General conditions

Article 1 – Definitions

For the purposes of these Terms and Conditions, the following definitions shall apply:

Cohesie
Cohesie B.V., having its registered office in Voorthuizen, the Netherlands.

Services
The services provided by Cohesie to the Client or to a third party designated by the Client under an Agreement.

Client
The contractual counterparty of Cohesie.

Agreement
The agreement entered into between Cohesie and the Client for the provision of Services by Cohesie, including any schedules, appendices and attachments thereto.

Parties
Cohesie and the Client collectively, and each individually referred to as a “Party”.

Article 2 – Applicability

2.1 These Terms and Conditions apply to all quotations and offers issued by Cohesie, all Agreements entered into between the Parties, all obligations and legal acts arising therefrom, and all Services performed by or on behalf of Cohesie.

2.2 The applicability of any general terms and conditions used by the Client is expressly excluded.

2.3 Any deviation from these Terms and Conditions shall only be valid if expressly confirmed in writing by Cohesie. If one or more provisions are declared inapplicable or are deviated from, the remaining provisions shall remain in full force and effect.

2.4 These Terms and Conditions shall also apply for the benefit of Cohesie’s employees, former employees, directors, contractors, subcontractors and any third parties engaged by Cohesie in the performance of the Agreement. Such persons shall be entitled to invoke these Terms and Conditions directly against the Client.

2.5 Cohesie reserves the right to amend these Terms and Conditions unilaterally. The Client shall be notified in writing of any amendments prior to their effective date.

Article 3 – Formation of the Agreement

3.1 Quotations issued by Cohesie shall remain valid for the acceptance period specified therein.

3.2 Written acceptance of a quotation shall be followed by the execution of the draft Agreement, including any schedules and appendices, prepared by Cohesie and signed by both Parties.

3.3 Where the Client’s acceptance deviates from the quotation or the draft Agreement, no Agreement shall come into existence until Cohesie has confirmed its acceptance of such deviations in writing.

3.4 All assignments are accepted and performed exclusively by Cohesie, even where an assignment is intended to be carried out by a specific individual.

3.5 The applicability of Sections 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.

Article 4 – Services

4.1 Cohesie shall perform the Services with due care, skill and professional diligence and shall use its best efforts to meet the quality standards and performance indicators agreed upon in the Agreement. Unless expressly agreed otherwise in writing, all Services are provided on a best efforts basis (inspanningsverbintenis). Cohesie does not guarantee that any intended or expected result will be achieved.

4.2 The Services shall be performed from Cohesie’s offices or from any other location designated by Cohesie. Where the Parties agree that the Services will be provided, in whole or in part, at the Client’s premises, the Client shall provide suitable facilities that comply, at a minimum, with the requirements of Section 7:658 of the Dutch Civil Code. The Client shall indemnify and hold Cohesie harmless against any claims arising from a failure to meet these requirements.

4.3 Unless specific deadlines have been agreed in writing, Cohesie shall perform the Services within its standard operational timeframes. Any timeframes stated in the Agreement or otherwise communicated are indicative only and shall never constitute strict or binding deadlines.

4.4 Cohesie shall be entitled to engage subcontractors or other third parties in the performance of the Services, provided that Cohesie continues to safeguard its agreed quality standards.

4.5 Should changes in applicable legislation or regulations result in new or additional obligations for Cohesie and/or the Client in relation to the Services, the Parties shall consult in good faith to amend the Agreement accordingly, where necessary with retroactive effect. Each Party shall notify the other without undue delay of such legislative changes, the resulting contractual amendments required and any associated costs as soon as these become known.

Article 5 – Information and Cooperation

5.1 The Client shall provide Cohesie, in a timely manner, with all information and documentation required for the proper performance of the Services and shall promptly notify Cohesie of any changes thereto.

5.2 The Client shall provide all reasonable cooperation required for Cohesie to perform the Services. This includes, but is not limited to, providing access to relevant personnel and ensuring their availability. Where Dutch occupational health legislation requires the Client to be supported by certified occupational health experts, the Client shall facilitate consultation and cooperation with its Prevention Officer (Preventiemedewerker), Works Council and provide unrestricted access to the workplace where reasonably required.

5.3 Should the Client fail to provide the required information, fail to follow reasonable instructions or fail to provide the necessary cooperation, Cohesie shall be entitled to suspend performance of the Agreement and to charge the Client for any additional costs incurred as a result.

Article 6 – Fees

6.1 All fees and charges stated in quotations and Agreements are expressed in euros (€) and are exclusive of VAT and any other taxes, duties or government levies. Cohesie reserves the right to adjust its fees annually to reflect increases in operating costs and market developments.

6.2 Prior to commencement of the Agreement, the Client shall provide Cohesie with a recent payroll summary or an accountant’s declaration confirming the number of employees. Both full-time and part-time employees shall be included in this calculation. Thereafter, the Client shall provide updated employee information on a monthly basis. Cohesie reserves the right to verify the accuracy of such information.

6.3 Any costs arising from new obligations resulting from changes in legislation or regulations, as referred to in Article 4, shall be borne by the Client.

6.4 The Client shall also bear any costs resulting from incorrect, incomplete or inaccurate information provided by the Client.

6.5 Where scheduled Services are cancelled or cannot be performed due to circumstances beyond Cohesie’s control (other than force majeure affecting Cohesie), the Client shall nevertheless remain liable for payment of the agreed fees and any related costs.

6.6 The agreed fees shall not be payable where cancellation is made in writing within the following periods:

a. Training courses and workshops: at least two (2) months before the scheduled commencement date. The Client shall furthermore have the right to appoint a substitute participant.

b. Projects: at least two (2) months before commencement.

c. Individual client-oriented assignments: at least forty-eight (48) hours before commencement.

6.7 Cohesie may charge the Client reasonable costs associated with the storage and transfer of files and records. This shall not affect the provisions of Cohesie’s Privacy Policy governing the retention and transfer of such records.