General terms and conditions
Article 1: Definitions
Floortje Lopes / Tree Full of Scones: Tree Full of Scones, sole proprietorship, established in Bergen (1861LG) on Molenstraat 8S, registered in the trade register under number 55170463, being the Contractor.
Client: any party (natural or legal person) who enters into an Agreement with Tree Full of Scones or to whom Tree Full of Scones has made an offer to which these General Terms and Conditions apply.
Agreement: any Agreement, arrived in any manner whatsoever, concluded between Tree Full of Scones and the Client, any amendment or supplement thereto, as well as all (legal) acts in preparation and execution of that Agreement.
Order: any Order concerning participation or Order to provide courses, training, and other forms of education, or advice in the broadest sense of the word, also referred to as ‘’training courses.’’
Order confirmation: any written confirmation, i.e., an offer signed for approval, a registration or application form signed for approval, an offer signed for approval, or any other document proving the confirmation of the Order by the client.
Article 2: Applicability of the conditions
2.1 These General Terms and Conditions apply to all offers, quotations, Order confirmations, Orders, work carried out by, and Agreements concluded with Tree Full of Scones. All provisions of these General Terms and Conditions shall apply between the parties to the extent that the parties have not expressly deviated from these terms and conditions in written form.
2.2 These General Terms and Conditions shall also apply to all Agreements for the execution of which third parties must be involved.
2.3 The applicability of any general Terms and Conditions used by Client is expressly rejected. Deviation from these General Terms and Conditions is only possible if parties have explicitly agreed to this in writing beforehand.
2.4 If Tree Full of Scones tacitly allows a deviation from these General Terms and Conditions, this will not affect its right to demand immediate and strict compliance with the conditions. The Client can never assert (or has never asserted) any rights based on the fact that Tree Full of Scones applies these General Terms and Conditions flexibly and/or does not always require strict compliance with the provisions of these terms and conditions.
2.5 If any provision of these General Terms and Conditions is null and void or nullified, the other provisions of these General Terms and Conditions will remain in full force, and Tree Full of Scones will instead adopt provisions to replace the null and/or nullified provisions, observing the purpose and purport of the null and/or nullified provision as far as possible. To the extent desired, the parties will consult on the exact wording of this new provision.
2.6 Uncertainties about the content of the Terms and Conditions, or uncertainties about situations that are not regulated in these General Terms and Conditions, should be assessed in the spirit of these General Terms and Conditions.
2.7 Tree Full of Scones is entitled to amend or supplement the General Terms and Conditions at any time.
2.8 The Client with whom a contract, an Order or an Agreement has once been concluded under these General Terms and Conditions will be deemed to have tacitly agreed to the applicability of these Terms and Conditions to any subsequent Agreements concluded with Tree Full of Scones.
Article 3: Offers and Agreements
3.1 All offers made by Tree Full of Scones are without obligation unless Tree Full of Scones has explicitly stated otherwise to the Client. An offer sent by Tree Full of Scones is valid for thirty days after dispatch.
3.2 If the Client accepts an offer, Tree Full of Scones retains the right to revoke the offer within five working days of receipt of the acceptance.
3.3 In case the acceptance deviates from the offer, Tree Full of Scones will not be bound to it. The Agreement will not be concluded in accordance with this deviating acceptance unless Tree Full of Scones expressly accepts this in writing.
3.4 Offers, prices, and (hourly) rates do not automatically apply to new Orders.
3.5 An Agreement between Tree Full of Scones and the Client is concluded when Tree Full of Scones has accepted the Agreement in writing, the Order confirmation sent to the Client by Tree Full of Scones is confirmed in writing by the Client, or when Tree Full of Scones commences the execution acts with the consent of the Client.
3.6 The provision contained in the preceding paragraph also applies to changes in Orders.
3.7 After the conclusion of the Agreement, the Client can dissolve the Agreement within the reflection period, free of charge. If the Client acts on behalf of a profession or company, the consideration period is three days. If the Client acts as a consumer, the consideration period is fourteen days.
Article 4: Execution of the Order
4.1 Tree Full of Scones has the right to have certain work carried out by third parties if and to the extent that the proper performance of the engagement so requires.
4.2 Tree Full of Scones is free to carry out the commission to its discretion and will take the requirements of good craftsmanship into account.
4.3 Agreements can only be defined as a best-efforts obligation, which means that Tree Full of Scones does not guarantee the extent to which the services contribute to the objective set by the Client.
4.4 Tree Full of Scones will base the execution of the work on the information and data provided by the Client. For this purpose, Tree Full of Scones assumes that the information provided by the Client is correct.
4.5 The Client will ensure that all information which Tree Full of Scones indicates is necessary or which the Client should reasonably understand is required for the execution of the Agreement, is provided to Tree Full of Scones on time.
4.6 If the information required for the execution of the Agreement is not provided to Tree Full of Scones in a timely manner, Tree Full of Scones has the right to suspend the execution of the Agreement and/or to charge the costs arising from the delay to the Client in accordance with its usual rates.
4.7 If an intermediate change to the Order occurs at the request of or through the actions of the Client, Tree Full of Scones will make the necessary adjustments if possible. If this results in additional work in relation to the original Order, the Client will be charged additionally, without the need for a separate written Order. By amending the Order, the Client has declared in advance that it fully agrees with the financial consequences thereof.
4.8 If participants in the training sessions disrupt or in any way hinder the normal course of the training sessions, Tree Full of Scones reserves the right to exclude participants from participation. The exclusion will be notified to the Client in writing, stating the reasons, and will not affect the Client’s obligation to pay the full amount as stated in the Order confirmation.
Article 5: Cancellation policy
5.1 The Client guarantees that the number of participants agreed in the Order will actually participate in the training courses. If the agreed number of participants does not ultimately participate, the Client will nevertheless owe Tree Full of Scones the full amount stated in the Order confirmation, unless explicitly agreed otherwise.
5.2 If a participant is unable to take part due to unforeseen circumstances, this place can only be filled in by another participant with the prior written consent of Tree Full of Scones. If it is not possible to take over the free space, the full amount stated in the Order confirmation will be charged to the Client, unless explicitly agreed otherwise.
5.3 If, for reasons not attributable to Tree Full of Scones, the Client fails to consume the Order at the agreed time, or terminates it early for any reason whatsoever, the full amount stated in the Order confirmation will be charged to the Client, unless expressly agreed otherwise.
Article 6: Fees and expenses
6.1 For the execution of the Order, the Client is responsible for paying the fee as agreed in the Order confirmation. The fee and all other rates and costs charged by Tree Full of Scones are exclusive of VAT and exclusive of government levies.
6.2 The payable fees by the Client must be paid before the start of the Order, unless explicitly agreed otherwise.
Article 7: Invoicing and payment
7.1 Unless agreed otherwise, the Client is obliged to pay the invoice within fourteen days of the invoice date to the bank account number indicated by Tree Full of Scones, in the manner stated on the Order confirmation.
7.2 Payment in terms can only be made after approval and confirmation by Tree Full of Scones. If payment in terms has been agreed, payment prior to the due date of the (partial) invoice is mandatory. If the Client fails to pay the partial invoice, Tree Full of Scones is entitled to claim the full amount in a lump sum.
7.3 Complaints relating to a declaration shall be made in writing, and subject to a penalty of lapse, within fourteen days after date of invoice. Objections to a declaration submitted shall not suspend the Client’s obligation to pay.
7.4 Undisputed amount not paid by the Client when due shall automatically and without notice, incur simple interest calculated at the statutory interest rate as well as any extrajudicial costs incurred by Tree Full of Scones.
7.5 Tree Full of Scones has the right of retention on all data, documents, and other goods belonging to the Client that are in its possession until the Client has paid Tree Full of Scones all payable amounts.
7.6 Payments made by the Client always serve in the first place to pay all outstanding interest and costs owed, and in the second place to pay due and payable invoices that have been outstanding the longest.
Article 8: Suspension and termination
8.1 Agreements can only be terminated in the interim if the parties have agreed to do so in writing.
8.2 Tree Full of Scones is entitled to suspend the execution of the Agreement, or to unilaterally dissolve the Agreement out of court, if the Client fails to comply with the payment conditions or otherwise fails to fulfill its obligations, all this without prejudice to the right of Tree Full of Scones to claim damages.
8.3 In the event of liquidation, (application for) suspension of payments or bankruptcy, or seizure if and insofar as the seizure has not been lifted within three months – at the expense of the Client, Tree Full of Scones will be free to terminate or dissolve the Agreement with immediate effect, without any obligation on its part to pay any damages or compensation. No judicial intervention or notice of default is required for this. In that case, Tree Full of Scones’ claims against the Client will be immediately due and payable.
Article 9: Responsibility and indemnification
9.1 Tree Full of Scones is only responsible insofar as this is apparent from this statement.
9.2 Tree Full of Scones’ liability is at all times limited to the amount that, if at all, shall be paid out in the case in question under Tree Full of Scones’ professional/business liability insurance, plus the liabilities insurances own risk part payable by Tree Full of Scones.
9.3 Tree Full of Scones is not responsible for damage of any nature whatsoever caused by incorrect or incomplete information provided by the Client to Tree Full of Scones.
9.4 Tree Full of Scones is not liable in case of force majeure.
9.5 Tree Full of Scones accepts no liability for the work performed by third parties.
9.6 Tree Full of Scones will never be held liable for indirect or consequential damage, including loss of profit, missed savings, and cost due to business stagnation.
9.7 The Client indemnifies Tree Full of Scones against all third-party claims relating to or arising from the legal relationship between Tree Full of Scones and the Client. In addition, the Client expressly indemnifies Tree Full of Scones against third party claims relating to intellectual property rights on information provided by the Client to Tree Full of Scones and used in the execution of the Agreement.
Article 10: Intellectual property and copyright
10.1 Tree Full of Scones reserves all rights to all copyrights and other intellectual property rights relating to products of human origin developed by Tree Full of Scones that it uses or has used and/or has developed in the context of the execution of the Client’s Order.
10.2 The Client is expressly prohibited from directly or indirectly reproducing, publishing, and/or exploiting written documents, working methods, advice, models, and other creations of the human spirit of Tree Full of Scones, in the broadest sense of the word. Publication, in any way whatsoever, can only take place with the written permission of Tree Full of Scones. The Client is only permitted to reproduce these products for its own internal use. In the event of premature termination of the Order, this article maintains effectivity.
Article 11: Complaints
11.1 Tree Full of Scones must be notified in writing of all complaints relating to the services provided and/or the invoice within fourteen days of the end of the Order and/or the invoice date. After expiry of this period, the Client is deemed to agree to the delivered services and/or the invoice.
11.2 In the event of a complaint about the Order or service provided, Tree Full of Scones has the choice between adjusting the rate charged, correcting or re-performing the rejected work free of charge, or not (or no longer) performing part of the Order for a refund in proportion to the rate already paid by the Client. If it is no longer possible or useful to carry out the agreed work, Tree Full of Scones will only be liable within the limits of Article 9 of these General Terms and Conditions.
Article 12: Force majeure
12.1 Tree Full of Scones will not be obliged to comply with any obligation if it is hindered to do so as a result of a circumstance that is not its fault and is not for its account under the law, a legal act or generally accepted views.
12.2 Tree Full of Scones may suspend the obligations arising from the Agreement during the period of force majeure. If this period lasts longer than one month, both parties will be entitled to dissolve the Agreement without any obligation to pay damages to the other party. If the aforementioned situation arises when the Agreement has been partially executed, the Client will be held accountable to fulfill its obligations towards Tree Full of Scones until that time. Tree Full of Scones will then be entitled to invoice the part already fulfilled or to be fulfilled separately.
Article 13: Confidentiality
13.1 Both Tree Full of Scones and the Client guarantee that all information obtained from the other party or discussed between the parties, will be treated confidentially, and will remain secret.
13.2 The client will not publish the contents of reports, advice or other statements made by Tree Full of Scones, whether or not in writing, which have not been drawn up or made with the intention of informing third parties of the information contained therein unless Tree Full of Scones has given its express written consent.
13.3 The obligations under this article shall remain in force after termination of the Agreement.
Article 14: Applicable law and competent court
14.1 All Agreements concluded with Tree Full of Scones are governed by Dutch law.
14.2 Disputes relating to or in connection with an Agreement entered into with Tree Full of Scones will be submitted exclusively to the competent court in the district of North-Holland, location Amsterdam.