Artikel 1: General Provisions

1.1 These general terms and conditions apply to all quotations, services, offers, and agreements of Focus Projects & Consultancy, located in [City], the Netherlands, hereinafter referred to as the “Service Provider.”
1.2 Client means the natural or legal person who purchases services from the Service Provider or to whom a quotation has been issued.
1.3 Parties means the Service Provider and the Client jointly.

Artikel 2: Definitions

For the purposes of these terms and conditions, the following definitions apply:

• Service(s): all advisory, consultancy, partner channel strategy, project management, and other supporting activities performed by the Service Provider.
• Quotation: a proposal from the Service Provider specifying the Services, scope, rates, and any conditions.
• Agreement: the agreement between the Client and the Service Provider, entered into on the basis of a quotation or order confirmation.
• Fee: the amount the Client owes for Services performed or to be performed.

Artikel 3: Applicability

3.1 These terms and conditions apply to all quotations and agreements, unless expressly agreed otherwise in writing.
3.2 Deviations from these terms and conditions are only valid if confirmed in writing by the Service Provider.
3.3 The Client’s terms and conditions are expressly excluded, unless agreed otherwise in writing.

Artikel 4: Formation of the Agreement

4.1 The Agreement is concluded at the moment the Client has accepted the quotation in writing or electronically, or when the Service Provider has commenced performance of the Services.
4.2 The Service Provider is entitled to engage third parties to perform (parts of) the Agreement. The Service Provider is not liable for errors or shortcomings of these third parties, insofar as this was reasonably necessary and the Client was informed in advance.
4.3 The Service Provider’s obligation is a best-efforts obligation, not an obligation to achieve a specific result. The Service Provider will act with due care and professional competence.

Artikel 5: Quotations and Payment

5.1 Quotations are without obligation unless expressly stated otherwise.
5.2 All amounts are in euros and exclusive of VAT, unless stated otherwise.
5.3 Invoices must be paid within 14 days of the invoice date, unless otherwise agreed in writing.
5.4 If the payment term is exceeded, the Client is in default by operation of law, without any notice of default being required.
5.5 The Service Provider is entitled to charge interest on the outstanding amount from the due date, for example 1% per month or the maximum rate permitted by law.
5.6 All (extrajudicial and judicial) collection costs are for the account of the Client. These costs are at least 15% of the amount to be collected, unless higher costs are demonstrably necessary.

Artikel 6: Working Method, Delivery, and Changes

6.1 The content and scope of the Services are determined in consultation with the Client.
6.2 Deadlines stated in quotations or assignments are indicative. The Service Provider strives to meet them but is not liable for overruns, unless expressly agreed as a strict deadline.
6.3 If, during performance, it appears that additional work or changes are required, the Service Provider will discuss the consequences for scope, time, and costs with the Client and proceed after written confirmation.
6.4 The Client is obliged to provide the necessary cooperation, such as timely provision of information, feedback, approvals; delays in this regard may lead to postponement of performance or additional costs.

Artikel 7: Term, Cancellation, and Termination

7.1 The Agreement continues until the agreed phase has been completed, unless agreed otherwise.
7.2 The Client may cancel the Agreement in writing, subject to a notice period (e.g., one month) or as agreed in the assignment.
7.3 In the event of early termination by the Client, the Client is obliged to pay the Service Provider for the work already performed and costs incurred up to the time of termination.
7.4 The Service Provider may terminate the Agreement if the Client is in material breach of its obligations or in the event of non-payment, after a written notice of default.

Artikel 8: Liability

8.1 The Service Provider is only liable for direct damage caused by intent or gross negligence.
8.2 Liability is in all cases limited to the amount that the Client has paid to the Service Provider under the Agreement, up to a maximum of €25,000 (or to be aligned with your risk profile).
8.3 Exclusion of liability for consequential damages, such as lost profits, missed savings, and damage due to business interruption.
8.4 Insofar as the Service Provider engages third parties, the Service Provider is not liable for shortcomings of these third parties, provided these were reasonably beyond its control.

Artikel 9: tellectual Property

9.1 All intellectual property rights to documents, reports, methodologies, working documents, and other materials used or produced by the Service Provider remain with the Service Provider, unless agreed otherwise in writing.
9.2 The Client receives a non-exclusive, non-transferable right of use for internal use of these materials, for the purposes for which they were provided.
9.3 The Client may not make changes to the delivered materials without the Service Provider’s permission, nor cite the work in public works without source acknowledgment.

Artikel 10: Confidentiality

10.1 The Parties undertake to keep confidential all confidential information they obtain from each other in the context of the Agreement.
10.2 Information is considered confidential if it has been communicated as such in writing or orally and/or if this follows from the nature of the information.
10.3 The duty of confidentiality remains in force after termination of the Agreement, for a period of, for example, 1 year, or longer if applicable.

Artikel 11: Focrce Majeure

11.1 The Service Provider is not obliged to fulfill obligations if prevented from doing so due to force majeure. Force majeure includes all circumstances beyond its control that could not reasonably have been foreseen, including but not limited to illness, government measures, power outages, internet outages, war, pandemic.
11.2 In the event of force majeure, obligations are suspended for as long as the force majeure continues. If the force majeure lasts longer than [e.g., 2 months], both parties have the right to terminate the Agreement in writing without being liable for damages.

Artikel 12: Confidentiality and Personal Data

12.1 The Service Provider processes personal data for the purpose of performing the Agreement and in accordance with the Service Provider’s Privacy Statement.
12.2 If, in the assignment, the Service Provider processes personal data in the capacity of processor, a data processing agreement will be concluded, if legally required.
12.3 The Client is responsible for the lawfulness of the data provided to the Service Provider.

Artikel 13: Changes to the General Terms and Conditions

The Service Provider reserves the right to amend these general terms and conditions. Changes will be announced in writing or electronically and will take effect from the time of publication, unless otherwise determined.

Artikel 14: Applicable Law and Disputes

14.1 All agreements with the Service Provider are governed exclusively by Dutch law.
14.2 Disputes will be resolved initially through mutual consultation.
14.3 If consultation does not provide a solution, disputes will be settled by the competent court in the Service Provider’s place of business.

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