General Terms and Conditions

Part 1: General

Article 1. Company
MindAtlas is established and is based in Tilburg, hereinafter referred to as MindAtlas.
MindAtlas Training, Coaching, and Consulting Terms and Conditions apply to all courses and training sessions provided by MindAtlas.
MindAtlas General Terms and Conditions are valid for the provision of services by MindAtlas in the field of coaching, business coaching and consulting, business training, and for the product Identity Compass, including the Identity Compass license training courses.

Article 2. Location of the Terms and Conditions
These terms and conditions can be found on the MindAtlas.nl website and will be provided free of charge by MindAtlas upon request. The version that applies is always the one in effect at the time the agreement is concluded.

Part 2: For the Provision of Services

Article 1. Definitions
In these terms and conditions, the following definitions apply:

Client: the natural or legal person who has indicated that they wish to make use of the services offered by MindAtlas.
Agreement: any agreement to be concluded between MindAtlas and the Client relating to the services offered by MindAtlas.

Article 2. Applicability of these Terms and Conditions
These general terms and conditions apply to all quotations and Agreements between MindAtlas and the Client, whereby MindAtlas provides services of any nature whatsoever to the Client, insofar as these general terms and conditions have not been expressly deviated from in the relevant quotation or agreement.
The applicability of any purchasing or other conditions of the Client is expressly rejected.
Deviations from these general terms and conditions are only valid if they have been expressly agreed upon in writing. Such deviations shall apply solely to the quotation or delivery of services for which they were agreed.
If any provision of these general terms and conditions is null and void or annulled, the remaining provisions of these general terms and conditions shall remain fully in force, and MindAtlas and the Client shall consult with each other to agree on new provisions to replace the null or annulled provisions, taking into account the purpose and intent of the null or annulled provision as much as possible.

Article 3. Quotations and Agreements
All quotations from MindAtlas are without obligation. Within ten (10) days after the quotation has been sent, the Client may indicate in writing that they agree to its contents. In that case, an Agreement between MindAtlas and the Client will only come into effect in accordance with the provisions stated in the quotation upon written confirmation by MindAtlas.
The prices stated in MindAtlas quotations are exclusive of VAT and other levies imposed by the government.

Article 4. Execution of the Agreement

Where necessary for proper performance of the Agreement, MindAtlas has the right to engage third parties to carry out certain work, to change the composition of its project team representatives, and to assign tasks or subtasks to other MindAtlas professionals.

The Client shall ensure that all data which MindAtlas indicates is necessary, or which the Client should reasonably understand to be necessary for performance of the Agreement, is provided to MindAtlas promptly and at the Client's own expense. If the data required for execution of the Agreement is not provided to MindAtlas on time or does not conform to the agreements, MindAtlas has the right to suspend execution of the Agreement and/or to charge the Client for additional costs resulting from the delay according to MindAtlas's standard rates.

Where necessary for the execution of the Agreement, the Client shall grant MindAtlas access to the premises, equipment, and facilities to which the Agreement relates. MindAtlas undertakes to observe all applicable security and confidentiality regulations in such cases.

MindAtlas shall not be liable for any damage, of whatever nature, arising from MindAtlas having relied on incorrect or incomplete data provided by the Client.

If it has been agreed that the Agreement will be executed in phases, MindAtlas is entitled to suspend performance of components belonging to a subsequent phase until the Client has provided written approval of the results of the preceding phase.

All work carried out at the Client's location shall be performed in half-day sessions of at least four (4) hours.

When MindAtlas professionals perform work at the Client's location, the Client shall provide, free of charge, the facilities reasonably required by those professionals, such as—where applicable—workspace with telecommunication facilities, etc. The Client shall indemnify MindAtlas against claims from third parties, including MindAtlas professionals, who suffer damage in connection with execution of the Agreement as a result of acts or omissions by the Client or due to unsafe conditions within the Client's organization.

Article 5. Duration of the Contract; Term of Execution

The Agreement is entered into for an indefinite period of time.

All (delivery) periods mentioned by MindAtlas are determined to the best of its knowledge based on the data known to MindAtlas at the time the Agreement was concluded and shall be observed as much as possible; mere exceeding of a mentioned (delivery) period does not put MindAtlas in default. MindAtlas is not bound by (delivery) periods which, due to circumstances beyond its control that have occurred after the Agreement was concluded, can no longer be met. If exceeding any term threatens to occur, MindAtlas and the Client shall consult as soon as possible.

Article 6. Amendment of the Agreement

Amendment of the Agreement is only possible if the parties reach a mutual agreement in this respect and record this in writing.

Article 7. Confidentiality

Both MindAtlas and the Client are obliged to maintain confidentiality regarding all confidential information they have obtained from each other or from another source within the framework of the Agreement. Information shall be considered confidential if it has been communicated as such by the other party or if this results from the nature of the information.

Article 8. Intellectual Property

Without prejudice to the provisions of Article 7 of these terms and conditions, MindAtlas reserves the rights and powers vested in it under the Copyright Act.

All documents provided by MindAtlas to the Client, such as reports, advice, designs, sketches, drawings, software, etc., are intended solely for use by the Client and may not be reproduced, made public, or disclosed to third parties by the Client without prior permission from MindAtlas.

If MindAtlas produces products based on instructions from the Client, the Client guarantees that no third-party rights will be infringed as a result.

Knowledge and experience already present at MindAtlas at the commencement of the work remain the property of MindAtlas; MindAtlas contributes these in the performance of the work and/or services.

MindAtlas also reserves the right to use additional knowledge and data obtained through execution of the work outside the scope of the Agreement for itself, for and by third parties, and for other purposes, provided that no confidential information of the Client is disclosed to third parties in doing so.

The Client shall not, during the term of the Agreement and for two years after its termination, employ or otherwise—except in the context of the execution of an agreement concluded with MindAtlas—directly or indirectly engage any MindAtlas professionals who were involved in the performance of the Agreement. In case of violation of this provision, the Client shall forfeit an immediately payable penalty equal to twelve times the gross monthly salary of the professional concerned, without prejudice to MindAtlas's other rights, including the right to full compensation for damages.

Article 9. Termination

Each party shall have the right to dissolve the Agreement only if the other party, after receiving proper written notice of default that is as detailed as possible and sets a reasonable period for remedying the failure, culpably fails to fulfill its essential obligations under the Agreement. Dissolution shall take place by registered letter; judicial intervention is not required.

If, by its nature and content, the Agreement does not terminate upon completion and has been entered into for an indefinite period, either party may terminate it after proper business consultation and by providing written notice of termination stating the reasons. If no specific notice period has been agreed between the parties, a reasonable period must be observed when giving notice. Neither party shall be liable to pay any compensation due to termination.

MindAtlas may terminate the Agreement, without notice of default and without judicial intervention, by written notification with immediate effect, in whole or in part, if the Client is granted (provisional) suspension of payment, if bankruptcy proceedings are initiated against the Client, or if the Client's business is liquidated or terminated other than for the purpose of restructuring or merging enterprises. MindAtlas shall never be liable to pay any compensation due to such termination.

If, at the time of termination as referred to in paragraph 1, the Client has already received performance for execution of the Agreement, such performance and the related payment obligations shall not be subject to reversal, unless MindAtlas is in default with respect to such performance. Amounts that MindAtlas invoiced before termination in connection with what it has already performed or delivered in execution of the Agreement shall remain payable in full, subject to the provisions of the preceding sentence, and shall become immediately due and payable at the time of termination.

Article 10. Claims

The claims of MindAtlas against the Client become immediately due and payable in the following cases:

If, after conclusion of the Agreement, circumstances that come to the attention of MindAtlas give it good reason to fear that the Client will not fulfill its obligations, or
If MindAtlas has requested the Client, upon conclusion of the Agreement, to provide security for compliance and such security is not forthcoming or is insufficient, or
If (provisional) suspension of payment is granted to the Client, or
If bankruptcy proceedings are initiated against the Client, or
If the Client's business is liquidated, or
If the Client's business is terminated other than for the purpose of restructuring or merging enterprises.

In the cases mentioned above, MindAtlas is authorized to suspend further execution of the Agreement or to dissolve the Agreement, all without prejudice to MindAtlas's right to claim damages.

Article 11. Defects; Complaint Periods

Complaints regarding the work performed must be reported in writing by the Client to MindAtlas within eight (8) days after discovery, but no later than fourteen (14) days after completion of the relevant work.

If a complaint is, in MindAtlas's opinion, well-founded, MindAtlas shall perform the work again as agreed, unless this has demonstrably become pointless for the Client in the meantime. This must be communicated in writing by the Client.

If the agreed service can no longer be performed or has become pointless, MindAtlas shall only be liable within the limits of Article 15.

Article 12. Fees

For quotations and Agreements in which a fixed fee is offered or agreed upon, paragraphs 2, 5, and 6 of this Article shall apply. If no fixed fee has been agreed, paragraphs 3 through 6 of this Article shall apply.

The fixed fee is exclusive of VAT and other levies imposed by the government.

If no fixed fee has been agreed, the fee shall be determined based on the actual number of hours spent. The fee shall be calculated according to the usual hourly rates of MindAtlas applicable for the period during which the work is performed.

Any cost estimates are exclusive of VAT and other levies imposed by the government.

For Agreements with a duration of more than one (1) calendar month, the costs due shall be invoiced monthly based on the total project amount divided by the duration. At the end of the contract term, the final settlement shall be made based on the actual time spent.

MindAtlas reserves the right to invoice actual costs incurred every quarter.

MindAtlas is in all cases entitled to adjust the agreed prices and rates by written notification to the Client. If the Client does not wish to accept a price or rate adjustment announced by MindAtlas as referred to in the previous sentence, the Client shall be entitled, within seven (7) working days after said notification, to terminate the Agreement in writing as of the date stated in MindAtlas's notification on which the price or rate adjustment would take effect, or to cancel the Agreement.

If separate reimbursement for travel time and travel expenses has been agreed with the Client, these will be charged at the end of the project or, for Agreements with a term of more than one (1) calendar month, monthly, based on subsequent calculation.

Article 13. Payment

Payment must be made within fourteen (14) days after the invoice date, in the manner indicated by MindAtlas, in the currency in which it is invoiced. Payments must be made free of charge and without costs for MindAtlas, without deduction, withholding, or suspension. Any objections to the invoice, which must be submitted within fourteen (14) days, do not suspend the payment obligation.

After the expiration of fourteen (14) days after the invoice date, the Client shall be in default; from the moment of default, the Client shall owe statutory interest on the amount due.

Payments made by the Client shall always first be applied to settle all due interest and costs, and secondly to settle the oldest outstanding invoices, even if the Client states that the payment relates to a later invoice.

Article 14. Collection Costs

If MindAtlas is compelled to hand over any claim against the Client for collection, the Client shall be obliged to pay the judicial and extrajudicial costs, which shall be calculated as follows:

over the first €3,000: 15%
over the amount exceeding €3,000 up to €6,000: 10%
over the amount exceeding €6,000 up to €15,000: 8%
over the amount exceeding €15,000 up to €60,000: 5%
over the amount exceeding €60,000: 3%

without prejudice to the right of MindAtlas to claim from the Client the actual costs it has incurred.

Article 15. Liability / Indemnification

MindAtlas shall be liable only for damage suffered by the Client due to shortcomings of MindAtlas in the performance of any Agreement concluded between the parties if and to the extent that:

The damage is the result of intent and/or gross negligence on the part of MindAtlas.
MindAtlas has insured, or should be deemed to have been able to insure, the risk of the occurrence of such damage, not being the result of intent and/or gross negligence, under usual conditions.

MindAtlas's liability, insofar as covered by its liability insurance, is limited to the amount paid out by the insurer.

If the insurer does not make payment in any case, or the damage is not covered by the insurance, MindAtlas's liability is limited to the invoice value of the Agreement, or at least to that part of the Agreement to which the liability relates.

MindAtlas's liability for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business interruption, is excluded.

The Client shall indemnify MindAtlas against all claims by third parties for damage suffered by those third parties arising from the application or use of the results of MindAtlas's work by the Client or by another party to whom the Client has made that result available, unless there is demonstrable intent or gross negligence on the part of MindAtlas.

Article 16. Force Majeure

In these general terms and conditions, force majeure means, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, over which MindAtlas has no control, but which prevent MindAtlas from fulfilling its obligations. Strikes within MindAtlas's organization are included therein.

MindAtlas also has the right to invoke force majeure if the circumstance preventing (further) performance occurs after MindAtlas has fulfilled its obligation.

During force majeure, MindAtlas's obligations are suspended. If the period during which MindAtlas cannot perform its obligations due to force majeure lasts longer than two (2) months, both parties are entitled to dissolve the Agreement without any obligation to pay damages in such a case.

If, at the onset of force majeure, MindAtlas has already partially fulfilled its obligations, or can only partially fulfill its obligations, it is entitled to invoice the part already performed or performable separately, and the Client is obliged to pay this invoice as if it concerned a separate contract. This does not apply if the part already performed or performable has no independent value.

Article 17. Dispute Resolution

The competent court in Utrecht shall have exclusive jurisdiction to hear disputes arising from or related to Agreements between MindAtlas and the Client, without prejudice to MindAtlas's right to submit the dispute to the competent court in the Client’s place of residence or establishment.

Article 18. Applicable Law

All Agreements between MindAtlas and the Client are governed by Dutch law.