Terms &

1. General
1.1 These terms and conditions apply to every offer, quotation and agreement between Elemental, hereinafter referred to as: “Elemental” and a Client to which Elemental has declared these terms and conditions applicable, insofar as parties have not deviated from these terms and conditions explicitly and in writing.

1.2 If Elemental involves third parties in the execution of the agreement, the general terms and conditions of those third parties also apply. In case of conflict, the favourable provisions for Elemental will apply.

1.3 If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or become in force, the remainder in these general terms and conditions will remain fully applicable. Elemental and the Client will then agree on new provisions to replace the void or voided agreements, taking into account the purpose and scope of the original provisions as much as possible.

1.4 If Elemental does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof are not applicable, or that Elemental would lose the right to demand strict compliance with the provisions of these terms and conditions in other cases.

2. Offers and promotions
2.1 All offers and offers from Elemental are without obligation. If the assignment agrees with a quotation or offer, Elemental is entitled to refuse it so that no agreement is concluded. A quotation or offer that is not accepted within 30 days will in any case expire.

2.2 Elemental cannot be bound by its offers of offers that contain an obvious mistake or clerical error.

2.3 The number of offers included in an offer, count as an estimate of the offer hours. The number of separate hours may vary.

2.4 The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the agreement, including travel and accommodation (within and outside the Netherlands), rental session location, catering, stimuli, compensation of participants and costs of third parties, unless stated otherwise.

3. Commencement and duration of the agreement
3.1 The agreement is only concluded and commences at the moment that the assignment has been confirmed in writing or it starts with the execution thereof.

3.2 The agreement is entered into for the duration of the assignment, unless it follows otherwise from the text of the agreement, the agreement or the purport of the nature or purport of the assignment granted.

4. Execution of the agreement
4.1 The Client is obliged to provide Elemental with all information that he knows or should have known is necessary for the execution of the assignment. Client warrants
the correctness and completeness of the information provided by him.

4.2 Elemental is entitled to engage third parties for the execution of the assignment.

4.3 The Client is not entitled to any form of compensation if:
• Client has not, or not sufficiently, fulfilled an obligation as included in articles 1 to 4.2 of these general terms and conditions;
• The (s) engaged by Elemental do not fulfill (s) the assignment third, without this being attributable to Elemental. (In that case Elemental will make every effort to engage (an) other third party (s));

4.4 The Client is responsible for the acts and omissions of the third parties engaged and / or displayed by him that are involved in the assignment, such as visitors to a session.

4.5 The Client is aware that third parties to be engaged, including speakers of session participants, can still cancel an event / session in the short term. Elemental is not liable for the consequences. In such a case, Elemental will endeavor to arrange replacement.

4.6 Client supports Elemental with all logistical and internal communication.

4.7 Open communication and good cooperation between Elemental and the client
ensure high-quality results and momentum in the future.

5. Price and payment
5.1 The agreed price does not depend on the outcome of the receiving assignment and is calculated using regular rates.

5.2 Unless otherwise agreed, the agreed price is invoiced in fixed installments. This is done in 3 installments, of which 50% of the total agreed budget including out of pocket costs will be invoiced at the start of the project, 40% of the total agreed budget including out of pocket costs will be invoiced at the time of the first session after kick-off, such as the Strategy Lighthouse, Treehouse, Elevator, Fast Track or Sprint, the last 10% of the total budget including out of pocket costs will be billed after completion of the project, as well as after the So What session.

5.3 The recruitment costs for recruited “no show” participants will be charged to the client. In the case of a no-show, the customer will not be billed for the participant’s incentive.

5.4 If session locations are used than agreed in this budget, the client will be charged for all additional rental costs after written approval with an amount of at least € 500 per half day.

5.5 Travel costs within the Netherlands amount to € 0.35 per kilometer and will be invoiced in full before the end of the project.

5.6 Elemental is at all times entitled to increase the agreed price without the Client in that case being entitled to dissolve the agreement for that reason, if the increase in the price is the result of an event or change that reasonably occurred when entering into the agreement was not foreseeable.

5.7 Elemental may also increase the agreed price if it appears during the performance of the work that the originally agreed or amount of work was estimated to a corresponding extent insufficiently at the conclusion of the agreement, and this is not attributable to Elemental, which cannot reasonably be expected from Elemental may be expected to perform the agreed work for the originally agreed fee.

5.8 Payment must be made within 30 days after the invoice date, in a manner to be indicated by Elemental. The payment term is a strict deadline.

5.9 If the Client is in default in the timely payment of an invoice, the Client is in default by operation of law. The client then owes the statutory (commercial) interest.

5.10 The client is never entitled to set off the amount owed by him to Elemental. Objections to the amount of an invoice do not suspend the payment obligation.

5.11 If a Client is in default or omission in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining settlement out of court will be for the account of the Client. The extrajudicial costs are calculated according to the statutory graduated scale for extrajudicial collection costs (BIK).

6. Cancellation, suspension, termination duration of the agreement
6.1 A client cannot unilaterally postpone, downsize or abort an agreed project. After agreement (in whatever form) the agreed budget, scope and planning are legally binding. Only new serious unforeseen circumstances can give rise to discussion about contract changes. In this case, the client is obliged to prove the damage that an already agreed project will cause to the client in these new circumstances.

6.2 Elemental is authorised to suspend the fulfillment of the obligations or to terminate the agreement with immediate effect without being obliged to repay the order amount or any compensation, if:
● The Client does not, not fully or not timely fulfill the obligations under the agreement.
● After concluding the agreement Elemental becomes aware of circumstances that give good reason to fear that the Client will not fulfill its obligations.
● Circumstances arise of such a nature that fulfillment of the agreement is impossible or if circumstances otherwise arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected of Elemental.
● The Client is granted a (provisional) suspension of payments, the Client’s bankruptcy has been or is about to be filed for and third parties are imposing an attachment against the Client.

6.3 If the agreement is terminated, Elemental’s claims against the Client are immediately due and payable. If Elemental proceeds to suspension or termination, it is in no way obliged to compensate damage and costs that are permanently incurred in any way.

6.4 If the client is attributable, a person is entitled to compensation for damage that arises directly and indirectly.

6.5 Determining this article does not affect all legal rights of Elemental.

6.6 Projects have a maximum lead time of 12 months after signing the contract/agreement drawn up by Elemental or the customer for the assignment, unless agreed otherwise in writing. The remaining budget will always be invoiced to the customer within a period of 30 days after the end.

7. Confidentiality
7.1 Participants in co-creation sessions sign a mutual agreement that is discussed with the client in advance.

7.2 All confidentiality agreements also apply to (third parties) and Elemental personnel.

7.3 Data and protection policy: All customer data received is stored in Google for work and automatically encrypted, as are all computer systems and mobile devices used by Elemental to access this information.

8. Intellectual Property
8.1 The Contractor is, or will be, the exclusive owner of all existing and future intellectual property rights (including, but not limited to, copyright) that rest on or arise from works (in whatever form, including, but not limited to) , elaborated ideas, proposals, designs and concepts) that Elemental develops and / or has developed or has developed within the framework of the assignment. Client obtains a right of use, exclusively for what it has been made by Elemental.

8.2 The client guarantees to respect the intellectual property rights of third parties. If Elemental infringes the intellectual property rights of third parties through acts and / or omissions of the Client, the Client will indemnify Elemental, the employees of Elemental and / or third parties engaged by Elemental at the first request.

8.3 By making materials of works of any kind available to Elemental in the context of the assignment, the Client gives unconditional permission to Elemental to use these materials and works in any way, insofar as this is for a suitable execution of the assignment is reasonably required.

8.4 The client and third parties, forming part of the assignment, are to make sound, photo and / or video recordings of the assignment, unless Elemental has explicitly stipulated otherwise in writing. The sound, photo and / or video recordings, the Client and third parties, forming part of the assignment, may not be used in internal and communication expressions without the written permission of Elemental.

8.5 Tools and models originated by Elemental or affiliated companies may only be used and published with permission and only with reference to the source and or logo of Elemental or affiliates.

9. Complaints
9.1 Complaints about the work performed by the Client must be reported to Elemental within 7 days after discovery, but no later than 14 days after the invoice
date of the relevant written and motivated.

9.2 The report must contain a description of the defect, if possible, so that Elemental is able to respond adequately. Client must give Elemental the opportunity to investigate a complaint or have it investigated.

9.3 If, in the opinion of Elemental, a complaint is well-founded, it will still agree on the work as agreed, unless this has now become demonstrably pointless for the Client. The latter must then be made known in writing by the Client in advance. If the performance of the agreed activities is no longer possible or useful, Elemental will only be liable within the limits of Article 10.

9.4 If a defect is reported later, the Client will no longer be entitled to repair, replacement or compensation.

10. Force majeure
10.1 If Elemental cannot, not timely or not properly fulfill its obligations as a result of an unattributable act, including unknown but not limited: war, danger of war, civilian, riots, riots, terrorism, pandemic, strike, company occupation, lockout, fire, environmental and water damage, flooding, government measures, incapacity for work of personnel or engaged, cancellation by third parties, non-delivery or late delivery by supplier (s) the computer network and other events can lead to stagnation in the regular course of affairs within an office and that are not reasonably for the account or risk of Elemental, those obligations will be suspended until the moment that Elemental is still able to comply in the agreed manner, without Elemental in default with regard to the fulfillment of its obligations and without it being liable for any compensation.

10.2 In the event that the situation referred to in Article 10.1 has occurred during 30 consecutive days, the Client has the right to cancel the agreement in whole or in part and with immediate effect, without any obligation to Elemental in that case its right to compensation (including but not limited to costs for third parties engaged by it).

11. Liability
11.1 Elemental is not liable for damage, of whatever nature, because Elemental relied on incorrect, incomplete or insufficient information provided by the Client from a third party.

11.2 Elemental is not liable for the attendance of the participants of the relevant event.

11.3 Elemental is not liable for damage to goods made available to it by the Client. Client will provide proper insurance.

11.4 Elemental is in no way liable for indirect damage, including consequential damage, lost profit, missed business stagnation and damage continuation. Elemental is not liable for all direct or indirect, consequential and immaterial damage suffered by the Client from third parties in any way related to, or due to non-execution, late or non-actual execution of the assignment, unless demonstrably with intent or gross blame on Elemental’s side. The burden of proof for this rests with the Client.

12. Indemnity; limitation period
12.1 If the Client provides Elemental with information carriers, electronic files or software etc., it will offer that the information carriers, electronic files or software are free of viruses, defects and the like.

12.2 Contrary to the statutory limitation periods, the limitation period of all claims and defenses against Elemental and the third parties involved by Elemental in the implementation of an agreement is one year.

13. Applicable law and choice of forum
13.1 All legal relationships to which Elemental is a party are exclusively governed by Dutch law, even if an obligation is fully or partially implemented abroad or if the party involved in the legal relationship is domiciled there.

13.2 All disputes arising from legal relationships between Elemental and Client will be exclusively submitted to the court in Arnhem.

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