These are the General Terms and Conditions of 2knowlab Business Services B.V., hereafter Finabling, a company having its registered office at Daalwijkdreef 47, Amsterdam. Finabling is registered at the Trade Register of the Chamber of Commerce under number 76041212.
Article 1. Definitions
Article 2. Applicability and ranking
Article 3. Quotations and conclusion of the Agreement
Article 4. Execution of the Agreement
Article 5. Implementation activities
Article 6. (Online) training, coaching and courses
Article 7. Fees
Article 8. Terms of payment
Article 9. Duration of the Agreement
Article 10. Liability
Article 11. Force majeure
Article 12. Intellectual property
Article 13. Confidentiality
Article 14. Description of business relationship
Article 15. Limitation period
Article 16. Applicable law, interpretation of the terms and conditions and choice of forum
Article 1. Definitions
In these General Terms and Conditions, the terms written below with initial capital letter shall have the following meaning, unless a different meaning is assigned elsewhere in the Agreement and/or General Terms and Conditions or if the context unmistakably results in a different meaning:
1.
General Terms and Conditions: the provisions of this document.
2.
Data: the information and (personal) data relating to the Client, their company, their employees, customers and/or visitors to the Client’s website that are stored and accessible via the Service.
3.
Service(s): the service(s) that Finabling performs on behalf of the Client, including the performance of work and the provision of advice on strategic, financial and business matters, process optimisation, (online) payments, coaching, e-mail newsletters, online training, as well as all implementation activities in this respect and other activities as described in the offer or quotation of Finabling.
4.
Finabling: the contractual other party to the Agreement with the Client and user of these General Terms and Conditions within the meaning of Section 6:231(b) of the Dutch Civil Code.
5.
Effective date: the date on which the Agreement enters into force and on which the delivery of the Service commences.
6.
Client: the natural or legal person with whom Finabling has concluded an Agreement and the other party to the Agreement with Finabling within the meaning of Article 6:231(c) of the Dutch Civil Code. This also means the person who enters into negotiations about this, as well as their representative(s), authorised person(s), assignee(s) or successors.
7.
Agreement: every Agreement between Finabling and the Client arising from an offer or quotation made by Finabling and the valid acceptance thereof by the Client.
8.
In writing/Written: in writing or written also includes communication by e-mail and digitally (for example via an online interface) provided that the identity of the sender and the integrity of the content have been sufficiently established.
9.
Working days: Monday to Friday, with the exception of Dutch national holidays, where 5 May is a national holiday once every five (5) years.
10.
Work(s): the databases, documentation, advice, reports, analyses, designs or other kinds of products of the mind produced by Finabling.
11.
Working hours: hours on Working days between 9 am and 6 pm.
Article 2. Applicability and ranking
1. These General Terms and Conditions apply to all offers, quotations, Agreements, activities, Services and deliveries of Finabling, of whatever nature, as well as to the realisation thereof, unless that applicability to all or parts is explicitly excluded in writing or explicitly agreed otherwise.
2. Any general terms and conditions of the Client, however named, are expressly rejected. Deviations from and additions to these General Terms and Conditions are only applicable if and in so far as they have been explicitly accepted by Finabling in writing.
3. If Finabling has permitted deviations from these General Terms and Conditions, tacitly or otherwise, for a short or longer period of time, this does not affect Finabling’s right to still demand direct and strict compliance with these General Terms and Conditions. The Client cannot derive any rights from the way in which Finabling applies these General Terms and Conditions.
4. These General Terms and Conditions also apply to all Agreements with Finabling where the execution thereof requires the involvement of third parties.
5. If one or more of the provisions of these General Terms and Conditions or any other Agreement with Finabling should be in conflict with a mandatory statutory provision or any applicable legal provision, the relevant provision shall lapse and a new, legally permissible and comparable provision, to be determined by Finabling, shall take its place.
6. The Client with whom once an Agreement has been concluded subject to these General Terms and Conditions, is deemed to tacitly agree to the applicability of these General Terms and Conditions to a later Agreement concluded with Finabling.
7. In case of conflict between the content of an Agreement concluded between the Client and Finabling and the General Terms and Conditions, the content of the Agreement shall prevail.
8. Finabling reserves the right to change these Terms and Conditions at any time. The amended Terms and Conditions shall take effect at the announced time of entry into force and shall also apply with regard to Agreements already concluded. Finabling shall send the amended terms and conditions to the Client in a timely manner. If no time of entry into force has been communicated, changes towards the Client will take effect as soon as the change has been communicated to them.
Article 3. Quotations and conclusion of the Agreement
1. The Agreement is concluded by acceptance of the quotation or the offer by the Client. The Client is not permitted to disclose Finabling’s quotation or to share it with third parties in any other way, unless with Finabling’s written permission.
2. If the Client verbally agrees with the quotation and agrees, or gives the impression, that Finabling performs work that falls within the description of the Services, then the quotation is considered to be accepted. This also applies when the Client requests Finabling to perform certain activities without waiting for a formal offer.
3. Quotations of Finabling are made without obligation and can be revoked by Finabling immediately after acceptance thereof by the Client, unless a term for acceptance is stated in the quotation.
4. Obvious (typing) errors in Finabling’s quotations do not bind Finabling.
5. If it appears that the information provided by the Client in the application or Agreement was incorrect, Finabling has the right to adjust their prices accordingly.
6. The Agreement shall run from the moment that notice of acceptance by the Client is received by Finabling or from the moment that the Client creates the impression of agreeing to the quotation, unless another Effective date has been jointly agreed in the Agreement.
7. Any additional Agreements made or changes made later shall only bind Finabling if they have been confirmed in writing by Finabling.
Article 4. Execution of the Agreement
1. Finabling shall perform the Services as carefully and professionally as possible on the basis of an obligation to perform to the best of their ability and - as the case may be - in accordance with the Agreements and procedures recorded in writing with the Client.
2. Stated execution times are only indicative and are no final deadlines, unless agreed otherwise in writing.
3. Finabling has the right to have certain activities carried out by third parties without informing the Client thereof. The applicability of Section 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is excluded.
4. The Client is obliged to do everything that is reasonably necessary and desirable to enable a timely and correct execution of the Service. In particular, the Client shall ensure that all information and data which Finabling indicates as being necessary or which the Client should reasonably understand as being necessary for the performance of the Service are provided to Finabling in a timely manner.
5. In addition to the data as referred to in paragraph 4 of this article, the Client is obliged to provide Finabling with up-to-date contact details for communication between Finabling and the Client. The Client shall immediately inform Finabling of any change in these contact details.
6. If the information and data as referred to in paragraph 5 and 6 are not provided to Finabling on time or if the Client otherwise fails to fulfil their obligations, Finabling has the right to suspend compliance with their obligations without being obliged to pay any compensation.
7. The Client cannot enforce exclusivity on Services provided by Finabling. Finabling is also permitted to serve direct competitors of the Client, unless agreed otherwise in writing.
Article 5. Implementation activities
1. If it has been agreed that Finabling will carry out implementation work on behalf of the Client, the provisions of this Article will apply. In consultation, the parties will specify in writing which implementation activities will be carried out, how and in which steps.
2. Implementation activities will take place on the basis of written specifications drawn up by the Client and/or Finabling and on the basis of data and information made available to Finabling by the Client for the development; the Client guarantees the correctness, completeness, relevance and reliability of this data and information.
3. Finabling does not give any guarantees regarding the functioning of the software used by Finabling when using non-current or outdated operating systems, browsers, plugins, scripts, other software and hardware, unless and in so far as stated otherwise in the quotation.
4. Unless explicitly agreed otherwise, Finabling is under no circumstances obliged to supply, migrate, enter and/or rectify information and data. The Client is responsible for supplying, migrating, entering and/or rectifying information and data. If Finabling migrates, enters and/or rectifies information and data at the request of the Client, the costs thereof will be charged additionally to the Client by Finabling at the applicable rates.
5. If the implementation requires the Client to supply source materials, information and/or data to Finabling, the Client guarantees to be in possession of all licences and intellectual property rights that are necessary for the provision to and the intended use by Finabling at all times. The Client indemnifies Finabling against claims by third parties with regard to infringement of intellectual property rights of third parties in this respect.
6. Finabling has the right, but never the obligation, to investigate the correctness, completeness or coherence of the source materials, information, data, requirements or specifications made available to them and, in the event of detection of any imperfections, to suspend the agreed work until such time as the Client has remedied the defects concerned.
7. After delivery, the responsibility for correct compliance with the relevant licences of third parties when using the software used lies with the Client. Finabling will adequately inform the Client about the applicable license conditions.
8. The Client indemnifies Finabling against claims from third parties concerning installation and licences of the software, except in so far as the claims are the result of information or licences supplied by the Client.
9. Finabling will store the received source materials, information and data for as long as Finabling performs Services for the Client, or it is likely that Finabling will perform Services for the Client. Finabling is entitled to remove the information and data after this period. If the Client does not issue follow-up orders with regard to this information and data until after this period, Finabling will be entitled to charge costs for the repair or retrieval of this information and data, in so far as this is possible.
10. Finabling is not obliged to test the functionalities of the Work against the applicable laws and regulations, including but not limited to the General Data Protection Regulation (GDPR). Testing for compliance with applicable laws and regulations is at all times the responsibility of the Client.
11. If, during the execution of the Agreement, Finabling processes personal data of third parties on behalf of the Client, the Client guarantees to Finabling that all necessary consents have been obtained from the data subjects with regard to processing personal data by Finabling and that the Client has complied with all legal requirements with regard to processing the personal data concerned. The Client indemnifies Finabling against all claims of data subjects in this respect.
Article 6. (Online) training, coaching and courses
1. Open registration for training, coaching and/or courses is possible on the Finabling website. To this end, the Client must complete all steps of the online registration and/or application form. As soon as the Client has completed the relevant form, Finabling will confirm the registration by e-mail to the Client.
2. If the registration for the Participant is carried out by a third party (e.g. the employer), the person making the registration is the Client and the natural person attending the training is the Participant. If the registration is done by the Participant themselves, the Participant is also the Client.
3. For some training, coaching and/or courses it is not possible to register online. In those cases, the registration is done through an application. Requests can be made by e-mail or by telephone using the contact details as stated on the website. The application may be followed by an intake interview (by telephone or otherwise). Based on the results of the intake interview, follow-up appointments will be made, or a quotation will be issued. Finabling can also make a quotation based on the request without a prior intake interview.
4. As soon as the Client has registered a Participant for training, coaching and/or a course, the registration is final. Participation can no longer be cancelled free of charge at that time. If the Participant nevertheless wishes to cancel their participation or does not show up, the full registration fee will be charged.
5. In case of insufficient registrations, a training or coaching session and/or course can be postponed or cancelled. The Client and the Participant will in that case be notified as soon as possible. After cancellation, the registration fee will be refunded within 14 days. Except for a refund of the registration fee, the Client and the Participant are not entitled to any compensation.
6. Postponing an individual training or coaching session or course to another date is possible up to 48 hours in advance. If a session is postponed less than 48 hours in advance, the full fee or registration fee will be charged.
7. If a Participant is unable to attend a training, coaching or course, they can be replaced by someone else, free of charge. In this case, the original Client continues to owe the registration fee. The replacement must, however, meet the explicit registration conditions of the training, coaching or course in question. The Participant must indicate at least 3 days in advance that they want to be replaced.
8. In case of illness of an instructor or other force majeure, Finabling will do everything possible to provide a replacement. If no replacement is possible, Finabling will inform the Client and Participant as soon as possible and set a new date. If the Client decides to cancel as a result of this circumstance, Finabling will refund the registration fee of the training, coaching or course within 14 days. Except for a refund of the registration fee, the Client and the Participant are not entitled to any compensation.
Article 7. Fees
1. Fees for the provision of the Services are mentioned in the Agreement or in the quotation offered by Finabling. All fees mentioned are in euros and exclusive of VAT.
2. If the Agreement is a continuing performance Agreement, the amounts due will be invoiced to the Client monthly or annually, prior to the new period, unless agreed otherwise in writing.
3. If Finabling has not made an offer or quotation, the fees for the Services to be delivered shall in principle be determined on the basis of the hourly rate. As far as possible, Finabling will announce the hourly rates prior to the work.
4. Finabling is entitled to adjust their rates annually with effect from 1 January in accordance with the price index figure of the Bureau of Statistics for Commercial Services (index 2015 = 100).
5. Finabling is entitled to make interim adjustments to the price conditions and to invoice the Client additionally if it appears that the Client no longer satisfies the conditions it was rated on when entering into this Agreement due to (organisational) changes.
Article 8. Terms of payment
1. Unless explicitly agreed otherwise, payment for the services of Finabling takes place per month in advance or by full prepayment via one of the payment methods offered on the website of Finabling.
2. If it has been agreed that payment will be made afterwards or after receipt of an invoice, payment of the invoice must be made within 14 calendar days of the invoice date, in a manner to be indicated by Finabling and in the currency in which the invoice was made, unless different payment terms have been agreed in writing. Finabling is entitled to send invoices digitally.
3. If it has been agreed that payment will be made by (one-off) direct debit, the Client must ensure that there is sufficient balance on the specified bank account or means of payment in order for the direct debit to be collected. If, for any reason, the amount could not be debited or is reversed by the Client, Finabling will send the Client a notice of default, giving the Client a reasonable period in which to still fulfil their payment obligations.
4. After the expiry of the payment term, the Client who fails to pay on time is in default by operation of law, without notice of default being required. From that moment, Finabling is entitled to limit their services, for example by restricting access to Services, temporarily suspending Services or suspending the provision of support to the Client.
5. From the moment that the Client is in default, the Client owes an interest of 1% per month on the amount due and payable, unless the statutory commercial interest is higher, in which case the statutory commercial interest applies. Parts of a month are considered to be a full month. All (extra) judicial costs incurred by Finabling to obtain payment - both in and out of court - shall be for the account of the Client from that moment on. In that case, the Client shall owe a compensation of at least 15% of the outstanding amount, with a minimum of EUR 250.00. If the actual costs incurred and to be incurred by Finabling exceed this amount, they also qualify for compensation.
6. In the above cases, Finabling also has the right to terminate or suspend the Agreement or the part thereof that has not yet been executed without notice of default or judicial intervention required or to put it out of operation, without the Client having the right to demand compensation for any damage that they may incur as a result.
7. A claim for payment is immediately due and payable if the Client is declared bankrupt, applies for a suspension of payments or if all of the Client’s assets are seized, the Client dies and furthermore, if the Client goes into liquidation or is dissolved.
8. If the Client is of the opinion that an invoice is incorrect, the Client must inform Finabling in writing of their objections within 5 Working days after the invoice date. The payment obligation remains applicable at all times. Payment may therefore not be suspended. Any overpayment shall only be settled by means of a credit invoice after it has become apparent that the overpayment has been made.
9. If on the basis of facts and circumstances there can be reasonable doubt whether the Client can fulfil their payment obligations, Finabling has the right to demand financial security from the Client in the form of a guarantee for the invoice amount or, if it concerns a continuing performance Agreement, the agreed duration of the service.
Article 9. Duration of the Agreement
1. Unless otherwise agreed, an Agreement will be entered into for an indefinite period of time and until further notice.
2. Termination of the Agreement by one of the parties must in all cases be done in writing with due observance of a notice period of 3 months, unless otherwise agreed in writing.
3. Finabling has the right to terminate the Agreement with immediate effect and without any obligation to pay damages, if:
a. The Client has failed in the fulfilment of their obligations and such a failure has not been remedied within a reasonable period after written notice of default by the Client;
b. The Client has applied for a suspension of payments or has filed for bankruptcy, or the bankruptcy of the Client is applied for, claimed or pronounced, or the Client offers a private arrangement to their creditors;
c. Finabling needs information or data for the execution of the Agreement and Finabling does not receive this information or these data within 1 month at the latest.
Article 10. Liability
1. Except in the case of intent or gross negligence, Finabling’s liability for direct damage suffered by the Client as a result of an attributable shortcoming in the performance by Finabling of their obligations under the Agreement, or as a result of an unlawful act by Finabling, their employees or third parties engaged by them, as well as damage by death or personal injury or for material damage to items per event or a series of related events, is limited to the invoice amount of the Agreement. If the Agreement continues for more than 6 months, Finabling’s liability is further limited to an amount equal to the fees paid by the Client to Finabling in the 6 months prior to the event that caused the damage.
2. Liability of Finabling for indirect damage, including consequential damage, loss of profit, missed savings, mutilation or loss of (company) data, Data, data stored on Finabling’s equipment and damage due to business interruption, is excluded.
3. Finabling is not liable for damage, of whatever nature, caused by Finabling’s reliance on incorrect and/or incomplete data and information provided by or on behalf of Client.
4. The liability of Finabling on account of an attributable shortcoming in the performance of the Agreement only arises if the Client immediately and properly notifies Finabling in writing and sets a reasonable term to remedy the shortcoming, and Finabling continues to fail imputably in the performance of their obligations even after that term.
Article 11. Force majeure
1. Finabling is not obliged to fulfil any obligation towards the Client if Finabling is hindered to do so as a result of any external cause, foreseen or unforeseen, out of the scope of influence of Finabling, and as a result of which Finabling is not able to fulfil their obligations. This is understood to mean a circumstance which cannot be attributed to any fault, and which is not for the account of Finabling by virtue of the law, a legal act or generally accepted views. In particular, force majeure is understood to mean: domestic riots, mobilization, wars, blockages in transport, strikes, network attacks such as SYN floods or (distributed) denial of service attacks, industrial disturbances, supply stagnation, fire, flood, import and export impediments and in the event that Finabling is not enabled to deliver due to their own suppliers, irrespective of the reason for this, as a result of which compliance with the Agreement cannot reasonably be demanded from Finabling.
2. During the period that the force majeure lasts, Finabling may suspend the obligations under the Agreement, thereby also suspending the Client’s payment obligations. If this period lasts longer than 90 days, each of the parties is entitled to dissolve the Agreement, without any obligation to pay damages to the other party.
3. In so far as Finabling has already partially fulfilled an obligation under the Agreement at the time of the commencement of force majeure or will be able to fulfil this obligation during the period of force majeure, and the part that has been or will be fulfilled, respectively, has independent value, Finabling is entitled to invoice the part that has already been or will be fulfilled separately. The Client is obliged to pay this invoice.
Article 12. Intellectual property
1. Without prejudice to the provisions of these general terms and conditions, the Finabling will retain the rights and powers vested in Finabling pursuant to intellectual property law.
2. All documents and information provided by Finabling, such as reports, advice, contracts, software, etc. shall only be intended for use by the Client and may only be reproduced by Client for use within its own company. All documents provided by Client and may not be disclosed or be brought to the notice of third parties without the prior written consent of Finabling, unless this is obvious due to the nature of the documents.
3. Seller will retain the right to use any knowledge acquired pursuant to the performance of the work for other purposes, to the extent that this does not involve disclosing any confidential information to third parties.
Article 13. Confidentiality
The parties undertake to maintain confidentiality with regard to all confidential information they receive about the other party’s business, including the content of the Agreement. The parties also impose this obligation on their employees as well as on third parties engaged by them for the execution of the Agreement. Information shall in any case be regarded as confidential if it has been designated as such by one of the parties.
Article 14. Description of business relationshipAfter the conclusion of the Agreement, Finabling has the right to place the trade and/or brand name of the Client on the website of Finabling with a short description of the order, unless explicitly agreed otherwise. The Client shall provide the necessary logos and texts for this purpose upon request. The description of the business relationship shall be done in Agreement between the Client and Finabling and shall fit within the confidentiality as described in article 13.
Article 15. Limitation periodThe period within which the Client can claim compensation from Finabling is in all cases limited to 1 year after the occurrence of the damage, or the moment at which the damage could reasonably have been discovered. Finabling’s liability expires in any case after 12 months after the performance of the work from which the damage results.
Article 16. Applicable law, interpretation of the terms and conditions and choice of forum1. All Agreements concluded and to be concluded by Finabling shall be governed by Dutch law.
2. In case of an interpretation of the content and meaning of these General Terms and Conditions as well as in the case of conflict between the content or interpretation of any translations of these General Terms and Conditions and the Dutch version, the Dutch text shall prevail each time.
3. All disputes, including those that are only considered as such by one of the parties, which arise pursuant to an Agreement to which the present terms and conditions are fully or partly applicable or pursuant to other Agreements that arise from such an Agreement, shall be settled by the competent court in the district where Finabling has its registered office, unless a mandatory statutory provision opposes such. This shall not alter the fact that Finabling may agree with the Client to have the dispute settled by means of independent arbitration.
