General Terms and Conditions

DEFINITIONS

In these general terms and conditions (hereafter ‘conditions’) the following terms mean: YUCA: Yuca Corporate Psychology B.V., registered in The Hague, The Netherlands. Materials: All materials of any kind, such as software, documentation, analyses, systems, reports, designs, manuals, methods and other data, made available to the client by YUCA. Client: the natural person or legal entity which uses the services of YUCA, or with whom YUCA enters into an agreement, or with whom YUCA is in negotiation to enter into an agreement. Agreement: Every agreement reached between YUCA and client, every amendment or addition to the agreement as well as all (legal) acts for the benefit of the execution of the agreement and, in retrospect, all (legal) acts necessary to enter into such agreement. Services: All services subject to an agreement. Assignment: Every assignment from the client to YUCA, in any shape or from.

APPLICABILITY

These conditions are part of all agreements and shall apply to all acts and legal acts of YUCA and the client. YUCA shall specifically disregard the application of general conditions used by the client.

OFFERS, REALIZATION, AMENDMENTS AND ADDITIONS TO AGREEMENTS

An offer or quotation is not binding for YUCA and shall only be regarded as an invitation to enter into an agreement. An agreement shall only come about in case and as far as YUCA accepts an assignment in writing, or in case an assignment is carried out by YUCA. Amendments of and additions to any term in an agreement, an assignment or the conditions can only be agreed upon in writing. In case an amendment or addition is agreed, such amendment or addition shall only apply to the agreement concerned.
YUCA is entitled to amend these conditions by written communication to the client. In the absence of any protest from the client within 30 days, the amended conditions shall apply to all new and existing contracts from the day of written communication.

TARIFFS AND PAYMENT

All tariffs of YUCA are in Euro’s and excluding VAT. YUCA is entitled to pass on to the client any charges in elements that influence the tariffs of YUCA, including purchase prices, charges or taxes. The prices quoted by YUCA are excluding any travelling – and accommodation expenses and the costs of producing large numbers of documents. The client shall pay the invoiced amounts within 30 days after invoice date, without any discount, settlement or suspension of payment. YUCA is at all times entitled to request an advance payment from the client. On expiration of a payment period the client shall be in default. In that case all claims by YUCA under the agreement with the client shall be immediately repayable on demand. The client shall be liable to pay the statutory rate to YUCA effective from the date of request. In case of bankruptcy, suspension of payments or dissolution of the client’s company, all claims of YUCA shall immediately be repayable on demand.
As soon as the client has omitted to pay the amount due and the statutory rate upon the expiry of the period laid down by YUCA, client shall pay all extra-judicial costs to YUCA.
The extra-judicial costs due amount to at least 15% of the overdue invoice amounts, with a minimum of € 250.

EXECUTION OF THE AGREEMENTS

Delivery times shall be respected by YUCA as much as possible. A delivery time mentioned by YUCA or the client shall never be regarded as a strict time limit. Upon exceedance by YUCA of the delivery time, the client shall not be entitled to any form of compensation. YUCA carries out the agreements to best insight and to the best of its abilities. Her agreements are commitments. YUCA does not guarantee that her activities shall lead to a certain outcome. The client will ensure that all documents and data, necessary by YUCA for the execution of the agreement, shall be made available on time to YUCA. The client will also ensure the timely availability of the client’s employees involved in YUCA’s activities.

FORCE MAJEURE

If YUCA, by force majeure, is not able to fulfil her obligations towards the client, these obligations will be suspended for the duration of this force majeure period. In case the duration of said period exceeds a three months period, both parties are entitled to terminate the contract in full or in part by written letter. In case of force majeure the client shall not be entitled to compensation.
Force majeure by YUCA means every circumstance beyond the control of YUCA, which fully or partially hinders YUCA to meet her obligations towards the client or through which meeting these obligations cannot be required from YUCA, regardless if this circumstance was foreseeable at the moment of conclusion of the contract. Insolvency between parties shall never apply as force majeure. Parties shall notify each other of a possible force majeure as soon as possible.

LIABILITY

YUCA’s liability is always limited to the amount that, in the case concerned, is compensated by the professional liability insurance of YUCA, increased by the deductibles that, in accordance with the policy terms of this insurance, are for the account of YUCA. The aforementioned insurance has limited coverage, among others with regards to the level of damages and the number of damages per year. Upon request the client shall be allowed to sight the relevant policy conditions.
In the case compensation is not granted under the policy conditions, whatever the reason may be, the liability of YUCA is restricted to not more than the invoice amount that is charged to the client for the contract in question, and is timely paid in the twelve months preceding the date on which the event leading to the liability occurred, up to a maximum of € 10.000. The client releases YUCA off and for all claims of third parties concerning an agreement concluded between YUCA and the client. YUCA is not liable for other than direct damages, including loss of earnings. All rights of action, claims and other powers of the client towards YUCA either by failure in complying with an agreement by YUCA, or by an unlawful act by YUCA, or any other grounds, shall expire one year after the date the client became aware or in fairness could have been aware of the existence of those rights, claims and powers.

TERMINATION

In the event that the client does not adequately or timely fulfil any obligation resulting an agreement, the client is in default and YUCA will be entitled to suspend the implementation of the agreement and/or in full or in part terminate the agreement with the client without notice of default, without prejudice the other rights of YUCA and without YUCA being obliged to make any compensation. In case of bankruptcy, (temporary) suspension of payment, closing down or liquidation of the company of the client, all agreements with the client will automatically be terminated, unless YUCA notifies the client within a reasonable time that she requests a part of the settlement of the contract concerned, in which case YUCA is entitled to suspend the implementation of the contract(s) concerned without notice of default until payment is sufficiently ensured, without prejudice the other rights of YUCA and without YUCA being obliged to make any compensation. Should such a case arise, all claims of YUCA on the client fall fully due per immediate effect. Ongoing contracts and assignments can always and at any given moment be terminated by YUCA, without YUCA being held to any compensation to the client. The client is not entitled to prematurely cancel or terminate ongoing contracts without YUCA’s prior written consent.

INTELLECTUAL PROPERTY RIGHTS AND PRIVACY

All rights, including copyrights and trademark rights on materials of any kind, such as software, documentation, analyses, systems, reports, designs, manuals, methods and other data made available by YUCA to the client, lie with YUCA or the licensors of YUCA. The client shall not use the materials in any other way than agreed upon when such materials were made available. In particular the client shall not make the materials available to any third party. All materials remain the intellectual property of YUCA. The client shall observe strict confidentiality with regards to (the content of) the materials, as well as with regards to people employed within client’s organization, for whom it is not required to use or see the materials concerned. For people working within the organization of the client, for whom it is necessary to obtain knowledge of the materials for a proper execution of their activities, compliance of confidentiality shall be guaranteed by the client. It is not allowed for the client to remove or amend any indications of copyrights, brands, trade names or other rights, including indications of confidentiality and privacy. The client guarantees YUCA that the client shall always strictly comply with all applicable law and regulations with respect to privacy and protection of personal data, such as The Data Protection Act, and shall indemnify YUCA against relevant third-party liability. The scope of this indemnity in any event includes every person for whom YUCA, commissioned by the client, carries out an assessment, test or other services. The client expressly agrees that YUCA will not share the results of the, by the client commissioned, performed assessments in the case of objection thereto by the person or organization subject of the assessment, the tests or the analysis. In that case the client is nevertheless obliged to pay YUCA the amount related to the assignment and no compensation shall be payable by YUCA.

APPLICABLE LAW, COMPETENT COURT

These General Terms and Conditions apply to all agreements, assignments and the entire legal relationship between YUCA and the client and shall be governed by the laws of the Netherlands.