General Terms and Conditions

Article 1 Definitions

In these general terms and conditions, the following terms are used with the described meanings, unless expressly indicated otherwise:

Allganized: Allganized B.V., situated in Rotterdam, registered under Chamber of Commerce number 24389351.

Crisis Situation: a situation affecting the execution of the Agreement by Allganized, including but not limited to a war situation anywhere and a pandemic.

Employee: an employee to be deployed by Allganized in the execution of the Agreement.

Quotation: the provision of a (written) offer by Allganized.

Assignment: any task given by the Client to Allganized, accepted by Allganized, and documented in an Agreement.

Client: any legal entity or natural person with whom Allganized has entered into or intends to enter into an agreement.

Agreement: any contract relating to the delivery of goods to and/or the performance of services by Allganized for the Client, concluded between the Client and Allganized, as well as all that is additionally and/or amended in writing, as well as all legal acts related thereto. The provisions of Articles 7:404 of the Dutch Civil Code (which provides for a regulation in case it is intended that an assignment is carried out by a specific person) and 7:407 paragraph 2 of the Dutch Civil Code (which establishes joint liability in the event that an assignment is given to two or more persons) are excluded.

Parties: Allganized and the Client.

Project: the project in which Allganized performs work for the Client or delivers goods to the Client.

Conditions: these general terms and conditions.

Article 2 General

These Conditions apply to every Agreement between the Parties and to every Quotation from Allganized. The Conditions form an integral part of the Agreement.
Deviations from the Conditions can only be made in writing by the Parties.
The applicability of the client’s general terms and conditions is expressly rejected.
If, in addition to the Conditions, other general terms and conditions apply, the Conditions prevail in case of conflict. The provisions of the Agreement or Quotation prevail in case of inconsistency with these Conditions.
Once the Conditions have been validly declared applicable to the Agreement, the latest version of the Conditions shall be deemed applicable to all subsequent agreements between the Parties.

Article 3 Conclusion of Agreement

All Quotations and other oral and/or written expressions from Allganized are non-binding unless explicitly stated otherwise in writing by Allganized.
Quotations issued by Allganized must be accepted in writing within 7 days, unless otherwise stated. In case of non-timely acceptance, Allganized is not bound by the offer. If a Quotation is amended, the date of the first Quotation sent shall apply for calculating the 7-day period.
Quotations are prepared based on the information and preferences provided by the Client. If after the initial Quotation it appears that the Client wishes to make changes to the Quotation, corrections will be made once free of charge. For subsequent corrections made at the instruction of the Client, Allganized may charge costs at the project management rate.
If a Project commences within 4 days after the Assignment is given to Allganized, Allganized cannot guarantee that the Assignment can be executed.
The Client cannot derive any rights from an offer made by Allganized based on incorrect or incomplete data provided by the Client. The Client also cannot derive any rights from an offer made by Allganized that contains an obvious mistake or error.
If the Client wishes to deviate from the offer included in the quotation/proposal, Allganized is not bound unless agreed upon in writing between the Parties.
A composite quotation does not oblige Allganized to perform a portion of the Assignment for a corresponding part of the quoted price.

Article 4 Execution of the Agreement

The obligation arising from the Agreement for Allganized consists of an effort to the best of its ability, based on the data provided by the Client and the nature of the assignment.
Allganized has the right to have certain activities performed by third parties without consultation with the Client. Allganized is not liable for shortcomings of these third parties. All liability limitations in these Conditions also apply if Allganized is liable for the errors of third parties or for the improper functioning of materials used by Allganized. Allganized is authorized to accept a limitation of liability by those third parties without prior consultation with the Client.
The Client is obligated to provide data that Allganized indicates as necessary or which are obvious for the execution of the Agreement in a timely manner. If the data necessary for the execution of the Agreement are not provided to Allganized on time, Allganized has the right to suspend the execution of the Agreement and/or to charge the Client for the costs resulting from the delay according to the usual rates.
If, in the context of the Agreement, work is carried out by Allganized or third parties engaged by Allganized at the location designated by the Client or a location chosen by the Client, the Client shall provide the facilities reasonably desired by those Employees and bear all associated costs. Desired facilities include, but are not limited to, adequate toilets, drinking water, a lockable space, and a light meal. Any other facilities required for the execution of the Agreement shall be discussed with the Client beforehand and documented in writing. If the Client is unable or has not provided these facilities, Allganized is entitled to provide these facilities at the expense of the Client.
Both the Client and Allganized must always comply with the then applicable legal provisions of the Working Hours Act regarding breaks and working hours.
In case of extreme weather conditions, Allganized has the right to change the attire for Employees or to provide additional breaks.

Article 5 Amendment of the Agreement

If it appears before or during the execution of the Assignment that it is necessary to change or supplement the activities to be carried out for proper execution, the Parties shall promptly and mutually adjust the Agreement in writing.
Changes in the number of Employees to be deployed by Allganized and/or the hours per Employee to be taken must be communicated to Allganized in writing and by telephone no later than 5 working days before the start of the Assignment. If adjustments downward in the number of Employees, hours, and/or working hours are made by the Client thereafter, the original contract sum shall be owed by the Client. If the Client wishes to deploy more Employees and/or hours after the aforementioned 5 working days, Allganized cannot guarantee that this can be implemented.
For changes occurring in planning, location, materials, etc., Allganized may charge additional project management hours.
If the Parties agree to amend or supplement the Agreement, it shall also be documented in writing whether the Assignment will be executed earlier or later than originally agreed.
If a fixed fee has been agreed upon, Allganized shall indicate whether, and to what extent, the amendment or supplement to the Agreement results in an adjustment of this fee. If no fixed fee has been agreed upon, Allganized will invoice the additional work in accordance with the agreed price.

Article 6 Duration/Execution Period

The Agreement is entered into for an indefinite period, unless the nature of the Agreement dictates otherwise, or the Parties expressly and in writing agree otherwise.
If a term has been agreed upon within the duration of the Agreement for the completion of certain activities or delivery of goods, this is never a strict deadline. In case of exceeding the delivery or execution period, Allganized must be put in default in writing and a reasonable period must be given to fulfill the obligations.
Allganized is authorized to terminate the Agreement entered into for a fixed term if circumstances arise after the conclusion of the Agreement that make it no longer reasonable to demand performance of the Agreement from Allganized. Allganized is authorized to terminate the Agreement for an indefinite period at any time. Termination does not give the Client the right to compensation.

Article 7 Fee

All prices are exclusive of value added tax (VAT) and other government-imposed levies.
Prices and conditions in Quotations, Agreements, or other expressions of Allganized do not automatically apply to future assignments.
If the Parties agree on a fixed fee, this shall be expressly determined in the Agreement.
If no fixed fee has been agreed upon, the fee shall be invoiced based on the number of hours spent and the corresponding hourly rate as agreed between the Parties. Deviations from the number of hours stated in the Quotation may occur.
The minimum number of hours to be invoiced is 6 consecutive hours per Employee per day.
For assignments with a duration of more than one week, the fee and costs will be invoiced periodically.
Allganized is entitled to pass on price increases if it can be demonstrated that cost factors between the time of offering and the execution of the Assignment have increased. This also applies if a fixed fee has been agreed upon.
If a fixed fee has been agreed upon, Allganized may increase it if it appears that the originally agreed or expected amount of work has been significantly underestimated at the conclusion of the Agreement, to an extent that it is not reasonable to expect Allganized to perform the agreed work for the originally agreed fee.
Allganized will inform the Client in writing of the intention to increase the fee or rate. Allganized will specify the scope and the date on which the increase will take effect.
Price increases or increases in the fixed fee do not entitle the Client to terminate the Agreement.

Article 8 Payment

Prior to the commencement of the Assignment, the following advance payment(s) must be made by the Client:
a) no later than 4 months before the start of the Assignment, 50% of the amount stated in the Quotation;
b) no later than 1 month before the start of the Assignment, 75% of the amount stated in the Quotation; unless other advance payments are agreed upon in the Quotation or Agreement. The advance payments stated in the Agreement or Quotation prevail in case of inconsistency with these Conditions.
If the Client’s organization provides a purchase order number, it must be received by Allganized before the commencement of the Assignment. Allganized may suspend the execution of the Assignment if it has not received the purchase order number.
Payment must be made within 30 days after the invoice date, in a manner indicated by Allganized and in the currency in which it is invoiced. Any objections to the amount of the invoices do not suspend the payment obligation.
Allganized has the right at all times to demand full or partial advance payment from the Client or to require the Client to provide satisfactory security for the fulfillment of its obligations to Allganized.
Complaints regarding invoices must be submitted to Allganized in writing within 14 days of the invoice date, failing which the Client is deemed to have accepted the invoice as correct.
In case of non-timely payment, the Client shall owe interest on the principal amount at the statutory rate, with a minimum of 1 percent per month.
If the Client defaults on or fails to fulfill one or more of its obligations, all reasonable costs incurred to obtain payment out of court shall be borne by the Client. The Client shall owe Allganized at least 15% of the amount due to Allganized, with a minimum of EUR 175 (excl. VAT). If Allganized can demonstrate to have incurred higher costs reasonably, these shall also be eligible for reimbursement.
The Client is obliged to reimburse all reasonable costs incurred by Allganized related to a legal procedure in which the Client is found to be fully or predominantly at fault. These costs shall include the costs of external experts, bailiffs, and lawyers, even to the extent that these costs exceed the amount awarded by the court.
All claims of Allganized become immediately due and payable when the Client applies for bankruptcy, applies for a moratorium on payments, liquidates, offers a creditors’ agreement, is subject to legal debt restructuring, or passes away. Allganized then has the right to cease all deliveries or activities and retrieve or remove delivered goods without judicial intervention.
The Client waives any right of setoff, discount, suspension, and/or offset.
Payments shall first be deducted from costs, then from (fixed) damages, then from accrued interest, and then from the principal amount.

Article 9 Intellectual Property Rights and Ownership of Goods

All items used by Allganized, including designs, sketches, course materials, drawings, videos, films, software, (electronic) files, and so forth, remain the property of Allganized.
Allganized reserves ownership of the goods delivered and to be delivered to the Client until full payment has been received for all purchase prices, as well as any amounts due from the Client for services rendered and claims due to the Client’s attributable failure to fulfill its obligations.
Allganized is and remains the owner of all intellectual property rights in works developed by it.
All documents provided by Allganized, such as quotations, reports, advice, agreements, designs, sketches, drawings, software, and the like, are intended solely for use by the Client and may not be reproduced, disclosed, or made known to third parties without prior written consent from Allganized, unless the nature of the documents provided dictates otherwise.
Allganized reserves the right to use the knowledge acquired during the execution of the Assignment for other purposes, as well as the right to use the Client’s name as a reference in its brochures and other promotional materials, provided that no confidential information is disclosed to third parties.
If Allganized has provided goods to the Client during the execution of the Agreement, the Client shall return these goods in their original condition, free from defects, complete, and adequately stamped, within fourteen (14) days after the end of the Assignment. If the Client fails to fulfill this obligation, all resulting costs shall be borne by the Client.
If, for any reason, the Client fails to return the goods, the Client shall reimburse the costs of replacement and any further damages and costs.

Article 10 Complaints

Complaints about the work performed or goods delivered must be reported to Allganized in writing within 8 days after discovery and no later than 14 days after completion of the relevant work.
If Allganized deems a complaint justified, it has the right to perform the work or deliver the goods as agreed, unless the Client has demonstrated that this is no longer possible.
If it is no longer possible to perform the agreed work or deliver the goods, Allganized shall only be liable for damages suffered by the Client within the limits of Article 13.

Article 11 Cancellation

The Client is authorized to cancel the Agreement up to 6 months before the start of the Assignment. However, the Client must reimburse the costs already incurred by Allganized for the execution of the Agreement, including costs of materials already purchased or costs invoiced by third parties.
In the event of cancellation of events, activations, or other projects organized by Allganized for the Client, the following applies:
a) Up to 6 months before the start of the Assignment, the Client is required to reimburse 25% of the contract value;
b) Up to 4 months before the start of the Assignment, the

Client is required to reimburse 50% of the contract value;

c) Up to 1 month before the start of the Assignment, the Client is required to reimburse 75% of the contract value;
d) Within 1 month before the start of the Assignment, the

Client is required to reimburse 100% of the contract value.

If the costs incurred by Allganized in connection with the Agreement, including costs of materials already purchased or costs invoiced by third parties, exceed the cancellation costs mentioned in article 2, the Client must also reimburse the additional costs.
The calculation of the amount to be paid is based on the day on which the written cancellation reaches Allganized.

Article 12 Suspension and Termination

Allganized is entitled to suspend the performance of its obligations or to terminate the Agreement in the following cases:
a) The Client fails to fulfill its obligations under the Agreement in whole or in part, or Allganized has valid reasons to fear that the Client will not fulfill its obligations;
b) The bankruptcy of the Client is requested, the Client applies for a suspension of payments, liquidates, the statutory debt restructuring applies to the Client, or the Client dies;
c) If circumstances arise that make performance of the agreement impossible or no longer reasonable according to standards of reasonableness and fairness, or if other circumstances arise that make the unmodified maintenance of the agreement unreasonable.
If the agreement is terminated, Allganized’s claims against the Client become immediately due and payable. If Allganized suspends the performance of its obligations, it retains its rights under the law and the agreement.
Suspension or termination as referred to above shall never entitle the Client to damages.
Allganized always reserves the right to claim full compensation.

Article 13 Liability

If Allganized culpably fails to fulfill the Agreement, it must always be given the opportunity to rectify the deficiency.
Allganized shall never be liable for indirect and consequential damages such as, but not limited to, loss of profit and/or consequential damages.
Allganized shall never be liable for damages of any kind resulting from incorrect and/or incomplete data provided by the Client.
If Allganized considers grounds exist that lead it not to apply these liability-limiting clauses, it shall only do so if and to the extent that coverage is available under a business liability insurance policy taken out by Allganized, at least up to twice the amount of the fee, and then only for that part of the assignment to which the liability relates. If any damage is caused by any unlawful act of Allganized, it shall only be liable to pay what is paid out by its insurance for that purpose.
The Client fully indemnifies Allganized against all claims relating to goods delivered to the Client or work performed for him by third parties from any cause whatsoever.
The limitations of liability of Allganized contained in these terms and conditions do not apply if the damage is the result of intent or gross negligence on the part of Allganized or its management. Furthermore, any claim against Allganized shall expire one year, and any claim against Allganized shall lapse two years, after the claim arises.

Article 14 Indemnifications

The Client indemnifies Allganized against claims from third parties regarding intellectual property rights to materials or data provided by the Client that are used in the performance of the Agreement.
If the Client provides Allganized with information carriers, electronic files, or software, etc., the Client guarantees that they are free from viruses and defects.

Article 15 Force Majeure

Force majeure, as used in these Terms and Conditions, means, in addition to what is understood by it in the law and jurisprudence, all external causes, foreseen or unforeseen, over which Allganized cannot exert influence, but which prevent Allganized from fulfilling its obligations. Force majeure includes, in any case: strikes, excessive employee absenteeism, a (temporary) shortage of employees, fire, business and technical malfunctions within the office or of third parties engaged by Allganized, pandemic, war situation.
In no case can the Client invoke force majeure in the event of:
a) Insolvency on the part of the Client or its client(s);
b) Changed legislation and regulations as well as government regulations and judicial decisions insofar as these cause an impediment to arise on the part of the Client or damage occurs as a result thereof.
If, as a result of force majeure, Allganized is unable to fulfill its obligations, each of the Parties, after written notice of force majeure by Allganized and if the period lasts longer than 60 days, is entitled to terminate the Agreement in writing.
In the case of (termination due to) force majeure, the Client is not entitled to any form of compensation.
In case of force majeure, Allganized retains the right to compensation for the costs already incurred by it for the execution of the Agreement.
If, in the event of force majeure, the Client terminates the Agreement, the Client is obliged to pay compensation to Allganized consisting of reasonable compensation for the costs incurred by Allganized, loss suffered, and loss of profit.

Article 16 Crisis Provision

If the execution of the Agreement by Allganized is affected by a Crisis Situation, the Parties shall enter into consultations to find a solution. In such case, the Parties shall endeavor to limit the harmful consequences thereof for both parties as much as possible.
Allganized is entitled to reimbursement of the additional costs due to price increases resulting from the Crisis Situation, if and to the extent that they are not already included in the fee.
Allganized is entitled to an extension of time if timely performance of the Agreement is not possible due to the Crisis Situation, for example, due to the unavailability or poor availability of equipment and Employees.
Each Party has the right to terminate the Agreement if it cannot be performed permanently due to the Crisis Situation. The Client shall reimburse the costs already incurred by Allganized due to the execution of the Agreement. The Client shall never be entitled to damages.

Article 17 Confidentiality

Parties are obliged to maintain confidentiality of all confidential information obtained from each other or from other sources in the context of the Agreement. Information is considered confidential if it has been communicated by the other party or if it arises from the nature of the information.
If, pursuant to a legal provision or a court ruling, Allganized is required to provide confidential information to third parties designated by law or the competent court, Allganized shall not be liable for damages resulting therefrom and the Client shall not be entitled to terminate the Agreement.

Article 18 Hiring of Employees

During the term of the Agreement, as well as 1 year after its termination, the Client is not allowed, without prior written consent from Allganized or companies relied upon by Allganized to perform this agreement and who have been involved in the execution of the Agreement, to hire or otherwise employ, directly or indirectly, Employees of Allganized to work for the Client or affiliated companies of the Client.

Article 19 Security and Privacy

By entering into the Agreement, the Client gives consent to Allganized to process its personal data for the execution of the Agreement and for the administrative and management tasks of Allganized. This Personal Data is only accessible to Allganized and is generally not disclosed to third parties, unless Allganized is required or authorized to do so under the law or a court ruling.
To the extent that Allganized processes personal data on behalf of the Client, Allganized acts as a processor of personal data within the meaning of the General Data Protection Regulation (GDPR). The Client shall fulfill all obligations incumbent upon it as the data controller within the meaning of the GDPR for this data processing and indemnify Allganized against any action based on non-compliance with these obligations.
Allganized implements appropriate technical and organizational measures to secure the Personal Data against loss or any form of unlawful processing. These measures, taking into account the state of the art and the costs of implementation, provide a level of security appropriate to the risks posed by the processing and the nature of the data to be protected.
If the Client transfers personal data to countries outside the European Union, the Client indemnifies Allganized against all third-party claims based on the assertion that this Personal Data is exported in violation of the provisions of the GDPR.

Article 20 Disputes

Dutch law applies to every agreement between the Parties, with the competent court in Rotterdam having exclusive jurisdiction to hear disputes.