General Terms and Conditions William Meister

As filed with the Chamber of Commerce under number 54203309.

Article 1. Definitions and General

  1. In these terms and conditions (hereinafter: conditions), the following terms have the following meanings:
  1. William: the sole proprietorship William Meister, also trading under the name Pursue, established in Drachten, The Netherlands.
  2. Client: the natural or legal person, acting in the exercise of their profession or business, who has given William instructions to carry out activities, or has requested a quotation for this.
  3. Parties: William and Client together.
  4. Website: www.williammeister.com
  1. Deviations from these conditions are only possible if these deviations have been expressly agreed in writing.
  2. If one or more of the provisions in the conditions are void or are annulled by judicial intervention, the other provisions of the conditions remain fully applicable.
  3. The conditions are stipulated for the benefit of any third party who is engaged or in employment in the performance of any agreement or who is or may be liable in connection therewith.
  4. Where these conditions refer to in writing, this also includes email.

Article 2. Quotations and Conclusion of the Agreement

  1. All offers made by William are without obligation and valid for 30 days after the quotation date.
  2. All prices stated in a quotation are exclusive of VAT.
  3. The agreement is concluded when William has received the quotation signed for approval.
  4. In the event that Client registers online, the agreement will be concluded the moment the registration of Client has been confirmed in writing by William.
  5. The agreement is entered into for the provision of a specific service, which Parties will agree explicitly and in writing, and ends by operation of law as soon as the service has been provided.

Article 3. Execution of the Agreement

  1. Client must provide all information in a timely manner, which William indicates is necessary or which Client should reasonably understand to be necessary for the execution of the agreement.
  2. If the information in paragraph 1 has not been provided to William in time, William has the right to suspend the execution of the agreement. Any additional costs resulting from this delay will be charged to Client.
  3. If the agreement is executed in whole or in part at Client’s location, Client will provide an enclosed workspace and the necessary materials. Client must ensure that the workspace complies with all statutory health and safety standards and other applicable laws and regulations with regard to working conditions.
  4. William will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All agreements between Parties relate to a best-efforts obligation, unless Parties have explicitly agreed on a result in writing and this result has been described with sufficient determinability.
  5. Periods within which the work must be completed or which have otherwise been made available to Client are never to be regarded as deadlines.
  6. William is entitled to engage third parties in the execution of the agreement.

Article 4. Confidentiality

  1. Parties are obliged to maintain the confidentiality of all confidential information that they have obtain from each other or from another source in the context of their agreement.
  2. The content of individual conversations will not be discussed with third parties, unless with the explicit and written permission of Client.
  3. If, on the basis of a statutory provision or court decision, William is obliged to provide confidential information to third parties designated by law or the competent court, and William cannot invoke a right of non-disclosure recognized or permitted by the competent court, then William is not obliged to pay compensation and Client is not entitled to dissolve the agreement on the basis of any damage resulting from this.
  4. William processes Client’s personal data in accordance with William’s Privacy Statement.

Article 5. Changes to the Agreement

  1. If during the execution of the agreement it appears that for the purpose of proper execution a change to the agreement is necessary, Parties will timely and mutually adjust the agreement.
  2. Once the new agreement is mutually agreed upon, William will indicate to what extent this will lead to a change in the honorarium.

Article 6. Honorarium and Payment

  1. Depending on the desired service, William’s honorarium is calculated on the basis of:
  • Day rate;
  • Hourly rate;
  • Fixed rate for the entire project.
  1. Payment of the honorarium must be made by transfer to a bank account provided by William.
  2. In addition to the honorarium referred to in paragraph 1, William is entitled to charge mileage allowance. These costs will be invoiced on the basis of subsequent calculations.
  3. William is also entitled to demand an advance or full advance payment from Client, or to invoice it in installments.
  4. Payment must be made within 14 days of the invoice date. When paying an advance, a period of seven days after the invoice date applies.
  5. If Client has not paid within the stipulated period, they will be in default by this single fact, without any notice or notice of default being required. In the event of default on the part of Client, William is entitled to charge statutory interest on the amount that has not been paid or has not been paid on time, starting from the date of default to the day of full payment.
  6. If Client fails to fulfill one or more obligations towards William, all reasonable costs incurred to obtain payment, in and out of court, will be borne by Client, whereby the extrajudicial costs amount to at least 5% of the invoice amount with a minimum of € 45.
  7. Client is not entitled to suspend and/or set off its obligations towards William.
  8. Amounts paid by Client always serve to pay in the first place all interest and costs owed and in the second place due and payable invoices that have been open the longest, even if Client indicates that the payment relates to a later invoice.

Article 7. Cancellation

  1. Cancellation of the DEEP STEPS™ or RISE program is possible up to two weeks prior before the start of the programs. If Client cannot be present at a meeting of the DEEP STEPS™ program, no refund will be made. An attempt will be made towards a one-off placement in another group to make up for the meeting or, if possible, on an individual basis. The above is only possible if there is a demonstrable excusable force majeure.
  2. If Client wishes to cancel a session in the context of the ‘business mentor’ service, the following cancellation conditions apply:
Time of cancellation Costs for Client
48 hours or less before start 100% of the costs to be invoiced
More than 48 hours from the start 50% of the costs to be invoiced
  1. Contrary to the previous paragraph, Client will not owe any cancellation costs if Parties agree a new date for the session in writing.

Article 8. Lecture

  1. If the Agreement serves to provide a lecture, Client must ensure:
  • Participants in the Lecture;
  • Marketing and promotion for the Lecture;
  • Location and space for the Lecture;
  • Equipment that William indicates is necessary to provide the lecture.
  1. Payment of the invoice for the Lecture must be made within 14 days of the invoice date, but no later than two days before the start of the Lecture.
  2. If Client has not fulfilled their payment obligation before the start of the Lecture, William will not provide the Lecture.
  3. Cancellation of the Lecture by Client must be made in writing.
  4. If Client wishes to cancel the Lecture or does not pay (on time), the following cancellation conditions apply:
Time of cancellation Costs for Client
48 hours or less before start 100% of invoiced costs
48 – 72 hours before start 50% of the invoiced costs
more than 72 hours before start 25% of the invoiced costs
  1. Contrary to the previous paragraph, Client will not owe any cancellation costs if Parties agree on a new date for the session in writing.
  2. William is at all times entitled to replace the person giving the Lecture with another suitable person.

Article 9. Complaints

  1. Complaints by Client with regard to the invoice must be reported to William in writing within 14 days of the invoice date.
  2. Complaints by Client with regard to the services provided by William must be reported to William in writing within 14 days of the completion of the agreement.
  3. The complaint must contain as detailed as possible a description of the shortcoming and does not suspend Client’s payment obligation.
  4. If a complaint is justified, William will still perform the work as agreed, unless this has already become demonstrably pointless for Client. The latter must be made known in writing by Client.

Article 10. Liability

  1. William is only liable towards Client for damage as a result of a serious attributable shortcoming in the performance of the agreement. This is the case if William has not observed the required care and expertise in the execution of the agreement, which should have been expected from him.
  2. If William is liable for damage or loss suffered by Client, then his liability is limited to the amount that will be paid out under the professional/company liability insurance taken out by William, plus the deductible applicable to William.
  3. If for whatever reason no insurance payment is made, William’s liability towards Client is limited to the fee of the agreement to which the liability relates.
  4. Contrary to the provisions under paragraph 3 of this article, in the event of an agreement with a term longer than six months, liability will be limited to the fee due over the last six months.
  5. William is not obliged to compensate indirect damage suffered by Client, including but not limited to: consequential damage, loss of profit, damage as a result of business interruption, emotional damage, or damage resulting from decisions made by Client, whether or not in consultation with William.
  6. William is not liable for any shortcomings of engaged third parties towards Client or for any errors or shortcomings of engaged third parties.
  7. William is not liable for: damage of whatever nature suffered by Client, if this damage was caused by incorrect and/or incomplete information provided by Client, as referred to in Article 3 paragraph 1.
  8. Client indemnifies William against all claims from third parties that are related to the execution of the agreement between Client and William.
  9. The limitations of liability included in these conditions do not apply if the damage is due to willful misconduct or gross negligence on the part of William.

Article 11. Force Majeure

  1. If William cannot properly or timely fulfill his obligations under the agreement as a result of force majeure, these obligations will be suspended until William is able to fulfill them in the agreed manner.
  2. In addition to what is understood in this respect in law and case law, force majeure in these terms and conditions means all external causes, foreseen or unforeseen, over which William has no influence, but as a result of which William is unable to fulfill the obligations. Strikes in William’s company, illness, death of the person carrying out the assignment and/or incapacity for work.
  3. Parties may suspend the obligations under the agreement during the period that force majeure continues. If this period lasts longer than two months, Parties are entitled to dissolve the agreement, without obligation to pay compensation to the other party.
  4. If William has already partially fulfilled his obligations upon the occurrence of force majeure, or can only partially fulfill his obligations as a result thereof, he is entitled to invoice the part already performed separately and Client is obliged to pay this invoice as if it were a separate contract.

Article 12. Intellectual Property

  1. All intellectual property rights on all matters developed and/or made available under the agreement, such as, but not limited to, course material, translations, analyses, documentation, reports, coaching material, or quotations, as well as preparatory material thereof, rest exclusively with William or his licensers.

Article 13. Suspension and Dissolution

  1. If:
  1. Client is in default with the (timely) fulfillment of any obligation with regard to an agreement;
  2. It is plausible that Client will not be able to fulfill an obligation to William, not fully, and/or on time;
  3. Client has been declared bankrupt, has been placed under guardianship, has been granted a moratorium, or the legal debt rescheduling scheme has been declared applicable to Client, or a request is pending;

William has the right to suspend performance under all agreements existing between Parties, or to dissolve these agreements in whole or in part without any notice of default and without being obliged to pay any compensation.

  1. Suspension and dissolution are only permitted insofar as the shortcoming justifies it.
  2. William is also authorized to dissolve the agreement (or have it dissolved) if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if circumstances arise that are of such a nature that unaltered continuation of the agreement cannot reasonably be expected.
  3. All possible obligations of Client towards William become immediately due and payable after dissolution or suspension.
  4. Suspension and/or dissolution do not affect the payment obligation for the work already performed. William is also entitled to claim compensation from Client for damage, costs, and interest caused by Client’s default and the dissolution of the agreement, including the income lost by William.

Article 14. Additional Stipulations for Online Services

  1. If Client wishes to use William’s online services, Client will receive a username and password for their online portal on the website (hereinafter referred to as: the portal) after concluding the agreement.
  2. William will endeavor to achieve uninterrupted availability of the portal and online services and to provide access to data stored, but does not offer any guarantees in this respect.
  3. William endeavors to ensure adequate security of the portal and online services, according to the state of the art.
  4. Client is at all times responsible for the use of the Login data. Client is not permitted to disclose and/or transfer the Login data and the use thereof.
  5. Client must take care of the possession and proper functioning of the necessary hardware and software, peripherals, connections, and an internet connection to enable the online services to be purchased. Client is responsible and liable for securing their own system as well as their own data against misuse, damage, or destruction, both by influences from with their own organization and by external influences.
  6. A malfunction in the online services, whether or not in connection with maintenance, does not suspend Client’s payment obligation.
  7. William is not liable for reduced performance of the portal and/or online services, loss of data, or illegally obtained access by third parties, as a result of deliberate disruption of the portal and/or the online services by third parties. This includes, but is not limited, to: DDoS attacks, hacker attacks, and viruses.
  8. Client refrains from hindering third parties or damaging William’s servers through the portal and/or online services..

Article 15. Malfunctions

  1. William has the right to (partially) temporarily discontinue its online services in case of maintenance, adjustment, or improvement. In such a situation, William will make every effort to have it take place outside of office hours as much as possible and to inform Client of the planned decommissioning in good time. However, William is never liable for compensation of damages in connection with such decommissioning.
  2. William has the right to from time to time adjust his systems, or parts thereof, to improve functionality and fix errors. If an adjustment leads to a significant change in functionality, William will endeavor to inform Client in good time. William is not obliged to pay any compensation for damage caused by such an adjustment.
  3. William will endeavor to inform Client of the nature and expected duration of the interruption in the event of the unavailability of its services due to malfunctions, maintenance, or other causes.

Article 16. Final Provisions

  1. Every agreement between William and Client is subject to Dutch law.
  2. The Dutch language version of these conditions always prevails over a translated version.
  3. These conditions remain in force in the case that William changes his name, legal form, and or owner.
  4. William is authorized to make changes to these conditions. These changes will take effect at the announced time of coming into effect. William will send the amended conditions to Client in a timely manner. If no time of implementation has been notified, any changes for Client will take effect as soon as the change has been notified to them.
  5. Any dispute between Parties, which may arise as a result of or is related to the execution of an agreement between Parties will, at William’s discretion, be brought before the competent court of the district of the Northern Netherlands, location Groningen.
  6. These conditions will take effect on 1 December 2015.
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