Disclaimer:
Concerning this translation, Immens Emotional Intelligence Improvement indicates that in case of any ambiguities or uncertainties related to the translation between the Dutch and English languages, the wording, meaning, and intention of the general terms and conditions stated in Dutch are leading.

A. General
In these general terms and conditions, the following definitions apply:
1. Client: the natural person or legal entity that has instructed the Contractor to perform Work.
2. Contractor: Immens Emotional Intelligence Improvement concludes the Agreement and applies these general terms and conditions. All Agreements, excluding Articles 7:404 and 7:407, paragraph 2 of the Civil Code, are concluded with the Contractor and executed exclusively by the Contractor. This also applies if it is the express or tacit intention of the Client that a specific person or persons will carry out the Work.
3. Work: all Work that has been ordered or carried out by the Contractor for other reasons. The preceding applies in the broadest sense of the word and, in any case, includes the Work as stated in the order confirmation.
4. Documents: all goods made available by the Client to the Contractor, including documents or data carriers, and all goods manufactured by the Contractor in executing the Assignment, including documents or data carriers.
5. Agreement: any agreement between the Client and the Contractor for the performance of Work by the Contractor for the Client’s benefit, by the provisions of the order confirmation.

B. Applicability
1. These general terms and conditions apply to all offers, quotations, orders, legal relationships and agreements, by whatever name, under which the Contractor undertakes/will undertake to carry out Work for the Client, as well as to all Work forthcoming.
2. Deviations from and additions to these general terms and conditions are only valid if they have been expressly agreed in writing in, for example, a (written) agreement or order confirmation.
3. If these general terms and conditions and the order confirmation contain conflicting conditions, the conditions included in the order confirmation apply.
4. The Contractor expressly rejects the applicability of the Client’s general terms and conditions.
5. The underlying Assignment / Agreement and these general terms and conditions represent the complete agreements between the Client and the Contractor regarding the Work for which the Agreement has been concluded. In this regard, the parties’ previous agreements or proposals will lapse.

C. Commencement and duration of the Agreement
1. Each Agreement is only concluded and commences when the order confirmation signed by the Client is returned and signed by the Contractor. The confirmation is based on the information provided by the Client to the Contractor at the time. The confirmation is deemed to accurately and reflect entirely the Agreement.
2. The parties are free to prove the conclusion of the Agreement by other means.
3. Each Agreement is entered into for an indefinite period unless the nature, content or scope of the Assignment granted indicates that it has been entered into for a specific period.

D. Client details
1. The Client is obliged to make available to the Contractor promptly, in the desired form and the desired manner, all information and documents that the Contractor believes it requires for the correct execution of the Agreement.
2. The Contractor has the right to suspend the execution of the Agreement until the Client has fulfilled the obligation referred to in the previous paragraph.
3. The Client is obliged to inform the Contractor immediately about facts and circumstances that may be important in connection with the execution of the Agreement.
4. The Client guarantees the accuracy, completeness and reliability of the data and documents made available to the Contractor by or on his behalf, even if they come from third parties.
5. The additional costs and fees resulting from the delay in executing the Agreement, caused by failure to provide the requested data, not to do so on time or not to offer it correctly, will be borne by the Client.
6. If and insofar as the Client so requests, the documents made available will be returned to him, subject to the provisions under O.

E. Execution of the Assignment
1. The Contractor determines how and by which person(s) the Agreement will be executed. If possible, the Contractor will take into account timely and responsible instructions from the Client regarding the execution of the Agreement.
2. The Contractor will carry out the Work to the best of its ability and as a careful professional. However, the Contractor cannot guarantee the achievement of any intended result.
3. The Contractor has the right to have specific Work carried out by a person or third party to be designated by the Contractor, without notice to and express permission from the Client, if this is desirable in the Contractor’s opinion.
4. The Contractor will execute the Agreement by the rules of conduct and professional conduct applicable to it, which form part of the Agreement, and what is required of it by law. A copy of the code of conduct and professional rules applicable to the Contractor will be sent to the Client upon request. The Client will respect the obligations arising from these codes of conduct and professional rules and under the law for the Contractor or those who work at or for the Contractor.
5. If during the term of the Agreement, Work is carried out for the Client’s profession or business that does not fall under the Work to which the Agreement relates, this Work will be deemed to have been carried out based on separate Agreements.
6. Any periods specified in the Agreement within which the Work must be carried out are only approximate and not strict deadlines. Exceeding such a period does not constitute an attributable shortcoming on the Contractor’s part and, therefore, is not grounds for dissolution of the Agreement. Periods within which the Work must be completed can only be regarded as strict deadlines if this has been expressly and in so many words agreed between the Client and the Contractor.

F. Confidentiality and exclusivity
1. The Contractor must maintain confidentiality towards third parties not involved in executing the Agreement. This confidentiality concerns all information of a confidential nature made available to him by the Client and the results obtained through processing. This confidentiality does not apply to the extent that legal or professional regulations, including but not limited to the reporting obligation arising from the Money Laundering and Terrorist Financing (Prevention) Act and other national or international rules with a similar effect, impose an obligation to provide information to the Contractor, or to the extent that the Client has released the Contractor from the obligation of confidentiality. This provision also does not prevent confidential collegial consultation within the Contractor’s organization insofar as the Contractor deems this necessary for the execution of the Agreement or the careful fulfilment of legal or professional obligations.
2. The Contractor is entitled to use the numerical results obtained after processing, provided those results cannot be traced back to individual Clients for statistical or comparative purposes.
3. The Contractor is not entitled to use the information made available to him by the Client for a purpose other than that for which it was obtained, except for the provisions of paragraph 2, and if the Contractor acts on his behalf in disciplinary, civil, administrative or criminal proceedings, in which these documents may be necessary. Suppose the Contractor is accused of having committed or participated in a violation or crime. In that case, it is entitled to disclose the Client’s Documents to the Tax Inspector or the judge if the disclosure is necessary for the context of the Client’s defence. Contractor.
4. Without the express prior written consent of the Contractor, the Client is not permitted to publish or otherwise make available to third parties the content of advice, opinions or other written or non-written expressions of the Contractor, except to the extent that this comes directly from the Contractor. Agreement arises; this is done to obtain an expert opinion regarding the relevant Activities of the Contractor, the Client is under a legal or professional obligation to disclose, or the Client is acting on its behalf in disciplinary, civil or criminal proceedings.

G. Intellectual Property
1. The Contractor reserves all rights concerning products of the mind that he uses or has used in the context of the execution of the Agreement with the Client, insofar as rights can exist or be established on those products in a legal sense.
2. The Client is expressly prohibited from using those products, including but not limited to computer programs, system designs, working methods, advice, (model) contracts and other intellectual products, all in the broadest sense of the word, with or without the involvement of to be provided to third parties, reproduced, made public or exploited.
3. The Client is not permitted to make (resources of) these products available to third parties other than to obtain an expert opinion regarding the Contractor’s Activities. In that case, the Client will impose its obligations under this article on the third parties it engages.

H. Force majeure
1. If the Contractor cannot fulfil its obligations under the Agreement, or cannot do so on time or correctly, as a result of a cause not attributable to it, including but not limited to illness of employees, disruptions in the computer network and other stagnation in the ordinary course of business within its company, those obligations are suspended until the Contractor is still able to fulfil them in the agreed manner.
2. If the situation referred to in the first paragraph occurs, the Client has the right to terminate the Agreement in whole or in part and, with immediate effect in writing, without any right to compensation.

I. Fee
1. The Contractor has the right to suspend the performance of its Work before the start of the Work and in the interim until the Client has paid an advance payment to be reasonably determined by the Contractor for the Work to be carried out or has provided security for this. An advance paid by the Client will, in principle, be offset against the final invoice.
2. The Contractor’s fee is not dependent on the outcome of the Work performed.
3. The Contractor’s fee may be a predetermined amount per Agreement. It can be calculated based on rates per unit of time the Contractor works. It is payable as and when the Contractor has carried out Work on behalf of the Client.
4. If an amount determined per the Agreement has been agreed upon, the Contractor is entitled to charge an additional rate per time unit worked if and insofar as the Work exceeds the Work provided for in the Agreement, which the Client is liable to pay.
5. If wages and prices change after the conclusion of the Agreement but before the Assignment has been fully executed, the Contractor is entitled to adjust the agreed rate accordingly unless the Client and the Contractor have made other agreements about this.
6. The Contractor’s fee, if necessary, increased by disbursements and declarations from third parties engaged, including any sales tax due, will be charged to the Client biweekly, monthly, quarterly, annually or after completion of the Work.
7. The Client can cancel an order for training, lecture or workshop free of charge, for example, if the minimum number of participants has yet to be achieved. However, suppose the cancellation occurs two weeks before the agreed execution date. In that case, the Client owes 100% of the agreed price. Cancellation of an order must be made in writing.
8. If a minimum number of participants applies for a specific training, lecture or workshop, then this number will at least be met by the Client. Suppose fewer than the minimum number of participants are present on the day. In that case, this may result in a loss of quality and risk of failure for the Contractor. In that case, the meeting will be cancelled, and the Client will owe the agreed rate. If desired, the training can be rescheduled in consultation, in which case the minimum number of participants will be met. For such a return day, 50% of the previously agreed rate will be charged.

J. Payment
1. Payment of the invoice amount by the Client must be made within the agreed terms, but in no case later than 30 days after the invoice date, in Euro, through deposits into a bank account to be designated by the Client and, insofar as the payment relates to Work, without any right to discount or debt settlement. 2. If the Client has not paid within the period referred to in paragraph 1 or the further agreed period, he is legally in default. The Contractor has the right, without any further summons or notice of default being required, from the due date to the Client. to charge the statutory (commercial) interest on the invoiced amount until the day of full payment, without prejudice to the Contractor’s further rights.
3. The Client will bear All costs incurred as a result of judicial or extrajudicial collection of the claim, even to the extent that these costs exceed the judicial costs order. The extrajudicial costs are set at least 15% of the amount to be claimed, with a minimum of € 195.
4. If the Client’s financial position or payment behaviour gives reason to do so, in the Contractor’s opinion, the Contractor is entitled to require the Client to provide (additional) security in a form to be determined by the Contractor. Suppose the Client fails to provide the protection needed. In that case, the Contractor is entitled, without prejudice to its other rights, to immediately suspend further performance of the Agreement and everything that the Client owes to the Contractor for whatever reason is immediately due and payable.
5. In the event of a joint assignment, Clients are jointly and severally liable for payment of the invoice amount insofar as the Work has been carried out for the benefit of the joint Clients.

K. Advertising
1. Complaints regarding the Work performed and the invoice amount must be submitted in writing within 30 days after the date of dispatch of the documents or information about which the Client is complaining or within 30 days after the discovery of the defect if the Client demonstrates that he has repaired the defect. It could not reasonably have been discovered earlier, but it should have been made known to the Contractor.
2. Complaints, as referred to in the first paragraph, do not suspend the Client’s payment obligation, except insofar as the Contractor has indicated that it considers the complaint well-founded.
3. In the event of a justified complaint, the Contractor has the choice between adjusting the fee charged, improving or re-performing the rejected Work free of charge, not carrying out the Assignment in whole or in part, or no longer carrying out the Assignment in return for a proportionate refund of fees already paid by the Client.
4. If the complaint is not filed in time, all rights of the Client in connection with the complaint will lapse.

L. Liability
1. The Contractor is only liable to the Client for damage that is the direct result of a (related series of) attributable shortcoming(s) in the performance of the Agreement. This liability is limited to a maximum of 60% of the fee charged for the performance of the Agreement, whereby a series of related events counts as one event. The Client expressly indemnifies the Contractor against further claims for damages, both from itself and third parties. Business damage to the Client or third party is completely excluded.
2. The Contractor is only liable for professional errors if proven or undeniably demonstrated by the Client that these can reasonably be attributed to the Contractor and could have been prevented with regular vigilance and accuracy.
3. The Contractor is not liable for · damage suffered by the Client or third parties that is the result of the provision of incorrect or incomplete data or information by the Client to the Contractor or is otherwise the result of an act or omission by the Client;
· damage suffered by the Client or third parties as a result of an act or omission of assistants engaged by the Contractor (not including employees of the Contractor), even if they work for an organization affiliated with the Contractor;
· business, indirect or consequential damage suffered by the Client or third parties, including but not limited to stagnation in the regular events in the Client’s company.
4. The Contractor has the right at all times, if and to the extent possible, to undo or limit the Client’s damage by repairing or improving the defective product.
5. The Contractor is not liable for damage or destruction of documents during transport or dispatch by post, regardless of whether the transport or dispatch is carried out by or on behalf of the Client, Contractor or third parties. During the execution of the Assignment, the Client and the Contractor can communicate with each other electronically at the Client’s request. The Client and the Contractor are not liable to each other for damage that may arise from one or each of them as a result of the use of electronic means of communication, including – but not limited to – damage resulting from non-delivery or delay in delivery of electronic communication by third parties or by software/equipment used for sending, receiving or processing electronic communication, transmission of viruses and the failure or improper functioning of the telecommunications network or other means required for electronic communication, except to the extent that damage is the result of intent or gross negligence. Both the Client and the Contractor will do or refrain from doing everything that can reasonably be expected of each to prevent the occurrence of the risks mentioned above. The data extracts from the sender’s computer systems provide compelling evidence of (the content of) the electronic communication sent by the sender until proof to the contrary has been provided by the recipient.
6. The Client indemnifies the Contractor against all claims from third parties, including shareholders, directors, supervisory directors and staff of the Client, as well as affiliated legal entities and companies and others involved in the Client’s organization, which are directly or indirectly related to the execution of the Coherence agreement. The Client indemnifies the Contractor, in particular against claims from third parties due to damage caused by the Client providing incorrect or incomplete information to the Contractor unless the Client demonstrates that the damage is not related to culpable actions or omissions on his part or was caused by intent or gross negligence. Fault of the Contractor. The preceding does not apply to assignments to audit the annual accounts, as referred to in Article 393, Book 2 of the Civil Code.
7. The Client indemnifies the Contractor against all possible claims from third parties if the Contractor is forced to return the Assignment based on the law and its professional rules and is forced to cooperate with government authorities, which are entitled to request or receive unsolicited information that the Contractor has received from the Client or third parties in the performance of the Assignment.
8. Providing (copies of) or information from confidential (research) reports, or fragments thereof, by or on behalf of the Client without written permission from the Contractor can cause damage and incur legal costs. The Client will fully bear such legal fees. Costs of damage and Work resulting from this, or time that must be spent by the Contractor on any dispute resolution and resulting from failure to comply with the care measures that guarantee the confidentiality and care of the investigation, will be entirely borne by the Client.
Compensation will be charged for each day the Client is in default and can, therefore, cause (reputational) damage to the Contractor. The compensation amounts to a maximum of 8 hours per day of the Client’s default multiplied by the hourly rate agreed with the Contractor plus VAT.

M. Expiration period
Unless otherwise provided in these general terms and conditions, rights of action and other powers of the Client on any grounds whatsoever against the Contractor in connection with the performance of Work by the Contractor shall lapse in any case after one year after the moment at which the Client became aware or reasonably became mindful of could be with the existence of these rights and powers. This period does not apply to the possibility of submitting a complaint to the designated body(s) for complaints handling and the Disputes Board.

N. Termination
1. The Client and the Contractor can terminate the Agreement at any time with immediate effect by giving notice. If the Agreement ends before the Assignment is completed, the provisions under I. in the second paragraph apply.
2. Cancellation must be communicated to the other party in writing.
3. If and insofar as the Contractor terminates the Agreement by giving notice, he is obliged to inform the Client of the reasons underlying the termination and to do everything that the circumstances require in the Client’s interests.

O. Right of suspension
The Contractor has the right to suspend the fulfilment of all its obligations, including the delivery of documents or other items to the Client or third parties, until all due claims on the Client have been paid in full. The Contractor may only refuse the obligation to hand over Documents after a careful weighing of interests has taken place.
P. Governing Law and Choice of Forum
1. Dutch law applies to all Agreements between the Client and the Contractor to which these general terms and conditions apply.
2. All disputes relating to Agreements between the Client and the Contractor to which these general terms and conditions apply will be settled by the competent court in the district where the Contractor resides. 3. Notwithstanding the provisions of paragraph 2, the Client and the Contractor may opt for a different method of dispute resolution.