General Terms and Conditions Mrs Green

General Terms and Conditions Mrs Green
S. Huybrechts operating under the name Mrs Green (hereinafter: Mrs Green) is registered with the Chamber of Commerce under number 34238589 and is located at Duvenvoordestraat 21 (2013 AB) in Haarlem.

Article 1 – Definitions
1. In these general terms and conditions, the following terms are used in the following meaning, unless expressly indicated otherwise.
2. Offer: any offer or quotation to the Client for the provision of Services by Mrs Green.
3. Participant: the natural person or employee who participates in a Service.
4. Services: Mrs Green’s Services include various forms of coaching, advising and giving workshops and events in the field of nutrition, sports, health, relationships, spirituality, body, mind and soul. Mrs Green is not a medical service provider. Mrs Green and third parties engaged by her are not doctors and are not registered as such in the BIG register.
5. Mrs Green: Mrs Green offers the service provider Services to the Client hereinafter: Mrs Green.
6. Client: the legal person or natural person who does not act in the exercise of a profession or business that Mrs Green has appointed, has given orders to Mrs Green for Services that are performed by Mrs Green, or to whom Mrs Green has made a proposal under an Agreement.
7. Agreement: any Agreement and other obligations between the Client and Mrs Green, as well as proposals from Mrs Green for Services that are provided by Mrs Green to the Client and that are accepted by the Client and are accepted and performed by Mrs Green with which these general terms and conditions form an inseparable whole.

Article 2 – Applicability
1. These general terms and conditions apply to every Offer from Mrs Green, every Agreement between Mrs Green and the Client and to every service offered by Mrs Green.
2. Before an Agreement is concluded, the Client will be provided with these general terms and conditions. If this is not reasonably possible, Mrs Green will indicate to the Client how the Client can view the general terms and conditions.
3. Deviation from these general terms and conditions is not possible. In exceptional situations, the general terms and conditions can be deviated from insofar as this has been explicitly agreed in writing with Mrs Green.
4. These general terms and conditions also apply to additional, amended and follow-up orders from the Client.
5. If one or more provisions of these general terms and conditions are partially or wholly invalid or are invalid, the other provisions of these general terms and conditions will remain in force, and the invalid/nullified provision(s) will be replaced by a provision with the same purport as the original provision.
6. Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions.
7. The applicability of Articles 7:404 of the Dutch Civil Code and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.
8. If reference is made to she/her in these general terms and conditions, this should also be construed as a reference to he/him/are, if and insofar as applicable.
9. In the event that Mrs Green has not always demanded compliance with these general terms and conditions, she retains her right to demand compliance in whole or in part with these general terms and conditions.

Article 3 – The Offer
1. All offers made by Mrs Green are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be expressly stated in the Offer.
2. Mrs Green is only bound by an Offer if it is confirmed in writing by the Client within 6 months, unless otherwise agreed. Nevertheless, Mrs Green has the right to refuse an Agreement with a (potential) Client for reasons that are justified for Mrs Green.
3. The offer contains a description of the Services offered. The description is sufficiently specified, so that the Client is able to make a proper assessment of the offer. Any information in the offer is only an indication and cannot be a ground for any compensation or dissolution of the Agreement.
4. Offers or quotations do not automatically apply to follow-up orders.
5. Delivery times in Mrs Green’s offer are in principle indicative and, if they are exceeded, do not entitle the Client to dissolution or compensation, unless expressly agreed otherwise.

Article 4 – Conclusion of the Agreement
1. The Agreement is concluded at the moment that the Client has accepted an Offer or Agreement from Mrs Green by returning a signed copy (scanned or original) to Mrs Green or gives an explicit and unambiguous agreement to the Offer by email.
2. Mrs Green is not bound by an Offer if the Client could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or error. The Client cannot derive any rights from this mistake or error.
3. Any Agreement entered into with Mrs Green or a project awarded to Mrs Green by the Client rests with the company and not with an individual person associated with Mrs Green.
4. The right of withdrawal of the Client being a Company is excluded, unless otherwise agreed. The Client, being a Consumer, has the right to revocation during the statutory period of 14 days, unless Mrs Green has already commenced the Services with the Client’s permission. The client waives its right of withdrawal by means of this permission.
5. If the Agreement is entered into by several Clients, each Client is individually jointly and severally liable for the fulfillment of all obligations arising from the Agreement.

Article 5 – Term of the Agreement
1. The Agreement is entered into for a definite period of time, unless the content, nature or purport of the assignment implies that it has been entered into for an indefinite period of time. The duration of the assignment also depends on external factors, including but not limited to the quality and the timely delivery of the information that Mrs Green obtains from the Client.
2. Both the Client and Mrs Green can dissolve the Agreement on the basis of an attributable shortcoming in the fulfillment of the Agreement if the other party has been given written notice of default and it has been given a reasonable term to fulfill its obligations and it still fails to fulfill its obligations in that case. to comply correctly. This also includes the payment and cooperation obligations of the Client.
3. If the Client is more than fifteen minutes late, Mrs Green is entitled to refuse the services and Mrs Green is not obliged to refund the amount paid by the Client, or it will result in the Client remaining owed the costs of the relevant appointment.
4. Termination (cancellation) of the Agreement takes place in writing.
5. If the Client cancels an already confirmed order within 24 hours before the start, Mrs Green is not obliged to refund the amount paid by the Client, or it will result in the Client remaining owed the costs of the relevant appointment.
6. The dissolution of the Agreement does not affect the Client’s payment obligations insofar as Mrs Green has already performed work or delivered services at the time of the dissolution. The client must pay the agreed fee.
7. In the event of premature termination of the Agreement, the Client owes Mrs Green the reserved time and the costs actually incurred up to that point at the agreed (hourly) rate. The time registration of Mrs Green is leading in this.
8. Both the Client and Mrs Green can terminate the Agreement in writing, in whole or in part, without further notice of default, with immediate effect if one of the parties is granted a moratorium, bankruptcy has been filed or the company concerned ends due to liquidation. If a situation as stated above occurs, Mrs Green is never obliged to refund monies already received and/or compensation.

Article 6 – Performance of the service
1. Mrs Green will make every effort to perform the agreed service with the greatest possible care, as may be expected of a good service provider. Mrs Green guarantees a professional and independent service. All Services are performed on the basis of a best-efforts obligation, unless a result has been explicitly agreed in writing which is described in detail.
2. The performance of the services takes place online or at the location of Mrs Green unless the parties have expressly agreed on a different location.
3. The Agreement on the basis of which Mrs Green performs the Services, is leading for the size and scope of the services. The Agreement will only be performed for the benefit of the Client. Third parties cannot derive any rights from the content of the Services performed in connection with the Agreement.
4. The information and data provided by the Client are the basis on which the Services offered by Mrs Green, and the prices are based. Mrs Green has the right to adjust its services and prices if the information provided turns out to be incorrect and/or incomplete.
5. In the performance of the Services, Mrs Green is not obliged or obliged to follow the instructions of the Client if this changes the content or scope of the agreed Services. If the instructions result in further work for Mrs Green, the Client is obliged to reimburse the additional costs accordingly on the basis of a new quotation.
6. Mrs Green is entitled to engage third parties for the performance of the Services at its own discretion.
7. If the nature and duration of the assignment so require, Mrs Green will keep the Client informed of the progress in the interim in the agreed manner.
8. The performance of the Services is based on the information provided by the Client. If the information has to be changed, this may have consequences for any established planning. Mrs Green is never liable for adjusting the planning. If the commencement, progress or delivery of the Services is delayed because, for example, the Client has not provided all requested information or has not provided all requested information on time or in the desired format, does not provide sufficient cooperation, any advance payment has not been received in time by Mrs Green or due to other circumstances , which are at the expense and risk of the Client, there is a delay, Mrs Green is entitled to a reasonable extension of the delivery or completion period. All damage and additional costs as a result of delay due to a cause as mentioned above are for the account and risk of the Client.
9. Mrs Green’s Services can never be regarded as psychological treatments as referred to in the context of general basic GGZ and specialized GGZ.

Article 7 – Obligations of the Client
1. The Client is obliged to provide all information requested by Mrs Green as well as relevant appendices and related information and data in a timely manner and/or before the start of the work and in the desired form for the correct and efficient execution of the Agreement. In the absence of this, Mrs Green may not be able to fully implement and/or deliver the relevant documents. The consequences of such a situation are at all times at the expense and risk of the Client.
2. Mrs Green is not obliged to check the accuracy and/or completeness of the information provided to her or to update Client with regard to the information if it has changed over time, nor is Mrs Green responsible for the correctness and completeness of the information compiled by Mrs Green for third parties and/or provided to third parties in the context of the Agreement.
3. Mrs Green may, if necessary for the performance of the Agreement, request additional information. Failing this, Mrs Green is entitled to suspend its activities until the information has been received, without being obliged to pay any compensation for whatever reason towards the Client. In the event of changed circumstances, the Client must notify Mrs Green of this immediately or no later than 3 working days after the change has become known.
4. The Client is expected to make an active effort and to cooperate with Mrs Green for the proper execution of the Agreement.

Article 8 – Advice
1. Mrs Green can, if instructed to do so, draw up an advice, plan of approach, design, reporting, planning and/or reporting for the benefit of the service. The content of this is not binding and only of an advisory nature, but Mrs Green will observe the duties of care resting on her. The client decides itself and under its own responsibility whether to follow the advice.
2. The advice provided by Mrs Green, in whatever form, can never be regarded as medical or dietary advice.
3. The Client will notify Mrs Green in writing prior to the commencement of the work of all circumstances that are or may be important, including any points and priorities to which the Client wishes attention.

Article 9 – Coaching and workshops
1.If an order has been given for this, Mrs Green can provide coaching and/or workshops for the Client and Participants nominated for the Client.
2. The relevant Service takes place at Mrs Green’s location, unless another location has been expressly agreed. The participant will be informed of this in good time. If the Service takes place at the Client’s location, the Client is obliged to make the facilities required in the context of the Service available in a timely manner. If a Service cannot take place or is delayed because the Client has not complied with the aforementioned obligation, all consequences of this will be for the account and risk of the Client. Mrs Green is also entitled to give instructions regarding the suitability of the location and facilities available there before the start of the Service.
3. The content of the Service offered by Mrs Green, and the advice provided during the Service are not binding and only of an advisory nature, but Mrs Green will observe the duties of care resting on her. As far as possible, the Service is tailored to the wishes of the Client as well as the needs of the relevant Participant(s).
4. The Client will notify Mrs Green in writing prior to the commencement of the Service of all circumstances that are or may be important, including any points and priorities to which the Client wishes attention.
5. Mrs Green is entitled to cancel or move the Service to another date if there are too few registrations. It is at Mrs Green’s sole discretion to move the Service. If the Client is not available on the new date set, the Client is entitled to a pro rata refund of monies already paid or can participate in another Service on another date, or the current Service will be rescheduled. The parties will consult on this. If there are too many registrations, Mrs Green is entitled to have the Service take place in several sessions. If applicable, the aforementioned situation will be discussed with the Client in a timely manner.

Article 10 – Additional work and changes
1. If during the performance of the Agreement it appears that the Agreement needs to be adjusted, or if further work is required at the Client’s request to achieve the desired result for the Client, the Client is obliged to to pay for work in accordance with the agreed rate. Mrs Green is not obliged to comply with this request and may require the Client to conclude a separate Agreement and/or refer it to an authorized third party.
2. If the additional work is the result of Mrs Green’s negligence, Mrs Green has made an incorrect estimate or could have reasonably foreseen the work in question, these costs will not be passed on to the Client.

Article 11 – Prices and payment
1. All prices include sales tax (VAT).
2. Mrs Green performs her services in accordance with the agreed (hourly) rate. The costs of the work will be charged to the Client in accordance with the agreement, in advance or monthly in arrears, unless otherwise agreed.
3. Travel time for the benefit of the Client and costs related to travel will be passed on to the Client.
4. The Client cannot derive any rights or expectations from a budget (quotation) issued in advance unless the parties have expressly agreed otherwise.
5. Mrs Green is entitled to annually increase the applicable prices and rates in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and insofar as they are expressly laid down in the Agreement.
6. The Client must pay these costs at once, without settlement or suspension, within the specified payment term as stated on the invoice to the account number and details of Mrs Green made known to it.
7. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation, or request for payment towards the Client, the payment and all other obligations of the Client under the Agreement will become immediately due and payable.

Article 12 – Collection policy
1. If the Client does not meet its payment obligation, and has not fulfilled its obligation within the specified payment term of 14 days, the Client will first receive a written reminder with a term of 14 days after the date of the reminder to still to comply with the payment obligation, including a statement of the extrajudicial costs if the Client does not fulfill its obligations within that period, before it is in default.
2. From the date that the Client is in default, Mrs Green will be entitled, without further notice of default, to the statutory commercial interest from the first day of default until full payment, and compensation for the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code to be calculated according to the graduated scale from the decision. compensation for extrajudicial collection costs from 1 July 2012.
3. If Mrs Green has incurred more or higher costs that are reasonably necessary, these costs are eligible for compensation. The full legal and execution costs incurred are also for the account of the Client.

Article 13 – Privacy, data processing and security
1. Mrs Green handles the (personal) data of the Client with care and will only use it in accordance with the applicable standards. If requested, Mrs Green will inform the person concerned about this.
2. The Client is responsible for the processing of data that are processed using a service from Mrs Green. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies Mrs Green against any (legal) claim related to this data or the execution of the Agreement.
3. If Mrs Green is required to provide information security under the Agreement, this security will meet the agreed specifications and a security level that, in view of the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.

Article 14 – Suspension and dissolution
1.Mrs Green has the right to retain the information, data files and more that she has received or realized if the Client has not yet (fully) fulfilled its payment obligations. This right remains in full force if a reason for Mrs Green arises which justifies suspension in that case.
2. Mrs Green is authorized to suspend the fulfillment of its obligations as soon as the Client is in default with the fulfillment of any obligation arising from the Agreement, including late payment of its invoices. The suspension will be immediately confirmed in writing to the Client.
3. In that case Mrs Green is not liable for damage, for whatever reason, as a result of the suspension of her work.
4. The suspension (and/or dissolution) does not affect the Client’s payment obligations for work already performed. In addition, the Client is obliged to compensate Mrs Green for any financial loss that Mrs Green suffers as a result of the Client’s default.

Article 15 – Force majeure
1. Mrs Green is not liable if, as a result of a force majeure situation, she is unable to fulfill her obligations under the Agreement.
2. Force majeure on the part of Mrs Green in any case includes, but is not limited to: (i) force majeure of Mrs Green’s suppliers, (ii) failure to properly fulfill obligations of suppliers that Client or its third parties have given to Mrs Green are prescribed or recommended, (iii) defective software or any third parties involved in the performance of the service, (iv) government measures, (v) failure of electricity, internet, data network and/or telecommunication facilities, (vi) illness (of employees ) of Mrs Green or advisors engaged by her and (vii) other situations that in Mrs Green’s opinion fall outside her sphere of influence that temporarily or permanently prevent the fulfillment of her obligations.
3. In the event of force majeure, both Parties have the right to dissolve the Agreement in whole or in part. In that case, all costs incurred before the dissolution of the Agreement will be paid by the Client. Mrs Green is not obliged to compensate Client for any losses caused by such withdrawal.

Article 16 – Limitation of liability
1. If any result laid down in the Agreement is not achieved, a shortcoming on the part of Mrs Green will only be deemed to exist if Mrs Green has expressly promised this result in writing when accepting the Agreement.
2. In the event of an attributable shortcoming on the part of Mrs Green, Mrs Green is only obliged to pay any compensation if the Client has given Mrs Green notice of default within 14 days of discovery of the shortcoming and Mrs Green has not subsequently remedied this shortcoming within a reasonable period of time. The notice of default must be submitted in writing and contain such an accurate description/substantiation of the shortcoming, so that Mrs Green is able to respond adequately.
3. If the performance of Services by Mrs Green leads to liability on the part of Mrs Green, that liability is limited to the total amount invoiced in the context of the Agreement, but only with regard to the direct damage suffered by the Client unless the damage is the result of intentional or bordering on recklessness on the part of Mrs Green. Direct damage is understood to mean reasonable costs incurred to limit or prevent direct damage, determining the cause of damage, direct damage, liability and the method of repair.
4. Mrs Green expressly excludes all liability for consequential damages. Mrs Green is not liable for missed savings, delay damage and immaterial damage.
5. The Client indemnifies Mrs Green against all third-party claims as a result of a defect as a result of a service provided by the Client to a third party and which also consisted of Services provided by Mrs Green, unless the Client can demonstrate that the damage was solely caused by the service from Mrs Green.
6. Any advice provided by Mrs Green, based on information that is incomplete and/or incorrectly provided by the Client, is never a ground for liability on the part of Mrs Green.
7. The content of the advice provided by Mrs Green is not binding and only advisory in nature. The Client decides itself and under its own responsibility whether it will follow the proposals and advice of Mrs Green mentioned herein. All consequences arising from the follow-up of the advice are for the account and risk of the Client. The client is at all times free to make its own choices that deviate from the advice provided by Mrs Green. Mrs Green is not bound by any form of refund if this is the case.
8. If a third party is engaged by or on behalf of the Client, Mrs Green is never liable for the actions and advice of the third party engaged by the Client as well as the processing of results (of advice prepared) of the third party engaged by the Client in Mrs Green’s own advice.
9. Mrs Green does not guarantee a correct and complete transmission of the content of and e-mail sent by/on behalf of Mrs Green, nor for the timely receipt thereof.

Article 17 – Confidentiality
1. Mrs Green and the Client undertake to maintain the confidentiality of all confidential information obtained in the context of an assignment. Confidentiality arises from the assignment and must also be assumed if it can reasonably be expected that it concerns confidential information. Confidentiality does not apply if the information in question is already public/commonly known, the information is not confidential and/or the information was not disclosed to Mrs Green during the Agreement with the Client and/or was obtained by Mrs Green in some other way.
2. In particular, the secrecy pertains to advice, reports, designs, working methods and/or reports drawn up by Mrs Green regarding the assignment of the Client. The Client is expressly prohibited from sharing its contents with employees who are not authorized to take cognizance of this and with (unauthorized) third parties. Furthermore, Mrs Green always exercises the required care in dealing with all business-sensitive information provided by the Client.
3. If Mrs Green is obliged on the basis of a legal provision or a court decision to (partly) provide the confidential information to the law or competent court or indicated third party and Mrs Green cannot invoke a right of nondisclosure, Mrs Green is not obliged to compensation and does not give the Client any ground for dissolution of the Agreement.
4. The transfer or dissemination of information to third parties and/or publication of statements, advice or productions provided by Mrs Green to third parties requires the written permission of Mrs Green, unless such permission has been expressly agreed in advance. The Client will indemnify Mrs Green against all claims by such third parties as a result of reliance on such information distributed without the written consent of Mrs Green.
5. Mrs Green and the Client also impose the confidentiality obligation on the third parties to be engaged by them.

Article 18 – Intellectual Property
Rights 1. All IP rights and copyrights of Mrs Green, including in any case, but not limited to all designs, methods (I-care method), models, reports, and advice rest exclusively with Mrs Green and are not transferred to Client unless expressly agreed otherwise.
2. If it has been agreed that one or more of the aforementioned items or works of Mrs Green will be transferred to the Client, Mrs Green is entitled to conclude a separate Agreement for this and to demand appropriate monetary compensation from the Client. Such compensation must be paid by the Client before it acquires the relevant items or works with the IP rights resting thereon.
3. The Client is prohibited from disclosing and/or multiplying, modifying, or making available to third parties (including use for commercial purposes) all documents and software on which the IP rights and copyrights of Mrs Green rests without express prior written permission. from Mrs Green. If the Client wishes to make changes to items delivered by Mrs Green, Mrs Green must explicitly agree to the intended changes.
4. The Client is prohibited from using the items and documents on which Mrs Green’s intellectual property rights rest other than as agreed in the Agreement.
5. The parties will inform each other and take joint measures if an infringement of IP rights occurs.

Article 19 – Indemnification and correctness of information
1. The Client is responsible for the correctness, reliability and completeness of all data, information, documents and/or documents, in whatever form, that it provides to Mrs Green in the context of an Agreement, as well as for the data it has obtained from third parties, and which has been provided to Mrs Green for the purpose of performing the Service.
2. The Client indemnifies Mrs Green against any liability as a result of the failure or late fulfillment of the obligations with regard to the timely provision of all correct, reliable and complete data, information, documents and/or documents.
3. The Client indemnifies Mrs Green against all claims from the Client and third parties engaged by it or working under it, as well as from clients of the Client, based on the failure to obtain (timely) any permissions required in the context of the execution of the Agreement.
4. The Client indemnifies Mrs Green against all claims from third parties arising from the work performed for the Client, including but not limited to intellectual property rights on the data and information provided by the Client that can be used in the performance of the Agreement and/ or the acts or omissions of the Client towards third parties.
5. If the Client provides electronic files, software, or information carriers to Mrs Green, the Client guarantees that these are free of viruses and defects.

Article 20 – Complaints
1. If the Client is not satisfied with Mrs Green’s service or otherwise has complaints about the execution of its assignment, the Client is obliged to report these complaints as soon as possible, but at the latest within 7 calendar days after the relevant reason that led to the complaint. led to reporting. Complaints can be reported verbally or in writing via hello@mrsgreen.nl with the subject “Complaint”.
2. The complaint must be sufficiently substantiated and/or explained by the Client if Mrs Green is to be able to handle the complaint.
3. Mrs Green will respond substantively to the complaint as soon as possible, but no later than 7 calendar days after receipt of the complaint.
4. The parties will try to reach a solution together.

Article 21- Applicable law
1. The legal relationship between Mrs Green and the Client is governed by Dutch law.
2. Mrs Green has the right to change these general terms and conditions and will inform the Client thereof.
3. All disputes arising from or in connection with the Agreement between Mrs Green and the Client will be settled by the competent court of the District Court of Noord-Holland, Haarlem location, unless mandatory provisions designate another competent court.

Haarlem, September 27, 2022