BETTER FUTURE B.V. TERMS AND CONDITIONS

Version – June 2024

 

1. Definitions

Better Future: Better Future B.V.

Client: the individual or entity with whom an agreement concerning a Project or participation in a Program is entered into.

Order Confirmation: Better Future’s written confirmation (also by email or online confirmation) of Client’s order, together with the Proposal and Terms.

Participant: the individual who participates in a Program.

Program: the program as described in the Proposal.

Project: the project or assignment as described in the Proposal.

Proposal: description of the Program or Services attached to the Order Confirmation.

Services Leader(s): the person(s) at Better Future who is (are) in charge of the Services.

Services: the Program or Project as described in the Proposal.

Terms: these terms and conditions.

 

2. Applicability

The Terms shall apply to all offers, Order Confirmations, acts, and agreements with Better Future.

No term or condition set forth in any of client’s solicitation, purchase order, or contract shall become part of any order or otherwise become binding on better future unless expressly agreed to in writing by better future. Client’s order is accepted solely on the condition that client expressly accepts and assents to the terms contained herein.

If any provision of these Terms shall be found to be invalid or unenforceable, such provision shall be deleted from these Terms and the remaining provisions shall, insofar as possible, be given full force and effect.

 

3. Quotations and Order Confirmations

Quotations and Order Confirmations of Better Future are based on information provided by the Client.

 

4. Commencement of the Agreement; Entire Agreement

The agreement between Better Future and the Client is formed by

  1. the Client signing the Order Confirmation. The Order Confirmation, the Proposal, these Terms, and any subsequent additional written agreements together shall contain the entire agreement of the parties and shall supersede all prior written and oral proposals, communications and agreements.
  2. Or the Client confirming agreement, via email or online confirmation, on the most recent sent Order Confirmation. The Order Confirmation, including our activities and the required investment, shall contain the entire agreement of the parties and shall supersede all prior written, oral proposals, communications and agreements.

 

5. Cooperation by the Client

The Client shall reasonably cooperate to make the Project or Program successful. This shall also include making employees of the Client available who will be involved in the Program or Project. The Client shall take all reasonable measures to prepare the Participant for participation in any Project or Program (including participation in preparatory meetings and pre-work of Better Future and travel and logistics information and arrangements, as required) and during the Program itself.

The Client represents that to the best of its knowledge it has provided all relevant information and documents for the design and implementation of a Program or Project.  Upon Better Future’s request, the Client shall provide to Better Future on its own premises free workspace with telephone and, if desired, internet.

If the Program or Project fails to meet its expectations, the Participant or Client shall inform the responsible Better Future Program manager as soon as possible.

 

6. Standards of Service; No Guarantee

Better Future will perform its services to the best of its knowledge and ability and in accordance with high professional standards. Better Future shall implement the agreement with the client in accordance with the reasonable expectations of the Client. Better Future, however, cannot guarantee any particular result.

 

7. Changes to Project Team

Better Future may, in consultation with the Client, change the composition of its advisory team if it considers this to be necessary for the performance of its services hereunder. Any such change shall not affect the quality of the services or the continuity of the assignment.

 

8. Third Parties

Better Future may retain the services of experienced third parties in providing its services to the Client. Retaining any such third parties by Better Future will be done in consultation with the Client.

 

9. Fees and Disbursements

With regard to the rates and any cost estimates, the Order Confirmation or final proposal sent will show which charges are included and which ones will be charged separately.

 

10. Terms of Payment

Terms of Payment shall be provided in the Order Confirmation or in related emails about the Terms of Payment. If the Client is in default or fails to perform one or more of its obligations, then all reasonable costs, including attorney’s fees and interest, incurred in obtaining payment or performance, shall be paid by the Client.

If an order for a Project has been issued by more than one Client, all Clients who issued such an order shall be jointly and severally liable for the fulfillment of the obligations specified in this Section 10 (regardless of the name on the invoice).

 

11. Excluded Costs

During the preparation of the Program, Better Future shall provide an estimate of any other expected out-of-pocket costs. The Client will be responsible for any logistical costs (including accommodation, food and beverage, company visits, airfare, passport, visa, insurance, etc. if applicable).

 

12. Modifications

The Client acknowledges that the timing of the Program or Project may be affected if the parties agree to add to or otherwise change the approach, method, or scope of the Program and/or any activities resulting therefrom. The timing proposed by Better Future is a good faith estimate based on information available at that time. If the change will affect the agreed upon fees or expenses, Better Future will inform the Client as soon as possible.

If a change to the Program or Project or execution thereof is caused by the Client, Better Future will make the necessary adjustments if the quality of the services so requires. If such adjustments will result in additional work, then this will be confirmed to the Client as a supplemental assignment.

If the Client would like to make changes to the contract, Better Future will have the right to be paid any additional costs reasonably to be incurred as shown to Client.

 

13.1. Cancellation of a multi-day program

The cancellation (including rescheduling) terms are as follows:

  1. Cancellation of a Program must be made ​​in writing.
  2. If the Client cancels participation in a Program, the following amounts shall be due for each Session or Participant:
    – In case of cancellation more than 8 weeks before the start date of the Program, 50% of the amount in the Order Confirmation or Proposal will be charged to the Client;
    – In the event of cancellation less than 8 weeks before the start of or during the Program, 100% of the amount in the Order Confirmation or Proposal will be charged to the Client.

If the Order Confirmation contains different cancellation terms, then those terms will govern.

Better Future reserves the right to reschedule a Program due to insufficient participation up to 28 days before the Program. In the event of such a reschedule, Better Future will propose alternative dates.

 

13.2. Cancellation of a single day Program or Workshop up to 2 dayparts

The cancellation (including rescheduling) terms are as follows:

  1. Cancellation of a Program must be made ​​in writing.
  2. If the Client cancels a day Program, the following amounts shall be due for each session:
    – In case of cancellation more than 8 weeks before the scheduled workshop date, 50% of the amount in the Order Confirmation or Proposal will be charged to the Client;
    – For cancellation between 4 and 8 weeks before the scheduled workshop date, 75% of the amount in the Order Confirmation or Proposal will be charged to the Client;
    – In the event of cancellation less than 4 weeks before the scheduled workshop date, 100% of the amount in the Order Confirmation or Proposal will be charged to the Client.

Workshop participants may be replaced by others free of charge.

 

14. Early Termination of a Project

A party may unilaterally terminate a Project if such party concludes that performance is no longer feasible in accordance with the Order Confirmation and any subsequent additional written order specifications. A notice of termination shall be required, setting forth the specific reasons for termination.

Upon early termination, Better Future shall be entitled to payment of all invoices for services rendered through the date of termination, whereby it shall provide the Client with the preliminary results of the work done through such date. Additionally, if the Client terminates a Project early, Better Future shall be compensated for the resulting loss, unless otherwise agreed by the parties.

If one of the parties becomes bankrupt or ceases its activities, the other party shall be entitled to terminate immediately thereby reserving all its rights.

 

15.1. Limitation of Liability

Better Future’s liability is expressly limited to, and shall in no event exceed, the fees received by Better Future from the Client; provided, however, that for assignments which run for more than half a year, Better Future’s liability is expressly limited to, and shall in no event exceed, the fees received by Better Future during the most recent six months. No claim or action, regardless of form, may be brought by the Client more than one (1) year after the occurrence of the events which gave rise to the cause of action. The provisions of these Terms relating to obligations and liabilities of Better Future are also made ​​for the benefit of third parties who assist Better Future in connection with the Services. Accordingly, such third parties’ liability shall be limited to the same extent as Better Future’s liability. Limitations of liability pursuant to this Section apply to any liability of Better Future and any third parties jointly, and do not accumulate per party.

The Client will indemnify, defend and hold harmless Better Future, its members, managers, and employees (jointly, the “Indemnitees”) against any and all damages, injuries, losses, liabilities, claims and costs and expenses (including reasonable attorney’s fees and expenses) (jointly, “Losses”) arising from the Client’s participation in a Program, except for any such losses which result solely from the willful misconduct or gross negligence of one or more Indemnitees.

The Client and Better Future may communicate with each other through electronic means. Better Future shall not be liable for any damages resulting from the use of electronic means of communication, including, but not limited to, damages resulting from failure or delay in delivery of electronic communications, interception or manipulation of electronic communications by third parties, or by software /hardware, transmission of viruses and malfunctioning of the electronic communications network, including cloud services such as MS Teams, Dropbox and similar services, or other means necessary for electronic communications.

 

15.2. Personal health and safety

Better Future’s Services are often rendered outside of the formal office environment. Better Future will provide timely information regarding Program logistics, travel, and any formalities with respect to healthcare. The Client is responsible for ensuring that each of its Participants has his or her own health insurance. Failure to follow any information or guidelines from Better Future will be at Participant’s risk.

Whether participation in a Program is physically and emotionally desirable is to be determined by the Client. Better Future may deny a Participant access to a Program or Project based on unacceptable (health) risks or if a Participant does not meet the profile for participants.

May there be any events during a Program facilitated by Better Future where a Participant does not feel comfortable and needs an objective person to talk to, Better Future has a contract with an independent fiduciary who is available to all Program participants when needed. The extra costs of this service will be calculated at an hourly cost rate of the fiduciary. Participants can contact Judith de Graaf via degraaf@keytalent.nl.

 

16. Intellectual Property Rights

Better Future will own all intellectual property rights which have been developed both during and after the duration of a Program or Project by Better Future. All documents prepared by Better Future and any other items supplied by Better Future (including models, techniques and instruments), which are used for the implementation and are included in the results or advice, are and shall remain the property of Better Future. The Client will need to obtain Better Future’s prior written consent to disclose or publish such documents and items. The Client may copy the documents for internal use within its organization, to the extent appropriate within the purpose of the Project. The foregoing shall also apply in the event of an early termination of a Project.

 

17. Client Name and Logos

Better Future may use the name and logo of the Client for project proposals, presentations, etc. for the Client and for the Better Future Website. The logo shall not be used on documents separate from the Project without the consent from the Client.

 

18. Confidentiality

Better Future shall keep all information and data from the Client confidential. Better Future shall not disclose any information about the Client without the Client’s consent; provided, however, that Better Future may include the name of the Client in any of its promotional materials, including its Website. Any other public disclosures, including press releases, will be subject to both parties’ prior written consent. Better Future shall take all reasonable measures to protect the confidentiality of the Client in connection with a Program or Project. The Client will not make any statements to third parties concerning Better Future’s services for a Project or Program, nor will it provide third parties with any documents from Better Future, without Better Future’s written consent. This Section shall also apply to third parties involved in a Project or Program.

 

19. Force Majeure

Force majeure is understood to be any circumstance beyond the control of the parties, as a result of which compliance with the agreement can no longer be required in all reasonableness, including, but not limited to strikes, insurrection, lockouts, government intervention, acts of terror, war and/or siege, fire, natural disasters, epidemics, extreme weather conditions and similar circumstances. No Services will need to be rendered during a force majeure event.     

 

20. Disputes

All disputes that may arise as a result of the performance of the present agreement or of any subsequent agreements possibly arising from it, shall be decided by the competent judge of the District of Rotterdam.

 

21. Applicable Law

These Terms and the agreement between Better Future and the Client shall be exclusively governed by, interpreted, construed and enforced under and in accordance with Dutch law.