Terms and conditions

Article 1 - Definitions

In these terms and conditions, the following terms are used:

• Contractor: Unique Consulting, trading under 28CORE, established in Cuijk.
• Client: the party (natural or legal person) that enters into an agreement with the Contractor.
• Agreement: any written or digitally confirmed arrangement between the Contractor and the Client.
• Services: all consultancy, coaching, and advisory services in the field of timing and decision-making offered by the Contractor.
• Quotation: a written offer from the Contractor to the Client.

Article 2 - Applicability

• 2.1 These terms and conditions apply to all quotations, offers, assignments, and agreements between Unique Consulting and the Client, unless the parties have agreed otherwise in writing.
• 2.2 The applicability of any purchasing or other conditions of the Client is expressly rejected.
• 2.3 Deviations from these conditions are only valid if agreed in writing.
• 2.4 If one or more provisions in these terms and conditions are void or voidable, the remaining provisions remain in full force.

Article 3 - Offer and Formation of the Agreement

• 3.1 All quotations from the Contractor are without obligation and valid for 14 days, unless stated otherwise.
• 3.2 An agreement is formed when the Client has accepted the quotation in writing (including by email), or through actual performance of the assignment.
• 3.3 The Contractor reserves the right to refuse an assignment without stating reasons.

Article 4 - Performance of the Assignment

• 4.1 The Contractor performs the work at its own discretion and to the best of its ability.
• 4.2 The Contractor's services are best-efforts obligations. No guarantee is given for specific results.
• 4.3 The Contractor determines the manner in which the assignment is performed, unless agreed otherwise in writing.
• 4.4 The Client is responsible for the timely provision of required information and cooperation. Delays resulting from the failure to do so fall outside the Contractor's responsibility.
• 4.5 The Contractor is entitled to have work performed by third parties, unless the parties have agreed otherwise.

Article 5 - Rates and Payment

• 5.1 All rates are exclusive of VAT, unless expressly stated otherwise.
• 5.2 The Contractor invoices in accordance with the amounts and payment schedules agreed in the agreement.
• 5.3 Payment term: invoices must be paid within 7 (seven) calendar days of the invoice date.
• 5.4 In the event of non-payment or late payment, the Client is in default by operation of law, without further notice of default being required. The Contractor reserves the right to suspend the work immediately until full payment has been made.
• 5.5 If the payment term is exceeded, the Client owes the statutory commercial interest (Article 6:119a of the Dutch Civil Code) on the outstanding amount, calculated from the due date until the day of full payment.
• 5.6 Penalty clause: In the event of late payment, the Client owes, without further notice of default, an immediately payable penalty of 10% of the outstanding invoice amount, with a minimum of EUR 150. This penalty is owed in addition to the statutory commercial interest and does not affect the Contractor's right to full compensation.
• 5.7 In the event of non-compliance with any other obligation under the agreement or these terms and conditions, the Client owes, after written notice of default and failure to remedy within 7 days, a penalty of EUR 250 per violation, without prejudice to the Contractor's right to full performance and/or compensation.
• 5.8 All extrajudicial collection costs incurred by the Contractor to collect the outstanding amount are borne by the Client. The collection costs amount to at least 15% of the outstanding amount, with a minimum of EUR 75, in accordance with the statutory scale (Dutch Extrajudicial Collection Costs (Fees) Decree).
• 5.9 If the agreement provides for payment in instalments, all remaining instalments become immediately and fully due and payable in the event of late payment of an instalment, without further notice of default being required.
• 5.10 Rates may be indexed annually. The Client will be informed of this in writing at least 30 days in advance.

Article 6 - Cancellation and Termination

• 6.1 Cancellation of an assignment must be made in writing.
• 6.2 In the event of cancellation by the Client, the following cancellation fees apply:
• - More than 14 days before the start date: no charge.
• - Between 7 and 14 days before the start date: 50% of the agreed amount.
• - Less than 7 days before the start date or after commencement: 100% of the agreed amount.
• 6.3 The Contractor reserves the right to terminate an agreement if the Client fails to fulfil its obligations, without this entitling the Client to a refund of amounts already paid.
• 6.4 In the event of early termination by the Contractor due to circumstances attributable to the Contractor, the amount already paid will be refunded pro rata.

Article 7 - Liability

• 7.1 The Contractor accepts no liability for direct or indirect damage arising from the use of the services or advice provided.
• 7.2 If the Contractor is liable, that liability is limited to the amount invoiced for the assignment in question, up to a maximum of EUR 2,500.
• 7.3 The Contractor is not liable for damage resulting from incorrect or incomplete information provided by the Client.
• 7.4 The Client indemnifies the Contractor against third-party claims related to the performance of the agreement.

Article 8 - Confidentiality

• 8.1 Both parties undertake to keep confidential all confidential information they receive from each other in the context of the agreement.
• 8.2 Information is considered confidential if this has been indicated by the other party or if this follows from the nature of the information.
• 8.3 The Contractor has the right to mention the name and nature of the collaboration as a reference, unless the Client objects to this in writing.

Article 9 - Intellectual Property

• 9.1 All materials, methodologies, reports, and content produced by the Contractor remain the intellectual property of the Contractor, unless agreed otherwise in writing.
• 9.2 The Client acquires a non-exclusive right of use for its own purposes. Resale, publication, or distribution of materials is not permitted without prior written consent.

Article 10 - Force Majeure

• 10.1 The Contractor is not obliged to fulfil any obligation if prevented from doing so as a result of force majeure.
• 10.2 Force majeure means: circumstances beyond the Contractor's control that temporarily or permanently prevent performance, such as illness, pandemic, power failure, or government measures.
• 10.3 If a force majeure situation lasts longer than 30 days, both parties are entitled to terminate the agreement in writing.

Article 11 - Complaints

• 11.1 Complaints about the performance of an assignment must be reported to the Contractor in writing and as soon as possible, but no later than 14 days after discovery.
• 11.2 Submitted complaints do not suspend the payment obligation.
• 11.3 The Contractor aims to handle complaints within 14 working days.

Article 12 - Applicable Law and Disputes

• 12.1 All agreements between the Client and the Contractor are governed by Dutch law.
• 12.2 Disputes will first be resolved by mutual consultation.
• 12.3 If the parties fail to settle a dispute amicably, the dispute will be submitted to the competent court in the district of East Brabant (Oost-Brabant).

Article 13 - Amendments

• 13.1 The Contractor reserves the right to amend these terms and conditions.
• 13.2 Amended conditions apply to new agreements and, after written notification, to ongoing agreements.