General Terms and Conditions Likeminds
These general terms and conditions apply to all services provided by Likeminds: consultancy, delivery and coaching. Chapter 1 covers the general section applicable to all services. Chapter 2 covers Consultancy and Advice, Chapter 3 covers Delivery and Chapter 4 covers Coaching.
CHAPTER 1 GENERAL
Article 1. Definitions
- Likeminds, registered at the Amsterdam Chamber of Commerce under the number 71575774, acting as Contractor.
- GTC: the present General Terms and Conditions of Likeminds BV
- The Client: the natural or legal person on whose behalf services are provided and/or work is performed.
- Assignment: The request to Likeminds to perform Work, or have Work performed, on behalf of the Client, against payment of the agreed Price. The Assignment is further described in the Agreement.
- Expert: A person who performs the Assignment or part of it. This may be: Likeminds itself, a subcontractor of Likeminds, or an independent self-employed contractor with whom Likeminds has agreed a so called model Agreement (“Modelovereenkomst”).
- Agreement: Contract of assignment in accordance with Article 7:400 of the Dutch Civil Code between Likeminds and The Client, in which the Assignment is laid down and to which the GTC apply.
- Party(ies): Likeminds and/or the Client and in plural Likeminds and the Client jointly.
- Work: Work and/or advice to be carried out by Likeminds or the Expert in the context of the execution of the Assignment.
- Price or Prices: The full fee for the services to be provided by Likeminds and all additional costs, such as, but not limited to, travel and accommodation expenses. Prices are always in euros and do not include VAT due.
- SOW: Statement of Work detailing weekly/monthly activities.
Article 2. Applicability
- The Agreement is formed by these GTC together with the offer letter, Agreement and SOW signed by the Client and Likeminds.
- These GTC shall apply to all pitches and presentations, offers made by Likeminds, as well as to the formation, content and performance of all Agreements concluded between Likeminds and the Client (whether orally or in writing) and to all subsequent Agreements and/or assignments, as well as to the SOW.
- In case of conflict between the applicable documents, the following order of precedence shall apply:
- The Agreement including annexes and addenda
- The GTC
- The offer
- The applicability of any purchase and or other conditions of the Client is expressly rejected.
- Deviations from these GTC shall only be permitted when expressly laid down in writing in the Agreement between Likeminds and the Client. Such deviations apply exclusively to the situation in question and no rights can be derived from them for other or future Agreements between Parties.
- If one or more provisions of these general terms and conditions are annulled or declared null and void in whole or in part by the court at any time, this shall not affect the effect of the remaining provisions.
Article 3. Quotations and offers
- All Likeminds’ quotations and offers are without obligation, unless otherwise agreed. If no acceptance period was set, an offer made by Likeminds shall in any case be deemed to have been rejected if not accepted within 14 (fourteen) days.
- Likeminds’ offers are based on the information provided by the Client. The Client guarantees that all essential information for design, execution and completion of the assignment has been provided to Likeminds in a timely and truthful manner.
- Likeminds cannot be held to a quotation or offer if the Client can reasonably understand that (part of) the quotation and offer contains an obvious mistake or slip of the pen.
- A combined quotation and/or offer does not oblige Likeminds to perform part of the quotation and offer at a corresponding part of the stated price.
- Quotations and offers do not automatically apply to future orders.
Article 4. Agreement
- The Agreement is deemed to be concluded from the day of signature by the Client or the day of dispatch of the written order confirmation by Likeminds to the Client, respectively.
- For Assignments for which by their nature and scope no offer or order confirmation is sent, the invoice shall also be regarded as the Agreement between the Parties, which shall also then be deemed to reflect the Agreement accurately and completely.
- An Agreement also comes into effect when the Parties have started its performance.
Article 5. Execution of the Agreement/Assignment
- With the Agreement, Likeminds assumes a best-efforts obligation (“inspanningsverplichting”) and therefore does not give a guarantee regarding the results of the assignment, unless expressly stated otherwise.
- Likeminds undertakes to perform the work (or have it performed) during the term of the Agreement and thereby accepts full responsibility for the proper execution of the agreed work.
- The work to be performed shall be carried out by Likeminds (or the Expert on Likeminds’ behalf) at its own discretion and risk.
- Likeminds has the right, to the extent required for the proper execution of the Agreement, to have part of the Agreement executed by third parties. Likeminds shall only do so after consultation with the Client.
- If a term was agreed within the duration of the assignment for the completion of certain work, this shall never be a fatal deadline for Likeminds. If the term of execution is exceeded, the Client shall give Likeminds written notice of default and grant Likeminds a reasonable period of time within which Likeminds has to perform.
- The Client shall ensure that all data, which Likeminds indicates are necessary for the execution of the Agreement, shall be provided to Likeminds in a timely manner. If the data required for the execution of the Agreement were not provided on time, Likeminds shall be entitled to suspend the execution of the Agreement and/or to charge the Client for the extra costs resulting from the delay, according to the usual rates. Likeminds shall furthermore not be liable for damage, of whatever nature, arising from the fact that Likeminds relied on incorrect and/or incomplete data provided by the Client, unless Likeminds should have been aware of such inaccuracy or incompleteness.
- In order for the execution of the assignment to proceed properly and as much as possible according to the time schedule, the Client shall make employees of its own organisation available in timely manner, unless the nature of the assignment dictates otherwise.
- In the event of an expert’s absence due to holidays, illness or other urgent circumstances due to which the work cannot be performed or cannot be performed appropriately, Likeminds shall, to the extent necessary, perform this work itself or appoint a replacement within a reasonable period of time but no later than 2 working weeks.
- Additional work shall be offered separately after careful coordination and shall be carried out by Likeminds as part of the Agreement after written approval by the Client. Additional work is further incurred if, as a result of providing incorrect or incomplete data by the Client, Likeminds has to reorganise the planned work. Likeminds shall be entitled to charge the costs for additional work to the Client on the basis of subsequent calculation.
- Changes to the contract will be defined in a new offer to be submitted, in addition, an addendum will be added to the already signed Agreement, as well as a new SOW.
- If changes are made in an assignment that has already been issued, this could result in Likeminds exceeding the originally agreed delivery time.
- Additional work will be charged by Likeminds to the Client in accordance with the price agreed in the Agreement.
Article 6. Prices and payment
- All prices are in euros, excluding VAT and other government levies and excluding any costs to be incurred in the context of the Agreement, such as (but not limited to) travel and accommodation costs as well as other expenses.
- If Likeminds agreed a fixed price with the Client, Likeminds is entitled to increase this price, without the Client in that case being entitled to terminate the Agreement for that reason, if the price increase results from a power or obligation under the law and/or regulations.
- The invoice will be sent to the Client monthly around the 14e of the month to the e-mail address specified by The Client.
- Payment shall be made within 14 days of the invoice date in a manner to be indicated by Likeminds in euro ́s, unless expressly agreed otherwise.
- If The Client fails to make timely payment, the Client shall be in default by operation of law and shall owe statutory (commercial) interest for the period that payment is not made.
- From the moment the Client is in default, the Client shall also be obliged to reimburse all (extra)judicial costs and execution costs incurred in connection with the collection of the amounts invoiced, without Likeminds being obliged to substantiate these costs. The extrajudicial costs are set at 15% of the principal sum, with a minimum of 250,00, excluding VAT.
- Payments shall first be applied to reduce the costs, then the interest due and finally the principal sum and current interest.
- The Client shall never be entitled to set off the amount owed by her/him to Likeminds.
- The Client is not entitled to suspend payment.
- Complaints must be notified to us in writing within 8 days of delivery, thereafter the other party shall be bound.
- Likeminds shall ensure the correct, timely and complete declaration and payment of all taxes and/or social contributions due in respect of Agreement and shall indemnify the Client against any claim in this respect.
- Likeminds may decide to make a price change per calendar year, based on European inflation rates or changing laws and regulations, as well as changing market conditions.
- Likeminds is entitled to request an advance of 15% of the total contract sum, as stated in the offer and/or Agreement. If such an advance is requested by Likeminds, the work will start when the sum of the deposit will be received by Likeminds.
Article 7. Duration and termination
- The Agreement is entered into for a definite or indefinite period as indicated in the offer and/or Agreement.
- Either party has the right to terminate this Agreement in whole or in part (prematurely) with immediate effect without written notice of default or judicial intervention, if any of the following situations arise:
- each party, if the other party claims force majeure and the force majeure period has lasted longer than 3 months or as soon as it is established that it will last longer than 3 months.
- each party, if the other party has filed for suspension of payments or if the other party is declared bankrupt.
- Furthermore, either party shall have the right to dissolve this Agreement in whole or in part with immediate effect (intermediary) without judicial intervention, if the other party fails to comply with any obligation under and/or in connection with this Agreement, which failure is of such a serious nature that the other party cannot reasonably be required to continue this Agreement, and the other party, after the expiry of the 30-day fatal deadline and after having been given written notice of default, fails to comply with this obligation or to take appropriate measures to remedy the situation.
- Either party may terminate this Agreement with two months’ written notice.
- If notice is given, the compensation as mentioned in appendix 1 shall apply. This appendix may be unilaterally adjusted annually by Likeminds.
- In case of premature termination by Likeminds, the Client shall be entitled to Likeminds’ cooperation with regard to the transfer of work still to be done to third parties. If the transfer of the work involves extra costs for Likeminds, the Client shall reimburse these costs.
Article 8. Force majeure
- If Likeminds is unable to fulfil its obligations under the Agreement or is unable to do so on time or properly, due to a cause for which it is not accountable, those obligations shall be suspended until Likeminds is able to fulfil them in the agreed manner. Force majeure shall in any case mean illness on the part of Likeminds, or at least the natural person it deploys.
- If the period in which fulfilment of Likeminds’ obligations is not possible due to force majeure lasts longer than three months, parties shall be entitled to terminate the Agreement without any right of the Client to compensation. Work which has already been performed under the Agreement, shall then be paid by the Client proportionally.
Article 9. Liability
- Likeminds shall not be liable for any damage, of whatever nature, incurred because Likeminds relied on incorrect and/or incomplete data provided by or on behalf of the Client.
- If one of the parties fails to perform one or more of its obligations under this Agreement, the other party shall give it notice of default, unless performance of the relevant obligations is already permanently impossible, in which case the defaulting party shall be immediately in default. The notice of default shall be in writing and the defaulting party shall be given a reasonable period of time to fulfil its obligations. This period shall have the character of a fatal deadline.
- Likeminds shall be liable for shortcomings in the performance of the Assignment, insofar as they are the result of incompetence, lack of craftsmanship and/or carelessness on the part of Likeminds and/or the expert engaged on its behalf. Per Assignment, liability is limited to a maximum of the invoice value of the assignment of hours worked.
- A Party that imputably fails to comply with its obligations under this Agreement towards the other Party shall be liable to that other Party for compensation of the direct damage suffered by the other Party.
- Likeminds shall only be liable for direct damage. Direct damage is exclusively understood to mean the reasonable costs incurred to establish the cause and extent of the damage, insofar as the establishment relates to damage in the sense of these terms and conditions, reasonable costs incurred to prevent or limit damage, insofar as the Client proves that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
- Likeminds shall never be liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business stagnation.
- The Client shall be obliged to assist Likeminds both in and out of court if Likeminds is sued on the basis of the first paragraph of this article and immediately do all that may be expected of the Client in such case. If the Client fails to take adequate measures, Likeminds shall be entitled, without notice of default, to do so itself. All costs and damages incurred on the part of Likeminds and third parties as a result, shall be borne in full by the Client.
- The limitations of liability included in this article do not apply if the damage is due to intent or gross negligence of Likeminds.
Article 10. Confidentiality and privacy
- The Parties shall ensure that all Confidential Information and data that become available to the Parties during the performance of the Agreement, as well as all personal data that they will obtain during the performance of the Agreement, shall be treated as strictly confidential and shall only be disclosed to third parties or experts who need this information for the performance of the work.
- Information is considered confidential if it has been notified by the other party or if it arises from the nature of the information.
- If Likeminds is obliged under a statutory provision or a judicial decision to disclose confidential information to third parties designated by law or by the competent court, Likeminds shall not be liable to pay damages or compensation and the Client shall not be entitled to dissolve the assignment on the grounds of any damage resulting from this.
- Each of the Parties shall, at the request of the other Party, immediately hand over all records relating to the Information, notes and copies based thereon and subsequently confirm in writing that they have not stored such actual records, notes and copies, including data in computer files.
- If the Client so desires, Likeminds, as well as the third party and/or the expert will have a separate confidentiality declaration or non-disclosure Agreement (NDA) signed.
Article 11. Intellectual property
- Likeminds remains entitled to the intellectual property rights that may arise on the works it produces.
- The intellectual property rights to the documentation, data, instructions, reports, results and the information contained therein belong to Likeminds.
- All documents provided by Likeminds for the benefit of the Client, such as reports, working methods, advice and contracts, may be used by the Client and may be reproduced by the Client for its own use in its own organisation. Documents provided by Likeminds may not be disclosed, reproduced or exploited by the Client or brought to the notice of third parties without Likeminds’ prior written consent, unless the nature of the documents provided dictates otherwise.
- Likeminds is not aware of any infringements of third-party rights in respect of its rendered services.
- The Client indemnifies Likeminds against claims of third parties regarding intellectual property rights on materials or data provided by the Client, which are used in the execution of the Assignment.
- Likeminds is entitled to mention the assignment and use the Client’s name for marketing purposes on its website and social media.
Article 12. Fine
- If Articles 11 or 12 are breached, the breaching party shall forfeit a fine of €10,000 (in words: ten thousand euros) per breach, which is immediately payable and not subject to judicial mitigation, as well as €250 (in words: two hundred and fifty-two euros) for each day that the breach continues, without prejudice to each party’s rights under the law to claim damages and/or performance of this Agreement, all with costs and interest.
Article 13. Restriction
- The Client (as well as all its affiliated companies) shall, both during the term of the Agreement and for a period of 2 (two) years after termination thereof, refrain from employing, approaching and/or doing business directly or indirectly – in whatever form and in whatever manner – with companies, experts and/or third parties engaged by Likeminds for the purpose of executing the Agreement. If the aforementioned is breached, the Client forfeits an immediately payable fine to Likeminds of € 10,000 for each breach and a fine of € 500 for each day that the breach continues without prejudice to the rights of each party under the law to claim damages and/or performance of this Agreement, all with costs and interest.
Article 14. Assumption of rights duties
- The Client shall not be entitled to assign any obligations under the Agreement to third parties without Likeminds’ written consent. Insofar as Likeminds may have already given written permission for a contract takeover, the Client shall at all times remain liable, together with such a third party, for the obligations under the Agreement of which these GTC form part.
Article 15. Applicable law
- All Agreements between Likeminds and the Client shall be governed exclusively by Dutch law.
- In case of disputes, disagreement and/or identification of quality problems, the contact persons of the parties will discuss the nature of the problem with each other and make a proposal for solving the problem within 7 days after the problem has been reported to the other party.
All disputes arising from these GTC, or arising from Agreements building on them, and for which no solution is found in accordance with Article 15.2, shall be submitted to the competent court.
CHAPTER 2 LIKEMINDS OFFERINGS
Article 16. General
- Likeminds works by a set pattern. It will first give a pitch or presentation and then make an offer. If the Client decides to accept Likeminds’ offer, parties will come to an Agreement whereby an SOW will also be signed. In case of a consultancy and/or advisory Assignment, only an offer letter will be signed.
- During these phases, the GTC apply:
- Offer letter
- Contract of assignment (if necessary) + addendum (if necessary)
- Insofar as Likeminds’ services consist of providing a workshop or training, Likeminds may always demand the payment due in respect thereof before its commencement, if this was quoted as such. In case of cancellation of participation in a workshop or training Likeminds shall be entitled to the costs of the relevant workshop or training if cancelled within 72 hours before the start of the workshop or training. Likeminds is entitled to charge costs if a workshop or training is rescheduled.
Article 17. Consultancy and advice
- In the consultancy and advisory phase, the problem definition is carried out and Likeminds will define what work it will perform and why and will issue an opinion in the form of a report on direction of the solution.
- The report can lead to a Delivery (programme delivery) and/or Orchestration (programme director and managed programme).
- Consultancy and advice shall take place on the basis of a fixed price per day, unless otherwise agreed. Parties will agree in advance on the maximum number of days to be spent. If the Client brings in additional requirements, Likeminds will offer additional work and start with it as soon as the Client has given his approval.
Article 18. Orchestration and Delivery
- In the Orchestration and Delivery phase, the programme is executed and delivered.
- The delivery of the leadership programme consists of modules designed in several phases, which will be described more in detail in the SOW.
- For each phase, a so-called Orchestrator will be appointed by Likeminds. The Likeminds contact who will act as Orchestrator acts as programme director and is the point of contact for the Client on all issues. The Orchestrator deals with project management and coordination of the phase of the project/programme.
- Orchestration takes place on the basis of a fixed daily rate and is charged separately.
- During each phase, the Orchestrator and the Client’s contact person will jointly roll out a theme/topic on a weekly/monthly/quarterly basis.
- A comprehensive evaluation takes place between the parties after each phase and based on this, the parties jointly decide to enter the next phase of the programme.
- The cancellation policy in Annex 1 applies to this phase.
Article 19 Delivery Partners
- Delivery Partners will be used to carry out the work. Delivery partners are independent self-employed contractors or companies or institutes with a proven track record within the themes of the Delivery programme.
- Experts are employees employed by Delivery Partners, Independent self-employed contractors or an employee of Likeminds.
- During the preparation and elaboration of the various phases, Delivery Partners and Experts will be intensively involved.
- The Experts and/or Delivery Partners involved, work on behalf of Likeminds.
- If there is a disagreement or discussion with the Delivery Partner or Expert concerned, the Orchestrator should be immediately involved by the Client.
Article 20. Price
- Each phase of the Delivery Programme has a fixed price which is invoiced to the Client in monthly instalments.
- Prices for the delivery of the relevant modules will decrease and/or increase depending on the learning needs defined in the co-creation of the learning intervention.
CHAPTER 4 COACHING
Article 21 Further definitions
The Client: Legal or natural person issuing the order. This may be the person being coached or a third party.
Coach: the person who carries out the Assignment on behalf of Likeminds.
Article 22 Execution of coaching assignment
In deviation from or in addition to and to the provisions in Chapter 1, the following provisions shall apply during the implementation of coaching.
- Likeminds’ Coach shall execute the Agreement in accordance with the guidelines and rules of conduct of The Coaching Training Institute (CTI) or similar and to the best of his/her knowledge, ability and in accordance with the requirements of good workmanship.
- Prior to the coaching, an introductory meeting will take place between Likeminds’ coach and the person being coached.
- Afterwards, Likeminds will make an offer to the Client.
- After the Client signs the offer, the coaching process will start.
- If the Client is a party other than the person being coached, Likeminds shall only report to the Client in accordance with what has been agreed with the person being coached.
- The assignment will not be referenced externally by Likeminds without the consent of the Client, or the person being coached.
- Likeminds will at all times keep the individual’s confidential information confidential.
- Termination of coaching may be with immediate effect subject to the provisions of Article 23.
- Coaching takes place in a maximum of 8 sessions. If at any time the parties decide that more coaching is necessary, Likeminds will make an adjusted offer.
- Likeminds processes the personal data provided by the Client in accordance with its privacy statement.
- The Client guarantees that data subjects whose personal data is provided have been informed about the processing of their data by Likeminds.
Article 23. Price
- Coaching at Likeminds can only be taken in the form of a package at a fixed price.
- The Client is liable for the cost of the package in advance. The coaching will commence when the fee is paid by the Client.
- Restitution of the price is not possible, not even after an interim cancellation, i.e. before the maximum number of sessions has been reached. In case Likeminds cancels, Likeminds shall, if applicable, refund the unused part.