General Terms and Conditions

Inhoudsopgave

Lees de Nederlandse Algemene Voorwaarden

Article 1 General, scope and definitions

In these general conditions the following definitions apply:

Robin Good – Robin Good BV registered with the Chamber of Commerce under number 76006697, also trading under the name Zinnige Zaken, Global Goals Games, Sustainability Games and De Duurzaamste Mens.

Client – the party that gives or has given Robin Good an Order;

Supplier – a third party that has committed itself directly or indirectly to Robin Good to provide services and/or items;

Offer – a proposal or quotation made by Robin Good to the Client;

Agreement – the entirety of agreements between Robin Good and the Client recorded in a document;

Assignment – the entirety of agreements between Robin Good and the Client regarding the work to be performed;

Activity – an activity organized and/or performed by Robin Good on behalf of the Client;

(General) Conditions – the present general terms and conditions of Robin Good.

These General Terms and Conditions apply to all offers, assignments, and activities of Robin Good.
Deviations from these General Terms and Conditions can only occur by written agreement.
If the agreement between parties deviates from these General Terms and Conditions, the provisions of the agreement prevail.
If one or more provisions in these General Terms and Conditions are at any time wholly or partially nullified or annulled, the remaining provisions shall remain fully applicable.
If a situation arises between parties that is not regulated in these General Terms and Conditions, this situation must be assessed in the spirit of these General Terms and Conditions.
The applicability of any general terms and conditions of the Client is expressly excluded.
Robin Good is authorized to unilaterally amend these General Terms and Conditions. The changes are binding on the Client once they have been communicated to the Client and, in any case, one month after the effective date determined by Robin Good.

Article 2 Offer and Assignment

Offers made by Robin Good are without obligation. Robin Good is only bound to the offer if it has been confirmed by them through an order confirmation.
Robin Good cannot be held to its offer if the Client can reasonably understand that the offer, or part thereof, contains an obvious error or mistake.
Unless otherwise stated, prices in the offer are exclusive of VAT and other government levies.
The offer is based on the information provided by the Client to Robin Good at that time. The Client guarantees the accuracy and completeness of the information provided.
The Assignment is established at the moment it has been confirmed by one of the parties and not refuted by the other within a reasonable time.
Robin Good may perform additional work and charge the Client if the Client has given written permission for this or Robin Good has confirmed the additional work. Permission or confirmation of additional work will be given as much as possible in advance.
If delays in the execution of the Assignment arise due to the failure, untimely, or improper provision of the requested data and documents, the resulting additional costs and fees are for the Client’s account.
Robin Good is authorized to use the services of third parties for the execution of the Assignment.
Deadlines within which work must be completed are only binding deadlines if explicitly agreed upon in writing.

Article 3 Invoicing, advance payment, and payment terms

The financial terms for a specific Assignment are included in the Offer.
Robin Good may require an advance payment of part of the total agreed amount.
No interest is paid on advance payments.
Payment must, unless otherwise agreed in writing, be made within 14 days of the invoice date.
Payment is made without set-off, compensation, or suspension for any reason whatsoever.
If the Client does not meet its payment obligations, Robin Good will cease its activities or suspend them. Robin Good is in no way liable for any consequences.

Article 4 Liability of Robin Good

Robin Good performs the Assignment with the care, expertise, and professionalism expected of Robin Good concerning the relevant Assignment. Except in cases of intent or gross negligence by Robin Good itself, Robin Good is not liable for any form of damage, including consequential damage, suffered by the Client and/or participant as a result of a shortcoming, wrongful act, or otherwise occurring during the execution of the services.
Robin Good is not liable for damage of any kind resulting from inaccuracies or incompleteness in the information provided by or on behalf of the Client.
If Robin Good can be held liable for any reason, the liability is first limited to the project sum and then to the amount paid out by Robin Good’s liability insurance.

Article 5 Liability of the Client

The Client and/or participant is liable to Robin Good for damage or any other disadvantage caused by their actions or omissions or by third parties allowed by them.
The Client and/or participant is obliged to compensate for damage caused by them or third parties allowed by them to the terrain, buildings, structures, inventory, and other properties of the locations where the Activities are carried out.
The Client is required to provide appropriate insurance for its employees during activities, events, and/or meetings.

Article 6 Complaints

Complaints regarding the work performed and/or the invoice amount must be submitted in writing within 14 days after the dispatch date of the documents or information to which the complaint relates, or within 30 days after discovering the defect if the Client demonstrates that they could not reasonably have discovered the defect earlier. Exceeding this term leads to the lapse of all claims.
Complaints as referred to in the first paragraph expressly do not entitle the Client to suspend payment obligations..
In the case of a justified complaint, Robin Good has the choice between adjusting the invoice amount, improving or re-performing the rejected work at no cost, or wholly or partially ceasing the Assignment against a proportional refund of the amount already paid by the Client.

Article 7 Force Majeure

Robin Good is not obliged to fulfill any obligation towards the Client if it is hindered by a circumstance not attributable to its fault or for which it is not responsible by law, a legal act, or generally accepted practice.
Force majeure in these general terms and conditions includes, in addition to what is understood by law and jurisprudence, all external causes, foreseen or unforeseen, over which Robin Good has no influence but which prevent Robin Good from fulfilling its obligations.
Robin Good may suspend its obligations under the agreement during the period of force majeure. If this period lasts longer than two months, either party is entitled to dissolve the agreement without any obligation to compensate the other party.
Insofar as Robin Good has partially fulfilled or will fulfill its obligations at the time force majeure occurs and the fulfilled or to be fulfilled part has independent value, Robin Good is entitled to separately invoice the fulfilled or to be fulfilled part. The Client is obliged to pay this invoice as if it were a separate agreement.

Article 8 Postponement, modification, and cancellation

The Client can only postpone, modify, or cancel the Assignment in writing. The date of receipt of the postponement, modification, or cancellation by Robin Good applies.
Requests for postponement, modification, or cancellation can be submitted no later than two weeks before the scheduled date of the Activities. After this period, postponement, modification, or cancellation is no longer possible.
Postponement, modification, or cancellation can only take place in consultation with Robin Good. Any proposal for a new date is only effective once confirmed by Robin Good to the Client.
For postponement, Robin Good charges 25% of the total project sum.

For modification or cancellation of the Order by the Client, the table below will be used. The percentage should be read as the maximum portion of the Project Sum to be changed or cancelled:

–	More than 6 weeks before the scheduled (start) date:	80% of the total project sum
–	6 to 3 weeks before the scheduled (start) date:	50% of the total project sum
–	3 to 2 weeks before the scheduled (start) date:	10% of the total project sum
–	Within 2 weeks before the scheduled (start) date:	0% of the total project sum

The amount due under the above conditions can never be less than the so-called “out-of-pocket” costs incurred by Robin Good or the commitments made to third parties. If this is the case, these costs, plus a 15% surcharge, will be charged to the Client.

Article 9 Intellectual property and confidentiality

All information, ideas, models, methods, techniques, and instruments, including software, developed by or on behalf of Robin Good, are and remain the property of Robin Good. A (potential) Client may never use these independently without Robin Good’s written permission.
The Client has the right to reproduce documents but only for use within their organization and as appropriate within the purpose of the Assignment.
Upon completion of the Assignment or in the case of (premature) termination of the Assignment, the previous provisions remain applicable.
Robin Good has the right to use the knowledge gained during the execution of an agreement for other purposes, provided that no strictly confidential information of the Client is disclosed to third parties.
Robin Good and the Client are obliged to maintain confidentiality towards third parties regarding all confidential information they have obtained from each other or another source within the context of their agreement unless there is a legal obligation to disclose. Information is considered confidential if it has been communicated as such by the other party or if this arises from the nature of the information.
Robin Good has the right to publish about the results of Activities, provided the Client’s privacy is safeguarded.
Publishing with mention of the Client’s name will only take place after mutual consultation.

Article 10 Applicable law and disputes

All legal relationships to which Robin Good is a party are exclusively governed by Dutch law, even if an obligation is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there.
The court in Robin Good’s place of establishment has exclusive jurisdiction to hear disputes unless mandatory law dictates otherwise. Nevertheless, Robin Good has the right to submit the dispute to the competent court by law.
Parties will only appeal to the court after making every effort to resolve a dispute in mutual consultation.

Special Provisions for Events, Workshops, and Games

Robin Good primarily conducts its activities at third-party locations. The Client acknowledges this and undertakes to adhere to the terms, conditions, and guidelines of the respective locations.
In deviation from the provisions regarding postponement, modification, or cancellation, postponement due to extreme weather conditions is allowed up to three days before the activity. This only applies if the Dutch Meteorological Institute (KNMI) issues an orange weather alert for the specific location, date, and time of the activity.
If a red weather alert is issued for the specific location, date, and time of the activities, Robin Good will postpone the day.
If more participants are present on the day(s) of the activity than previously indicated, the actual number of participants present will be binding for the invoice.
Failure to appear at the start of the activity by the Client or participant will be considered a cancellation.

Special Provisions for Interim, Consultancy, Advice, and Organization

The Client is not permitted to employ or approach a representative of Robin Good during the term of the assignment agreement (including any extensions) to enter into employment with the Client during this period, except after consultation with and prior written consent from Robin Good.
Within one year after the completion of the Assignment by a representative of Robin Good, the Client may only approach and/or hire the interim professional through Robin Good for work.
In the event of a violation of the provisions in the previous two paragraphs, the Client forfeits an immediately payable penalty of €35,000 per violation, without prejudice to Robin Good’s right to recover the actual damage suffered from the Client.
The Client provides a workspace and (office) facilities necessary for performing the Assignment on location free of charge.
The Client also makes employees from their own organization available free of charge, as required for executing the Assignment.