Article 1 — Definitions and applicability
In these general terms and conditions, the following definitions apply:
- “Client”: any natural or legal person who enters into an agreement with Crisis Dynamics VOF or receives a quotation.
- “Crisis Dynamics” or “we”: Crisis Dynamics VOF, located at Industrieweg 9, 2254 AE Voorschoten, registered with the Netherlands Chamber of Commerce under number 42017527.
- “Assignment”: the services agreed between the parties, including but not limited to crisis simulations, crisis management plans, training and advisory services.
- “Deliverables”: all products, reports, scenarios and documents delivered by Crisis Dynamics in the course of the assignment.
These general terms and conditions apply to all offers, quotations and agreements between Crisis Dynamics and the client, unless expressly agreed otherwise in writing.
The applicability of any general terms and conditions of the client is expressly rejected. Deviations from these terms are only valid if and insofar as expressly agreed in writing.
These general terms and conditions apply to agreements with business clients. Additional statutory provisions may apply to agreements with consumers.
If any provision of these terms proves to be null and void or voidable, this does not affect the validity of the remaining provisions. In that case, the parties will agree on a valid replacement provision that approximates the purport of the original provision as closely as possible.
Article 2 — Quotations and formation of the agreement
All quotations from Crisis Dynamics are without obligation and valid for 30 days from the date of issue, unless a different period is stated in the quotation. After this period has expired, the quotation lapses.
An agreement is concluded when the client has accepted the quotation in writing. Acceptance by email also counts as written acceptance.
Crisis Dynamics is not bound by obvious errors or mistakes in the quotation.
Crisis Dynamics reserves the right to refuse an assignment, including where accepting the assignment would conflict with laws or regulations or would compromise the integrity of the services.
Article 3 — Performance of the assignment
Crisis Dynamics will perform the assignment to the best of its knowledge and ability, in accordance with the standards of good workmanship. Crisis Dynamics has an obligation of effort and gives no guarantee of a particular result, unless expressly agreed otherwise in writing.
Crisis Dynamics performs the assignment with its own partners. Third parties or subcontractors will not be engaged without the prior written consent of the client.
Stated deadlines and schedules are indicative, unless expressly designated in writing as strict deadlines. Exceeding a deadline does not entitle the client to terminate the agreement or claim damages, unless there is intent or gross negligence.
The client is obliged to provide all cooperation reasonably necessary for the proper performance of the assignment. This includes in any case:
- providing the required information, documents and materials in good time;
- the availability of relevant contact persons and participants on the agreed dates;
- granting access to the required locations, systems or facilities.
If the client does not provide the required cooperation, or does not do so in good time, Crisis Dynamics is entitled to suspend the performance of the assignment and to charge the resulting costs to the client.
Article 4 — Changes to and cancellation of the assignment
Changes to the assignment are only binding if and insofar as they have been agreed in writing. Additional work will be quoted and invoiced separately.
If the client cancels or requests to reschedule a planned performance date, the following costs apply:
- Change of date more than 10 working days before the performance date: no costs.
- Change of date within 5 working days before the performance date: 50% of the agreed assignment fee.
- Change of date within 48 hours before the performance date: 100% of the agreed assignment fee.
Crisis Dynamics is entitled to adjust the schedule in the event of force majeure as referred to in Article 9 of these terms. In that case, a new performance date and any consequences will be determined in consultation with the client.
Article 5 — Fees and invoicing
The client owes the agreed fee as stated in the quotation. The fee is exclusive of VAT, unless expressly stated otherwise. VAT is charged on the amounts due at the rate applicable at the time of invoicing, insofar as Crisis Dynamics is liable for VAT.
Invoicing takes place after full delivery of the assignment, unless agreed otherwise in writing.
The payment term is 30 days from the invoice date. Payment must be made to the bank account specified by Crisis Dynamics.
If the client does not pay within the payment term, Crisis Dynamics will send a payment reminder with an additional term of 14 days. If payment is still not received after that, the client is in default by operation of law and Crisis Dynamics is entitled to:
- charge the statutory commercial interest (Article 6:119a of the Dutch Civil Code) on the outstanding amount, calculated from the due date of the invoice;
- claim all extrajudicial collection costs, in accordance with the Dutch Extrajudicial Collection Costs (Standards) Act.
The client is not permitted to suspend payment obligations or set them off against any claims on Crisis Dynamics, unless a claim has been acknowledged in writing by Crisis Dynamics or established by a court ruling.
The agreed rate is fixed for the duration of the relevant agreement. Crisis Dynamics is entitled to adjust rates for future assignments. Changes will be communicated in writing in good time.
Article 6 — Liability
The liability of Crisis Dynamics for direct damage resulting from an attributable failure in the performance of the agreement is limited to the amount paid or payable by the client for the relevant assignment, exclusive of VAT.
Crisis Dynamics is not liable for:
- consequential damage, including loss of turnover, loss of profit, reputational damage and missed savings;
- damage resulting from incorrect, incomplete or late information provided by the client;
- damage arising from decisions the client makes on the basis of advice given or reports delivered by Crisis Dynamics;
- damage resulting from force majeure as referred to in Article 9;
- indirect damage to third parties, including participants in crisis simulations.
Any claim for damages lapses if the client has not notified Crisis Dynamics in writing, stating reasons, within 30 days of discovering the damage.
Crisis Dynamics does not currently hold professional liability insurance. The client accepts that the limitation of liability referred to in paragraph 1 therefore constitutes the only means of recourse.
Article 7 — Secrecy and confidentiality
Both parties are obliged to keep confidential all confidential information they receive from or learn about the other party in the course of the assignment. Information is considered confidential if this has been expressly stated or if its confidentiality reasonably follows from the nature of the information.
Confidential information of Crisis Dynamics includes in any case:
- working methods, methodologies and simulation formats developed by Crisis Dynamics;
- rates and commercial arrangements made in the course of the assignment.
The confidentiality obligation applies indefinitely after the end of the assignment.
For each breach of the confidentiality obligation by the client, the client owes an immediately payable penalty of € 2,500 per breach, without prejudice to the right of Crisis Dynamics to claim additional damages. The penalty may be reduced by a court if it is unreasonably high in the given circumstances.
The confidentiality obligation does not apply to information that was already public at the time it was provided, or that the receiving party demonstrably already knew without it having been provided by the other party.
Article 8 — Intellectual property
All intellectual property rights to working methods, methodologies, simulation formats, templates and other underlying materials developed by Crisis Dynamics rest exclusively with Crisis Dynamics and are not transferred to the client through the performance of the assignment.
After full payment of the agreed fee, Crisis Dynamics grants the client a non-exclusive, non-transferable right to use the deliverables delivered specifically for the client, solely for internal use within its own organisation.
The client is not permitted to reproduce, publish or make available to third parties any deliverables or underlying materials of Crisis Dynamics without the prior written consent of Crisis Dynamics. The following exceptions apply without prior consent being required:
- providing deliverables to an auditor, certification body or regulator in the context of a certification process, legal obligation or external audit.
Crisis Dynamics is entitled to mention the name of the client on the website and social media channels of Crisis Dynamics, solely to indicate that a business relationship exists or has existed. In doing so, Crisis Dynamics will not provide any substantive information about the nature, scope or results of the assignment carried out.
The client may object to such mention in writing at any time, after which Crisis Dynamics will remove the mention within a reasonable period of 14 days. Objections can be submitted via info@crisisdynamics.nl.
Article 9 — Force majeure
Crisis Dynamics is not obliged to fulfil any obligation if it is prevented from doing so as a result of a circumstance that is not attributable to its fault and for which it is not accountable by law, legal act or generally accepted practice.
Force majeure includes in any case:
- illness or incapacity for work of one or both partners;
- technical failures of systems, internet or equipment;
- extreme weather conditions or other infrastructure problems;
- government measures or legal restrictions;
- failures of third parties over which Crisis Dynamics has no influence.
In the event of force majeure, the obligations of Crisis Dynamics are suspended for the duration of the force majeure situation. The parties will consult on a new schedule. If the force majeure situation lasts longer than 60 days, both parties have the right to terminate the agreement in writing, without any compensation being owed. In that case, Crisis Dynamics retains the right to payment for work already performed.
Article 10 — Termination of the agreement
Crisis Dynamics is entitled to terminate the agreement in writing with immediate effect, without judicial intervention and without being obliged to pay compensation, if:
- the client seriously or repeatedly fails to fulfil its obligations and does not remedy this failure within a reasonable period after written notice of default;
- the client, after having been reminded to do so, remains in default with payment of one or more invoices;
- the client is declared bankrupt, applies for a suspension of payments or is otherwise in a situation from which it can reasonably be inferred that it cannot fulfil its obligations;
- performance of the assignment becomes impossible due to circumstances attributable to the client.
In the event of early termination of the agreement caused by the client, Crisis Dynamics is entitled to invoice the work already performed on the basis of the time actually spent, or pro rata to the agreed rate.
If termination is the result of force majeure on the part of Crisis Dynamics, no payment is owed for work already performed, unless the client has demonstrably benefited from the work already carried out.
Article 11 — Document management and availability of data
Crisis Dynamics keeps information and documents that are not subject to a statutory retention obligation for a period of 6 months after completion of the assignment.
After this retention period has expired, Crisis Dynamics is entitled to destroy all data and documents concerned. After this period, Crisis Dynamics cannot be required to supply reports, scenarios or other deliverables again.
The client is itself responsible for securing delivered deliverables in good time within the retention period referred to in paragraph 1.
For the processing of personal data in the course of the assignment, Crisis Dynamics refers to its privacy policy, which is available on the website of Crisis Dynamics.
Article 12 — Dispute resolution and applicable law
All agreements between Crisis Dynamics and the client are governed exclusively by Dutch law.
If a dispute arises, the parties will first make every effort to resolve the dispute by mutual consultation. The parties will observe a period of at least 30 days after the dispute arises for this purpose.
If mutual consultation does not lead to a solution, the parties will submit the dispute to a mediator before taking legal action. The costs of mediation will be shared between the parties at the outset, unless agreed otherwise.
If mediation does not lead to a solution, the competent court in the district where Crisis Dynamics is established has exclusive jurisdiction to hear disputes, without prejudice to the right of Crisis Dynamics to approach another competent court.
Article 13 — Declaration of applicability and amendment
These general terms and conditions are sent as a PDF attachment with every quotation and are also published on the website of Crisis Dynamics.
By accepting a quotation, the client declares that it has taken note of and agrees to these general terms and conditions.
Crisis Dynamics reserves the right to amend these general terms and conditions. Amendments will be announced in writing or via the website. Ongoing agreements are governed by the terms as they applied at the time the agreement was concluded.
Crisis Dynamics VOF · Industrieweg 9, 2254 AE Voorschoten · KvK 42017527 · Info@crisisdynamics.nl