for direct damage, then this liability is limited to a maximum of the amount of the payment to be made by the user's insurer, or to a maximum of twice the invoice amount, or that part of the assignment to which the liability relates. 

2. Notwithstanding the provisions of paragraph 1 of this article, in the case of an assignment with a duration of more than six months, liability shall be further limited to the portion of the fee due over the last six months.

3. Direct damage is understood to mean exclusively: 

• the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions; 
• any reasonable costs incurred to ensure that the user's defective performance complies with the agreement, unless these cannot be attributed to the user; 
• reasonable costs incurred to prevent or limit damage, to the extent that the client demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions. 

4. The user shall never be liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business stagnation. 

Article 14: Transfer of risk:

1. The risk of loss or damage to the products/services that are the subject of the agreement shall pass to the client at the time when they are legally and/or actually delivered to the client and thus come under the control of the client or a third party to be designated by the client. 

Article 15: Force Majeure:

1. The parties shall not be obliged to fulfil any obligation if they are prevented from doing so as a result of a circumstance that is not attributable to fault and for which they are not responsible under the law, a legal act or generally accepted views.

2. In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and jurisprudence, all external causes, foreseen or unforeseen, over which the user has no influence, but which prevent the user from fulfilling its obligations. This includes strikes in the user's company. 

3. The User also has the right to invoke force majeure if the circumstance that prevents (further) compliance occurs after the User should have fulfilled its obligation.

4. Parties may suspend their obligations under the agreement for the duration of the force majeure. If this period lasts longer than two months, either party shall be entitled to terminate the agreement without any obligation to pay damages to the other party. 

5. If the user has already partially fulfilled his obligations under the agreement at the time of the occurrence of force majeure or will be able to fulfil them, and the part that has been fulfilled or is yet to be fulfilled has an independent value, the user is entitled to separately invoice the part that has already been fulfilled or is yet to be fulfilled. The client is obliged to pay this invoice as if it were a separate agreement. 

Article 16: Confidentiality:

1. Both parties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from other sources in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information. 

2. If, on the basis of a statutory provision or a court ruling, the user is obliged to provide confidential information to third parties designated by law or the competent court, and the user cannot invoke a statutory right of refusal or a right of refusal recognised or permitted by the competent court, the user is not obliged to pay compensation for damages. The other party is also not entitled to terminate the agreement on the grounds of any damage caused as a result. 

Article 17: Intellectual property and copyrights:

1. Without prejudice to the provisions otherwise contained in these general terms and conditions, the user reserves the rights and powers to which the user is entitled under the Copyright Act. 

3. All documents provided by the user, such as reports, advice, agreements, etc., are exclusively intended for use by the client and may not be reproduced, made public or brought to the attention of third parties by the client without the user's prior consent, unless the nature of the documents provided dictates otherwise. 
4. The User reserves the right to use the knowledge acquired through the performance of the work for other purposes, provided that no confidential information is disclosed to third parties. 

Article 18: Non-takeover of personnel:

1. The client shall not, during the term of the agreement and for one year after its termination, in any way whatsoever, except after proper business consultation has taken place.  took place  and, according to standards of reasonableness and fairness, to employ or otherwise, directly or indirectly, have employees of the user or of companies that the user has called upon for the performance of this agreement and who have been involved in the performance of the agreement work for them. 

Article 19: Disputes:

1. The court in Amsterdam has exclusive jurisdiction to hear disputes, unless the subdistrict court has jurisdiction.  

2. The parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement. 

Article 20: Applicable law:

1. Dutch law applies to every agreement between the user and the client. 

Article 21: Amendment and location of the terms and conditions:

1. These terms and conditions are filed at the office of the Chamber of Commerce in Amsterdam. 
2. The most recently filed version or the version applicable at the time the agreement was concluded always applies.

Thus established on January 2, 2025 in Driebergen.