Article 1 Scope

These general terms and conditions of delivery apply to all orders, offers, and agreements to which Vision Aligns is a party, unless expressly agreed otherwise in writing. All offers are without obligation. Any purchase or other conditions of the Client do not apply, unless these have been expressly accepted by Vision Aligns in writing.

Article 2 Entering into an agreement

Agreements which have not been entered into in writing, are only binding for Vision Aligns after written confirmation from Vision Aligns. The obligations never go beyond what has been confirmed in writing by Vision Aligns.

Article 3 Offer and formation of agreement

All written offers by Vision Aligns are non-binding and valid for 14 days from the date of signing, unless the offer expressly states otherwise in writing. If the Client has not accepted the offer within the aforementioned period, the offer expires unless an extension of the offer is agreed in writing. After expiry of the offer, Vision Aligns is entitled to amend the offer.

The offer is based on the information provided by the Client, whereby Vision Aligns may rely on its accuracy and completeness.

An agreement is only concluded if the Client and Vision Aligns have both signed the acceptance of the offer in writing: “the order confirmation”.

Article 4 Cooperation by Client

The Client shall cooperate with Vision Aligns and at all times provide Vision Aligns with all data or information useful and necessary for the proper execution of the agreement in a timely manner.

The Client warrants the accuracy, completeness, and reliability of the information provided to Vision Aligns, even if it originates from third parties.

If the execution of the agreement is delayed because the Client fails to comply with their obligation referred to in articles 4.1, or if the information provided by the client does not comply with the provisions of article 4.2, the resulting additional costs shall be borne by the Client, and Vision Aligns shall be authorized to charge for any additional work that is necessary as a result.

Article 5 Execution

Vision Aligns assumes a best-efforts obligation in the performance of the agreement and will perform this agreement to the best of its knowledge and ability in accordance with the requirements of good workmanship. Vision Aligns will take the reasonable wishes of the Client into account as much as possible when executing the agreement, provided Vision Aligns believes this is conducive to proper execution of the agreement. If and insofar as this is required for proper execution of the agreement, Vision Aligns has the right to have certain activities performed by third parties.

Article 6 Changes and additional work

The parties may agree in the interim that the approach and scope of the agreement and/or the resulting activities will be expanded or changed. Additional work will in principle only be performed by Vision Aligns if a further written agreement has been signed by the parties in this regard.

These additional activities will be reimbursed by the Client in accordance with the usual rates of Vision Aligns (150 euros per hour, excluding VAT).

If, in the opinion of Vision Aligns, a change in the performance of the agreement is necessary in order to comply with the obligations towards the Client, Vision Aligns is authorized to make that change in all reasonableness and fairness.

Article 7 Fee

When the agreement is concluded, the parties can agree on a rate per hour or a fixed fee. Both rates are exclusive of travel and accommodation costs.

Article 8 Price and payment

Payment by the Client must be made within 14 days of the invoice date, without discount or settlement, by transfer to a bank account to be designated by Vision Aligns.

The Client must pay 50% of the agreed fee in advance, unless the parties have agreed otherwise in writing.

If the Client does not pay the amounts due within the agreed term, they will be in default with no notice given. Vision Aligns is authorized to hand over the claim, in which case the Client, in addition to the total amount due at that time, will also be obliged to reimburse extrajudicial collection costs, the amount of which is set at 15% of the total amount due, and any judicial cost.

If the Client objects to an invoice from Vision Aligns, the Client will notify Vision Aligns within 14 days of the date of the invoice. The Client has up to 14 days after the date of the invoice to substantiate this objection in writing. If the Client has not complied with the above, the Client is deemed to have accepted the invoice. All prices are exclusive of VAT and other levies imposed by the government.

Article 9 Terms

Exceeding an agreed delivery period does not entitle the Client to cancel the agreement, or to refuse the purchase of or payment for services, unless they have set Vision Aligns a reasonable term for delivery in writing and also within this term will not have fulfilled its obligations.

Article 10 Force majeure

In the event of force majeure, Vision Aligns’ delivery and other obligations will be suspended by Vision Aligns. In that case, Vision Aligns is obliged to deliver as soon as is reasonably possible. Force majeure is equated with unforeseen circumstances with regard to persons and / or material that Vision Aligns uses or tends to use in the performance of the agreement, which are of such a nature that the performance of the agreement is therefore impossible, objectionable, and/or becomes disproportionately expensive, so that prompt compliance with the agreement cannot reasonably be required of Vision Aligns.

Eligible circumstances include: government measures, business, traffic and/or transport disruptions, disruptions in the delivery of a finished product, raw materials and/or resources, illness of deployed personnel, strikes, lockouts, impediments by third parties, by both parties, unforeseen technical complications, etc. If Vision Aligns has already partially fulfilled its obligations when the force majeure occurs, Vision Aligns is entitled to invoice separately for what has already been delivered, and the Client is obliged to pay this invoice as if it concerned a separate transaction.

Article 11 Liability

Except insofar as this is impossible under Dutch law, any liability of Vision Aligns is limited to the amount paid out by its liability insurance in the relevant case. If, for whatever reason, no payment is made by that insurance, any liability is limited to compensation for direct damage up to a maximum of the amount of the contract sum declared up to the time of the error.

The total liability of Vision Aligns due to an attributable failure to comply with the agreement is limited to compensation for the direct damage up to a maximum of the amount of the contract sum declared up to the time of the error.

For assignments with a duration longer than 1 year, the reimbursement is limited to a maximum of 1 times the annual fee.

The liability of Vision Aligns due to an attributable shortcoming in the fulfillment of the agreement only arises if the Client immediately and properly declares it in writing, stating a reasonable term to remedy the shortcoming, and only if after that term the fulfillment of the obligations continues to fall short. Vision Aligns is not liable for damage caused by the Client’s failure to provide timely and correct information, which Vision Aligns, in its opinion, needs for the proper execution of the agreement.

Apart from the liability referred to in Article 11 paragraph 1, Vision Aligns has no liability whatsoever for compensation towards the Client and/or third parties, regardless of the grounds on which an action would be based.

A claim lapses in any case if Vision Aligns has not been notified in writing by the Client of the claim within one year after the discovery of an event or circumstance that gives rise or may give rise to liability.

Article 12 Cancellation

Vision Aligns reserves the right to cancel agreements in whole or in part in the event of such a change in law, regulations, case law or (semi-)government policy that compliance can no longer reasonably be expected from Vision Aligns. In such cases, Vision Aligns must inform the Client of the cancellation in writing. In such cases, the latter is not entitled to claim compensation.

Article 13 Termination

Premature termination of an agreement is only possible if the parties have expressly agreed to this in writing, or is subject to payment of the amount due until the original end of the agreement, unless the parties have agreed on a different payment in writing.

Article 14 Applicable law

Dutch law applies to all agreements.

Article 15 Disputes

All disputes between Vision Aligns and the Client that may arise as a result of this Agreement or of agreements and deeds resulting from it, will in the first instance be settled by means of legal proceedings before the competent court in Amsterdam.

All reasonable judicial and extrajudicial costs incurred as a result of non-compliance by the Client with obligations arising from the agreement will be borne by the Client.

Article 16 Final provision

Vision Aligns is authorized to change these general terms and conditions. The most recently filed version of the general terms and conditions always applies. If one or more provisions of these general terms and conditions prove to be null and void or are annulled, these general terms and conditions will remain in effect for the rest. The void or voided provision(s) will then be replaced by a legally valid provision that approaches the void or voided provision(s) as closely as possible in terms of content, scope, and effect.

The Client is not entitled to transfer its rights and obligations under the agreement without the prior written consent of Vision Aligns.

Signature: Barbara van Lodensteijn (Owner Grip door Visie)

Thus agreed and signed: