Terms and Conditions – UGS Holding B.V 

These Terms and Conditions are a legally binding agreement between you (hereinafter referred to as the Client) and UGS Holding B.V., (hereinafter referred to as Consultant, we, our or us). By using any of the services offered by the Consultant, either physically or as advertised on the (mobile) Website (the Services), you agree and acknowledge that you have read, understood, and unconditionally accepted all of the Terms and Conditions contained herein. 

Article 1 – Interpretation

  1. Agreement means any agreement, in whatever form, reached between the Consultant and the Client pursuant to which the Consultant agrees to render Services to the Client. 

 

  1. Consultant means the business established at Tinbergenlaan 84, 3045BJ Rotterdam, under the business number 80924956, who offers the Services under these Terms and Conditions.

  1. Client is the party that engages the Services subject to these Terms and Conditions. 

  1. Purchase Order means the document setting out the Services to be provided by the Consultant to the Client and the applicable fee(s). 

  1. Offer means the offering of the Services for a reduced price or under other different conditions than those under which they are generally offered. 

  1. Services means the consultancy services as offered by the Consultant, which include coaching for women, training of companies, and specific consultancy services as may be agreed between the Consultant and the Client.

 

  1. Website means our website on www.ugscoaching.com, where the Services are advertised. 

Article 2 – General Applicability and Amendment

  1. These Terms and Conditions apply to all Services offered by the Consultant, except where expressly indicated to the contrary.
  1. You may not use the Services nor accept these Terms and Conditions if you are not of legal age or have the required mental capacity to form a binding contract with the Consultant.
  1. The use of the Services requires the unconditional acceptance by the Client of the applicability of these Terms and Conditions. It is the responsibility of the Client to read and understand the Terms and Conditions prior retaining any Services. If you do not agree to these Terms and Conditions, do not use the Website or any other of our Services. 
  1. All terms and conditions used by the Client that are contrary to these Terms and Conditions are hereby rejected and therefore do not apply to the use of any Services by the Client.
  1. In the event that one or more of the provisions in these Terms and Conditions are found to be wholly or partially invalid, the remaining provisions will remain in force. The Consultant will formulate new provisions to replace the invalid provisions, whereby the scope of the original provisions will be carefully considered.
  1. The Consultant may unilaterally change these Terms and Conditions. The amended Terms and Conditions are immediately applicable to any Agreements entered into after the amendments have been implemented, and 30 days after written announcement of the amendment to the Client for previously existent Agreements.
  1. By contracting on the basis of these Terms and Conditions, the Client agrees to the applicability thereof in respect of future agreements between itself and the Consultant, even if this is not expressly stated. 
  1. Except as supplemented by additional terms and conditions, policies, guidelines or standards, these Terms and Conditions contains the entire legal understanding between the Consultant and you and supersedes any and all prior or written understandings or agreements in relation to you access to and use of the Services.
  1. The Consultant and the Client shall act as independent contractors, and nothing herein shall suggest an agency, partnership, or employee/employer relationship for any purpose. 
  1. Any personal data submitted by you to the Consultant will be governed by the Privacy Policy.

Article 3 – Performance of the Services

  1. The Consultant shall complete the Services with reasonable skill, care and diligence in accordance with the Agreement. 
  1. The Consultant shall use reasonable endeavours to meet any performance dates and milestones as may be specified in the Agreement, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
  1. The Consultant shall have the right to make changes to the Services to the extent necessary to comply with applicable law or similar requirements, or which do not materially affect the nature or the quality of the Services.
  1. If the Services as agreed need to be amended by the Consultant due to a change of circumstances, whereby that change cannot be attributed to the Consultant, the Consultant may make any such amendments to the Services as it deems necessary. Any costs arising from or related to this change of circumstances will be fully borne by the Client. 
  1. The Client hereby acknowledges that the Consultant is not giving any guarantee of a particular result or outcome of the Services under the Agreement. 
  1. The Consultant shall be entitled to engage subcontractors to perform the Services under the Agreement, either whole or in part. The Consultant shall have these third parties enter into relevant confidentiality obligations. 
  1. Offers are free of obligation, unless a period of acceptance is stated in the Offer. If the Offer is not accepted within this period, the Offer will expire. 
  1. The Consultant cannot be held to its Offer(s) if the Client can reasonably understand that the Offer(s), or part thereof, contain(s) an obvious mistake or error. 
  1. Offers do not automatically apply to the Client’s future use of the Services, unless parties have agreed so in writing. 

Article 4 – Client Obligations

  1. The Client will ensure that all data, tools and information, of which the Consultant has stated it is required for the performance of the Agreement, or of which the Client should reasonably understand it to be necessary for such performance, will be provided to the Consultant in a timely, complete and correct manner. If the information required for the implementation of the Agreement has not been provided as aforementioned, the Consultant has the right to suspend the implementation of the Agreement and/or to charge the Client the additional costs resulting from the delay, in accordance with the rates applied.
  1. The Client shall duly inform the Consultant of any fact and circumstances that may be relevant in connection with the execution of the Services.
  1. The Client shall guarantee the correctness, completeness, and reliability of relevant information provided to the Consultant. 
  1. Where necessary to perform the Services, the Client shall provide the Consultant access to its premises, office, and other facilities as may be reasonably required by the Consultant. 

Article 5 – Fees and Expenses

  1. Upon entering into these Terms and Conditions and an Agreement, subject to the provisions of Article 2, the Client enters into a legally binding payment obligation. The Client shall pay to the Consultant fees at the rate specified in the Purchase Order. 
  1. Any prices displayed on a Purchase Order are in Euro’s (€), excluding the statutory VAT and other applicable taxes, except if explicitly stated otherwise. Typing errors and price changes are reserved.
  1. The Consultant reserves the right to increase its fee rates for ongoing Services, provided that such change cannot occur more than once in any 12-month period. This article shall not apply if any price changes occur due to the expiry or offering of any Offer.
  1. The Client shall reimburse the Consultant for expenses that are reasonable and properly incurred. Where reasonably possible, the Consultant shall notify the Client prior to incurring these expenses. 
  1. The Client shall pay each invoice submitted by the Consultant within 14 days of the date of the invoice, or before the first scheduled consulting session, whichever is the earliest. 
  1. If the Client fails to pay any invoice by the due date for payment, the Consultant may, without prejudice to any other rights:
  1. suspend provision of the Services until payment in full (including interest where applied) is received; and/or
  2. charge, at its own discretion, interest on the sum outstanding at the statutory rate.
  1. If the Client remains in default for over 60 days, the Consultant will proceed to recovery. The costs related to these proceedings will be borne by the Client. If the Client is declared in default, Client will be liable to the Consultant, in addition to the principal sum, statutory (commercial) interest, (extra) judicial collection costs, attorney’s fees, and possibly other damages. 
  1. If the Client orders a pack of sessions from the Consultant, the Client is entitled to cancel the Services at any time while these sessions are ongoing. The Consultant shall reimburse the Client for unused sessions. 
  1. The Client shall be entitled to reschedule any session provided that the Client notifies in writing the Consultant of the intention to reschedule at 24 hours in advance. The same shall apply if the Client wishes to cancel all remaining sessions and terminate the Agreement. If the Client terminates the Agreement for any reason whatsoever, no refund shall be issued, except when the Client terminates the Agreement in accordance with article 5.10 and article 11 shall apply accordingly. 
  1. The Client has the right to withdraw from the Agreement within 14 days after entering into it. In this case, Client shall be entitled to receive a full refund for any sessions that did not take place prior to Client’s exercise of its right of withdrawal. 
  1. The Client shall not incur an additional fee for rescheduling a session in accordance with these Terms and Conditions. 

Article 6 – Force Majeure

  1. In the event of force majeure, there is no shortcoming attributable to the Consultant. Force majeure in these Terms and Conditions is understood to mean any circumstance independent of the will of the Consultant – even if it was foreseeable at the time the Agreement was concluded – which permanently or temporarily prevents fulfilment of the Agreement, and – to the extent not already therein included – war; danger of war; civil war; natural occurrences such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves, and floods; riot; strike; transport difficulties; computer malfunctions; power outages; a pandemic, epidemic or any other threat to public health; staff illness; and all external causes, foreseen or not foreseen, on which the Consultant does not have any influence. To the maximum extent permitted by applicable law, the Consultant shall not be liable for any compensation for any loss arising from force majeure. 

Article 7 – Limitation of Liability

  1. To the maximum extent permitted by law, the Consultant makes no representations or warranties about the accuracy, correctness, quality or completeness of any information provided on or through the Website. 
  1. The Consultant is not liable for possible damage caused under these Terms and Conditions or under the Agreement, both by itself and by third parties, except in the case of intent or deliberate recklessness on the part of the Consultant, provided that it has been demonstrated by the Client.
  1. The liability of the Consultant is at all times limited to (a) the amount paid by the Client prior to the damage occurring if the Client purchases a single session; or (b) the amount paid by the Client in the aggregate if the Client purchases a pack of sessions.
  1. To the maximum extent permitted by law, the Consultant shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from: (a) your use or inability to use our Services or (b) any conduct of any party other than the Consultant itself.
  1. The Client indemnifies the Consultant against all claims from third parties for compensation of damage, including reasonable attorneys’ fees and costs. If the Consultant is held liable by a third party in relation to these Terms and Conditions and any Services performed under any Agreement, the Client is obliged to pay the Consultant all costs related to thereto, and the Client is obliged to take responsibility for the liability directly (inter alia) by notifying the third party that the Consultant is not liable, but that the Client is. If the Client fails to do so, this automatically creates a right to claim from the Consultant against the Client for the amount for which the Consultant is held liable.
  1. The Client is liable for all damage that the Consultant may suffer as a result of a failure attributable to the Client in the fulfilment of the obligations arising from the Terms and Conditions.

Article 8 – Intellectual Property

  1. Intellectual Property Rights shall mean all patents, inventions, models, copyright, trademarks, business and domain names, rights in design, rights in software, moral rights, and any other intellectual property rights, whether registered or unregistered. Any pre-existing Intellectual Property Rights of either party made available for in connection with the provision of the Services shall remain vested in that party. The other party hereby receives a licence to use those rights insofar necessary to perform or to enjoy the Services. 
  1. All Intellectual Property Rights created in the course of the provision of the Services shall belong to the Consultant. The Client hereby receives a royalty free, perpetual licence to use those rights to enable the Client to benefit from the Services. All rights not expressly granted to the Client are reserved by the Consultant. 
  1. Unless agreed upon otherwise in writing, the Consultant shall retain all rights and powers that accrue to it with regard to the Intellectual Property Rights in the works produced by it. The ownership of the works and the Services supplied by the Consultant, such as ideas, concepts, scripts, texts, images, illustrations, designs, and anything else created by the Consultant. The aforementioned elements that form part of the works produced by the Consultant may not be multiplied, reproduced, or modified without written permission from us. 
  1. The Client is prohibited from reproducing, duplicating, copying, (re)selling, or exploiting any portion of the Services without express written permission by the Consultant.

Article 9 – Confidentiality

  1. The Consultant is obliged to maintain the confidentiality of all information that it has received from the Client or from another source in the context of the Agreement. Confidential information means in any case that to which this article relates, as well as any company data.
  1. The confidentiality obligation mentioned in the first paragraph of this article does not apply to information:
    1. that at the time the recipient received this information was already public or subsequently became public without a breach by the receiving party of a duty of confidentiality imposed on the recipient;
    1. of which the receiving party can prove that this information was already in his possession at the time the other party provided it;
    1. that the receiving party has received from a third party whereby that third party was entitled to provide this information to the receiving party;
    1. that is made public by the receiving party as a result of a legal obligation.
  1. The obligation of confidentiality described in this article applies for the duration of this Agreement and will continue to exist after the termination, dissolution or completion of the Agreement.
  1. The Consultant will treat all personal information it acquires in the performance of its Services with the utmost respect and ensures that it is securely stored at all times. 

Article 10 – Penalty

  1. If the Client fails to fulfil any of its obligations under Articles 8 and 9, it forfeits an immediately due and payable penalty of EUR €5.000 per breach and EUR €100 for each day that such breach continues, without prejudice to the Consultant’s rights to claim specific performance and/or damages and without prejudice to the other rights that the Consultant may have by virtue of law or this Agreement. 

Article 11 – Term and Termination

  1. The Agreement shall commence on the date these Terms and Conditions have been accepted and shall continue in force until the date as specified on the Purchase Order.
  1. Either party may terminate an Agreement prematurely on notice to the other party if:
    1. the bankruptcy of the other party is pronounced; 
    1. the other party applies for its own bankruptcy or suspension of payment;
    1. a substantial part of the other party’s assets is seized;
    1. the other party violates applicable laws or regulations, including (but not limited to) legislation relating to: criminal liability, fraud, misappropriation, (bankruptcy) fraud, bribery or corruption;
  1. On termination of the Agreement for any reason, the Client shall immediately pay to the Consultant any outstanding invoices, and for any Services performed for which no invoice has been sent, the Consultant shall submit an invoice which shall be payable immediately on receipt. 

  1. Provisions herein which expressly or by implication survive termination shall continue in full force and effect. 

Article 12 – Complaints Procedure

  1. Complaints about the implementation of the Agreement or these Terms and Conditions must be submitted fully and clearly to the Consultant within a reasonable time after the Client has discovered the defects.
  1. The Client must, in any case, give the Consultant four (4) weeks to resolve the complaint in mutual consultation. 

Article 13 – Applicable law

  1. Only Dutch law applies to the legal relationship between the Consultant and the Client.
  1. The Rotterdam District Court is authorized (in the first instance) to take cognizance of any dispute between the Consultant and the Client, unless otherwise required by law.
  1. If the Client is a consumer and resides in a member country of the European Union, the Client will benefit from any mandatory provisions of the law applicable in your country of residence (“Local Law”). Nothing in these terms and conditions, including articles 13.1 and 13.2, affect the Client’s rights as a consumer to rely on such mandatory provisions of the Local Law.

Article 14 – Governing Language

  1. These Terms and Conditions shall be prepared and executed in English, and if translated into a language other than English, this English version shall prevail in the interpretation of these Terms and Conditions. 

 

Article 15 – Contact

  1. Questions about the Terms and Conditions can be sent to ugscoaching@gmail.com.