Terms and Conditions SUE & The Alchemists

SUE & The Alchemists, is a trade name of SUE & The Alchemists BV, registered in the Chamber of Commerce under registration no. 82497532.

1. Applicability
a. These conditions apply to quotations, offers and agreements relating to the business services of SUE & The Alchemists B.V., trading under the name of SUE & The Alchemists, hereinafter referred to as SATA, and the resulting activities and deliveries by or on behalf of SATA.
b. Deviations from these terms and conditions are only valid if agreed upon in writing between the parties.
c. Applicability of the client’s terms and conditions, however designated, is expressly excluded.

2. Quotations and Offers
a. Offers are without obligation. Offers have a validity of 30 days. Prices are excluding VAT.
b. Terms mentioned in offers and quotations are always indicative and only take effect from the moment that the client has supplied all requested information and materials correctly, completely, and usefully.

3. Assignments
a. The client is bound by and with effect from the issue of the order. The contract come into effect after written confirmation of the order by SATA.
b. SATA will not start the execution of the assignment until it has received an agreement on the budget and a PO number if applicable.
c. SATA is remunerated in accordance with the agreements laid down in the order or budget.
d. SATA is entitled to engage third parties to carry out the assignment.
e. Changes to the order, after it has been issued, and/or changes to the planning are only binding if they have been agreed upon on time and in writing.
f. Changes to the order and/or the planning and/or the late delivery of information and materials by the client may result in the previously agreed timeframes / turnaround times not being achievable.
g. The additional costs resulting from changes and/or late delivery shall be borne by the client. SATA shall inform the client as soon as possible of the financial and/or qualitative consequences.
h. In the event of withdrawal of the order, before its completion, the client shall owe SATA the already invested hours and incurred costs.

4. Client’s obligations
a. The client shall provide SATA with all information and materials relevant to the proper and qualitative execution of the assignment, in a timely manner and in the desired form and manner.
b. The client guarantees the accuracy, completeness and reliability of this information and materials.
c. The client makes every effort to ensure the active participation of the persons participating for or on behalf of him during projects in order to promote the successful completion of the assignment.
d. The client shall ensure that persons taking part in projects are bound to the articles of these terms and conditions that are relevant to them (article 7 liability, article 8 intellectual property and article 10 privacy).

5. Obligations SATA
a. SATA provides a best-efforts obligation and performs the contract in accordance with the assignment to the best of its understanding and ability and in accordance with the requirements of good craftsmanship.
b. SATA will employ qualified experts during the project respectively and is committed to the successful completion of the assignment.
c. SATA shall treat as confidential the information and materials received from the client in the context of the assignment and, if so desired, return them to the client at the end of the assignment and/or destroy them.

6. Billing and Payment
a. SATA invoices 75% of the amounts agreed in the approved budget prior to the project and 25% afterwards.
b. SATA applies a payment term of 15 days on the understanding that the first instalment of 75% must be received on the specified IBAN account number before the start of the project. Objection to (part of) an invoice and/or the execution does not affect the obligation to pay the invoice on time and in full.
c. In the event of non-payment, late, or incomplete fulfilment of the payment obligation, the client shall be in default by operation of law without a reminder being required. From the moment of default, the client shall owe the statutory commercial interest on the principal sum. From that moment, SATA shall be entitled to suspend its obligations until the client has fulfilled its obligations in full.
d. In the event of default by the client, SATA shall proceed to collection and all reasonable collection costs shall be for the client’s account, with a minimum of €250.

7. Liability
a. Any liability on the part of SATA and any (legal) person engaged in the conclusion and/or execution of the contract (hereinafter to be referred to as SATA plus) shall at all times be limited direct damage and to the agreed price of the order.
b. SATA plus is not liable for the malfunctioning of any equipment, software, data files or other items used in the execution of the order, with no exceptions.
c. SATA plus shall not be liable for damage to or loss of property of persons taking part in projects for or on behalf of the client.
d. SATA plus is not liable for errors of any kind in the documents and materials used by its supervisors and instructors, as referred to in Article 8.a below, and/or in the information and advice given orally by them, nor for any consequential damage resulting therefrom.
e. Liability on the part of SATA plus for damage resulting from intent or deliberate recklessness is not excluded.

8. Confidentiality and Secrecy
a. The client and SATA (hereinafter referred to as: the parties) shall reciprocally be liable for the confidential treatment and confidentiality of the data, information, assignments, work and materials made available by them, including offers, ideas, advice, concepts and other documents and materials originating from SATA, such as but not limited to syllabi, publications, templates, models, systems, strategies, structures, tools, logos and pay-offs (hereinafter referred to as: “data”), which by their nature are confidential and/or protected by any intellectual property right or the right of protection of trade secrets.
b. Parties shall only use ‘these data’ in the context of the acquisition and/or execution of the assignment and shall not share it, without prior written permission, with third parties other than those persons participating in projects for or on behalf of the client or contributing to its execution for or on behalf of SATA without permission.
c. Any further use or exploitation of ‘these data’ constitutes a breach of this provision.
d. The parties undertake to require both the persons referred to in the previous paragraph and third parties to treat ‘these data’ with the same degree of confidentiality and secrecy.

9. Intellectual property rights
a. The intellectual property rights, such as copyrights, model rights, trademark rights, and trade name rights, on the graphical interface of SATA’s website and on its the texts and images, and the materials provided by SATA to the client in the context of the agreement and to the persons taking part in projects for or on behalf of the client, such as but not limited to syllabi, publications, templates, models, systems, strategies, structures, tools, logos and pay-offs, belong exclusively to SATA and/or third parties with whom SATA has licensing agreements.
b. The materials provided by SATA are intended exclusively for the client’s own use and may only be used by the client in the framework of the order, and by third parties with whom the client has shared them and persons taking part in projects within the framework thereof.
c. Any further use or exploitation of these materials shall constitute an infringement and thus a violation of this provision by the client.

10. Privacy
a. The data provided by the client will be used by SATA exclusively for administrative and communication purposes relating to the projects and its execution.
b. Photographs of participants may be taken during or at the conclusion of projects for the purpose of SATA’s projects related publicity via internet and social media. Permission will be requested prior to taking photographs. This permission may be revoked at any time.
c. SATA acts in accordance with the General Data Protection Regulation (GDPR/AVG). See the privacy statement of SUE & The Alchemists BV on the website.

11. Events
a. If it has been agreed that the project will take place at the client’s premises, the client must provide its own catering, beamer, flipchart, markers, post-its and any other required materials and provisions, unless otherwise explicitly agreed upon in writing. SATA will also charge additional travel, parking and accommodation costs for instructors and on-site supervision.

12. Cancellation
a. Cancellation of the assignment by the client shall only be possible prior to the start date of the projects. It shall be subject to the following cancellation costs (% of the agreed order or budget), which may then be charged by SATA:
i. Up to two months before: 20%
ii. Between two months and one month before: 25%
iii. Between one month and two weeks before: 50%
vi. Less than 2 weeks before: 100%

13. Force majeure
a. In the event that the parties are prevented by force majeure from carrying out the agreed assignment in full and/or on time, after two months have elapsed since the force majeure occurred, they shall be entitled to suspend performance or to dissolve the agreement in full or in part by means of a written statement, without being obliged to pay, compensation. In that case, client will reimburse the costs of the part of the assignment already performed
b. In addition to the provisions of Article 6:75 Civil Code (BW) such circumstances of force majeure include expropriation or confiscation of facilities; war, hostilities, rebellion, terrorist activities, local, regional or national emergencies, sabotage or riots; earthquake, flooding or other extreme consequences of unusually severe weather conditions; fire, explosions or other disasters; epidemics, pandemics, quarantine measures; power failure, computer virus, computer hack, telecommunication infrastructure failure; government measures; strikes and work stoppages; breach of contract by suppliers or other third parties and in general all external unforeseeable causes and circumstances beyond the parties’ control.

14. Fines and Disputes
a. If the client infringes the provisions of article 8 (confidentiality and secrecy) and/or article 9 (intellectual property), regardless of whether the infringement is attributable to him, the client shall forfeit to SATA, without prior notice of default or legal proceedings, an immediately payable penalty of €50,000 (fifty thousand euros) per infringement and an amount of €5,000 (five thousand euros) per day that the infringement continues, without prejudice to the right to claim damages.
b. These general conditions and the agreement concluded with SATA is governed by Dutch law.
c. Disputes regarding these general conditions and the agreement concluded with SATA shall exclusively be submitted to the competent court in Amsterdam.