General Conditions

Article 1 Definitions

In these general terms of delivery, the following terms shall have the following meanings:

(i) Client: any natural or legal person who commissions the Contractor to provide Products and/or Services;

(ii) Contractor: Speak to Inspire, with its registered office in Amsterdam at Nieuwe Herengracht 49 (1011 RN) and trading under Chamber of Commerce number 82244065; or any natural or legal person who provides Products and/or Services on behalf of Speak to Inspire;

(iii) General Terms and Conditions: these general terms and conditions of delivery of the Contractor;

(iv) Agreement: any agreement between the Client and the Contractor, including the Specification, to which the General Terms and Conditions apply;

(v) Specification: the detailed description drawn up by the Contractor of the Agreement to be performed by the Contractor for the Client;

(vi) Products: all Products and/or Services to be delivered by the Contractor;

(vii) Services: all Services to be provided by Provider, including, but not limited to, speech and presentation training and coaching;

(viii) Parties: Client and Contractor jointly; separately referred to as Party

Article 2 Applicability

2.1 These General Terms and Conditions apply to all offers, quotations and order confirmations of the Contractor or similar documents relating to any communication in the context of Products and/or Services to be supplied and to any Agreement between the Client and the Contractor.

2.2 The applicability of other general terms and conditions, including but not limited to the general terms and conditions of the Client, are expressly rejected and do not form part of any Agreement.

2.3 All offers and quotations are entirely without obligation and valid for fourteen 14 days, unless otherwise stated in writing. The Contractor is entitled to revoke the offer or quotation at any time; even after acceptance.

2.4 If one or more provisions of the General Terms and Conditions can be declared void, voidable or otherwise inapplicable by judicial intervention, this will not affect the other provisions of the General Terms and Conditions and the Parties will consult with each other to find a replacement for the void or voided provision that is as close as possible to the purpose and purport of the void or voided provision.

2.5 If the Agreement contains one or more provisions that conflict with the General Terms and Conditions, the Agreement will take precedence over the General Terms and Conditions.

2.6 The headings in the General Conditions serve only to promote readability and do not form part of the General Conditions.

2.7 The General Terms and Conditions cannot be deviated from, unless otherwise agreed in writing.

Article 3 Rights and obligations

3.1 Cancellations regarding agreements to provide services may be made under the following conditions:

• For cancellations between 8 and 6 weeks before the performance date, 25% of the agreed price will be charged;
• For cancellations between 6 and 4 weeks before the performance date, 50% of the agreed price will be charged;
• For cancellations between 4 and 2 weeks before the performance date, 75% of the agreed price will be charged;
• For cancellations from 2 weeks before the execution date, 100% of the agreed price will be charged.

3.2 Cancellation of agreements to deliver items that have already been printed will not be accepted.

3.3 The Contractor will deliver the Products and/or Services to the best of his ability, exercising the due care that may be expected of a Contractor acting reasonably and carefully. There is therefore an obligation of effort.

3.4 The Contractor is entitled, without the Client's prior consent, to involve and deploy, at its own discretion, persons employed by or affiliated with the Contractor or any other third party(ies) that the Contractor deems most appropriate in the performance of the Agreement.

3.5 The Client shall owe the agreed price as mentioned in the Specification for the provision of Products and/or Services. If new requests from the Client require the Contractor to perform additional work (additional work), the Contractor will charge the Client for this work on the basis of subsequent calculation using the rates applicable at that time, unless otherwise agreed in writing.

3.6 The Contractor is entitled to use the Client's name for marketing and/or reference purposes.

3.7 The Client shall provide the Contractor with all cooperation (reasonably) desired or required in the opinion of the Contractor and submit all documents and/or information and/or materials desired or required in the opinion of the Contractor in order for the Contractor to be able to provide its Products and/or Services appropriately. The method of submission shall be further determined by the Contractor by Contract or by mutual agreement.

3.8 If the Contractor is forced to perform more or different work than that originally agreed upon under the Contract due to the non-delivery or late delivery and/or incomplete and/or unsound delivery of the required documents and/or information and/or materials, the associated costs will be incurred separately on the basis of subsequent calculation at the rates then applicable.

3.9 The Contractor will not be obliged, if any payment is not made on the part of the Client, to commence the performance of any Agreement(s) for the Client nor to continue the performance of the Agreement(s) until the payment(s) due have been credited to the Contractor's bank account. The Contractor shall not be liable for any loss incurred on the part of the Client by invoking this suspension for the purposes of any Agreement with the Client. The Contractor shall be entitled to hold the Client liable for any loss suffered on the part of the Contractor as a result of the suspension.

3.10 If the commencement time of the Services to be provided by Provider should be changed and / or if the order thereof should be changed, the Client should notify Provider in writing as soon as possible but no later than 24 hours. After the latter time, Provider shall charge Client for the additional costs to be incurred by Provider in this context.

3.11 If and insofar as the Client is unable to comply with the Specification, the Client must inform the Contractor of this as soon as possible but within 24 hours at the latest, failing which the Contractor will charge the Client for the additional costs incurred by the Contractor in this context.

3.12 The Contractor is permitted to make changes to the Specification as long as justice is done to the purport and purpose of the Service mentioned in the Specification.

3.13 The Client is obliged to arrange necessary sound amplification and stage in view of the number of persons using the Services.

3.14 When performing on location or renting/using equipment from the Contractor, the Client must take out liability insurance that also provides coverage for the work performed by the Contractor or the work performed by the Client for the use of the equipment. All goods rented by Contractor to Client or used by Client will be used at Client's risk. In the event of damage to or loss of such goods (or any part thereof), Client shall be liable for the consequences thereof. Costs arising from damage caused by persons using the services will be recovered from Principal.

Article 4 Prices and costs

4.1 Accommodation expenses and other costs will be reimbursed in full by the Client, provided that the Client has given prior permission for these expenses to be incurred. Contrary to the above, the Client must reimburse all other costs, if and insofar as these costs are reasonable, if it was not reasonably possible for the Contractor to obtain prior permission from the Client.

4.2 Agreed prices are binding unless due to circumstances beyond Contractor's control, such as increases in duties and/or excise duties, importer/manufacturer costs, changes in exchange rates and the like, and in so far as these increases could not reasonably have been foreseen by Contractor, price increases must be applied. If the number of participants on the part of the Client in a Service to be provided by the Contractor is greater than that specified by the Client or if the Client indicates that there will be more participants than originally specified by the Client, the Contractor is authorized at all times to apply a price increase. Price fluctuations resulting from compulsory government measures, such as increases in VAT, will always be passed on.

Article 5 Payment

5.1 All prices and rates stated by the Contractor in offers, quotations, agreements, including the Agreement, and other documents are in Euros and exclusive of VAT and, if and insofar as applicable, the expense allowances relating to each order, consisting of travel, accommodation, shipping and other costs, which will be charged separately to the Client. The aforementioned prices and rates shall be indexed annually in January in accordance with the consumer price index of the CBS, all households series.

5.2 If the total price is less than Euro 5,000, Contractor will invoice Principal in arrears. If total price is greater than or equal to Euro 5,000, Contractor is entitled to invoice 50% in advance. This payment must be paid into the Contractor's bank account no later than 2 weeks prior to the execution date.

5.3 If the invoice does not specify a payment term, the Client must pay the invoice to the Contractor within fourteen (14) days of its date or no later than 14 days before the performance date to a bank account number designated by the Contractor for this purpose. Complaints regarding invoices must be submitted to the Contractor in writing within eight (8) days of the date of dispatch of the invoices. The term of payment shall not be suspended as a result of such a complaint. After the expiry of the aforementioned period, Principal has processed his right in the matter.

5.4 The invoice is deemed to have been paid when the payment owed by the Client has been credited to the Contractor's bank account.

5.5 The Contractor is at all times entitled to demand a bank guarantee or any other form of security from the Client.

5.6 Payments made by the Client will always first serve to settle all interest and costs due in respect of invoices already paid and then to settle the oldest outstanding invoices, even if the Client states that the payment relates to an invoice of a later date. The contestation of an invoice does not relieve Client from the obligation to pay the relevant invoice.

5.7 Under no circumstances shall the Client be permitted to withhold, discount, suspend or offset the payment(s) due to the Contractor. If payment is not made on time, the Client shall be immediately in default without notice of default being required. From the moment that the Client is in default, all other claims of the Contractor against the Client shall be immediately due and payable, without further notice of default, and the Contractor shall be entitled to charge the Client the legally due default interest on the amount due from the first day that the Client is in default.

5.8 If the Client fails to pay its claim after notice of default, the Contractor will be forced to hand over the claim. In addition to what the Principal owes the Contractor at that time, the Principal will owe all additional (extra)judicial (collection) costs, the amount of which is set at at least 15% (fifteen percent) of the total amount owed with a minimum of € 250 (two hundred and fifty Euros), without prejudice to all the Contractor's other rights.

5.9 If the Agreement is entered into with more than one Client, each Client is jointly and severally liable to the Contractor for compliance with the obligations under the Agreement.

5.10 The Contractor reserves the right to invoice orders executed in parts for each partial delivery.

Article 6 Delivery and delivery deadlines

6.1 The delivery term(s) agreed between the Parties in the Agreement, including dates specifically mentioned in the Agreement regarding the entire or interim delivery of Products, are not binding and are considered target dates, unless agreed otherwise in writing. The Contractor will make every effort to comply with said delivery dates as much as possible.

6.2 The delivery period referred to in article 6.1 will commence after the Client has submitted the documents, materials and information necessary for the performance of the Agreement referred to in article 3.6 to the Contractor and subject to the provisions of article 3.7.

6.3 Transport of the Products to be delivered by the Contractor will be at the expense and risk of the Client.

Article 7 Retention of title

7.1 As long as the Contractor has not received full payment from the Client in respect of the Contract relating to delivered Products, the Products, either processed or unprocessed, will remain the property of the Contractor, but at the expense and risk of the Client.

7.2 In the event that the Client fails to fulfil any obligation under the Agreement, the Contractor will have the right to retain the Products to be delivered until the payment due has been made. If and to the extent that the Products referred to here have already been delivered to the Client, the Contractor is entitled to take back the Products delivered, in which case the Agreement is also terminated without judicial intervention. The foregoing is without prejudice to the Contractor's right to claim any compensation(s) for losses suffered.

7.3 The Client is obliged to notify the Contractor immediately by registered letter or fax with acknowledgement of receipt of the assertion by one or more third parties of (alleged) rights to the delivered Products subject to a retention of title pursuant to this article 7.

Article 8 Warranty

8.1 The Contractor provides no guarantees regarding the Products delivered by the Contractor.

8.2 Information regarding the Products such as properties, dimensions, compositions, specifications, etc., as well as information including colors in printed matter, catalogs and illustrations etc. provided by the Contractor with the offer or quotation are indicative and not binding for the Contractor and are given in good faith.

Article 9 Intellectual Property

9.1 All intellectual property rights and, more specifically, trademark rights and copyrights vested in the Products supplied by the Contractor belong exclusively to the Contractor and/or its licensor(s).

9.2 If any materials or accessories to be supplied by the Client are used for the Products and/or Services to be delivered under the Agreement, in the broadest sense of the word, the Client will, if and to the extent necessary, grant the Contractor and the third party or parties engaged by the Contractor for the fulfilment of the Agreement a license and/or sublicense in respect of these materials or accessories and will indemnify the Contractor and the third party or parties engaged by the Contractor against any claims made by the Client and/or third parties in this regard. If there is an infringement of any intellectual property right(s) and the Contractor and/or the third party or parties engaged by the Contractor are held liable in this respect by one or more third parties for the infringement(s) referred to here, the Principal will indemnify the Contractor and, where appropriate, the third party or parties engaged by the Contractor, and will bear all the costs, including the costs associated with any proceedings, in full.

Article 10 Secrecy/personal data

10.1 The Parties acknowledge that all information that they share with each other and/or provide to each other and/or obtain from each other, regardless of its form and content, is confidential information (the "Confidential Information") and each of the Parties agrees to keep all Confidential Information strictly confidential and to use it only in accordance with the purpose of the Agreement.

Article 11 Liability

11.1 The liability of the Contractor and the third party or parties engaged by the Contractor in respect of any damage arising from or related to the Agreement, including loss of turnover or profit or damage resulting from loss of data on the part of the Client, is fully excluded, to the extent permitted by law.

11.2 If and insofar as the Contractor is liable, notwithstanding article 11.1, this liability will in all cases be limited to an amount equal to the amount(s) invoiced by the Contractor and received by the Contractor in respect of the Agreement to which the loss relates, excluding VAT, provided that the Contractor has been notified by registered mail of the incident giving rise to the loss within five (5) working days after the loss arose.

11.3 A series of incidents counts as one (1) incident.

11.4 Any claim against Contractor shall expire by the expiration of a period of three (3) months after delivery of the Products and/or Services, subject to Contractor's written acknowledgement of the claim.

11.5 A failure in the performance of any Contract cannot be held against the Contractor and/or the third party(ies) engaged by the Contractor if it does not result from an attributable failure on the part of the Contractor and/or the third party(ies) engaged by the Contractor and if the Contractor and/or the third party(ies) engaged by the Contractor cannot be held responsible for it pursuant to the law, the definition of force majeure within the meaning of Article 11.6 and the common opinion. In the event of such non-accountable non-performance, the relevant part of the Agreement will be suspended. The Contractor shall, even if only the third party or parties engaged by it are affected by such an event, notify the Client of such event as soon as possible. If the period of suspension has lasted longer than 30 days or as soon as it is clear that the suspension will last longer than 30 days, each Party shall be entitled to terminate the Agreement in whole or in part without being held liable for any compensation to the other Party.

11.6 "Force Majeure" should be understood to mean circumstances or events beyond the control and will of the Contractor - regardless of whether such circumstances or events were foreseen or foreseeable at the time any Agreement was signed - as a result of which the Contractor cannot reasonably be required to perform its obligations under any Agreement. These circumstances or events include in any case, but are not limited to: war, fire, floods, earthquakes, labor disputes, strikes, epidemics, traffic disruption, government regulations and/or similar regulations, regulations issued by (governmental) agencies and similar other cases, embargoes, weather conditions, non-performance by suppliers or subcontractors or any other third party or parties engaged by the Contractor or the Client for the performance of any Agreement, disruption of electricity supply and unavailability of telecommunication services. If, upon the occurrence of force majeure, the Contractor has already partially fulfilled its obligations, or can only partially fulfill its obligations, it is entitled to invoice the part already fulfilled separately and the Client is obliged to pay the relevant invoice as if it were a separate Agreement.

11.7 Client shall indemnify Contractor for claims by third parties in the context of the Services provided by Contractor, which may include, for example, noise nuisance, and/or Products supplied.

Article 12 Termination and dissolution

12.1 If and insofar as the Agreement by its nature and content does not end by completion and has been entered into for an indefinite period, the Parties may unilaterally terminate all or part of the Agreement by registered letter, subject to four (4) weeks' notice.

12.2 If the Client terminates the Agreement in whole or in part, the Client must pay the Contractor the cancellation costs specified in the Agreement and the Contractor is entitled to pass on to the Client all costs already incurred and still to be incurred in the context of the performance of the Agreement, as well as loss of profit. Any amounts paid in advance by the Principal to the Contractor will never be refunded. This does not affect the Contractor's right to claim damages in connection with the termination.

12.3 The Parties will be entitled to terminate the Agreement with immediate effect by giving notice by registered letter without being required to observe a notice period and without this resulting in any obligation to compensate for damage suffered by the other Party if: (a) the other Party fails to fulfill one or more of its obligations under this Agreement with respect to one of the obligations and, after having been notified thereof in writing by the other Party, has not yet complied with such obligation within a reasonable period of not less than 14 days to be fixed by the other Party; (b) there is a continuing inability to perform any of its obligations under this Agreement by the other Party; (c) the other Party applies for a moratorium on payments, the other Party is declared bankrupt, or if the other Party is subject to a distraint order that is not lifted within one (1) month; or (d) the other Party has commenced proceedings to wind up its business.

Article 13 Applicable Law and Forum

13.1 The General Terms and Conditions and the Agreement shall be governed exclusively by Dutch law.

13.2 The competent court in Amsterdam has exclusive jurisdiction to hear disputes arising from or related to the General Terms and Conditions and the Agreement.
October 2012