General Terms and Conditions The GreenUp Company 

Version: December 2021

1. Definitions

In these general terms and conditions the following definitions apply:

1.1 The GreenUp Company: the consultancy firm The GreenUp Company, with its registered office in Amsterdam, Chamber of Commerce number 78338506;

1.2 Services: all activities, including services, project management, consultancy, training, workshops, coaching, market research that The GreenUp Company performs for or on behalf of the Client;

1.3 Order: any oral or written request, in whatever form, from Client to The GreenUp Company to provide Services or otherwise enter into an Agreement;

1.4    Client: any legal entity or natural person, on whose behalf The GreenUp Company provides Services, or with whom The GreenUp Company enters into an Agreement or with whom The GreenUp Company is in discussion or negotiation about the conclusion of an Agreement;

1.5    Agreement: every agreement that is concluded between The GreenUp Company and Client, every alteration or addition thereto, as well as all (legal) acts in preparation for as well as during the implementation of that agreement.

2. Applicability

2.1    These general terms and conditions form part of and apply to all offers, activities, quotations and Service Agreements between The GreenUp Company and Client.

2.2    Any general terms and conditions used by Client are explicitly rejected by The GreenUp Company.

3. Agreement and Execution

3.1    Quotations from The GreenUp Company are based on information provided by Client. Client guarantees that it has provided all essential information for the design and execution of the Agreement to the best of its knowledge. 

3.2    The GreenUp Company will perform the Services to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

3.3    A composite quotation does not oblige The GreenUp Company to perform part of the Order for a corresponding part of the stated price.

3.4    Offers do not automatically apply to future Orders. 

3.5    All offers and quotations are without obligation and are only intended to invite Client to place an Order, unless explicitly stated otherwise. If no acceptance period is stated in the quotation, the offer expires after 14 calendar days.

3.6    An Agreement is only concluded if and insofar as The GreenUp Company accepts an Order from Client in writing, which in these general terms and conditions is also understood to mean electronically, or as The GreenUp Company executes an Order. If The GreenUp Company performs any work on request before full agreement has been reached on the price and payment conditions for that work, Client will pay The GreenUp Company in accordance with the applicable rates with due observance of the provisions of these general terms and conditions.

3.7    The obligations of The GreenUp Company are best efforts obligations, unless explicitly stated otherwise in the Agreement.

3.8    Client must take all necessary measures to enable The GreenUp Company to fulfil its obligations with regard to the performance of the Services.

3.9    Any delivery times stated by The GreenUp Company (including any specified periods for the provision of services) are only indications, unless expressly agreed otherwise in writing. The GreenUp Company does not assume any guarantee with regard to the agreed delivery times. Late delivery does not entitle Client to compensation, dissolution of the Agreement, suspension or non-fulfilment of any obligation towards The GreenUp Company.

4. Provision of Information, Employees and Workspace

4.1    Client will in a timely manner provide all documents and information that is required for The GreenUp Company to execute the Order. This also applies to the availability of the Client’s employees who are or will be involved in the activities of The GreenUp Company. 

4.2    If the information required for the execution of the Agreement is not provided (in time) to The GreenUp Company, The GreenUp Company has the right to suspend the execution of the Agreement and / or to charge Client any additional costs arising from the delay based on its usual rates. 

4.3    The GreenUp Company is never liable for damage of whatever nature, in the event that The GreenUp Company relied on incorrect and / or incomplete information provided by Client, unless this inaccuracy or incompleteness was known to The GreenUp Company. 

4.4    If it has been agreed that The GreenUp Company will carry out (part of) the work at Client’s location, Client will provide The GreenUp Company with a workspace and an internet connection free of charge.

5. Engaging Third Parties 

5.1    Involvement of third parties in the execution of the Agreement takes place exclusively in consultation. 

5.2    If and insofar as required for the proper execution of the Agreement, The GreenUp Company is entitled in consultation with Client to have certain activities carried out by third parties. 

6. Alterations and Additional Work

6.1    Client accepts that the time schedule may change if parties agree in the interim to expand or change the approach, method or scope of the Order and / or the resulting work. 

6.2 If such an adjustment leads to additional work, this will count as an additional Order. The GreenUp Company is entitled to charge additional costs for this based on the agreed rates or, in the absence thereof, based on its usual rates. 

7. Rates and Costs 

7.1    Rates and prices stated in a quotation or offer are exclusive of VAT and other levies and / or taxes which are (to be) imposed by the government, unless explicitly stated otherwise. 

7.2    An interim change in the cost level that forces The GreenUp Company to adjust the rate or adjust other aforementioned expense allowances will only take place in mutual consultation. 

8. Terms of Payment

8.1    Invoicing takes place immediately upon Order confirmation, unless otherwise agreed in writing.

8.2    Costs that are not included in the rates, including travel costs, may be charged immediately upon approval, unless otherwise agreed. 

8.3    Payment must be made within fourteen days of the invoice date. If payment is not made within that period, The GreenUp Company will send a payment reminder. If payment is also not made after that, Client will owe the statutory commercial interest from the initial due date, without further notice of default or notice of interest being required. The GreenUp Company also has the right to charge collection costs in accordance with the Collection Costs Act. In addition, The GreenUp Company can suspend execution of the Agreement by invoking the uncertainty exception.

8.4    All amounts charged to Client will be paid by Client without discount or deduction.

8.5    Client is not entitled to suspend any of its obligations and is not entitled to set-off.

8.6    If Client is in default or fails to fulfil one or more of its obligations in any way, all reasonable costs in order to obtain payment, both judicial and extra-judicial, will be for its account.

9. Programs and sessions

9.1 After payment, the customer receives a written confirmation of the registration, after which registration is final, unless this company was not yet known to The GreenUp Company and indicates that the company is not a match within the service. A payment will then be refunded as soon as possible.

9.2. After the expiry of the duration of the assignment and/or the program, no claim can be made for parts of the assignment that have not yet been included by the customer, such as 1-on-1 appointments and coaching appointments. The customer is therefore obliged to plan the possibilities for appointments that fall within the period of that program.

9.3. The GreenUp Company reserves the right to change at any time part or all of the functionality of one or more parts of online programs for the sake of quality. The GreenUp Company also reserves the right to stop the online environment at any time for a certain period or forever. This will be communicated to the customer at all times and the customer will then be offered the opportunity to view the content in a different way for an agreed period of inspection.

10. Intellectual Property

10.1 Nothing in these general terms and conditions entails a transfer of intellectual property rights. All documents provided by The GreenUp Company to Client, such as reports, advice, designs, sketches, drawings, software, etc. are exclusively intended for use by Client for its own business operations. These may not be further made public by him or made known to third parties without the prior consent of The GreenUp Company.  

10.2 Client is entitled to reproduce documents for use in its own organization, insofar as appropriate within the purpose of the Agreement. 

10.3 The GreenUp Company also reserves the right to use any knowledge gained during performance of the work for other purposes, insofar as no confidential information of Client is disclosed to third parties. 

11. Confidentiality

11.1 The GreenUp Company is obliged to maintain confidentiality of all confidential information and data of Client towards third parties. In relation to the Order, The GreenUp Company will take all reasonable precautions to protect Client’s interests.  

11.2 Client will not notify third parties about The GreenUp Company’s approach, its working method and the like, or make its reports available, without written permission of The GreenUp Company. 

11.3 To indicate its experience, The GreenUp Company is entitled to communicate the main points of performed work for Client to (potential) customers. 

12. Personal Data

12.1 With regard to personal data that may be processed by The GreenUp Company in relation to this Agreement, The GreenUp Company is the data controller. The GreenUp Company processes such personal data in line with the General Data Protection Regulation (GDPR). 

13. Force Majeure

13.1 Obligations that The GreenUp Company is unable to meet towards Client due to a non-attributable shortcoming (“force majeure”) will be suspended for the duration of the force majeure situation.

13.2 If the force majeure situation has lasted three months, both parties have the right to dissolve the Agreement in whole or in part in writing, without Client being entitled to any compensation.

13.3 Force majeure is understood to mean any circumstance beyond The GreenUp Company’s will, as a result of which fulfilment of (the relevant part of) its obligations towards Client is prevented, delayed or made non-economic or as a result of which fulfilment of these obligations cannot be reasonably expected, including, among other things, illness and other business disturbances as well as theft and late delivery by suppliers and / or other third parties engaged by The GreenUp Company.

14. Liability

14.1 The GreenUp Company is not liable for any indirect damage to Client, including consequential damage, immaterial damage, business damage, loss of orders, lost income, or loss of profit. Direct damage is exclusively understood to mean: a. any reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these general terms and conditions; b. any reasonable costs incurred in order to bring The GreenUp Company’s defective performance in line with the Agreement,

unless these cannot be attributed to The GreenUp Company; c. any reasonable costs incurred to prevent or limit damage, to the extent that Client is able to demonstrate that these costs have resulted in limiting any direct damage as referred to in these general terms and conditions. 

14.2 The liability of The GreenUp Company, for whatever reason, is in any case limited to what Client has paid for performance of the Agreement (excluding VAT).  For interim work that has a lead time of more than three months, a further limitation of the aforementioned liability applies to a maximum of the 

amount that Client has paid over the last three months. Any claims of Client must be submitted within three months after discovery of the damage, failing which Client will forfeit its rights. 

14.3 The GreenUp Company is never liable for any damage, for whatever reason, arising from facts and / or circumstances that can be attributed to third parties designated by Client. Client is fully responsible for its choice with regard to these third parties and any work performed by these third parties is fully at the expense and risk of Client or those third parties. Client indemnifies The GreenUp Company against all claims that these third parties may make with regard to damage that has arisen in any way as a result of Client’s use of the Services.

15. Duration and Termination of the Agreement

15.1 The Agreement between The GreenUp Company and Client is entered into for the duration agreed in the Offer or, in the absence of such term, for the duration of the execution of the Agreement, unless the nature of the Agreement dictates otherwise or if parties expressly and in writing agree otherwise.

15.2 If the Agreement entails the delivery of a specific project result (deliverable) then it is up to The GreenUp Company to reasonably determine whether the project result has been delivered in accordance with the Agreement, subject to proof to the contrary to be provided by Client. 

15.3 The GreenUp Company is entitled to suspend the fulfilment of   its obligations or to dissolve the Agreement if Client does not, not fully or not timely fulfil its obligations under the Agreement.

15.4 If the Agreement is dissolved, claims of The GreenUp Company on Client are immediately due and payable.

15.5 The Agreement cannot be prematurely terminated or cancelled by Client.

15.6 If Client requests changes in whole or in part less than 5 working days prior to a session or workshop, the planned appointment will be charged in full.

15.7 The GreenUp Company may return the Order if proper execution of the Agreement is impeded due to circumstances beyond its control. Such circumstances will include:

• Client does not or not fully fulfil the obligations under the Agreement.
• After concluding the Agreement, The GreenUp Company becomes aware of circumstances that give good reason to fear that Client will not fulfil its obligations. If there is good reason to fear that Client will only partially or improperly fulfil its obligations, suspension is only permitted insofar as the (feared) shortcoming justifies it.

15.8 The Agreement may be dissolved without judicial intervention and without any notice of default being required, if Client is in a state of bankruptcy, applies for a temporary suspension of payments, or loses its power to dispose of its assets or a substantial amount thereof as a result of seizure, placement under guardianship or otherwise.  

15.9   If the Agreement is dissolved, Client is obliged to return all provided documentation to The GreenUp Company.

15.10 If parties have agreed that the Agreement can be cancelled or terminated prematurely by Client, Client will owe 50% of the unpaid fee stated in the Agreement or Order confirmation.

16. Other Provisions

16.1   If one or more provisions of these general terms and conditions should become null and void, voidable or otherwise invalid, the other provisions of these general terms and conditions remain fully applicable. In such a case, The GreenUp Company and Client will enter into consultation in order to agree on new provisions to replace the invalid, nullified or invalid provisions, whereby the purpose and purport of the original provisions are taken into account as much as possible.

17. Applicable Law and Competent Court

17.1 These general terms and conditions and all Agreements concluded by The GreenUp Company are exclusively governed by Dutch law.

17.2 Any disputes between Client and The GreenUp Company will be settled exclusively by the competent court in Amsterdam.