ICIS Coaching & Counseling B.V. trading under the names Heliotropo and Unity Conscious leadership®, registration number k.v.k. 17143083, deposited at the Chamber of Commerce East Brabant in the Netherlands.

Article 1 Definitions.

  1. For the purposes of these general terms and conditions, work is understood to mean performing services without any subordination and outside employment or contracting, such as giving advice on issues in the field of personnel and organization, including recruitment and selection, all this in the broadest sense of the word and as stated in the order confirmation. (see statutory provision of Assignment, Book 7, title 7)
  2. For the application of these general terms and conditions, Client is understood to mean private and / or commercial or professional Client.
  3. For the application of these general terms and conditions, the Contractor is understood to mean Icis Coaching & Counseling BV, (established at Cor Gehrelslaan 39, 5626 HB in Eindhoven) and employees designated by it who are (co-) engaged in the execution of the assignment, acting in the exercise of their profession or business.

Article 2. The conclusion of the assignment agreement.

  1. The quotes and offers made by the Contractor are without obligation and revocable.
  2. The offer to enter into a contract for services can be made verbally or in writing by the Contractor. Only after the contract has been accepted by the Contractor, by sending a signed order confirmation, is it binding on the Contractor.
  3. These general terms and conditions apply to all Contracts, the offer to that end and / or the acceptance thereof, unless expressly agreed otherwise. Changes in these conditions must be confirmed explicitly and in writing by the Contractor. The general terms and conditions of the Client only apply to agreements entered into with the Contractor insofar as these are not in conflict with the present terms and conditions. In the event of doubt as to whether such a conflict exists, the contractor’s general terms and conditions will prevail.

Article 3. Changing and or supplementing the content of the contract for services.

  1. The Contractor and the Client are entitled to change the content of the assignment. Any such change requires the express consent of the other party.
  2. The Contractor is entitled, if and insofar as it deems this necessary and / or desirable for the proper and careful execution of the assignment, to carry out or have carried out more Activities than the Activities as agreed in nature and / or scope. The Contractor will inform the Client as soon as possible about these extra Activities. The usual fee agreements apply to these additional Activities.

Article 4. The Contractor’s obligations.

  1. The Contractor is obliged to perform the Work assigned to it or have it performed as a good and careful Contractor. If the Assignment is partly or exclusively aimed at giving advice about the filling of a vacancy at or for the benefit of the Client, the Contractor’s obligations ensuing therefrom are exclusively best efforts obligations.
  2. In principle, the Contractor determines at its own discretion the way in which it performs the Work. Although the Client is free to give further instructions, the Contractor is free to assess whether these fit within the assignment given to him and within the manner in which he wishes to execute the assignment as a good and careful Contractor.
  3. If the Client requests it, the Contractor is obliged to inform the Client in more detail. This information obligation of the Contractor is limited to the information that the Client may not be withheld in connection with the execution of the Assignment and that can also be reasonably provided.
  4. The Contractor is entitled to outsource certain Activities to (a) third party (s) without the Client’s prior permission.
  5. In the manner in which his Activities are performed, the Contractor will comply with the rules and / or regulations that apply to professionals such as Icis Coaching & Counseling B.V. in general, at the time of entering into the contract for services, at least insofar as not explicitly or tacitly deviated from.

Article 5. Liability of the Contractor.

  1. The Contractor will perform its work to the best of its ability and observe the care that can be expected from the Contractor.
  2. Insofar as the Client and the Contractor have agreed terms within which the Work must be performed in the agreement of the Assignment or during the execution of the Assignment, these terms are indicative, unless expressly agreed otherwise.
    Exceeding this will never result in a shortcoming in the fulfillment of the Contractor’s obligation and will therefore not entitle the Client to claim damages and / or termination of the agreement.
  3. The Contractor is not liable for indirect damage, by whatever name and by whomever suffered, resulting from the failure of the Contractor, and / or employees, employees or persons engaged by the Contractor employed by it, in the fulfillment of the obligations. from the assignment agreement. The liability of the Contractor for direct financial loss resulting from failure to perform by the Contractor and / or employees or employees employed by it and / or the auxiliary persons engaged by the Contractor is limited to an amount equal to the fee that The Contractor has charged the Client until the moment of the shortcoming. The contractor may set off the obligation to compensate the damage against the unpaid invoices and the resulting interest and costs.
    The Contractor is not liable for auxiliary persons engaged by the Contractor on the instructions of the Client.The Contractor can never be held liable for shortcomings resulting from the provision of incorrect or incomplete information by the Client.
  4. For other direct, indirect and / or consequential damage (including but not limited to lost profit, operating stagnation costs, loss of relations, including as a result of any delay, loss of data, exceeding a delivery term and / or defects found, direct damage to property suffered by the Client. the Contractor is not liable.
  5. The Client is obliged to notify the Contractor within two months after the Client has identified or could reasonably have identified an error in the execution of the assignment and the damage risk that may or may not ensue therefrom. If this notification is not made or is made too late, the Contractor is in no way liable to the Client. The Contractor is at all times entitled to undo the damage suffered by the Client in a manner that is consistent with and in line with the content of the assignment and the nature of the Work.
  6. The Client indemnifies the Contractor against all claims that third parties pretend and exercise against the Contractor in compensation for damage suffered, costs incurred, loss of profit and other expenses that are in any way related to and ensuing from the Contractor’s performance of the Assignment.

Article 6. The Client’s obligations.

  1. The Client is obliged to pay the agreed fee to the Contractor.
  2. If the Contractor deems this desirable, the Contractor is entitled to ask the Client for a reasonable advance on the fee for the Work still to be performed. The Contractor is entitled to suspend the start of its Work until the advance has been paid or sufficient security has been provided for this.
  3. The Contractor’s fee is determined on the basis of an hour’s fee or in the form of a fixed amount, either for a specific Assignment, or per financial year or calendar year. The payment of the fee will never depend on the outcome of the executed assignment. The sales tax is charged to the Client. If the Client requests this, the Contractor will provide an estimate of the estimated costs in connection with the Work to be performed by him and / or a third party prior to commencement of his Work. If the Client and the Contractor have not agreed a fixed amount for a particular assignment or per calendar year or financial year, the fee will be determined on the basis of the hourly fee and the total time spent by the Contractor.
  4. The amount of the hourly fee is determined by the financial interest of the Work to be performed by the Contractor, the person and experience of the Contractor and the scope of the work.
  5. The Client is obliged to reimburse the reasonable costs incurred by the Contractor in the performance of the assignment.
  6. The Client is obliged to pay the invoiced (partial) fee, as stated in the order confirmation, to the Contractor within 14 days of the date of the invoice. The Client will be in default by the mere expiry of this period. Settlement or discounts are not allowed.
  7. From the 15th day after the invoice date, the Client owes a penalty and interest equal to the percentage of the statutory interest to be increased by 3% as compensation. After each full year that the Client is in default, interest on interest must be paid until the moment that the invoice and the interest owed have been paid in full, without prejudice to the exercise of the other rights that the Contractor is entitled to by virtue of the law or the contract for services.
  8. The Contractor is always entitled to require the Client to provide sufficient security for the fulfillment of its payment obligations. As long as the Client has not provided the securities requested by the Contractor, the Contractor is entitled to suspend the execution of the agreement.

Article 7. Liability of the Client.

If the Client does not pay the fee within the agreed term, the Client will be liable to the Contractor for the extrajudicial costs to be incurred by the Contractor, which will be set at at least 15% of the outstanding amount.
This liability does not affect the exercise by the Contractor of other rights in connection with the non-payment by the Client.

Article 8. Details of the Client.

  1. The Client shall ensure that all information that the Contractor needs for the proper execution of the given Assignment, is in the desired form and is received by the Contractor in the desired form. The Client is responsible for the correctness of the information provided to the Contractor and, in that regard, is obliged to indemnify the Contractor. All information provided by the Client to the Contractor may only be used for the purpose for which it was provided.
  2. The Contractor has the right to suspend the execution of the Assignment until the moment that the Client meets the requirements set out in art. 8 paragraph 1 has fulfilled.
  3. The data built up by the Contractor are and remain the property of the Contractor. The information of the candidates for a vacancy at or for the benefit of the Client will only be made available by the Contractor to the Client after consultation with and permission from the relevant candidate.
  4. After the end of the assignment, the Client is entitled, against payment of the costs, to copies of the data accumulated by the Contractor that are relevant for the continuation of the Activities.

Article 9. Confidentiality and exclusivity.

  1. Subject to the obligations that the law imposes on him to disclose certain data, the Contractor is obliged to observe secrecy towards third parties that are not involved in the execution of the Assignment, of all information made available to him by the Client and the processing thereof obtained results. This confidentiality concerns all information of a confidential nature.
  2. The Contractor is not entitled to use the information made available to it by the Client for a purpose other than for which it was obtained.
  3. Unless explicitly stated otherwise by law or the statements of the parties, the Client will keep the documents produced by the Contractor secret. The Contractor will not use these for any other purpose than for which they have been made available to it by the Client.
  4. The contractor will impose its obligations under this article on third parties engaged by it.

Article 10. Risk of storage of information.

  1. The Contractor is obliged to carefully store the information from the Client.
  2. If the information of the Client that is stored with the Contractor or third parties is damaged or destroyed, the Contractor is not liable for this.
  3. This also applies to damage to or destruction of the information during transport or dispatch, regardless of whether the transport or dispatch was made by or on behalf of the Client or third parties.
  4. If and insofar as third parties hold the Contractor liable or pretend legal claims against the Contractor in connection with the damage or destruction of the information provided by the Client to the Contractor, the Client is obliged to indemnify the Contractor.

Article 11. Intellectual property.

  1. OThe Contractor reserves all rights with regard to the intellectual property associated with the products that it uses or has used in the performance of the agreement.
  2. The Client is expressly prohibited from using the products and the results of the Work of the Contractor, including computer programs, system designs, working methods, advice, (model) contracts and other products in the broadest sense of the word, with or without third parties. multiply, disclose or exploit directly or indirectly.
  3. The Client is not permitted to provide those products to third parties other than for the purpose of obtaining an expert opinion regarding the Contractor’s activities.

Article 12. Force majeure.

  1. If the Contractor cannot, not timely or properly fulfill its obligations under the agreement of the Assignment as a result of a cause that cannot be attributed to it, which explicitly also includes a stagnation in the regular course of affairs within the company, the fulfillment of those obligations will be suspended. until the Contractor is able to resume the Work in the agreed manner.
  2. If a force majeure situation arises on the side of the Contractor that has continued for a month, the Client is entitled to terminate the agreement in whole or in part with immediate effect in writing. The aforementioned period of one month will not apply if it cannot reasonably be required from the Client that the agreement continues even longer after the occurrence of the force majeure situation.

Article 13. Duration of the agreement.

The assignment agreement is entered into for an indefinite period of time, unless it follows from the nature of the tenor of the assignment that it has been entered into for a definite period.

Article 14. Termination of the agreement.

  1. The Client and the Contractor are at all times entitled to terminate the agreement for an indefinite period by means of cancellation. Judicial intervention is not required for this. Such cancellation must be made by registered letter and with due observance of a notice period of three months. If the Assignment Agreement has lasted less than six months, no term must be observed when giving notice.
  2. The contract for a definite period cannot be terminated prematurely unless there are urgent circumstances as a result of which it can no longer reasonably be demanded from the Client or Contractor that the contract for the contract lasts longer.
  3. The Client and the Contractor are at all times authorized to terminate the Assignment agreement with immediate effect if the Client or the Contractor:
    – has been declared bankrupt or an application has been filed for that purpose;
    – a moratorium has been granted or an application has been submitted for this;
    – discontinue operations.

Article 15. Right of retention.

The Contractor is entitled to suspend the delivery of the goods that it holds under the performance of the Contract for the Assignment of and / or for the benefit of the Client until it has received payment of the still outstanding existing payment obligations of the Client, or sufficient security has been provided for the fulfillment thereof.

Article 16. Applicable law and choice of forum.

  1. Dutch law applies exclusively to all agreements between the Client and the Contractor.
  2. All disputes related to or arising from the explanation and / or fulfillment of the Assignment agreement will be settled by the Court in ‘s-Hertogenbosch.

Eindhoven, April 2007.

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