DefinitionsCompany: the counterparty acting in the conduct of a business or profession.CC: the Dutch Civil Code.Assignment: All activities, in any form, performed by RethinkRebels for the benefit of the counterparty.Distance Service: a contract that is concluded between RethinkRebels and the counterparty under an organized distance service provision scheme, with the exclusive use of one or more means of distance communication up to and including the time at which the contract is concluded. Agreement: Each agreement concluded between RethinkRebels and the counterparty. Counterparty: the company or person that has accepted these terms and conditions and has given instructions to perform an agreement.In writing: also means by electronic means as long as the sender is traceable.
Unless the Terms and Conditions explicitly state otherwise, the singular shall include the plural and vice versa, and references to the male form shall include the female form and vice versa, in relation to the interpretation of the Terms and Conditions.1. Applicability
2. Offers and/or proposals
- These Terms and Conditions are applicable to all proposals, offers and Agreements made between RethinkRebels and the Counterparty unless the parties have expressly waived these Terms and Conditions in writing.
- These Terms and Conditions are also applicable to agreements with RethinkRebels, where third parties should be involved for the fulfillment of the agreement.
- The applicability of terms and conditions of the Counterparty is hereby excluded explicitly.
- Deviations of the Agreement and Terms and Conditions shall only be valid in case these have been explicitly agreed upon in writing.
3. Conclusion of the agreement
- All offers and/or proposals where the contrary has not been explicitly stated, qualify as a non-committal offer and/or proposal and can always be revoked, even if they include a term for acceptance.
- All offers and/or proposals of RethinkRebels are valid for a period of 4 weeks unless indicated otherwise.
- RethinkRebels shall not be bound to her offers and/or proposals when the Counterparty, based on reasonableness and fairness (redelijkheid en billijkheid) and in generally accepted principles (in het maatschappelijk verkeer gangbare opvattingen), should have understood that the offer and/or proposal (in whole or in part) contains an obvious mistake or error.
- In the event, the acceptance (whether on minor points or not) deviates from the offer and/or proposal, RethinkRebels shall not be bound to such acceptance. Unless RethinkRebels states otherwise, the Agreement will not be concluded in accordance with such deviating acceptance.
4. Performance of the agreement
- Proposals and/or offers can only be accepted in writing (including those made through electronic means). RethinkRebels is nonetheless entitled to acknowledge a verbal acceptance as if this would have been made in writing.
- The Agreement is concluded upon receipt of a confirmation of assignment from the Counterparty by RethinkRebels, the Agreement between the parties is concluded, or upon the effective start of the execution by RethinkRebels.
- The Agreement replaces all previous proposals, correspondence or other communication, in writing or verbally.
5. Changes and additional work
- The Agreement will be performed by RethinkRebels to the best of its knowledge and ability and in accordance with good professional practice. The activities to be performed are subject to the best efforts obligation on the part of RethinkRebels. The application of article 7:404, 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.
- RethinkRebels determines how and by whom the Assignment is performed. RethinkRebels is authorized to let third parties carry out certain tasks.
- RethinkRebels is authorized to perform the Agreement in phases. In case the Agreement is performed in phases, RethinkRebels is entitled to invoice each executed part separately. If, and as long as an invoice is not paid by the Counterparty, RethinkRebels is not required to perform the next phase and is authorized to suspend the performance of the Agreement. The RethinkRebels Academy has direct access to all of the learning materials.
- In the event of misconduct by a person or if a person is violating the applicable order- and safety measures, RethinkRebels is authorized to refuse this person access to the Assignment without the obligation to refund the payments made for the workshop or training.
6. Obligations Counterparty
- If, during the performance of the Agreement it appears to be necessary to change or supplement the Agreement for an adequate execution RethinkRebels will inform the Counterparty as soon as possible. Parties will proceed to change the Agreement timely and in consultation with each other.
- If the parties agree that the Agreement needs to be changed/supplemented, the time to completion of the performance can be influenced by this. The Counterparty will be informed accordingly by RethinkRebels as soon as possible.
- If the changes or supplement to the Agreement will have financial, quantitative and/or qualitative consequences, the Counterparty will be informed of this by RethinkRebels in advance.
- If a fixed fee or fixed price is agreed upon, RethinkRebels will indicate to what extent the changes/supplement of the Agreement impacts the fee/price. In this case, RethinkRebels will try – to the extent possible – to provide a quotation in advance.
- RethinkRebels will not be entitled to charge additional costs in case the changes/supplement are due to circumstances attributable to RethinkRebels.
- Changes made to the original Agreement shall only be valid once these changes are accepted by both parties by means of a supplementary or changed agreement.
7. Cancellation and termination
- The Counterparty makes sure that all information required for the performance of the Agreement as indicated by RethinkRebels, or which the Counterparty should reasonably understand are required for the performance, are available in time. In addition, the Counterparty needs to provide all rights and authorizations to RethinkRebels that are required to execute the Assignment adequately. As a result, RethinkRebels does need to be paid for the work that was delivered, not that there was a default by RethinkRebels.
- RethinkRebels is not liable for any damages, of any kind, as a result of using incorrect and/or incomplete information provided by the Counterparty with respect to the performance of the Agreement.
- The Counterparty should refrain from conduct which makes it impossible for RethinkRebels to properly execute the Assignment.
- In case the Counterparty fails to meet its obligations as referred to in this article, RethinkRebels has the right to suspend the execution of the Agreement and/or charge the Counterparty for the extra costs, in accordance with the market prices or fees, incurred due to the delay. Additional costs will be charged in any case after the hours have been scheduled, communicated and found to be in default by the Counterparty.
- RethinkRebels is, at all times, entitled to change the Assignment. RethinkRebels shall inform the Counterparty accordingly as soon as possible. To the extent possible, RethinkRebels will offer a new Assignment. In the event this is not possible, any sums already paid by the Counterparty to RethinkRebels will be refunded by RethinkRebels.
- RethinkRebels is, at all times, entitled to cancel the Assignment. RethinkRebels shall inform the Counterparty accordingly as soon as possible. To the extent possible, RethinkRebels will offer a new Assignment. In the event this is not possible, any sums already paid by the Counterparty to RethinkRebels will be refunded by RethinkRebels.
- Cancellation of the Assignment by the Counterparty is only possible in accordance with the following provisions:
- a. Cancellation is only possible in writing;
- b. 50% of the total fee of the Assignment must be paid, in case of cancellation less than 2 weeks prior to the start of the Assignment;
- and the Counterparty is required to pay the full amount, in case of cancellation during the Assignment.
- RethinkRebels can terminate the Assignment with a notice period of 1 month. In this case, the payments by the counterparty are immediately due and should be paid. RethinkRebels is not responsible to pay any costs to the counterparty.
- For the RethinkRebels academy cancellation is not possible once there is access granted to the online academy.
- The indicated rates and prices by RethinkRebels are excluding VAT unless explicitly agreed otherwise in writing.
- The rates and prices are excluding shipment-, travel-, accommodation, and other expenses unless otherwise agreed.
- In case no rate or price was explicitly agreed upon, the applicable rate or price will be determined based on the actual hours worked and the usual rates of RethinkRebels.
- In the event RethinkRebels intends to change the rate or price, it shall inform the Counterparty accordingly as soon as possible.
- Payment shall be made by means of a transfer into a bank account indicated by RethinkRebels unless otherwise agreed.
- RethinkRebels will send an invoice for the amounts payable by the Counterparty. The payment period of each invoice is 14 days after the date of the invoice unless indicated differently on the invoice or otherwise agreed.
- Invoicing takes place on a monthly basis unless otherwise agreed.
- Objections with respect to the amount stated in the invoice do not suspend the Counterparty’s obligation to fulfill the payment.
- The Counterparty may not set off any amounts with the amount to be paid in relation to an alleged counterclaim.
- All payments received from the Counterparty shall be applied(i) first to the payment of all costs, expenses and accrued and unpaid interest and (ii) second to the repayment of the oldest overdue invoices, even if the Counterparty states that such payment relates to other invoices overdue.
- In the event the Counterparty is in default due to breaching its obligations, the Counterparty shall be liable for all reasonable extrajudicial costs incurred in relation to obtaining payment.
- In the event of bankruptcy, suspension of payments, liquidation, seized assets, death or guardianship the claims of RethinkRebels and the obligations of the Counterparty towards RethinkRebels shall be immediately due and payable.
- Any reasonably incurred judicial and enforcement costs shall be for the account of the Counterparty as well.
11. Force majeure and unforeseen circumstances
- Upon performance of the Assignment, or at least within 7 days after completion, the Counterparty shall examine whether the performed Assignment meets the Agreement.
- The right to a (partial) refund of the price, replacement or compensation for damages expires if a complaint is not reported within the prescribed term unless an extended term arises from the nature of the Assignment or the circumstances of the situation.
- The payment obligation shall not be suspended in the event the Counterparty informs RethinkRebels of the complaint within the prescribed term.
- Notwithstanding anything in these Terms and Conditions to the contrary, neither party shall be liable to the other party for any failure to perform or delay in the performance of any obligation under the Agreement when such failure to perform or delay in performance is caused by unforeseen circumstances or due to any cause or condition beyond the reasonable control of the party. In such an event, the parties are not required to comply with the obligations under the Agreement.
- In addition to the interpretation of this concept under the laws of The Netherlands and case law, the term “force majeure” under these Terms and Conditions shall include all external causes, foreseen or unforeseen, beyond the reasonable control of RethinkRebels due to which RethinkRebels is unable to comply with its obligations.
- Force majeure in relation to RethinkRebels shall, in any case, include:
b. transport disruptions;
c. acts of government that prevent RethinkRebels from timely and/or proper fulfillment of its obligations;
d. riots, civil disturbance, wars,
e. traffic obstructions;
f. labor difficulties;
g. extreme weather conditions;
i. embargoes or inability to obtain supplies; and/or
j. any circumstances which obstruct the normal course of business, resulting in the fact the performance of the Agreement by RethinkRebels cannot be reasonably expected by the Counterparty.12. Liability
- RethinkRebels is only liable for direct damage caused deliberately or as a result of gross negligence of RethinkRebels, and limited to the amount paid out or covered by the insurance to RethinkRebels or limited to the amount specified in the invoice or a maximum amount of €5.000,- if the invoice amount is higher than €5.000,-.
- Direct damage is exclusively understood as:a. the reasonable costs of ascertaining the cause and scope of the damage, to the extent the determination is related to damage as referred to in the Terms and Conditions; b. any reasonable costs incurred to repair the failure in the performance by RethinkRebels in order to meet the Agreement insofar as this can be attributed to RethinkRebels; orc. reasonable costs incurred to prevent or limit the damage, to the extent the Counterparty is able to demonstrate that these costs have led to a limitation of direct damage as referred to in the Terms and Conditions.
- RethinkRebels shall not be liable for any indirect damage, including consequential loss, loss of profits, lost savings and damage caused by interruption of operations, loss as a result of providing insufficient cooperation and/or information to the Counterparty, damage as a result of information or advice provided by RethinkRebels, of which the contents do not explicitly form part of the Agreement and all damages which are not covered by direct damage as referred to in these Terms and Conditions
- RethinkRebels shall not be liable for mistakes in the material provided by the Counterparty or for misunderstandings or mistakes with respect to the performance of the Agreement if these are the result of actions of the Counterparty, such as late or non-delivery of complete, sound and clear information/materials.
- RethinkRebels shall not be liable for mistakes in the event the Counterparty has already given approval, or has had the opportunity to carry out an inspection and has expressed no desire for such an inspection.
- The liability restrictions set out in this article also apply to third parties appointed by RethinkRebels for the performance of the Agreement, and RethinkRebels shall not be liable for damages caused by failures of such third parties.
- RethinkRebels shall not be liable for damage or loss of documents during transportation or mailing regardless of whether these were transported or mailed by or on behalf of RethinkRebels, the Counterparty or third parties.
- The Counterparty indemnifies RethinkRebels, to the extent permitted by law, against liability towards one or more third parties, arisen from and/or connected to the performance of the Agreement, irrespective of whether the damage is caused or inflicted by RethinkRebels or by the third parties appointed by RethinkRebels, by auxiliary materials or the completed Assignment.
- In addition, the Counterparty indemnifies RethinkRebels, to the extent permitted by law, against all liabilities from third parties in connection with any infringement of Intellectual property rights of these third parties.
- The Counterparty is always required to use its best efforts to limit the damage to a minimum.
15. Intellectual property
- Both parties undertake not to disclose to third parties any confidential information obtained from each other or from another source in the context of the Agreement. Information is deemed confidential if the other party has communicated it as such or if this results from the nature of the information. The party receiving confidential information shall only use it for the purpose for which it was provided.
- If RethinkRebels is required by law or by any legal authority to disclose confidential information to third parties and RethinkRebels cannot invoke a legal privilege or a privilege acknowledged or approved by a competent court of law, RethinkRebels shall not be liable for any damages or compensation, and the Counterparty shall not be entitled to dissolve the Agreement pursuant to any damage caused by such disclosure.
- Notwithstanding the above, RethinkRebels is authorized to include the name of the Counterparty in a list of business relations, that is published on the website for third parties or via other means unless agreed otherwise.
- Two weeks after finishing the Assignment, we will hand over the intellectual property from the Counterparty.
Changes to parties
- All intellectual property rights to all the provided products, materials, analyses, designs, software, documentation, (electronic) information and preparatory material thereof (together the “IP Material”), developed or provided as part of the Agreement, are owned exclusively by RethinkRebels or its licensors.
- The Counterparty’s sole rights and authorizations with respect to the IP material derive from the Agreement and/or are expressly conferred in writing. The Counterparty is not entitled to transfer any obtained rights or authorizations regarding the IP material to third parties without prior written consent of RethinkRebels. Nor is the Counterparty entitled to remove or alter any designation concerning intellectual property rights such as copyrights, trademarks or trading names from the IP material. Each exploitation, reproduction, utilization or publication of the IP Material by the Counterparty outside the scope of this Agreement or rights and authorizations granted, will be regarded as a violation of the intellectual property of RethinkRebels. In case the Counterparty has received expressed written consent of RethinkRebels for the exploitation, reproduction, utilization or publication of the IP Material outside the scope of this Agreement or granted rights and authorities, this shall not constitute an infringement of intellectual property rights.
- The Counterparty shall pay an immediately due and payable penalty of €5000,-, not subject to any judicial moderation, for each infringement to RethinkRebels, without prejudice to the right of RethinkRebels to claim reimbursement of the damage incurred by the infringement or to take other legal actions in order to terminate the infringement.
- All the IP Material developed by RethinkRebels for the execution of the Agreement may be used for promotional purposes by RethinkRebels unless otherwise agreed.
- The Counterparty is not entitled to transfer its rights and obligations under the Agreement to any third party without the prior written consent of RethinkRebels.
- RethinkRebels is entitled to impose conditions in relation to such consent.
Governing law and jurisdiction
- Any deviations from these Terms and Conditions can only be agreed in writing. No rights shall derive from such deviations with regards to legal relationships entered into subsequently.
- The administration of RethinkRebels is considered, subject to counter-evidence, as proof of the requests made by the Counterparty. The Counterparty recognizes that electronic communication may serve as proof.
- In case and to the extent that any provision of these Terms and Conditions and/or the Agreement will be declared invalid or unenforceable under the applicable legislation and regulations, the other provisions or parts of the provisions will continue to apply. RethinkRebels replace the provision in question with a valid and enforceable provision that differs as little as possible from the original provision.
- The place of performance of the Agreement shall be deemed the place where RethinkRebels is located.
- These Terms and Conditions and the Agreement, and all non-contractual rights and obligations arising therefrom, are governed by and will be interpreted in accordance with the laws of The Netherlands.
- All disputes between RethinkRebels and the Counterparty related to these Terms and Conditions and the Agreement, or the agreements concluded in the performance of or in connection with these Terms and Conditions and the Agreement, will be submitted exclusively to the competent court of the North of Holland.