General Terms and Conditions of LIFT Gedrag B.V.

1. Parties

LIFT Gedrag V., established at Symfoniestraat 13, 1312 ET Almere, the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 42119355, the user of these general terms and conditions, hereinafter: LIFT Gedrag.
Further details of LIFT Gedrag:

Website: www.liftgedrag.nl Email: info@liftgedrag.nl Telephone: +31 (0)6 33 62 42 09

VAT identification number: NL869816639B01

Client: the (prospective) purchaser of the services offered by LIFT

2. Applicability of the general terms and conditions

LIFT Gedrag declares these general terms and conditions applicable to every offer made by LIFT Gedrag and to all agreements entered into between the parties, whether or not resulting from such an offer. To the extent that their content has not been amended, these general terms and conditions shall also apply to future legal relationships between the parties.
Deviations from these terms and conditions shall only apply if and to the extent that they have been expressly agreed in writing by the parties.
The applicability of any general (purchasing) terms and conditions of the Client is expressly
Third parties engaged by LIFT Gedrag in the performance of the agreement may also invoke these general terms and conditions.
If one or more (parts of the) provisions of these general terms and conditions are void or are annulled, for example because they conflict with mandatory law, the remaining provisions or the remaining part of the provision concerned shall continue to apply. In that case, the parties shall consult with each other in order to agree on new provisions to replace the void or annulled provisions, reflecting as closely as possible the purpose and intent of the void or annulled (part of the) provisions.

3. Formation of the agreement

Every offer, whether in the form of a quotation or otherwise, is entirely and unconditionally non-binding and revocable, and is valid for 30 days, unless LIFT Gedrag has indicated otherwise in writing.
Prices stated on the website or in any other form of offer are in euros, exclusive of 21% VAT and subject to levies, surcharges and other factors.
If an assignment is given by more than one Client, all Clients shall be jointly and severally bound by the agreement. If LIFT Gedrag accepts the assignment together with other contractors, each contractor shall be responsible for its own Article 7:407(2) of the Dutch Civil Code is excluded.
An offer can only be accepted once and therefore does not apply to any subsequent assignment, unless otherwise stipulated.
Obvious clerical errors and mistakes in the offer are not binding on LIFT
All statements by LIFT Gedrag regarding the scope, type and other specifications of the services to be provided are indicative only. A minor deviation therefrom in what is delivered shall not constitute a failure by LIFT Gedrag to perform the agreement.

The agreement is formed once both parties have signed a written offer, once LIFT Gedrag has confirmed acceptance in writing, or once LIFT Gedrag, or a third party on its behalf, has commenced

4. Performance of the agreement

LIFT Gedrag shall look after the interests of the Client within the limits of the assignment given. LIFT Gedrag shall perform the agreement to the best of its knowledge and ability and in accordance with the standards of good workmanship. The Client acknowledges that LIFT Gedrag has artistic freedom in performing the agreement, insofar as no specific characteristics, functions or wishes of the Client have been laid down in the main agreement/quotation. All services of LIFT Gedrag are performed on the basis of a best-efforts obligation, unless and to the extent that LIFT Gedrag has expressly promised a result in the written agreement and that result has also been described with sufficient precision. LIFT Gedrag is entitled to carry out anything not expressly described in the assignment according to its own technical and creative judgement. Accordingly, the fee is in no way dependent on the outcome or result of the assignment.
LIFT Gedrag shall endeavour to perform the agreement within the stated or estimated period. This period is not a strict deadline, which means that the Client must always first give LIFT Gedrag notice of default, granting an ample and reasonable period for performance, before it may resort to any
The Client shall enable LIFT Gedrag to carry out the The Client undertakes to provide the cooperation required for LIFT Gedrag to perform the agreement.
LIFT Gedrag is free to have the assignment and/or delivery carried out by third Article 7:404 of the Dutch Civil Code is expressly excluded from the agreement.
Services will only be provided once the agreement has been
The Client shall ensure that all information which LIFT Gedrag indicates is necessary, or which the Client should reasonably understand to be necessary, for the performance of the agreement is provided to LIFT Gedrag in good The Client bears the risk of the correct and timely delivery of the required figures and/or other information. If the required information has not been provided to LIFT Gedrag in good time, LIFT Gedrag is entitled to suspend performance of the agreement and/or to charge the Client for the additional costs arising from the delay at its usual rates.
The Client warrants that any material supplied digitally is safe and does not contain viruses or other harmful content that could in any way cause damage to the computer systems or computer programs of LIFT Gedrag and/or third parties.
The Client is not entitled to have the agreed work also carried out by a third party without consulting with or obtaining the consent of LIFT Gedrag. Article 7:407 of the Dutch Civil Code is expressly excluded from the agreement.

5. Engagement of third parties and reservations

LIFT Gedrag may engage third parties in the performance of the agreement, including suppliers, contractors and venues.
For the purposes of this article, the Client also includes the participants, employees and other third parties involved in the performance by or on behalf of the Client.
If and to the extent that LIFT Gedrag acts solely in an advisory and/or intermediary capacity and the Client itself enters into an agreement with a third party:
1. LIFT Gedrag is not a party to the agreement between the Client and the third party concerned;

the Client is itself responsible for assessing the offer, the terms and the suitability of that third party;
disputes between the Client and the third party must be resolved directly between them;
the Client indemnifies LIFT Gedrag against all third-party claims arising from or relating to that agreement;
payment to LIFT Gedrag does not create an agreement between the Client and the third party, and the fee of LIFT Gedrag does not depend on whether such an agreement is concluded or

If and to the extent that LIFT Gedrag makes reservations with third parties in the context of the assignment, whether or not in the name of the Client:
1. the Client acknowledges that obligations and costs may be associated with these reservations;
2. the Client accepts that the cancellation, amendment and other terms applied by those third parties apply;
3. all costs arising from these reservations, including but not limited to cancellation costs, amendment costs, no-show charges and other costs, shall be borne in full by the Client, regardless of the reason for cancellation or amendment;
4. LIFT Gedrag is entitled to pass these costs on to the Client in
5. To the extent that LIFT Gedrag makes the reservations referred to in this paragraph in its own name, these are made for the account and risk of the Client. The Client is obliged to fully compensate LIFT Gedrag for all resulting obligations, costs and damage.
6. Even if the agreement with the third party cannot be cancelled or amended by LIFT Gedrag, the Client remains obliged to fully reimburse the associated costs.
If a venue or third party engaged by LIFT Gedrag is unexpectedly unavailable, LIFT Gedrag is entitled to offer a reasonable and equivalent alternative or to reschedule the performance, without being obliged to pay any compensation.

6. Liability and allocation of risk

LIFT Gedrag is not liable for shortcomings of third parties engaged by it, including their failure to be available (on time), cancellations, changes or defective performance of the agreed services.
For the purposes of this article, the Client also includes the participants, employees and other third parties involved in the performance by or on behalf of the Client.
The Client is fully liable for all damage caused during the performance of the assignment to property of third parties, including venues, insofar as such damage can be attributed to the Client or to persons engaged by the Client. The Client indemnifies LIFT Gedrag against all third-party claims in this
LIFT Gedrag is not liable for damage suffered by the Client as a result of acts or omissions of third parties engaged by it, including damage resulting from defects in the services or products supplied by those third parties.
The Client indemnifies LIFT Gedrag against third-party claims relating to the performance of the agreement and the third parties involved therein, insofar as such claims are not the result of intent or deliberate recklessness on the part of LIFT Gedrag.
If the services of PractAIce are used as part of a training delivered by LIFT Gedrag, the responsibility of LIFT Gedrag is limited to matters attributable to its own acts or omissions. LIFT Gedrag is not responsible for the operation, availability or functionality of, or the content generated by, the PractAIce platform, unless and to the extent that this results from its own acts or omissions. The Client is

responsible for the conduct of its participants and for the content and data entered into the platform by them or on their behalf.

To the extent permitted under applicable law, the liability of LIFT Gedrag in connection with the use of the PractAIce platform is limited to the fees paid to LIFT Gedrag for the training service concerned.
The exclusions and limitations of liability set out in this article do not apply in the event of intent or deliberate recklessness on the part of LIFT Gedrag.

7. Liability

If and to the extent that LIFT Gedrag has liability insurance, the liability of LIFT Gedrag is limited to the amount paid out under that insurance in the case concerned, plus any applicable deductible.
If LIFT Gedrag does not have liability insurance, or if for any reason no payment is made under the aforementioned insurance, the liability of LIFT Gedrag is limited to the fee paid by the Client for the assignment concerned.
LIFT Gedrag is only liable for direct Liability for indirect damage, including consequential loss, loss of profit, lost savings, loss of goodwill and loss due to business interruption, is excluded.
Any liability of LIFT Gedrag lapses if the Client has not reported the damage in writing within a reasonable time after it discovered or should reasonably have discovered the damage, and in any event within 12 months after the damage arose.
The limitations of liability set out in this article do not apply in the event of intent or deliberate recklessness on the part of LIFT Gedrag.
The Client is obliged to mitigate any damage as far as
LIFT Gedrag is not liable for damage resulting from incorrect, incomplete or late information provided by the Client.
LIFT Gedrag is not liable for damage resulting from malfunctions, defects or errors attributable to the persons involved in the performance of the assignment and/or to the software of the Client to be
The Client indemnifies LIFT Gedrag against third-party claims relating to the performance of the agreement, unless there is intent or deliberate recklessness on the part of LIFT Gedrag.

8. Complaints

The Client must submit any complaints about the work performed by LIFT Gedrag in writing to LIFT Gedrag as soon as possible after performance, and no later than two (2) working days thereafter.
Complaints that are not submitted on time or not in writing will not be dealt with and result in the forfeiture of all rights of the Client in that respect.
If, in the opinion of LIFT Gedrag, a complaint is well-founded, LIFT Gedrag shall make reasonable efforts to still perform the work properly or to offer an appropriate solution.
The Client is only entitled to rectification of the work and is not entitled to compensation or (partial) refund, except in the event of intent or deliberate recklessness on the part of LIFT Gedrag.
Submitting a complaint does not suspend the payment obligation of the

9. Use of services and advice

The advice and services provided by LIFT Gedrag are supportive in The Client remains at all times responsible for its own choices and decisions and for their implementation.

LIFT Gedrag performs its work on the basis of a best-efforts obligation and gives no guarantees as to the achievement of specific results.
LIFT Gedrag is not liable for damage arising from the manner in which the Client applies or implements the advice provided, except insofar as there is intent or deliberate recklessness on the part of LIFT Gedrag.
If the services are based on information provided by the Client, LIFT Gedrag does not guarantee the accuracy and completeness of that information.
The Client acknowledges that the advice provided by LIFT Gedrag does not constitute medical, legal or business-economic advice and that the Client must, where necessary, consult a qualified professional for such advice.

10. Force majeure

Force majeure means, in addition to what is understood by it in law and case law, all external causes, foreseen or unforeseen, over which LIFT Gedrag has no control. This includes: strikes, traffic disruptions, unforeseeable stagnation, disruptions in the supply of energy and/or software, transport difficulties, fire, loss or damage during transport, epidemics, pandemics, illness and government
During force majeure, the obligations of LIFT Gedrag are If performance is impossible due to force majeure for more than one month, or if other circumstances arise as a result of which LIFT Gedrag cannot reasonably be expected to fulfil its obligations, LIFT Gedrag is entitled to dissolve the agreement in whole or in part by notifying the Client and without judicial intervention, without any obligation to pay compensation in that case.
If LIFT Gedrag has already partially fulfilled its obligations when the force majeure occurs, it is entitled to invoice the part already delivered or performed separately or, in the case of advance payments, to credit them in part.

11. Obligations of the Client

The Client shall enable LIFT Gedrag to perform the agreement properly and shall provide all cooperation reasonably required for that purpose. This includes, among other things:
1. the timely provision of all necessary information, data and approvals;
2. ensuring suitable conditions and facilities for the performance of the work, including an appropriate venue where applicable;
3. timely coordination with and engagement of any third parties whose work affects the performance of the agreement;
4. ensuring timely access to the location where the work is carried out, where
If the Client fails to comply, or fails to comply in time or in full, with the obligations set out in this article, LIFT Gedrag is entitled to suspend performance of the agreement and/or to charge the Client for the resulting additional costs, including delay, travel and/or labour costs. In that case, LIFT Gedrag is not liable for any damage resulting from the delay.
The Client bears the risk of damage arising from:
1. incorrect, incomplete or late information;
2. defects in venues, materials or facilities designated or made available by the Client;
3. acts or omissions of third parties engaged by the

12. Term and (early) termination of the agreement

Article 7:408 of the Dutch Civil Code is expressly excluded from the agreement in respect of a Client acting in the course of a profession or business, as a result of which assignments cannot be terminated. If the Client is not acting in the course of a profession or business, the statutory rules on termination apply, whereby the Client owes a reasonable fee for the work already performed and the costs incurred.
If the Client cancels an assignment up to four weeks before the agreed date, 25% of the agreed price is In the event of cancellation between four and two weeks before the scheduled date, 50% of the agreed price is payable. In the event of cancellation within two weeks before the scheduled start date, 100% of the agreed price is payable.
Without prejudice to paragraph 2, all costs arising from reservations made by LIFT Gedrag with third parties, including but not limited to venues, shall be borne in full by the Client, regardless of the time of cancellation. These costs may be charged to the Client in addition to the cancellation costs referred to in paragraph 2.
LIFT Gedrag is entitled to terminate the agreement prematurely with immediate effect if circumstances arise as a result of which LIFT Gedrag cannot reasonably be expected to continue the agreement, without being obliged to pay any compensation, except in the event of intent or deliberate
LIFT Gedrag is entitled to suspend or reschedule the performance of the agreement in consultation with the Client if circumstances give cause to do so.
LIFT Gedrag has the right to dissolve the agreement with the Client with immediate effect for the future by written notice, without (further) prior notice of default, if:
1. the Client discontinues or otherwise liquidates its business operations in whole or in part and/or substantially changes its business activities or transfers them to a third party without the prior written consent of LIFT Gedrag;
2. the Client is granted a suspension of payments (whether provisional or not), is declared bankrupt, applies for a debt restructuring scheme, or is placed under guardianship or administration;
3. an attachment is levied on any right belonging to the
Upon termination of the agreement, all payments owed by the Client to LIFT Gedrag become immediately due and payable in full.

13. Prices and payment

Unless otherwise agreed, the Client must have paid the full amount immediately prior to
If payment in advance has not been agreed, the Client must pay the amount due within 14 days of the invoice date by bank transfer.
LIFT Gedrag is entitled to charge the Client for the costs of third parties engaged by it prior to performance and to require payment thereof before proceeding with any reservation or In the absence of timely payment, LIFT Gedrag is entitled not to make the reservation and/or to suspend performance.
If the agreed payment term is exceeded, LIFT Gedrag is immediately entitled to charge the Client default interest of 1% of the principal sum per month, as well as an amount for extrajudicial collection costs. The latter costs amount to 15% of the principal sum due, with a minimum of EUR 40 excluding

Without the express written consent of LIFT Gedrag, the Client is not permitted to apply any set-off, suspension and/or withholding in respect of its payment obligations.
The agreed prices are based on the offer or quotation. The agreed prices are set out in the quotation accepted by the Client. If, after acceptance of the offer or quotation, price-increasing circumstances arise that are beyond the control of LIFT Gedrag, such as wage increases, increases in any purchase prices, government measures (such as social security contributions, taxes, ), or depreciation of the euro or other currencies, LIFT Gedrag is entitled to adjust the agreed prices accordingly.
In the case of continuing agreements, LIFT Gedrag is entitled to increase its rates, for example by indexing them in line with the applicable annual change published by Statistics Netherlands (CBS). In any event, LIFT Gedrag is entitled to implement a price increase of up to 3% once a year without the consent of the If LIFT Gedrag wishes to implement a higher price increase, a waiting period of 1 month applies, during which the Client has the right to dissolve the agreement in writing. If the Client does not do so, the Client shall be deemed to have agreed to the price increase.

14. Intellectual property

All rights to the material provided by LIFT Gedrag remain reserved to LIFT Gedrag. No part of the publication(s) may be reproduced, stored in a durable data carrier or automated database, or made public without the express prior written consent of LIFT Gedrag. It is not permitted to make any material available to third parties.
The Client is aware that the intellectual property relating to the services of LIFT Gedrag belongs to LIFT Gedrag. Without the prior written consent of LIFT Gedrag, the Client is not permitted to reproduce, disclose and/or exploit any content, whether or not made public by LIFT Gedrag, or any other products of the mind, other than for its own internal use.
LIFT Gedrag reserves the rights and powers to which it is entitled under the Dutch Copyright Act (Auteurswet) and other intellectual property laws and LIFT Gedrag is entitled to also use the knowledge it has gained through the performance of an agreement for other purposes, insofar as no strictly confidential information of the Client is disclosed to third parties in the process.
All parties are obliged to keep confidential any confidential information they have received in the context of the agreement, subject to any statutory obligations.
In the event of a breach of the provisions of this article, the Client shall owe an immediately payable penalty of €2,000 per breach, plus €250 for each day the breach continues, without prejudice to the right of LIFT Gedrag to claim full compensation.

15. Amendments to the general terms and conditions

In the case of continuing agreements that end by lapse of time, LIFT Gedrag reserves the right to amend or supplement these general terms and conditions. Amendments also apply to agreements already concluded, subject to a period of 30 days after the amendment has been announced. Amendments of minor importance may be made at any time. If the Client does not wish to accept an amendment to these general terms and conditions, it must notify LIFT Gedrag thereof in writing before the date on which the new general terms and conditions take effect.

16. Choice of forum, governing law and transfer of rights

LIFT Gedrag is entitled to transfer its rights and obligations under this agreement to a third party. The Client is not permitted to transfer its rights and obligations to a third party without the written consent of LIFT Gedrag.

This agreement and any other agreements concluded between the parties are governed exclusively by Dutch law. Should an obligation arise between the parties in the future other than one arising from an agreement, that obligation shall also be governed by Dutch law.
The District Court of Midden-Nederland (Rechtbank Midden-Nederland) has exclusive jurisdiction over any dispute arising from the agreement between the parties. The District Court of Midden-Nederland likewise has exclusive jurisdiction over any dispute between the parties concerning non-contractual
These general terms and conditions are a translation of the Dutch-language In the event of any discrepancy between the two versions, the Dutch version shall prevail.