Terms of Service

Terms of Service Hendriksen Performance Consultancy

Hendriksen Performance Consultancy (hereinafter: Hendriksen Performance Consultancy) is registered with the Chamber of Commerce under number 93690681 and has its registered office at Loverensestraat 3 – R350 (5266AM) in Cromvoirt.

Article 1 - Definitions

1. In these General Terms and Conditions, the following terms shall have the following meanings, unless expressly stated otherwise.

2. Offer: any offer or quotation to the Client for the performance of Services by Hendriksen Performance Consultancy.

3. Services: the agreed activities within the project management, research, coaching and advice in the field of energy transition in the broadest sense of the word that Hendriksen Performance Consultancy performs on behalf of the Client.  

4. Hendriksen Performance Consultancy: offers Services to the Client.

5. Client: the natural or legal person who acts in the exercise of a profession or business that has appointed Hendriksen Performance Consultancy, has provided projects to Hendriksen Performance Consultancy for Services that are carried out by Hendriksen Performance Consultancy, or to which Hendriksen Performance Consultancy has made a proposal on the basis of an Agreement.

6. Agreement: any Agreement and other obligations between the Client and Hendriksen Performance Consultancy, as well as proposals by Hendriksen Performance Consultancy for Services provided by Hendriksen Performance Consultancy to the Client and accepted by the Client and accepted and carried out by Hendriksen Performance Consultancy, with which these general terms and conditions form an inseparable whole.

Article 2 - Applicability

1. These general terms and conditions apply to every Offer made by Hendriksen Performance Consultancy, every Agreement between Hendriksen Performance Consultancy and the Client and to every service offered by Hendriksen Performance Consultancy.

2. Before an Agreement is concluded, the Client will have access to these general terms and conditions. If this is not reasonably possible, Hendriksen Performance Consultancy will indicate to the Client how the Client can view the general terms and conditions.

3. It is not possible to deviate from these general terms and conditions. In exceptional situations, it is possible to deviate from the general terms and conditions insofar as this has been explicitly agreed in writing with Hendriksen Performance Consultancy.

4. These general terms and conditions also apply to additional, amended and follow-up assignments by the Client.

5. The Client's general terms and conditions are excluded.

6. If one or more provisions of these general terms and conditions are partially or completely null and void or are annulled, the other provisions of these general terms and conditions will remain in force, and the null and void provision(s) will be replaced by a provision with the same purport as the original provision.

7. Ambiguities about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and interpreted in accordance with the spirit of these general terms and conditions.

8. The applicability of Articles 7:404 and 7:407(2) of the Dutch Civil Code is expressly excluded.

9. If these terms and conditions refer to she/her, this shall also be construed as a reference to he/him/his, if and to the extent applicable.

10. In the event that Hendriksen Performance Consultancy has not always demanded compliance with these general terms and conditions, it retains its right to demand full or partial compliance with these general terms and conditions.

Article 3 - The Offer

1. All offers made by Hendriksen Performance Consultancy are without obligation, unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be expressly stated in the Offer.

2. Hendriksen Performance Consultancy is only bound by an Offer if it is confirmed in writing by the Client within 30 days. Nevertheless, Hendriksen Performance Consultancy has the right to refuse an Agreement with a (potential) Client for a reason that is valid for Hendriksen Performance Consultancy.

3. The offer contains a description of the Services offered. The description is sufficiently specified so that the Client is able to make a proper assessment of the offer. Any information in the offer is only an indication and cannot be grounds for any compensation or dissolution of the Agreement.

4. Offers or quotations do not automatically apply to follow-up orders.

5. Delivery times in the offer of Hendriksen Performance Consultancy are in principle indicative and do not entitle the Client to dissolution or compensation if they are exceeded, unless expressly agreed otherwise.

Article 4 - Conclusion of the Agreement

1. The Agreement is concluded at the moment that the Client has accepted an Offer or Agreement from Hendriksen Performance Consultancy by returning a signed copy (scanned or original) to Hendriksen Performance Consultancy  , or gives an explicit and unambiguous agreement to the Offer by e-mail.

2. Hendriksen Performance Consultancy is not bound by an Offer if the Client could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or clerical error. The Client cannot derive any rights from this mistake or clerical error.

3. Any Agreement entered into with Hendriksen Performance Consultancy or a project awarded to Hendriksen Performance Consultancy by the Client rests with the company and not with an individual person associated with Hendriksen Performance Consultancy.

4. The Client's right of withdrawal is excluded.

5. If the Agreement is entered into by several Clients, each Client is jointly and severally liable for the fulfilment of all obligations arising from the Agreement.

Article 5 - Duration of the Agreement

1. The Agreement is entered into for a definite period of time, unless the content, nature or purport of the assignment implies that it has been entered into for an indefinite period of time. The duration of the assignment also depends on external factors, including, but not limited to, the quality and timely delivery of the information that Hendriksen Performance Consultancy obtains from the Client.

2. Both the Client and Hendriksen Performance Consultancy can dissolve the Agreement on the basis of an attributable shortcoming in the performance of the Agreement if the other party has been given written notice of default and has been given a reasonable period to comply with its obligations and it still fails to fulfil its obligations correctly. This also includes the Client's payment and cooperation obligations.

3. The dissolution of the Agreement does not affect the payment obligations of the Client insofar as Hendriksen Performance Consultancy has already performed work or provided services at the time of the dissolution. The Client must pay the agreed fee.

4. Both the Client and Hendriksen Performance Consultancy may terminate the Agreement in whole or in part in writing with immediate effect without further notice of default in the event that one of the parties is in suspension of payments, bankruptcy has been filed or the company in question is terminated by liquidation. If a situation such as the above occurs, Hendriksen Performance Consultancy is never obliged to refund funds already received and/or compensation.

6. The Fixed-term Agreement cannot be terminated prematurely.

7. In the event of premature termination of a fixed-term Agreement, the Client will owe Hendriksen Performance Consultancy the full amount from the Offer.

8. The parties may terminate the Agreement for an indefinite period of time by writing with due observance of a notice period of three months. If the Agreement has not yet lasted three months, the Agreement may be terminated with one month's notice.

Article 6 - Performance of the service

1. Before Hendriksen Performance Consultancy starts the performance of the Services, the parties shall lay down the exact agreements about the content and scope of the Services in writing. The Client hereby gives permission to Hendriksen Performance Consultancy to perform the agreed work. Hendriksen Performance Consultancy will make every effort to perform the agreed service with the greatest possible care as may be expected of a good service provider. Hendriksen Performance Consultancy guarantees a professional and independent service. All Services are performed on the basis of an obligation to perform to the best of one's ability, unless a result has been explicitly agreed in writing and described in detail.

2. The Agreement and the consents stipulated therein on the basis of which Hendriksen Performance Consultancy performs the Services are leading for the scope and scope of the services. The Agreement will only be performed for the benefit of the Client. Third parties cannot derive any rights from the content of the Services performed in connection with the Agreement.

3. The information and data provided by the Client are the basis on which the Services offered by Hendriksen Performance Consultancy and the prices are based. Hendriksen Performance Consultancy3 has the right to adjust its services and prices if the information provided turns out to be incorrect and/or incomplete.

4. In the performance of the Services, Hendriksen Performance Consultancy is not obliged or obliged to follow the instructions of the Client if the content or scope of the agreed Services is changed as a result. If the instructions result in further work for Hendriksen Performance Consultancy, the Client is obliged to reimburse the additional additional costs accordingly on the basis of a new quotation.

5. Hendriksen Performance Consultancy is entitled to engage third parties for the performance of the Services at its own discretion.

6. If the nature and duration of the assignment so require, Hendriksen Performance Consultancy will keep the Client informed of the progress in the meantime in the agreed manner.

7. The performance of the Services is based on the information provided by the Client. If the information needs to be changed, this may have consequences for any established planning. Hendriksen Performance Consultancy is never liable for adjusting the planning. If the commencement, progress or delivery of the Services is delayed because, for example, the Client has not provided all the requested information or has not provided it in time, or has not provided it in the desired format, does not provide sufficient cooperation, any advance payment has not been received in time by Hendriksen Performance Consultancy or due to other circumstances, which are at the expense and risk of the Client,  In the event of a delay, Hendriksen Performance Consultancy is entitled to a reasonable extension of the delivery period. All damage and additional costs as a result of delay due to a cause as mentioned above will be at the expense and risk of the Client.

Article 7 - Obligations of the Client

1. The Client is obliged to provide all information requested by Hendriksen Performance Consultancy, as well as relevant appendices and related information and data, in a timely and/or before the start of the work and in the desired form for the purpose of a correct and efficient execution of the Agreement. In the absence of this, Hendriksen Performance Consultancy may not be able to realize a full execution of the agreed Services and/or delivery of the relevant documents. The consequences of such a situation shall at all times be at the expense and risk of the Client.

2. The Client acknowledges that, in the context of the performance of the Agreement for which it has expressly instructed and without any explicit notification, gaining access to automated systems, under circumstances via a (public) telecommunications network, is part of the Services that Hendriksen Performance Consultancy performs for the benefit of the Client and is necessary to be able to provide the Client with sound advice. The Client is aware of this risk and is aware of the likelihood that there will be reduced resilience to external influences. This risk is consciously accepted by the Client. Hendriksen Performance Consultancy is not liable for any damage resulting from the provision of services. The Client hereby grants explicit permission to Hendriksen Performance Consultancy to carry out the actions within the agreed Service.  

3. It is possible that the performance of the Services leads to a temporary interruption of the Client's IT systems. The Client is responsible for the care of its employees and its ingeschakelde derden en overige derden die de (nadelige) gevolgen kunnen ondervinden van de tijdelijke vermindering of onderbreking van toegang te waarschuwen en van de door Hendriksen Performance Consultancy uitgevoerde and the possible (adverse) consequences thereof. The Client is responsible for the storage of data and the timely making of backups.

4. The Client is responsible for all necessary consents and authorizations from third parties that Hendriksen Performance Consultancy needs to carry out the agreed work.

5. Hendriksen Performance Consultancy is not obliged to check the accuracy and/or completeness of the information provided to it or to update the Client with regard to the information if it has changed over time, nor is Hendriksen Performance Consultancy responsible for the accuracy and completeness of the information compiled by Hendriksen Performance Consultancy for third parties and/or provided to third parties in the context of the Agreement.

6. Hendriksen Performance Consultancy may, if this is necessary for the execution of the Agreement, request additional information. In the absence thereof, Hendriksen Performance Consultancy is entitled to suspend its activities until the information has been received, without being obliged to pay any compensation for any reason whatsoever towards the Client. In the event of a change in circumstances, the Client must make this known to Hendriksen Performance Consultancy immediately, or no later than 3 working days after the change has become known.

7. If, after the performance of the work or if, as a result of findings by Hendriksen Performance Consultancy during the execution of the Agreement, it appears that new or changed security measures are required (such as changing login details, passwords, taking virus detection programs and more), the Client will at all times be responsible for taking such measures, as well as its employees and/or third parties engaged by it  provide the correct instructions.

Article 8 - Opinions

1. If instructed to do so, Hendriksen Performance Consultancy can draw up an advice, plan of action, design, reporting, planning and/or reporting for the purpose of the service. The content of this is not binding and only advisory in nature, but Hendriksen Performance Consultancy will observe its duties of care. The Client decides for itself and on its own responsibility whether to follow the advice.

2. At the first request of Hendriksen Performance Consultancy, the Client is obliged to assess the proposals it has provided. If Hendriksen Performance Consultancy is delayed in its activities because the Client does not provide an assessment or does not provide a timely assessment on a proposal made by Hendriksen Performance Consultancy, the Client is at all times responsible for the consequences that arise as a result, such as delay.

3. The nature of the service means that the result is at all times dependent on external factors that may influence the reports and advice of Hendriksen Performance Consultancy, such as the quality, correctness and timely delivery of the required information and data of the Client and its employees. The Client is responsible for the quality and for the timely and correct delivery of the required data and information.  

4. The Client shall notify Hendriksen Performance Consultancy in writing, prior to the commencement of the work, of all circumstances that are or may be important, including any points and priorities to which the Client wishes attention.

Article 9 - Project management

1. If, in the context of the agreement, work is carried out by Hendriksen Performance Consultancy or third parties engaged by Hendriksen Performance Consultancy at the Client's location or a location designated by the Client, the Client will provide the facilities reasonably required by or on behalf of Hendriksen Performance Consultancy free of charge.

2. If the Agreement is executed in phases, Hendriksen Performance Consultancy may suspend the execution of those parts that belong to a subsequent phase until the Client has approved the results of the preceding phase in writing. Hendriksen Performance Consultancy is entitled to execute the Agreement in several phases and to invoice the part thus performed separately.

3. Hendriksen Performance Consultancy may, if instructed to do so, mediate in the conclusion of one or more agreements between the Client and a third party for the actual execution of (project) work in order to create a work of a material nature and/or to deliver goods.

4. On behalf of the Client, Hendriksen Performance Consultancy applies for permits or other documents, whether or not required, from governments or other bodies. Damage and/or delay as a result of the lack of these permits or permissions will be at the expense and risk of the Client. The Client explicitly indemnifies Hendriksen Performance Consultancy against all (consequential) damage as a result of the lack of permits and permissions.

5. Execution of work to deliver a work of a material nature will at all times be carried out by third parties with whom the Client itself has entered into an agreement directly. Hendriksen Performance Consultancy is in no way involved in the execution of this agreement by the third party concerned. Hendriksen Performance Consultancy can only advise and manage the project, but is never involved in the actual implementation by these third parties, except in the case in which Hendriksen Performance Consultancy itself and directly has entered into an Agreement with the aforementioned third parties.

7. If and insofar as goods are delivered by third parties, this will only take place within the scope of the agreement between this third party and the Client, in accordance with the terms and conditions of this third party. If and to the extent that any warranty has been provided, this warranty is only enforceable against such third party. Complaints must be submitted directly to the third party, unless it has been agreed between all parties involved that Hendriksen Performance Consultancy is authorised to submit complaints on behalf of the Client.

8. The parties make clear agreements about communication. Hendriksen Performance Consultancy is leading in this and indicates guidelines that must be followed by the Client, including but not limited to response times, a contact person with whom Hendriksen Performance Consultancy can communicate, contact moments and more. If the Client does not attend any contact moment with Hendriksen Performance Consultancy, the resulting consequences will be at the risk of the Client.  

Article 10 - Coaching and/or Training

1. If instructed to do so, Hendriksen Performance Consultancy can provide coaching for the Client and its employees.

2. The coaching session will take place at the Client's location or at a location of Hendriksen Performance Consultancy to be determined. If the coaching session takes place at the Client's location, the Client is obliged to make the facilities required in the context of the coaching available in a timely manner. If a coaching session cannot take place or is delayed because the Client has not fulfilled the aforementioned obligation, all consequences of this will be at the expense and risk of the Client. Hendriksen Performance Consultancy is also entitled to give instructions regarding the suitability of the location and facilities available there before the start of the coaching session.

3. The content of the coaching session offered by Hendriksen Performance Consultancy and the advice given during the coaching session are not binding and only advisory in nature, but Hendriksen Performance Consultancy will observe its duties of care. As far as possible, the coaching session will be tailored to the wishes of the Client as well as the needs of the participant(s) concerned.

4. Prior to the start of the coaching session, the Client shall notify Hendriksen Performance Consultancy in writing of all circumstances that are or may be of importance, including any points and priorities to which the Client wishes to pay attention.

5. Hendriksen Performance Consultancy has the right to cancel the coaching session or move it to another date if there are too few registrations. It is at the sole discretion of Hendriksen Performance Consultancy to reschedule the coaching session. If the Client is not available on the new date, the Client is entitled to a pro rata refund of the monies already paid or can participate in a coaching session on another date. The parties will consult on this. If there are too many registrations, Hendriksen Performance Consultancy is entitled to have the coaching session take place in several sessions. If applicable, the aforementioned situation will be discussed with the Client in a timely manner.

Article 11 - Additional work and changes

1. If, during the execution of the Agreement, it appears that the Agreement needs to be amended, or if further work is required at the Client's request in order to achieve the Client's desired result, the Client is obliged to pay for this additional work in accordance with the agreed rate. Hendriksen Performance Consultancy is not obliged to comply with this request, and may require the Client to conclude a separate Agreement and/or refer it to an authorized third party.

2. If the additional work is the result of negligence on the part of Hendriksen Performance Consultancy, if Hendriksen Performance Consultancy has made an incorrect assessment or could reasonably have foreseen the work in question, these costs will not be passed on to the Client.

Article 12 - Prices and payment

1. In principle, all prices are exclusive of turnover tax (VAT), unless otherwise agreed.

2. Hendriksen Performance Consultancy performs its services in accordance with the agreed hourly rate, unless otherwise agreed. The costs of the work are calculated afterwards on the basis of the time registration (subsequent calculation) drawn up by Hendriksen Performance Consultancy.

3. Travel time outside the Netherlands for the benefit of the Client, and travel-related costs will be charged to the Client.

4. The Client is obliged to fully reimburse the costs of third parties, which are used by Hendriksen Performance Consultancy after approval of the Client, unless expressly agreed otherwise.

5. The parties may agree that the Client must pay an advance. If an advance payment has been agreed, the Client must pay the advance before the performance of the service is commenced.

6. The Client cannot derive any rights or expectations from a budget issued in advance, unless the parties have expressly agreed otherwise.

7. Hendriksen Performance Consultancy is entitled to increase the applicable prices and rates annually in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and insofar as they are expressly stipulated in the Agreement.

8. The Client must pay these costs in one lump sum, without set-off or suspension, within the specified payment term as stated on the invoice to the account number and details of Hendriksen Performance Consultancy made known to it.

9. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment to the Client, the payment and all other obligations of the Client under the Agreement shall become immediately due and payable.

Article 13 - Debt collection policy

1. If the Client does not comply with its payment obligation, and has not fulfilled its obligation within the payment term set for this purpose, the Client will be in default by operation of law.

2. From the date on which the Client is in default, Hendriksen Performance Consultancy will be entitled, without further notice of default, to the statutory commercial interest from the first day of default until full payment, and reimbursement of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated in accordance with the scale set out in the Decree on Compensation for Extrajudicial Collection Costs of 1 July 2012.

3. If Hendriksen Performance Consultancy has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The entire legal and execution costs incurred will also be borne by the Client.

Article 14 - Privacy, data processing and security

1. Hendriksen Performance Consultancy handles the Client's (personal) data with care and will only use it in accordance with the applicable standards. If requested, Hendriksen Performance Consultancy will inform the data subject about this.

2. The Client is responsible for the processing of data that is processed using a service provided by Hendriksen Performance Consultancy. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies Hendriksen Performance Consultancy against any (legal) claim related to this data or the performance of the Agreement.

3. If, on the basis of the Agreement, Hendriksen Performance Consultancy is required to provide security of information, this security shall comply with the agreed specifications and a level of security that is not unreasonable in view of the state of the art, the sensitivity of the data, and the associated costs.

Article 15 - Suspension and dissolution

1. Hendriksen Performance Consultancy has the right to retain the data, data files and more received or realized by it if the Client has not yet (fully) fulfilled its payment obligations. This right remains in full force and effect if a valid reason arises for Hendriksen Performance Consultancy that justifies suspension in that case.

2. Hendriksen Performance Consultancy is entitled to suspend the fulfilment of its obligations as soon as the Client is in default with the fulfilment of any obligation arising from the Agreement, including late payment of its invoices. The suspension will immediately be confirmed in writing to the Client.

3. In that case, Hendriksen Performance Consultancy is not liable for damage, for whatever reason, as a result of the suspension of its activities.

4. The suspension (and/or dissolution) does not affect the Client's payment obligations for work already performed. In addition, the Client is obliged to compensate Hendriksen Performance Consultancy for any financial loss suffered by Hendriksen Performance Consultancy as a result of the Client's default.

Article 16 - Force majeure

1. Hendriksen Performance Consultancy is not liable if, as a result of a force majeure situation, it is unable to fulfil its obligations under the Agreement.

2. Force majeure on the part of Hendriksen Performance Consultancy is in any case understood to mean, but is not limited to: (i) force majeure on the part of suppliers of Hendriksen Performance Consultancy, (ii) the failure to properly comply with obligations of suppliers that have been prescribed or recommended to Hendriksen Performance Consultancy by the Client or its third parties, (iii) defectiveness of software or any third parties involved in the performance of the service,  (iv) government measures, (v) disruption of electricity, internet, data network and/or telecommunication facilities, (vi) illness of employees of Hendriksen Performance Consultancy or consultants engaged by Hendriksen Performance Consultancy and (vii) other situations that, in the opinion of Hendriksen Performance Consultancy, fall outside its sphere of influence that temporarily or permanently prevent the fulfilment of its obligations.

3. In the event of force majeure, both Parties have the right to dissolve the Agreement in whole or in part. In that case, all costs incurred before the dissolution of the Agreement will be paid by the Client. Hendriksen Performance Consultancy is not obliged to compensate the Client for any losses caused by such withdrawal.

Article 17 - Limitation of liability

1. If any result stipulated in the Agreement is not achieved, a shortcoming on the part of Hendriksen Performance Consultancy will only be deemed to exist if Hendriksen Performance Consultancy has explicitly promised this result when accepting the Agreement.

2. In the event of an attributable shortcoming on the part of Hendriksen Performance Consultancy, Hendriksen Performance Consultancy will only be obliged to pay any compensation if the Client has given Hendriksen Performance Consultancy notice of default within 14 days after discovery of the shortcoming and Hendriksen Performance Consultancy has subsequently failed to remedy this shortcoming within a reasonable period of time. The notice of default must be submitted in writing and contain such an accurate description/substantiation of the shortcoming, so that Hendriksen Performance Consultancy is able to respond adequately.  

3. If the provision of Services by Hendriksen Performance Consultancy leads to liability on the part of Hendriksen Performance Consultancy, such liability shall be limited to the total amount invoiced in the context of the Agreement, but only with regard to the direct damage suffered by the Client, unless the damage is the result of intent or recklessness bordering on intent on the part of Hendriksen Performance Consultancy. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, the determination of the cause of the damage, the direct damage, the liability and the method of recovery.

4. Hendriksen Performance Consultancy expressly excludes all liability for consequential damages. Hendriksen Performance Consultancy is not liable for indirect damage, trading loss, loss of profit and/or loss suffered, missed savings, damage due to business interruption, capital losses, loss of delay, loss of interest and immaterial damage.

5. The Client indemnifies Hendriksen Performance Consultancy against all claims by third parties as a result of a defect as a result of a service provided by the Client to a third party and also consisting of Services provided by Hendriksen Performance Consultancy, unless the Client can demonstrate that the damage was caused exclusively by the service of Hendriksen Performance Consultancy.

6. Any advice provided by Hendriksen Performance Consultancy, based on incomplete and/or incorrect information provided by the Client, shall never be grounds for liability on the part of Hendriksen Performance Consultancy.

7. The content of the advice provided by Hendriksen Performance Consultancy is not binding and is only advisory in nature. The Client decides for itself and on its own responsibility whether it follows the proposals and advice of Hendriksen Performance Consultancy referred to herein. All consequences arising from the follow-up of the advice will be at the expense and risk of the Client. The Client is at all times free to make its own choices that deviate from the advice provided by Hendriksen Performance Consultancy. Hendriksen Performance Consultancy is not obliged to make any form of restitution if this is the case.

8. If a third party is engaged by or on behalf of the Client, Hendriksen Performance Consultancy will never be liable for the actions and advice of the third party engaged by the Client as well as the processing of results (of the advice drawn up) of the third party engaged by the Client in Hendriksen Performance Consultancy's own advice.

9. If the work carried out by Hendriksen Performance Consultancy leads to a temporary reduced availability of the Client's IT systems, this will never constitute a ground for liability on the part of Hendriksen Performance Consultancy.

10. Hendriksen Performance Consultancy is not liable for any loss of data and data as a result of the Services provided by Hendriksen Performance Consultancy.

11. The result of the work, or advice provided by Hendriksen Performance Consultancy, is always based on a snapshot and always depends on various external factors, such as the suitability and availability of ICT systems and software of the Client and third parties and the state of the current technology. The execution of the work is therefore at all times based on an obligation to perform to the best of one's ability. Nor does the taking of follow-up measures as a result of advice and recommendations provided by Hendriksen Performance Consultancy concern a complete guarantee for an overall effective security of the Client's ICT environment and workplace.

12. Hendriksen Performance Consultancy does not guarantee a correct and complete transmission of the content of and e-mails sent by/on behalf of Hendriksen Performance Consultancy, nor for the timely receipt thereof.

13. All claims of the Client due to shortcomings on the part of Hendriksen Performance Consultancy will lapse if they have not been reported in writing and substantiated to Hendriksen Performance Consultancy within one year after the Client was aware or could reasonably have been aware of the facts on which it bases its claims. Immediately after the termination of the Agreement between the parties, the liability of Hendriksen Performance Consultancy lapses.

Article 18 - Confidentiality

1. Hendriksen Performance Consultancy and the Client undertake to maintain the confidentiality of all confidential information obtained in the context of an assignment. The confidentiality arises from the assignment and must also be assumed if it can reasonably be expected that it concerns confidential information. The confidentiality does not apply if the information in question is already public/generally known, the information is not confidential and/or the information has not been disclosed to Hendriksen Performance Consultancy during the Agreement with the Client and/or has been obtained by Hendriksen Performance Consultancy in another way.

2. In particular, confidentiality relates to advice, reports, designs, working methods and/or reporting on the Client's assignment drawn up by Hendriksen Performance Consultancy. The Client is expressly prohibited from sharing the content thereof with employees who are not authorised to take cognisance of it and with (unauthorised) third parties. Furthermore, Hendriksen Performance Consultancy always exercises the required care in dealing with all business-sensitive information provided by the Client.

3. If, on the basis of a statutory provision or a court ruling, Hendriksen Performance Consultancy is obliged to provide the confidential information to a third party designated by law or competent court or a third party and Hendriksen Performance Consultancy cannot invoke a right of non-disclosure, Hendriksen Performance Consultancy is not obliged to pay any compensation and the Client does not provide any grounds for dissolution of the Agreement.

4. The written consent of Hendriksen Performance Consultancy is required for the transfer or dissemination of information to third parties and/or publication of statements, advice or productions provided by Hendriksen Performance Consultancy to third parties, unless such permission has been expressly agreed in advance. The Client shall indemnify Hendriksen Performance Consultancy against all claims of such third parties as a result of reliance on such information that has been disseminated without the written consent of Hendriksen Performance Consultancy.

5. The obligation of confidentiality is also imposed on Hendriksen Performance Consultancy and the Client on third parties to be engaged by them.

6. All data and information regarding the Client's IT systems will never be stored longer than necessary, with a maximum period of 3 months, unless a longer retention period is required on the basis of a legal obligation.

Article 19 - Indemnification and accuracy of information

1. The Client is responsible for the accuracy, reliability and completeness of all data, information, documents and/or documents, in whatever form whatsoever, that it provides to Hendriksen Performance Consultancy in the context of an Agreement, as well as for the data that it has obtained from third parties and that has been provided to Hendriksen Performance Consultancy for the performance of the Service.

2. The Client indemnifies Hendriksen Performance Consultancy against any liability as a result of failure to comply with the obligations with regard to the timely provision of all correct, reliable and complete data, information, documents and/or documents.

3. The Client indemnifies Hendriksen Performance Consultancy against all claims of the Client and third parties engaged by it or working under it, as well as of customers of the Client, based on the failure to obtain (in time) any subsidies and/or permissions required in the context of the performance of the Agreement.

4. The Client indemnifies Hendriksen Performance Consultancy against any (legal) claim relating to the processing of personal data of employees of the Client or third parties engaged by the Client as a result of the performance of the Agreement by Hendriksen Performance Consultancy.

5. The Client indemnifies Hendriksen Performance Consultancy against all claims from third parties arising from the work performed on behalf of the Client, including but not limited to intellectual property rights to the data and information provided by the Client that can be used in the execution of the Agreement and/or the acts or omissions of the Client towards third parties.

6. If the Client provides electronic files, software or information carriers to Hendriksen Performance Consultancy, the Client guarantees that they are free of viruses and defects.

Article 20 - Complaints

1. If the Client is not satisfied with the service provided by Hendriksen Performance Consultancy or otherwise has complaints about the performance of its assignment, the Client is obliged to report these complaints as soon as possible, but no later than 3 working days after the relevant cause that led to the complaint. Complaints can be reported verbally or in writing with the subject "Complaint".

2. The complaint must be sufficiently substantiated and/or explained by the Client in order for Hendriksen Performance Consultancy to be able to handle the complaint.

3. Hendriksen Performance Consultancy will respond to the complaint as soon as possible, but no later than within 21 working days after receipt of the complaint.

4. The parties will try to reach a solution together.

Article 21 - Applicable law

1. The legal relationship between Hendriksen Performance Consultancy and the Client is governed by Dutch law.

2. Hendriksen Performance Consultancy has the right to amend these general terms and conditions and will inform the Client thereof.

3. In the case of translations of these general terms and conditions, the Dutch version shall prevail.

4. All disputes arising from or as a result of the Agreement between Hendriksen Performance Consultancy and the Client will be settled by the competent court.

Cromvoirt, 06 June 2024.

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