Our
Terms and Conditions

General Terms and Conditions applicable for CONSULTANCY SERVICES, in an “AGREEMENT”, BETWEEN:

(1) The Collaboration Laboratory, a sole proprietorship, incorporated under the laws of the Netherlands, registered with the trade register of the Chamber of Commerce under number 96709677, with its registered office in The Netherlands, for this purpose duly represented by Marjolein Offerein (“Contractor”); and

(2) [NAME Client Company], [a private company with limited liability / a public limited company / a foundation / a company] [incorporated under the laws of COUNTRY], with its registered seat in [ADDRESS], [COUNTRY], registered with the trade register of the Chamber of Commerce under number [NUMBER], for this purpose duly represented by [NAME, POSITION] (“Client”).

Each referred to as a “Party” and together as the “Parties.”

WHEREAS:

A The Client desires to make use of certain consulting services of the Contractor in the area of Strategic Customer Collaboration.

B The Contractor possesses specific knowledge and experience required for the services (i.e. strategic workshops and retail tours) whilst the Client itself does not have such specific knowledge or experience in-house to perform those services as requested.

C Parties exclusively want to conclude this agreement as a contract for services (overeenkomst van opdracht) within the meaning of section 7:400 of the Dutch Civil Code ("DCC");

D It is explicitly not the Parties' intention to conclude an employment agreement (arbeidsovereenkomst) within the meaning of section 7:610 et seq. DCC between the Client and the Contractor and/or any employee of the Contractor by entering into this agreement, whereby this is such an essential element of this agreement that the parties would not have concluded this agreement without that intention. In this respect the Contractor realises that the protective provisions of employment law will not apply;

F The Parties have decided that, where applicable, the notional employment relationship (fictieve dienstbetrekking) of home workers or persons treated as such as referred to in sections 2b and 2c of the Wages and Salaries Tax Decree 1965 (Uitvoeringsbesluit Loonbelasting 1965) and sections 1 and 5 of the Identification of Working Relationships as Employment Decree (Decree of 24 December 1986, Bulletin of Acts and Decrees, 1986, 655) will not apply and therefore enter into and sign this agreement before payment takes place;

G The Parties wish to lay down the terms and conditions of their collaboration in this agreement;

H This agreement is based on the model contract drawn up by the Dutch Tax and Customs Administration on June 1, 2021, under number 90821.25537.1.0 (“Model Agreement”). The provisions marked in the Model Agreement have – as far as relevant for this agreement – been incorporated in the agreement.

IT IS AGREED:

1. SCOPE OF SERVICES

The Contractor will provide the following consultancy services to the client, such as, but not limited to: assistance of the Client in diagnosing, developing and implementing commercial and strategic initiatives, including strategy design, facilitation of workshops, training/coaching programs and retail tours. The Contractor acts as an independent advisor and does not assume management responsibility or decision-making on behalf of the Client.

2. DURATION AND TERMINATION

This Agreement is effective from the date above and remains valid until terminated. Either Party may terminate with 30 days’ written notice, or immediately in the event of material breach or insolvency. Upon termination, the Contractor shall be paid for all work performed and expenses incurred up to the termination date. The Client expressly agrees that the Contractor also performs and may perform services for the benefit of other clients.

3. FEE, INVOICING AAND PAYMENT

Fees are in EUR and are outlined in Annex 1. Invoices are payable within 30 days of the invoice date. Late payments accrue statutory commercial interest (Article 6:119a Dutch Civil Code). Reasonable travel and accommodation expenses will be reimbursed at cost. All fees exclude VAT.

4. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY

4.1 All intellectual property rights in the Contractor’s methodologies, models, templates, and other proprietary materials developed prior to or independently of this Agreement (“Contractor Background IP”) remain the exclusive property of the Contractor. This remains in force both during and after the agreement and after it’s termination. The Client is granted a non-exclusive, non-transferable license to use such materials solely for internal purposes within its organization, within the scope as defined in the Services Proposal/ Addendum (Annex 1), and not for other projects or affiliates without written consent. Client Deliverables created specifically for the Client shall become Client property upon full payment, except where Contractor Background IP is embedded, in which case it remains licensed, not assigned.

4.2 The parties will observe absolute confidentiality in respect of all information concerning the other party and the activities of the other party and enterprises and/ or natural persons, relations or contacts affiliated to the other party, both during and after the agreement and after it’s termination. This confidentiality obligation encompasses all information about customers and associates/ relations of both the parties. The parties are prepared to disclose confidential information relating to their method of working, processes and methodologies to enable both parties to contribute effectively. The parties will not at any time, whether during or after the end of this agreement period (unless expressly authorized by the other party), allow disclosure to any person or make use of any confidential information or trade secrets of the parties.

5. LIMITATION OF LIABILITY

5.1 The Contractor will perform the Services with reasonable skill and care but does not guarantee specific results. The Contractor shall not be liable for any indirect, consequential, or reputational damages, including loss of profit, goodwill, or business opportunity. Total liability is limited to the total fees paid under the specific assignment or EUR 50,000, whichever is lower. Nothing excludes liability for intent or gross negligence under Dutch law. The Contractor will at the Client's first request provide a copy of the insurance policy to the Client.

5.2 The Contractor organizes his work independently and will be entirely independent in performing the Services. He will perform the Services at his own discretion and without the supervision or control of the Client. The Client may give instructions regarding the result of the assignment and provides the Contractor with all information and means for a proper performance of the Services.

5.3 The Contractor will personally perform the Services under this Agreement. This commitment is part of the value the Contractor brings to the Client. In the event that the Contractor becomes temporarily unable to deliver the agreed services, workshops, or meetings due to illness, accident, family emergency, or other unforeseen personal circumstances, the Contractor shall inform the Client as soon as reasonably possible. The Parties will then agree on a suitable alternative date or format for the affected services, without penalty to the Contractor. If rescheduling is not possible within a reasonable timeframe (normally within 30 days), the Client may cancel the affected part of the engagement without additional cost, and any prepaid fees for undelivered services will be refunded. Such unavailability shall not be considered a breach of this Agreement, nor give rise to any claim for damages, provided that the Contractor acts in good faith and uses reasonable efforts to minimize disruption.

8. DATA PROTECTION

If the Contractor processes personal data on behalf of the Client, the Parties shall enter into a separate Data Processing Agreement in accordance with the GDPR.

9. INDEPENDENCE

The Contractor acts as an independent contractor. Nothing creates an employment, partnership, or agency relationship.

10. FORCE MAJEURE

Neither Party shall be liable for delays or non-performance due to causes beyond their control, including acts of God, war, strikes, or government actions.

11. GOVERNING LAW AND JURISDICTION

All rights and obligations of parties arising from this agreement shall be governed by and

interpreted in accordance with Dutch law. All disputes arising from or related to this agreement or agreements arising there from, shall only be submitted to the judgment of the competent civil court in Amsterdam.

12. MISCELLANEOUS

This Agreement constitutes the entire understanding between the Parties and supersedes prior agreements. Amendments must be in writing. If any provision is invalid, the remaining provisions remain in full force. Neither Party may assign the Agreement without consent, except administrative transfers by the Contractor to affiliated entities.

Per assignment a specified SERVICES AGREEMENT, stating assignment details, will be attached as ADDENDUM to these general terms and conditions.