Article 1. Definitions
Article 2. Applicability of the conditions
Article 3. Formation of the assignment
Article 4. Execution of the agreement
Article 5. Force majeure
Article 6. Amendment of the agreement
Article 7. Information provision by client
Article 8. Replacement
Article 9. Fees
Article 10. Payment
Article 11. Suspension and dissolution
Article 12. Copyright
Article 13. Intellectual property
Article 14. Transfer or staff
Article 15. Transferal of rights
Article 16. Liability
Article 17. Applicable law and applicable court
Article 18. Complaints procedure

Article 1. Definitions

1. In these terms and conditions, a ‘client’ is any natural or legal person who has entered into an agreement with Essenburgh.

Article 2. Applicability of the conditions

1. These conditions apply to all offers and quotes from Essenburgh, as well as all agreements between Essenburgh and clients in relation to the handling of internal company projects and/or participation in these projects, or consultancy and research in the broadest sense of the term, hereinafter referred to as ‘assignment’.
2. Deviations from these conditions are only binding if and when they have been confirmed in writing by Essenburgh.
3. The client’s general purchase conditions do not apply unless they have been accepted by Essenburgh in writing.

Article 3. Formation of the assignment

1. All offers and quotes by Essenburgh are non-binding. The agreement between Essenburgh and the client is formed by (1) the client signing the quote, (2) by signing the client’s written confirmation or (3) when Essenburgh confirms a registration by phone or assignment by the client in writing.
2. In case an assignment is given to more than one person, each of them is personally liable for the amounts that are owed to the service provider in relation to that assignment.
3. If an assignment is directly or indirectly executed by a natural person on behalf of a legal person, this natural person can also be a private client. In that case, the natural person is considered the (co) policy maker of the legal person. In case of default of payment by the legal person, the natural person is personally liable for the payment of that declaration, whether or not it is done on behalf of the legal person or on behalf of the client as a natural person or both and whether or not at the client’s request.
4. The agreement between the client and Essenburgh will be entered into for an unlimited period of time, unless the nature of the agreement requires a set time period or the parties have explicitly agreed otherwise in writing.
5. If the parties agree to the completion of certain activities within the duration of the agreement, this is never a deadline. If the duration is breached, the client needs to inform Essenburgh of default in writing.
6. If an offer or quote is accompanied by (budget) plans, catalogs or other documents, these will remain the property of Essenburgh at all times and must be returned at the first request. They may never be reproduced or recreated in any way, passed on to third parties or given to others for consultation without Essenburgh’s prior written consent.

Article 4. Execution of the agreement

1. Essenburgh will execute the agreement to the best of their insights and abilities and in accordance with best professional practice.
2. Essenburgh has the right to have the activities executed by third parties.
3. The execution will be done by mutual consultation and after written agreement and payment of any prepayment, if one has been agreed upon.
4. It is the responsibility of the client that Essenburgh can start with the execution of the agreement on time.

Article 5. Force majeure

1. Force majeure is considered to be any circumstance beyond the control of Essenburgh which permanently or temporarily prevents performance of the agreement by Essenburgh, as well as insofar as this does not already include war, threat of war, civil war, riots, strikes, pandemics, outbreaks (examples: Coronavirus,SARS, Avian Influenza, Q-fever, Mad cow disease), exclusion of workers, transport difficulties, fire and other serious disturbances within the business of Essenburgh or its suppliers.
2. Essenburgh shall not be obliged to fulfil any obligation in the event of force majeure. In the event that, as a result of force majeure, Essenburgh is unable to perform the agreement, the client shall be obliged to pay for the work performed by Essenburgh up to that moment. The costs of relocating or shifting Essenburgh obligations arising from force majeure in accordance with this agreement shall be charged to the client as additional work.
3. In the event of force majeure, the Client shall not be entitled to dissolve the agreement and/or claim damages.

Article 6. Amendment of the agreement

1. The client has the right to cancel the assignment by registered mail.

1. • Cancellation or amendments by the client can be done free of charge up to 12 weeks before the start of the assignment.
   • In case of cancellation or amendments up to 8 weeks before the start of the assignment, the client is obliged to pay 50% of the amount quoted in the offer.
   • In case of cancellation up to 4 weeks before the start of the assignment, the client must pay 100% of the amount quoted in the offer. The cancellation costs are calculated when the assignment is meant to start.
2. If, during the execution of the agreement, it turns out that to properly execute the agreement, it is necessary to amend or add to the activities, the parties will amend the agreement on time and in mutual agreement.
3. If the parties agree that the agreement must be amended or additions must be made, this can influence the time of completion. Essenburgh will inform the client of this as soon as possible.
4. If the amendment of or addition to the agreement has financial and/or qualitative consequences, Essenburgh will inform the client of this as soon as possible.
5. If the parties have agreed to a fixed fee, Essenburgh will indicate to what extent the amendment affects the fee.

Article 7. Information provision by client

1. The client will provide all information to Essenburgh that is necessary for the execution of the assignment.
2. The client is obliged to providing any information and documents that Essenburgh might need to correctly execute the agreement at Essenburgh’s on time, in the desired form and in the desired way.
3. The client guarantees the correctness, completeness and reliability of the information and documents put at the disposal of Essenburgh, even if these come from third parties, unless the nature of the assignment indicates otherwise.
4. The client indemnifies Essenburgh of any damage in whatever form that arises from not adhering to the first paragraph of this article.
5. If the client so requests, Essenburgh will return the relevant documents.
6. If the client does not put the desired information and documents at their disposal, or not on time or not properly, and if the assignment is delayed because of that, any extra costs and extra fees that arise from that will be covered by the client.

Article 8. Replacement

1. The client, or the participant appointed by the client, can have another participant participate in the project after mutual agreement, if this has been communicated with Essenburgh before the start of the project.

Article 9. Fees

1. Various services are offered under these terms and conditions. If the client makes use of the customized courses as offered by Essenburgh Training B.V., the prices stated on offers, quotations and invoices may be exempt from VAT (pursuant to Article 11, first paragraph, part f, of the Turnover Tax Act 1968 and Article 7 of the Turnover Tax Implementation Decree 1968), unless explicitly stated otherwise. If any payment is VAT exempt, Essenburgh will communicate this in writing to the client. However, this Article 9, paragraph 1 does not guarantee exemption and no rights can be derived from it. Essenburgh will decide on an individual basis whether a VAT exemption applies. If the client makes use of the research and consulting services offered by Essenburgh Research & Consultancy B.V., the prices on offers, quotations and invoices will be shown both inclusive and exclusive of VAT.
2. Fees are in euros, unless presented in another currency.
3. The prices of goods and services are based on the known cost price at that point in time. Any increases that couldn’t have been foreseen at the time the offer was made or the agreement was concluded, can lead to price increases.
4. The parties can agree to a fixed price in relation to the service provision when the agreement is concluded.
5. If no fixed price is agreed upon, the fee in relation to the service provision can be determined on the basis of the actual hours spent on the assignment. The fee will be calculated according to Essenburgh’s usual hourly rates, which apply for the duration of the activities, unless another hourly rate has been agreed upon.
6. If no fee is agreed upon on the basis of the actual hours spent, a guide price will be agreed upon for the service provision. Essenburgh has the right to deviate from this by 10%. If it looks like the actual amount will be more than 10% higher than the guide price, Essenburgh will inform the client on time and let them know why a higher price is justified. The client has the right to cancel the part of the assignment that will lead to a price increase of over 10% in that case.
7. When the agreement is entered into, the agreed prices and hourly rates are based on the price levels at that moment. Essenburgh has the right to amend the prices.
8. Amended prices, fees and hourly rates will be communicated to the client as soon as possible.

Article 10. Payment

1. Essenburgh will invoice the client for a payment in advance.
2. Essenburgh will send the client an invoice for the payment that is due. Payment must be done by transferring to the bank account on the invoice within 14 days, without delays or settlement because of (assumed) default by Essenburgh. If the client does not pay within the agreed term, he is in default without notice. From the expiration date, Essenburgh has the right to charge the legal commercial interest. If no timely payment is made, Essenburgh has the right to suspend the execution of the agreement immediately. The client is obliged to cover any made legal and extra-legal collection costs, including the cost of collection agencies, and actual costs incurred and the salaries of bailiffs and attorneys in case of untimely payment. The extralegal collection fees are at least 15% of the amount owed by the client, with a minimum of €110.
3. In the event of liquidation, bankruptcy, attachment or suspension of payment by the client, the outstanding receivables will immediately become payable.
4. If the client refuses to cooperate with Essenburgh’s execution of the assignment, he is still obliged to pay the agreed upon price to the service provider.

Article 11. Suspension and dissolution

1. Essenburgh has the right to refuse the participation in a project of the client or a participant chosen by the client or to suspend the assignment or dissolve the agreement, if the client has not met his payment obligation on time, without prejudice to article 10.
2. The client foregoes the right to suspend any commitment arising from this agreement.

Article 12. Copyright

1. Essenburgh has the copyright of any brochures, designs, images, drawing, sketches, teaching materials, quotes and project materials published by Essenburgh unless explicitly stated otherwise. No material shall be published and/or reproduced in any way without the explicit written consent of Essenburgh.
2. Essenburgh also owns the copyright to reports, proposals and other documents arising from Essenburgh’s activities unless explicitly agreed otherwise in writing.

Article 13. Intellectual property

1. Unless the parties have agreed otherwise in writing, Essenburgh retains all absolute intellectual rights (including copyright, patent rights, trademark rights and image and design etc.) of all designs, drawings, writings, carriers of data or other information, quotes, images, sketches, models, scale models etc.
2. The mentioned absolute intellectual property rights may not be copied, showed to third parties and/or given to others for consultation or used in any other way without prior written consent from Essenburgh.
3. The client is required not to disclose any confidential information put at their disposal by Essenburgh. Confidential information shall in any case include that to which this article applies as well as company information. The client is obliged to impose a duty of confidentiality comparable to this clause on their staff and/or third parties in writing.

Article 14. Transfer or staff

1. The client will not hire the service provider’s staff (or the staff of companies that the service provider has used to execute the agreement or that are or were involved in the execution of the agreement). They will not have the client’s staff work for them directly or indirectly. This ban is in place for the duration of the agreement and until one year after the agreement has ended. There is one exception to this ban: parties can agree otherwise in writing.

Article 15. Transfer of rights

1. The rights of a party to this agreement cannot be transferred to others without the prior written consent of the other party. This clause applies as a clause with property law consequences as intended in article 3:83, second paragraph Burgerlijk Wetboek (Dutch Civil Code).

Article 16. Liability

1. Essenburgh Research & Consultancy will make an effort to execute the assignment according to their best insight and abilities.
2. Essenburgh will not accept any liability towards the client for any damage besides what their liability insurance will cover and what their insurer will pay out in such a case.
3. Except in the cases mentioned in paragraph 2, liability is limited to the amount that has been charged for the damage causing performance, or if it is in relation to a continuing performance agreement, to the invoice amount over a period of 6 (six) months. In no case will the compensation exceed €5.000,-.
4. Essenburgh will never be liable for damage caused by:
   1. any default by the client in meeting their obligations, including sufficient cooperation in the execution of the agreement.
   2. information provided by the client that was incorrect and/or incomplete and/or not on time. The client guarantees the correctness and completeness of the information essential to the project.
5. Essenburgh is never liable for indirect damage, including consequential damage, loss of profit and damage due to company stagnation.
6. Essenburgh will not be held liable if the client has the possibility of having it covered by either their insurer or by a third party.

Article 17. Applicable law and applicable court

1. Dutch law applies to every agreement between Essenburgh and a client. Disputes arising from these agreements to which these terms and conditions apply shall be submitted to the competent court in the place where Essenburgh has their registered office.

Article 18. Complaints procedure

1. Essenburgh will put in the utmost effort to guarantee the quality of its service provision. If the client/participant has remarks relating to the quality, they can contact Essenburgh via e-mail at info@essenburgh.com for the attention of Essenburgh, Quality.
2. The client is obliged to inform Essenburgh of any complaints within 8 days of delivery in writing. The complaint should be described as detailed as possible. If they do not, the client is considered to have agreed to what has been delivered and to relinquish all rights and competencies that the client has based on the law and/or this agreement.
3. A complaint can never lead to Essenburgh having to perform other activities than the ones that were agreed upon.
4. Filing a complaint does not affect the payment obligation.