General Terms and Conditions – Equility B.V.

1. General

1. These general terms and conditions apply to all offers of Equility B.V. and to all between
Equility B.V. and client concluded agreements. Other services of Equility B.V. are also covered by this
general conditions.
2. General terms and conditions or stipulations of Client do not apply to the agreement entered into between Equility B.V. and Client, unless explicitly agreed upon by both parties.

2. Tenders

1. Offers and/or quotations do not bind Equility B.V. and are considered an invitation to place
an order for the relevant service and/or product.
2. The period of validity of quotations, unless otherwise agreed, shall be 14 days, provided that
that an agreement is only concluded if Equility B.V. confirms the agreement in writing.
3. No rights can be derived from the offer after the expiration of the validity period.
4. If client accepts the quotation after 14 days, it is still valid if Equility B.V. accepts it
and confirmed in writing.

3. Applications for services.

1. Applications means written confirmation from the client to enter into the agreement to
to proceed in response to a sent quotation from Equility B.V.. Notifications for services must be made in writing by responding to the emailed quote.
2. An agreement is only concluded if and when Equility B.V. has accepted an application for service provision in writing by means of a confirmation.
3. There is a statutory cooling-off period of 14 days.
4. If Equility B.V. and client conclude an agreement that takes place within 14 days of execution
of services, client may cancel free of charge up to 7 days prior to services. When canceling
within 7 days of service, Article 4.4 will be in effect.

4. Cancellation

1. Upon cancellation of the order, a distinction is made between the service and the cost
for products and/or materials and/or licenses. Charges for services include the full amount
of service delivery. Products and/or materials and/or licenses are named in this provision as its
the products and cost services.
2. Service orders may be canceled. If products were sent to the client they will be charged for cancellation.
3. Cancellation prior to commencement of services is free of charge until no later than 2 weeks prior to commencement.
4. Cancellation between 1 and 2 weeks before the start of services will be charged 25% of the cost of services.
5. Cancellation within 7 days prior to the start of services will be charged 75% of the cost of services.
6. In case of illness and/or prevention of a customer, rescheduling is possible after consultation with Equility B.V.. Per case
is then considered what costs will be passed on and Equility B.V. may deviate positively
of these arrangements.

5. Prices

1. All prices quoted by Equility B.V. are exclusive of VAT.

6. Payment

1. Client will pay the amounts charged to Equility B.V. within 14 days of the invoice date.
All amounts charged to client must be paid in full.
2. Client is not entitled to set off and also no right to suspend payments.
3. If Client exceeds the term of payment, Client is in default. In that case, all claims, from
Whatever the reason, from Equility B.V. to Client is immediately due and payable.

7. Warranty

1. Equility B.V. guarantees that the services and other products supplied by it comply with what has been agreed.
2. Complaints should be reported to Equility B.V. immediately upon discovery of the defects. Retrieved from
provided that a timely and proper complaint has been made and it has been sufficiently demonstrated that the products and/or other
services do not comply with what has been agreed, Equility B.V. will again perform these products and/or other services properly. Client gives Equility B.V. the latitude to act appropriately in this regard, making no further compensation payable.

8. Liability and indemnity

1. Equility B.V. is not liable, neither on the basis of the law, nor from agreement for so called consequential damages which Client or any third party may suffer as a result of the agreement and/or the products and/or other services.
suffer, including trading losses, environmental damage, personal injury or immaterial damage.
Should Equility B.V. be liable, this will at all times be limited to the invoice amount of that part of
the contract from which the damage occurred.
2. If there is intent or gross negligence on the part of Equility B.V., Equility B.V. will assume liability therefor.
3. Unless the damage is caused by intent or gross negligence on the part of Equility B.V. or its executive staff, Client will indemnify Equility B.V. against all claims by third parties, directly or indirectly related
with the performance of the agreement or services.

9. Intellectual property

1. Services remain intellectual property of Equility B.V., client does not receive any right of intellectual property regarding the services (or other products). Also provided materials which
serve as tools for service provision remain the intellectual property of Equility B.V. where of
application. However, Client is authorized to use this intellectual property for personal use.
2. Sharing Equility B.V.’s intellectual property with third parties is not permitted without Equility B.V.’s explicit written consent.
3. Equility B.V. declares that to the best of its knowledge the Services do not infringe any intellectual property rights of third parties applicable in the Netherlands. Client has the right to rescind the agreement
to the extent that its maintenance cannot reasonably be required of him.
4. If Client detects infringement of intellectual property, Client shall immediately notify Equility B.V. in writing.
inform regarding the training. Equility B.V. authorized to defend against this, also on behalf of client.
conduct or take legal action against that third party, or reach an amicable settlement with that third party.
5. In all cases, Client will provide optimum cooperation to Equility B.V..

10. Default and dissolution

1. In case of default of Client or in one of the cases mentioned in article 10.2, Equility B.V. is authorized to suspend the execution of any agreement and/or to wholly or partially dissolve any
2. In case of (provisional) suspension of payment, bankruptcy, shut down or liquidation of (the company
of) client, all agreements will be dissolved by operation of law. If client and Equility B.V. agree otherwise
agree, the new (written) agreements will be in effect.
3. The provisions of Articles 10.1 and 10.2 do not affect Equility B.V.’s other rights under
of the law and the agreement.

11. Force Majeure

1. In the event Equility B.V. is unable to fulfill its obligations to Client due to an event of force majeure, Equility B.V. will be
suspended the performance of those obligations for the duration of the force majeure condition. Equility B.V. will notify Client of the force majeure condition as soon as possible.
2. If the force majeure situation lasts longer than 7 days, then both parties have the
right to rescind the agreement in whole or in part, to the extent justified by the force majeure situation.
3. In the event of dissolution arising from force majeure, the client is not entitled to any compensation or damages,
also not if Equility B.V. was allowed to gain any advantage as a result of the force majeure.
4. In case of dissolution resulting from force majeure Equility B.V. will reimburse the costs of service minus the product costs.
5. Force majeure shall mean any independent circumstance which prevents the performance of its
obligations to Client is prevented in whole or in part, or as a result of which fulfillment of its obligations cannot reasonably be required of Equility B.V., regardless of whether that circumstance could have been foreseen at the time the agreement was concluded. Such circumstances include:
pandemic, war, riot, flood, fire, strikes, lockouts, blockade, riot, stagnation or
other problems which prevent Equility B.V. from providing services. Also covered are measures
of any governmental authority, the absence of any governmental permit to be obtained, accidents, illness and computer failures under force majeure; all this both at Equility B.V. and at the location where
the training takes place.
6. If service at physical location is made impossible by the actions of the government’s
issued measures, or other external factors, Equility B.V. will, within reason, facilitate the service through a remote solution as soon as possible in cooperation/coordination with the client.

12. Illness of service provider

1. In case of illness and/or prevention of a service provider, Equility B.V. will, if possible within 48 hours before
provide equivalent replacement.
2. If replacement proves not to be possible within the specified period, Equility B.V. will notify Client within 24 hours and Article 11 will apply. However, Equility B.V. will offer Customer the possibility
offer to purchase the service at another time.
3. If Equility B.V. arranges for equivalent replacement within 48 hours, Purchaser cannot claim any rights.
to compensation for damages, interest and costs and/or discount or reduction of the agreed compensation. However, client is entitled to the full duration of the agreed service. In practice, this may
mean that if 48 hours of service is lost, the 48 hours will be provided at a later date.

13. Specific provisions for our services

1. Applications will be considered by Equility B.V. in order of receipt. If
Equility B.V. confirms Client’s participation in writing, an agreement is established.
2. Applications must be made by completed and signed registration form, and/or in response
on quoted services and/or products by e-mail.
3. Payment must be made in all cases no later than 48h before the start of services.
4. If the schedule is full in terms of services Equility B.V. will notify the client in writing.
14. Secrecy
1. All information exchanged during services are confidential in nature. This includes personal data and information regarding the service. Equility B.V. will use this information to
handle confidentially unless express permission is given from the client to publish them.
The same is expected from the client.
2. Publication, in any manner, of services is only permitted after express written permission from Equility B.V..